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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-QT

 

☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended ______________

 

☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from January 1, 2023 to July 31, 2023

 

Commission File Number 000-56333

 

MAG MILE CAPITAL, INC.

(Exact Name of registrant as specified in its charter)

 

Oklahoma   87-1614433
(State or other Jurisdiction of   I.R.S. Employer-
Incorporation or Organization   Identification No.)

 

1141 W. Randolph Street, Suite 200, Chicago, IL 60607

(Address of Principal Executive Offices and zip code)

 

(312) 642-0100

(Registrant’s Telephone Number, including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         
Common Stock   MMCP   OTC Link

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13, or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (of for such shorter period that the Registrant was required to file such reports) and (ii) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☒   Smaller reporting company ☒
Emerging growth company ☒    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

 

As of December 18, 2023, there were 100,055,935 shares of Common Stock, $.00001 par value, outstanding.

 

 

 

 
 

 

MAG MILE CAPITAL, INC.

(formerly Myson, Inc.)

 

FORM 10-Q

 

For the Period ended July 31, 2023

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION 3
   
Item 1. Financial Statements 3
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
   
Item 4. Controls and Procedures 17
   
PART II – OTHER INFORMATION 18
   
Item 1. Legal Proceedings 18
   
Item 1A. Risk Factors 18
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
   
Item 3. Defaults Upon Senior Securities 19
   
Item 4. Mine Safety Disclosures 19
   
Item 5. Other Information 19
   
Item 6. Exhibits 19
   
SIGNATURES 20

 

EXPLANATORY NOTE

 

This Form 10-Q is being filed by the registrant (“Mag Mile”) to report on the transition period for a change in the Company’s fiscal year end from July 31 to December 31.

 

2
 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Condensed Balance Sheets as of July 31, 2023 (unaudited) and December 31, 2022 (audited) 5
   
Condensed Statements of Operations for the One and Seven Months ended July 31, 2023 and 2022 (unaudited) 5
   
Condensed Statements of Changes in Stockholders’ Equity for the One and Seven Months ended July 31, 2023 and 2022 (unaudited) 6
   
Condensed Statements of Cash Flows for the Seven Months ended July 31, 2023 and 2022 (unaudited) 7
   
Notes to Condensed Financial Statements (unaudited) 8

 

3
 

 

MAG MILE CAPITAL, INC.

(formerly Myson, Inc.)

CONDENSED BALANCE SHEETS

(Unaudited)

 

   July 31, 2023   December 31, 2022 
ASSETS          
Current Assets:          
Cash  $168,434   $374,091 
Accounts receivable   365,026    202,837 
Loan receivable   12,500    12,500 
Due from related parties   482,550    482,550 
Total Current Assets   1,028,510    1,071,978 
           
Operating lease right of use asset   201,380    — 
Property and equipment, net   28,921    41,872 
Total other assets   230,301    41,872 
           
Total Assets  $1,258,811   $1,113,850 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current Liabilities:          
Accounts payable and accruals  $71,436   $42,414 
Loan payable   147,807    147,707 
Loan payable – related party   125,709    77,649 
Operating lease liability – current portion   38,553    — 
Total Current Liabilities   383,505    267,770 
Long Term Liabilities:          
Operating lease liability – net of current portion   162,827    — 
Deferred lease obligation   2,010    — 
Long Term Liabilities:   164,837    — 
           
Total Liabilities   548,342    267,770 
           
Stockholders’ Equity (Deficit):          
Preferred stock, $0.00001 par value, 20,000,000 shares authorized   —    — 
Series A Preferred stock, $0.00001 par value, 1,000,000 shares designated, no shares issued and outstanding   —    — 
Common stock, $0.00001 par value, 480,000,000 shares authorized; 99,345,935 and 10,133,284 shares issued and outstanding, respectively   996    101 
Additional paid in capital   2,996,393    388,569 
Accumulated deficit   (2,286,920)   457,410 
Total stockholders’ equity   710,469    846,080 
Total Liabilities and Stockholders’ Equity  $1,258,811   $1,113,850 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

4
 

 

MAG MILE CAPITAL, INC.

(formerly Myson, Inc.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

   2023   2022   2023   2022 
   For the One Month Ended
July 31,		   For the Seven Months Ended
July 31,		 
   2023   2022   2023   2022 
Commission income  $130,000   $352,100   $1,244,311   $1,686,257 
Commission expense   (53,867)   (295,531)   (410,108)   (715,418)
Commission expense – related party   —    —    (498,000)   (268,825)
Gross margin   76,133    56,569    336,203    702,014 
                     
Operating expenses:                    
Stock based compensation   —    —    1,582,072    — 
Professional fees   40,800    4,410    570,119    34,450 
Payroll expense   51,688    26,788    199,849    167,274 
General and administrative   45,185    41,650    715,665    238,055 
Total operating expenses   137,673    72,848    3,067,705    439,779 
                     
(Loss) income from operations   (61,540)   (16,279)   (2,731,502)   262,235 
                     
Other expense:                    
Interest expense   —    —    (5,217)   — 
Total other expense   —    —    (5,217)   — 
                     
Net (loss) income before income tax   (61,540)   (16,279)   (2,736,719)   262,235 
Income tax   —    —    —    — 
                     
Net (Loss) Income  $(61,540)  $(16,279)  $(2,736,719)  $262,235 
                     
(Loss) income per share, basic & diluted  $(0.00)  $(0.00)  $(0.04)  $0.10 
                     
Weighted average shares outstanding, basic & diluted   99,438,978    5,894,154    61,950,702    2,633,284 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

5
 

 

MAG MILE CAPITAL, INC.

(formerly Myson, Inc.)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE ONE AND SEVEN MONTHS ENDED JULY 31, 2023 AND 2022

(Unaudited)

 

   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
   Common Stock   Series A
Preferred Stock		   Additional Paid in   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
Balances, December 31, 2021   133,284   $1    1,000   $—   $355,373   $(280,751)  $74,623 
Contributions to capital   —    —    —    —    19,520    —    19,520 
Net loss   —    —    —    —    —    82,042    82,042 
Balances, March 31, 2022   133,284    1    1,000    —    374,893    (198,709)   176,185 
Contributions to capital   —    —    —    —    4,901    —    4,901 
Preferred stock converted to common   10,000,000    100    (1,000)   —    (100)   —    — 
Net loss   —    —    —    —    —    196,452    196,452 
Balances, June 30, 2022   10,133,284    101    —    —    379,694    (2,257)   377,538 
Contributions to capital   —    —    —    —    3,218    —    3,218 
Net loss   —    —    —    —    —    (16,279)   (16,279)
Balances, July 31, 2022   10,133,284   $101    —   $—   $382,912   $(18,536)  $364,477 

 

   Common Stock   Series A
Preferred Stock		   Additional Paid in   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
Balances, December 31, 2022   10,133,284   $101    —   $—   $388,569   $457,410   $846,080 
Stock issued for services   1,788,227    18    —    —    894,096    —    894,114 
Shares issued for reverse acquisition   87,424,424    874    —    —    (38,341)   (7,611)   (45,078)
Net loss   —    —    —    —    —    (1,187,507)   (1,187,507)
Balances, March 31, 2023   99,345,935    993    —    —    1,244,324    (737,708)   507,609 
Stock issued for services   100,000    1              49,999         50,000 
Warrant expense   —    —    —    —    1,582,072    —    1,582,072 
Net loss   —    —    —    —    —    (1,487,672)   (1,487,672)
Balances, June 30, 2023   99,445,935    994    —    —    2,876,395    (2,225,380)   652,009 
                                    
Stock issued for services   240,000    2              119,998         120,000 
Net loss   —    —    —    —    —    (61,540)   (61,540)
Balances, July 31, 2023   99,685,935   $996    —   $—   $2,996,393   $(2,286,920)  $710,469 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

6
 

 

MAG MILE CAPITAL, INC.

(formerly Myson, Inc.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   2023   2022 
   For the Seven Months Ended
July 31,		 
   2023   2022 
Cash Flows from Operating Activities:          
Net loss  $(2,736,719)  $262,235 
Adjustments to reconcile net loss to net cash used in Operating activities:          
Stock based compensation   1,582,072    — 
Common stock issued for services   1,064,114    — 
Depreciation expense   12,950    — 
Operating lease expense   2,010    — 
Changes in Operating Assets and Liabilities:          
Accounts receivable   (162,189)   (102,534)
Other assets   —      
Accounts payable and accruals   29,022    41,967 
Net cash (used) provided by operating activities   (208,740)   201,668 
           
Cash Flows from Investing Activities:          
Purchase of property and equipment   —    — 
Net cash used by investing activities   —    — 
           
Cash Flows from Financing Activities:          
Loan payable – related party   48,060    37,649 
Loan payable   100    — 
Distributions to controlling shareholder   (45,077)   (87,490)
Net cash provided by financing activities   3,083    (49,841)
           
Net change in cash   (205,657)   151,827 
Cash, at beginning of period   374,091    104,707 
Cash, at end of period  $168,434   $256,534 
           
Supplemental Non-Cash Disclosure:          
Cash paid for interest  $—   $— 
Cash paid for taxes  $—   $— 
Non-cash financing activity:          
Establish right of use of asset  $222,344   $— 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

7
 

 

MAG MILE CAPITAL, INC.

(formerly Myson, Inc.)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

July 31, 2023

 

NOTE 1 – NATURE OF OPERATIONS

 

Mag Mile Capital, Inc. (“Mag Mile”, or the “Company”) is an Oklahoma corporation formed on July 8, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 

On May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all 1,000 issued and outstanding Series A Preferred Shares of the Company to Reddington Partners LLC (the “Purchaser”), thus constituting a change of control of the Company, for $495,000, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The Preferred Shares were convertible into 10,000,000 common shares which, upon conversion, represent approximately 98.7% of the Company’s outstanding common shares. On June 8, 2022, Reddington Partners LLC converted their Series A Preferred Shares into 10,000,000 common shares.

 

The sale of the Shares to the Purchaser was completed on May 17, 2022. As part of the Stock Purchase Agreement, G. Reed Petersen agreed to resign as the Company’s sole officer and director; and the change of management was completed on June 5, 2022. On June 6, 2022, Henrik Rouf became the Company’s sole officer and director.

 

On March 30, 2023, the Company, entered into a Reorganization Agreement (the “Reorganization Agreement”) with Megamile Capital, Inc. d/b/a Mag Mile Capital f/k/a CSF Capital LLC (“Mag Mile Capital”) under which Mag Mile Capital was merged with and into Myson. At the closing of the Reorganization Agreement, the sole member of the Myson Board of Directors and its officer resigned and Rushi Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of the Myson Board of Directors and the title of President and CEO, Secretary and Treasurer of Myson. Under the terms of the Reorganization Agreement, Mag Mile Capital’s shareholders now own 88% of the issued and outstanding shares of the Company’s common stock or 87,424,424 shares.

 

The Merger is accounted for as a reverse recapitalization. Mag Mile Capital is deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.

 

On May 15, 2023, the Company filed with the Oklahoma Secretary of State an amendment to the Certificate of Incorporation to change the Company’s name to Mag Mile Capital, Inc., that became effective on June 16, 2023. On September 5, 2023, the name change to Mag Mile Capital, Inc. and symbol change to MMCP became effective on OTC Markets.

 

Mag Mile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lending relationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectively raised over $9 billion in real estate financing during their combined 29 years of experience in this industry.

 

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2022, and the Form 8-K filed on March 31, 2023.

 

The Company had elected to change its fiscal year end from July 31 to December 31.

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of July 31, 2023 and December 31, 2022.

 

Basic and Diluted Earnings Per Share

 

Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. As of July 31, 2023 and 2022, the Company has 5,000,000 and 0 potentially dilutive shares of common stock from warrants, respectively. As of July 31, 2023 and 2022, any dilutive shares are not included in the loss per share as their inclusion would be anti-dilutive due to the Company’s net loss.

 

Revenue Recognition

 

The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The company generates revenues from brokering financing transactions, mainly senior debt on CRE transactions. Revenues are recognized when the transaction is finalized. For certain types of loans, mainly securitized CMBS loans, revenues are also earned after the transaction closing based on the successful securitization of the loan into bonds. There is a risk that the securitized revenue may not be realized if the market conditions deteriorate, and the lender is not able to make money. There is no refund policy or no credit risk to the company once the revenue is recognized.

 

Cost of Revenue

 

Cost of revenues includes commission expense paid during the period.

 

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Accounts Receivable

 

The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit losses on Financial Instruments.” The ASU, as amended, requires an entity to measure expected credit losses for financial assets carried at amortized cost based on historical experience, current conditions, and reasonable and supportable forecasts. Among other things, the ASU also amended the impairment model for available for sale securities and addressed purchased financial assets with deterioration. The Company has adopted the ASU for its fiscal year ending December 31, 2023, and has elected to fair value any financial assets held. As of July 31, 2023 and December 31, 2022, there are no assets that are within the scope of ASC 326.

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 – GOING CONCERN

 

These unaudited financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At July 31, 2023, the Company has not yet achieved profitable operations. For the seven months ended July 31, 2023, we had a net loss of $2,736,719 ($1,582,072 of which was non-cash expense) and used $208,740 of cash in operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. We expect to use the exercise of warrants to meet our needs for growth for more than twelve months from the date of issuance of these financial statements.

 

NOTE 4 - PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

 SCHEDULE OF PROPERTY AND EQUIPMENT

  

July 31,

2023

  

December 31,

2022

 
Leasehold Improvement  $32,125   $32,125 
Computer   11,770    11,770 
Equipment   147,409    147,409 
Total   191,304    191,304 
Less: accumulated depreciation and amortization   (162,383)   (149,432)
Total property and equipment, net  $28,921   $41,872 

 

Depreciation expense for the seven months ended July 31, 2023, and 2022, was $12,950 and $0, respectively.

 

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NOTE 5 – LOAN PAYABLE

 

On May 27, 2020, the Company received a $150,000 loan from the Small Business administration (“Loan”). The Loan accrues interest at 3.75% and matures in thirty years. Monthly payments of principal and interest of $731 are to begin twelve months from the date of the Loan. The Loan can be prepaid at any time without penalty.

 

NOTE 6 - RELATED PARTY TRANSACTIONS

 

Due from related parties consists of receivables of $416,750 and $416,750, from Mag Mile Capital LLC as of July 31, 2023 and December 31, 2022, respectively, and amounts due from companies related to the CEO of $65,800 and $65,800, respectively.

 

During the seven months ended July 31, 2023, Reddington Partners LLC, a majority shareholder, advanced the Company $23,256 to pay for general operating expenses. As of July 31, 2023 and December 31, 2022, the Company owes Reddington Partners LLC, a total of $85,709 and $62,453, respectively, for advances to the Company. The advances are non-interest bearing and due on demand. In addition, as of July 31, 2023 and December 31, 2022, the Company has a loan payable due to Mag Mile Capital LLC of $40,000 and $40,000, respectively.

 

The Company has an office lease dated January 1, 2023, with a term of five years for 1,625 square feet at 1141 W. Randolph Street, Floor 2, Chicago, IL 60607 with 1141 W. Randolph, LLC, a company owned and controlled by Rushi Shah, CEO. The lease requires a monthly rental payment of approximately $4,062 with an annual rate adjustment of 3% which we believe is a market rate for this space (Note 9).

 

Per the terms of Mr. Shah’s employment agreement, he received between 50% and 75% of all revenue from commercial real estate mortgage financing for which he is the procuring cause, before the merger took place. For the one and seven months ended July 31, 2023, Mr. Shah earned commissions of $0 and $498,000, respectively. For the one and seven months ended July 31, 2022, Mr. Shah earned commissions of $0 and $268,825, respectively. Per the terms of the new employment contract dated March 31, 2023, Mr. Shah’s commission is limited to 55%, resulting in a decrease of commission expense.

 

NOTE 7 – COMMON STOCK

 

The Company has authorized 480,000,000 shares of common stock, par value $0.00001.

 

Effective February 24, 2022, the Company effectuated a 1 for 10,000 reverse stock split. All share numbers throughout these financial statements have been retroactively restated.

 

On March 28, 2023, the Company issued 894,113 shares of common stock for services. The shares were valued at $0.50, for total non-cash expense of $447,057. The shares were granted prior to the reverse acquisition so there is no impact to the Statement of Operations for the periods presented.

 

On March 28, 2023, the Company issued another 894,113 shares of common stock for services. The shares were valued at $0.50, for total non-cash expense of $447,057. The shares were granted prior to the reverse acquisition so there is no impact to the Statement of Operations for the periods presented.

 

On June 9, 2023, the Company issued 100,000 shares of common stock for services. The shares were valued at $0.50, for total non-cash expense of $50,000.

 

On July 17, 2023, the Company issued 240,000 shares of common stock for services. The shares were valued at $0.50, for total non-cash expense of $220,000.

 

As the Company’s common stock is not trading and there have been no current sales of common stock for cash management used the price of warrants recently issued ($0.50) for valuing the shares issued for services.

 

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NOTE 8 – PREFERRED STOCK

 

The Company has authorized 20,000,000 shares of preferred stock, par value $0.00001. The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series.

 

Of the authorized preferred stock 1,000 shares have been designated as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into 10,000 shares of common stock and has 100,000 voting rights per share.

 

On June 8, 2022, the Reddington Partners LLC converted the Series A Preferred Shares into 10,000,000 common shares.

 

NOTE 9 – OPERATING LEASE

 

The Company has an office lease dated January 1, 2023, with a term of five years for 1,625 square feet at 1141 W. Randolph Street, Floor 2, Chicago, IL 60607 with 1141 W. Randolph, LLC, a company owned and controlled by Rushi Shah, CEO. The lease requires a monthly rental payment of approximately $4,062 with an annual rate adjustment of 3%.

 

   Balance Sheet Classification 

July 31,

2023

 
Asset        
Operating lease asset  Right of use asset  $201,380 
Total lease asset     $201,380 
         
Liability        
Operating lease liability – current portion  Current operating lease liability  $38,553 
Operating lease liability – noncurrent portion  Long-term operating lease liability   162,827 
Total lease liability     $201,380 

 

Lease obligations at July 31, 2023 consisted of the following:

 

For the year ended December 31:    
2023  $20,920 
2024   49,598 
2025   51,720 
2026   53,280 
2027   54,876 
Total payments   230,394 
Amount representing interest   (29,014)
Lease obligation, net   201,380 
Less current portion   (38,553)
Lease obligation – long term  $162,827 

 

Lease expense for the seven months ended July 31, 2023, was $30,197.

 

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NOTE 10 – WARRANTS

 

On April 4, 2023, the Company issued warrants to GK Partners ApS to purchase up to 5,000,000 shares of common stock. The warrants were issued as an incentive to provide future financing to the Company. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.50 per share and expire on December 31, 2024. Using the Black-Scholes option pricing model, the fair value for the warrants was calculated to be $1,582,072.

 

The assumptions used to determine the fair value of the Warrants as follows:

 

Expected life (years)   1.75 
Risk-free interest rate   3.84%
Expected volatility   132.96%
Dividend yield   0%

 

 

  

Number of

Warrants

  

Weighted

Average

Exercise

Price

  

Weighted Average

Remaining Contract Term

  

Intrinsic

Value

 
Outstanding, December 31, 2022   —    —    —       -              
Issued   5,000,000   $0.50    1.75    - 
Cancelled   —   $—    —    - 
Exercised   —   $—    —    - 
Outstanding, July 31, 2023   5,000,000   $0.50    1.67   $— 

 

NOTE 11 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist other than the following.

 

In August 2023, the Company issued 370,000 shares of common stock for investor relation services to be provided in 2024.

 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 

Special Note Regarding Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

General Overview

 

We were incorporated on July 8, 2021 as an Oklahoma corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using our capital stock, debt or a combination of cash, stock and debt.

 

On May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all 1,000 issued and outstanding Series A Preferred Shares of the Company to Reddington Partners LLC (the “Purchaser”), thus constituting a change of control of the Company, for $495,000, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The Preferred Shares were convertible into 10,000,000 common shares which, upon conversion, represent approximately 98.7% of the Company’s outstanding common shares.

 

The sale of the Shares to the Purchaser was completed on May 17, 2022. As part of the Stock Purchase Agreement, G. Reed Petersen agreed to resign as the Company’s sole officer and director; and the change of management was completed on June 5, 2022. On June 6, 2022, Henrik Rouf became the Company’s sole officer and director.

 

On March 30, 2023, the Company, entered into a Reorganization Agreement (the “Reorganization Agreement”) with Megamile Capital, Inc. d/b/a Mag Mile Capital f/k/a CSF Capital LLC (“Mag Mile Capital”) under which Mag Mile Capital was merged with and into Myson. At the closing of the Reorganization Agreement, the sole member of the Myson Board of Directors and its officer resigned and Rushi Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of the Myson Board of Directors and the title of President and CEO, Secretary and Treasurer of Myson. Under the terms of the Reorganization Agreement, Mag Mile Capital’s shareholders now own 88% of the issued and outstanding shares of the Company’s common stock or 87,424,424 shares.

 

The Merger is accounted for as a reverse recapitalization. Mag Mile Capital is deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.

 

Current Business

 

Mag Mile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lending relationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectively raised over $9 billion in real estate financing during their combined 29 years of experience in this industry.

 

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Mag Mile Capital leverages its access to diverse sources of capital, including family offices, hedge funds, private equity firms, investment banks, life insurance companies, money center and regional commercial banks, mortgage and equity REITs and sovereign wealth funds. Mag Mile Capital also utilizes historic tax credits and federal and state new markets tax credits to originate creative financing alternatives for its diverse customer base. Those customers are among the most high profile hotel brands such as Hilton, Hyatt, Marriott, Four Season and Wyndham.

 

Mag Mile Capital has developed a commercial real estate origination software platform named CapLogiq that uses automation and artificial intelligence to increase the efficiency of the loan closing process.

 

Our growth strategies are as follows:

 

Invest in sales and marketing.

 

We intend to continue to attract new customers through an increase in the number of salespeople we engage by leveraging our public company stock to provide a more competitive compensation package than many of our private company competitors that can only offer cash incentives as well as to attract highly talented marketing personnel.

 

Pursue Strategic Acquisitions.

 

We intend to explore potential high-quality acquisition opportunities using our public company status to offer attractive purchase prices and growth prospects to such targets.

 

Results of Operations

 

Results of Operations for the One Month Ended July 31, 2023 Compared to the One Month Ended July 31, 2022

 

Revenue and Gross Profit

 

Mag Mile Capital’s business is lumpy and has long sales cycles. Some larger and complex development deals can take a long time from initial contact with the Sponsor to proposal to underwriting and packaging to going to market to find appropriate capital to funding and closing. We don’t get paid until the closing. In some cases, we also get paid a piece of the revenue after the closing based on successful securitization of the loan. The typical closing timeframe from initial contact is about four to six months.

 

Our revenue from commission income for the months ended July 31, 2023 and 2022, was $130,000 and $352,100, respectively, a decrease of $222,100 or 63.1%. The decrease was driven mainly due to the decrease in revenue due to lower transaction volume resulting from a rapid rise in interest rates.

 

Our commission expense for the months ended July 31, 2023 and 2022, was $53,867 and $295,531, respectively, a decrease of $241,664 or 81.8%. We saw a decrease in commission expense due to deals closed by loan originators with beneficial commission structures.

 

Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $76,133 for the month ended July 31, 2023, compared to $56,569 for the month ended July 31, 2022. We saw an improvement in our gross margin due to the decrease in commission expenses for the reasons discussed above.

 

Operating Expenses

 

Professional fees for the months ended July 31, 2023 and 2022, were $40,800 and $4,410, respectively, an increase of $36,390 or 825.2%. Professional fees increased mainly due to an increase of legal fees of $16,500 and $19,000 in audit fees.

 

Payroll expense for the months ended July 31, 2023 and 2022, was $51,688 and $26,788, respectively, an increase of $24,900 or 93%. Payroll expense increased due to increase in the Chairman and CEO’s salary and adding an administrative assistant salary.

 

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General and administrative (“G&A”) expenses for the month ended July 31, 2023 and 2022, was $45,185 and $41,650, respectively, an increase of $3,535 or 8.5%.

 

Net Loss

 

We had a net loss of $61,540 for the month ended July 31, 2023, compared to $16,279 for the month ended July 31, 2022.

 

Results of Operations for the Seven Months Ended July 31, 2023 Compared to the Seven Months Ended July 31, 2022

 

Revenue and Gross Profit

 

Our revenue from commission income for the seven months ended July 31, 2023 and 2022, was $1,244,311 and $1,686,257, respectively, a decrease of $441,946 or 26.2%. The decrease was driven mainly by the rise in interest rates and the drop in transaction activity.

 

Our commission expense for the seven months ended July 31, 2023 and 2022, was $410,108 and $715,418, respectively, a decrease of $305,310 or 42.7%. Commission expenses decreased in conjunction with our large decrease in revenue.

 

Our commission expense – related party, for the seven months ended July 31, 2023 and 2022, was $498,000 and $268,825, respectively, an increase of $229,175 or 85.3%. Related party commission expense increased during the reverse merger when the related party commission agreement was put in place at 55% of all closed deals. Prior to the reverse merger, the related party was 100% owner of the company, some of the commission expense was left in the company and paid out as dividends.

 

Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $336,203 for the seven months ended July 31, 2023, compared to $702,014 for the seven months ended July 31, 2022.

 

Operating Expenses

 

For the seven months ended July 31, 2023. We recognized $1,582,072 for the fair value of warrants issued. We had no similar expense in the prior period.

 

Professional fees for the seven months ended July 31, 2023 and 2022, were $570,119 and $34,450, respectively, an increase of $535,669. Professional fees increased mainly because of legal fees associated with our acquisition. We also issued 894,113 shares of common stock to an attorney for total non-cash expense of $447,057.

 

Payroll expense for the seven months ended July 31, 2023 and 2022, was $199,849 and $167,274, respectively, an increase of $32,575 or 19.5%. Our payroll expense increased in the current period due to the increase in Chairman and CEO salary along with the hiring of an administrative assistant and a business intern who assisted in marketing.

 

General and administrative expenses for the seven months ended July 31, 2023 and 2022, were $715,665 and $238,055, respectively, an increase of $477,610 or 200.6%. In the current period we issued 1,234,113 shares of common stock for services for total non-cash expense of $617,057. This was offset with a decrease in expenses associated with conferences of $20,550 and a decrease for contract labor of $23,200.

 

Other Expense

 

We incurred interest expense of $5,217 for the seven months ended July 31, 2023, compared to $0 for the seven months ended July 31, 2022.

 

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Net Loss

 

We had a net loss of $2,736,719 for seven months ended July 31, 2023, compared to net income of $262,215 for the seven months ended July 31, 2022. The large net loss in the current period is the result of the $1,582,072 of non-cash expense incurred for the issuance of warrants.

 

Liquidity and capital resources.

 

As of July 31, 2023, we had cash of approximately $168,000 and working capital of $645,005.

 

During the seven months ended July 31, 2023, we used $208,740 of cash in operating activities. Our cash flows used in operating activities is primarily a result of (i) our net loss of $2,736,719, adjusted for non-cash activity of $2,661,146 and (ii) an increase in accounts receivables and accounts payable of $162,189 and 29,022, respectively. In the prior period operating activities provided $201,668 of cash.

 

We used no cash in investing activities for the seven months ended July 31, 2023 and 2022.

 

During the seven months ended July 31, 2023, we received $48,060 of cash from related party loans, $100 loan payable we used $45,007 for shareholder distributions. In the prior period we received $37,649 of cash from related party loans and used $87,490 for shareholder distributions.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and recently adopted and issued accounting standards.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Evaluation of Disclosure Controls and Procedures

 

We conducted an evaluation of the effectiveness of our internal control over financial reporting, based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of July 31, 2023.

 

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A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of July 31, 2023:

 

  ● The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements.
     
  ● Material Weakness – Inadequate segregation of duties.

 

We expect to be materially dependent on a third party that can provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, can and will be detected.

 

This Quarterly Report on Form 10-Q does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Commission that permit us to provide only management’s report in this Quarterly Report on Form 10-Q.

 

Changes in Internal Controls over Financial Reporting

 

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceed

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable

 

Item 5. Other Information

 

On June 4, 2023, the Board terminated the engagement of Olayinka Oyebola & Co. as its certifying accountant and engaged Fruci & Associates II, PLLC as the Company’s new independent auditing firm.

 

Item 6. Exhibits

 

Exhibit No.   Description
3.1+   Articles of Incorporation
3.2*   Amended Certificate of Incorporation
3.3+   Bylaws
31.1   Certification of Chief Executive and Financial Officer (Rule 13a-14(a))
32.1   Certification of Chief Executive and Financial Officer (18 USC 1350)
101 INS   Inline XBRL Instance Document
101 SCH   Inline XBRL Taxonomy Extension Schema Document.
101 Cal   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101 DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101 LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101 PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

+ Incorporated by reference to such exhibit as filed with the Company’s Registration Statement on Form 10 filed on August 23, 2021.

 

*Incorporated by reference to Exhibit 3.2 of the Company’s S-1 Registration Statement filed September 6, 2023

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

MAG MILE CAPITAL, INC.  
   
Date: January 2, 2024  
   
By /s/ Rushi Shah  
  Rushi Shah  
 

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

  

 

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