UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2021 September 30, 2023
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for
For the transition periodTransition Period from __________________ to ________________________________
Commission File Number 0-56333 000-56333
MAG MILE CAPITAL, INC.
(Exact Name of registrant as specified in its charter)
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(State or other Jurisdiction of |
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| I.R.S. Employer- | |
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1141 W. Randolph Street, Suite 200, Chicago, IL60607
(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 |
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common StockMYSNOTC Link
Par $.00001
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 ☒
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 No ☐☒
Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common equity, as of the latest practicable date.
As of DecemberFebruary 9, 2021,2024, there were 67,778 shares of Common Stock, $.00001 par value, and 1,000,000 shares of Series A Convertible Preferred Stock outstanding.
2
MAG MILE CAPITAL, INC.
(formerly Myson, Inc.)
FORM 10-Q
For the Period ended September 30, 2023
TABLE OF CONTENTS
2 |
PART I – FINANCIAL STATEMENTSINFORMATION
MYSON, INC. | ||||||
Balance Sheets | ||||||
(unaudited) | ||||||
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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Total Current Assets |
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Total Assets |
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LIABILTITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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Accounts Payable |
| $ | 632 |
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Total Current Liabilities |
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| 632 |
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STOCKHOLDERS' EQUITY |
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Preferred stock, $0.00001 par value, 20,000,000 shares authorized, 1,000,000 and 1,000 shares issued or outstanding, respectively |
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Common stock, $0.00001 par value, 480,000,000 shares authorized; 69,778 shares outstanding |
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Additional paid in capital |
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Retained deficit |
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Total stockholders' equity (deficit) |
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Total Liabilities and Stockholders' Equity |
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The annexed notes form an integral part of these financial statements. |
Item 1. Financial Statements
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Condensed Statements of Changes in Stockholders’ Equity for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited) |
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MYSON, INC. | ||||||||||||||||||||
Statement of Changes in Stockholders' Equity | ||||||||||||||||||||
For the Three Months Ended October 31, 2021 | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||
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Balances, July 31, 2021 |
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| 1,000,000 |
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| $ | 90 |
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Contribution to capital |
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| 19,520 |
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Net loss for period ended July 31, 2021 |
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Balances, July 31, 2021 |
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| $ | 19,610 |
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The annexed notes form an integral part of these financial statements. |
for the Nine Months ended September 30, 2023 and 2022 (unaudited) | 7 | |||
Notes to Condensed Financial Statements (unaudited) |
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3 |
MYSON,MAG MILE CAPITAL, INC.
(formerly Myson, Inc.)
CONDENSED BALANCE SHEETS
(Unaudited)
September 30, 2023 | December 31, 2022 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash | $ | 141,970 | $ | 374,091 | ||||
Accounts receivable | 338,876 | 202,837 | ||||||
Loan receivable | 12,500 | 12,500 | ||||||
Prepaid stock compensation | 185,000 | — | ||||||
Due from related parties | 482,550 | 482,550 | ||||||
Total Current Assets | 1,160,896 | 1,071,978 | ||||||
Operating lease right of use asset | 195,510 | — | ||||||
Property and equipment, net | 22,446 | 41,872 | ||||||
Total other assets | 217,956 | 41,872 | ||||||
Total Assets | $ | 1,378,852 | $ | 1,113,850 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accruals | $ | 32,533 | $ | 42,414 | ||||
Loan payable | 150,000 | 147,707 | ||||||
Loan payable – related party | 125,709 | 77,649 | ||||||
Operating lease liability – current portion | 39,184 | — | ||||||
Total Current Liabilities | 347,426 | 267,770 | ||||||
Long Term Liabilities: | ||||||||
Operating lease liability – net of current portion | 156,070 | — | ||||||
Deferred lease obligation | 2,266 | — | ||||||
Long Term Liabilities: | 158,336 | — | ||||||
Total Liabilities | 505,762 | 267,770 | ||||||
Stockholders’ Equity (Deficit): | ||||||||
Preferred stock, $ | par value, shares authorized— | — | ||||||
Series A Preferred stock, $ | par value, shares designated, shares issued and outstanding— | — | ||||||
Preferred stock, value | — | — | ||||||
Common stock, $ | par value, shares authorized; and shares issued and outstanding, respectively1,000 | 101 | ||||||
Additional paid in capital | 3,173,778 | 388,569 | ||||||
Accumulated deficit | (2,301,688 | ) | 457,410 | |||||
Total stockholders’ equity | 873,090 | 846,080 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 1,378,852 | $ | 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)
For the Three Month Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Commission income | $ | 376,800 | $ | 1,227,880 | $ | 1,491,111 | $ | 2,562,037 | ||||||||
Commission expense | (103,069 | ) | (497,680 | ) | (459,310 | ) | (917,567 | ) | ||||||||
Commission expense – related party | (35,750 | ) | (226,800 | ) | (533,750 | ) | (495,625 | ) | ||||||||
Commission expense | ||||||||||||||||
Gross margin | 237,981 | 503,400 | 498,051 | 1,148,845 | ||||||||||||
Operating expenses: | ||||||||||||||||
Stock based compensation | — | — | 1,582,072 | — | ||||||||||||
Professional fees | 41,032 | 27,548 | 570,351 | 57,588 | ||||||||||||
Payroll expense | 132,556 | 71,674 | 280,717 | 212,160 | ||||||||||||
General and administrative | 144,657 | 110,124 | 815,137 | 306,509 | ||||||||||||
Total operating expenses | 318,245 | 209,346 | 3,248,277 | 576,257 | ||||||||||||
(Loss) income from operations | (80,264 | ) | 294,054 | (2,750,226 | ) | 572,588 | ||||||||||
Other expense: | ||||||||||||||||
Interest expense | (3,655 | ) | — | (8,872 | ) | — | ||||||||||
Total other expense | (3,655 | ) | — | (8,872 | ) | — | ||||||||||
Net (loss) income before income tax | (83,919 | ) | 294,054 | (2,759,098 | ) | 572,588 | ||||||||||
Income tax | — | — | — | — | ||||||||||||
Net (Loss) Income | $ | (83,919 | ) | $ | 294,054 | $ | (2,759,098 | ) | $ | 572,588 | ||||||
(Loss) income per share, basic | $ | (0.00 | ) | $ | 0.03 | $ | (0.04 | ) | $ | 0.13 | ||||||
(Loss) income per share, diluted | $ | (0.00 | ) | $ | 0.03 | $ | (0.04 | ) | $ | 0.13 | ||||||
Weighted average shares outstanding, basic | 99,818,544 | 10,133,284 | 70,442,017 | 4,309,108 | ||||||||||||
Weighted average shares outstanding, diluted | 104,818,544 | 10,133,284 | 75,442,017 | 4,309,108 |
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 THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)
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 income | — | — | — | — | — | 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 income | — | — | — | — | — | 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 income | — | — | — | — | — | 294,054 | 294,054 | |||||||||||||||||||||
Balances, September 30, 2022 | 10,133,284 | $ | 101 | — | $ | — | $ | 382,912 | $ | 291,797 | $ | 674,810 |
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 | — | — | (45,952 | ) | — | (45,078 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (1,187,507 | ) | (1,187,507 | ) | |||||||||||||||||||
Balances, March 31, 2023 | 99,345,935 | 993 | — | — | 1,236,713 | (730,097 | ) | 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 | — | — | 2,868,784 | (2,217,769 | ) | 652,009 | ||||||||||||||||||||
Balances | 99,445,935 | 994 | — | — | 2,868,784 | (2,217,769 | ) | 652,009 | ||||||||||||||||||||
Stock issued for services | 610,000 | 6 | — | — | 304,994 | — | 305,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (83,919 | ) | (83,919 | ) | |||||||||||||||||||
Net Income (loss) | — | — | — | — | — | (83,919 | ) | (83,919 | ) | |||||||||||||||||||
Balances, September 30, 2023 | 100,055,935 | $ | 1,000 | — | $ | — | $ | 3,173,778 | $ | (2,301,688 | ) | $ | 873,090 | |||||||||||||||
Balances | 100,055,935 | $ | 1,000 | — | $ | — | $ | 3,173,778 | $ | (2,301,688 | ) | $ | 873,090 |
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)
For the Nine Months Ended September 30, | ||||||||
2023 | 2022 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net (loss) income | $ | (2,759,098 | ) | $ | 572,588 | |||
Adjustments to reconcile net (loss) income to net cash used in Operating activities: | ||||||||
Stock based compensation | 1,582,072 | — | ||||||
Common stock issued for services | 1,064,114 | — | ||||||
Depreciation expense | 19,425 | — | ||||||
Operating lease expense | 2,010 | — | ||||||
Changes in Operating Assets and Liabilities: | ||||||||
Accounts receivable | (136,039 | ) | (131,608 | ) | ||||
Accounts payable and accruals | (7,588 | ) | 18,137 | |||||
Net cash (used) provided by operating activities | (235,104 | ) | 459,117 | |||||
Cash Flows from Investing Activities: | — | — | ||||||
Cash Flows from Financing Activities: | ||||||||
Loan payable – related party | 48,060 | 77,649 | ||||||
Distributions to controlling shareholder | (45,077 | ) | (87,490 | ) | ||||
Net cash provided (used) by financing activities | 2,983 | (9,841 | ) | |||||
Net change in cash | (232,121 | ) | 449,276 | |||||
Cash, at beginning of period | 374,091 | 104,707 | ||||||
Cash, at end of period | $ | 141,970 | $ | 553,983 | ||||
Supplemental Non-Cash Disclosure: | ||||||||
Cash paid for interest | $ | — | $ | — | ||||
Cash paid for taxes | $ | — | $ | — | ||||
Non-cash financing activity: | ||||||||
Establish right of use of asset | $ | 222,344 | $ | — | ||||
Common stock issued for prepaid services | $ | 185,000 | $ | — |
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
For the Three Months Ended October 31, 2021September 30, 2023
NOTE 1 – NATURE OF OPERATIONS
Myson,Mag Mile Capital, Inc. (“Myson”Mag Mile”, or the “Company”) is an Oklahoma corporation formed on July 8, 2021. As of October 31, and July 31, 2021, the Company did not have any subsidiaries. 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 (a “Business Combination”businesses.
On May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all 495,000, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to allPreferred Shares were convertible into common shares which, upon conversion, represent approximately 98.7% of the risks associated with early stage and emerging growth companies.Company’s outstanding common shares. On June 8, 2022, Reddington Partners LLC converted their Series A Preferred Shares into common shares. 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 $
AsThe sale of October 31, 2021, the Company had not commenced any operations. All activity for the period from July 8, 2021 (inception) through October 31, 2021 relatesShares to the Company’s formation andPurchaser was completed on May 17, 2022. As part of the filing of its Registration Statement on Form 10, which was effective on October 23, 2021, andStock Purchase Agreement, G. Reed Petersen agreed to resign as the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
Liquidity and Capital Resources
As of October 31, 2021, the Company had no cash on hand, all operating expenses being provided by itsCompany’s sole officer and director. Thatdirector; 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 intends to continue providing such resources until the initial Business Combination is effected. Based on the foregoing, management believes thatdirector.
On March 30, 2023, the Company, will have sufficient working capitalentered 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 borrowing capacity to meet its needs throughinto Myson. At the earlierclosing of the consummation of a Business Combination or one year from this filing. Expenses anticipated including existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selectingReorganization Agreement, the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Risks and Uncertainties
Management continues to evaluate the impactsole member of the COVID-19 pandemic onMyson Board of Directors and its officer resigned and Rushi Shah, President and CEO of Mag Mile Capital, assumed the industrypositions of Chairman of the Myson Board of Directors and has concluded that while it is reasonably possible that the virus could have a negative effect ontitle 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 financial position, results of its operations, and/common stock or search shares.
The Merger is accounted for as a target company,reverse recapitalization. Mag Mile Capital is deemed the specific impact is not readily determinable asaccounting predecessor of the date of these financial statements. TheMerger and will be the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements do not include any adjustmentsfor 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 might result frombecame effective on June 16, 2023. On September 5, 2023, the outcomename 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 uncertainty.industry.
8 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanyingCompany’s unaudited condensed financial statements of the Company are presentedhave been prepared in conformityaccordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.. The accompanying unaudited condensed financial statements should be readreflect all adjustments, consisting of only normal recurring items, which, in conjunction with the Company’s Registration Statement on Form 10 as filed withopinion of management, are necessary for a fair statement of the SEC on August 23, 2021, as amended on September 19, 2021, as well as the Company’s future filings with the SEC. The interim results of operations for the three months ended October 31, 2021periods 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, or for any future periods.
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 and Assumptionsestimates
The preparation of financial statements in conformity with GAAPgenerally accepted accounting principles requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities (ii) theand disclosure of contingent assets and liabilities known to exist as ofat the date of the financial statements are published, and (iii) the reported amountamounts of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actualreporting period. Actual results couldmay differ from thesethose estimates. The Company's most significant estimates relate to the valuation of its contingent liabilities and the valuation of its common stock.
Cash and Cash Equivalents
The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid investmentsdebt instruments purchased with an originala maturity of three months or less to beas cash equivalents.
Income Taxes
We account for income taxes under the asset and liability method. Deferred tax assetscash equivalents. The carrying amount of financial instruments included in cash and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.
As a resultcash equivalents approximates fair value because of the implementationshort maturities for the instruments held. The Company had no cash equivalents as of certain provisions of ASC 740, Income Taxes ("ASC 740"), which clarifies the accountingSeptember 30, 2023 and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal as our "major" tax jurisdictions. However, we have certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.December 31, 2022.
Basic lossNet income (loss) per common share is computed usingpursuant 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 lossnet 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 September 30, 2023 and 2022, the Company has not been provided and potentially dilutive shares of common stock from warrants, respectively.
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 it would be anti-dilutive.
Stock-Based Compensation
We periodically issue stock options and warrants to employees and non-employees in non-capital raisingthe Company satisfies a performance obligation. The company generates revenues from brokering financing transactions, for services and for financing costs. We account for stock option and warrant grants issued and vesting to employeesmainly 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) ASC Topic 718, "Compensation-Stock Compensation", whereas(“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 award is measured atASU 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 atany financial assets held. As of September 30, 2023 and December 31, 2022, there are no assets that are within the datescope of grant and is amortized ratably over the service period. We account for stock option and warrant grants issued and vesting to non-employees in accordance with ASC Topic 505, "Equity", whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.
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326.
Fair Value of Financial Instruments
The Company's financial instruments consist primarily of accounts payable and accrued expenses. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
The Company adopted ASC Topic 820, Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit pricehas implemented all new accounting pronouncements that would be received upon sale of an asset or paid to transfer a liabilityare in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements basedeffect. These pronouncements did not have any material impact on the nature of inputs used infinancial statements unless otherwise disclosed, and the valuation of an asset or liability as of the measurement date.
The three-level hierarchy for fair value measurements is defined as follows:
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Recent Accounting Pronouncements
ManagementCompany does not believe that there are any recentlyother new accounting pronouncements that have been issued but not yet effective, accounting standards, if currently adopted, wouldthat might have a material effectimpact on the Company’sits financial statements.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, 2021,September 30 2023, the Company hadhas not yet achieved profitable operations, has accumulated lossesoperations. For the nine months ended September 30, 2023, we had a net loss of $101 since its inception, has no working capital$2,759,098 ($ of which was non-cash expense) and expectsused $235,104 of cash in operations. These conditions and the ability to incur further losses in the development of its business, all of whichsuccessfully resolve these factors raise substantial doubt about the Company'sCompany’s ability to continue as a going concern. The Company'sfinancial 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. Management has no formal plan in placeWe expect to address this concern but considers thatuse 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
September 30, 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 | (168,858 | ) | (149,432 | ) | ||||
Total property and equipment, net | $ | 22,446 | $ | 41,872 |
Depreciation expense for the nine months ended September 30, 2023, and 2022, was $19,425 and $0, respectively.
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NOTE 5 – LOAN PAYABLE
On May 27, 2020, the Company willreceived 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 ableprepaid at any time without penalty. As of September 30, 2023, all payments to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on terms acceptabledate have been applied to interest and the Company.balance remains at $150,000.
NOTE 46 - RELATED PARTY TRANSACTIONS
Due from related parties consists of receivables of $416,750 and $416,750, from Mag Mile Capital LLC as of September 30, 2023 and December 31, 2022, respectively, and amounts due from companies related to the CEO of $65,800 and $65,800, respectively.
During the nine months ended September 30, 2023, Reddington Partners LLC, a majority shareholder, advanced the Company $23,256 to pay for general operating expenses. As of OctoberSeptember 30, 2023 and December 31, 2022, the Company owes Reddington Partners LLC, a total of $85,709and July 31, 2021, a related party has paid various expenses on behalf of$62,453, respectively, for advances to the Company. The related party does not expectadvances are non-interest bearing and due on demand. In addition, as of September 30, 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 nine months ended September 30, 2023 and 2022, Mr. Shah earned commissions of $533,750 and $495,625, respectively. For the three months ended September 30, 2023 and 2022, Mr. Shah earned commissions of $35,750 and $226,800, 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 shares of common stock, par value $ .
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 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. shares of common stock for services. The shares were valued at $ , for total non-cash expense of $
On March 28, 2023, the Company issued another 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. shares of common stock for services. The shares were valued at $ , for total non-cash expense of $
On June 9, 2023, the Company issued 50,000. shares of common stock for services. The shares were valued at $ , for total non-cash expense of $
On July 17, 2023, the Company issued 220,000. shares of common stock for services. The shares were valued at $ , for total non-cash expense of $
On August 17, 2023, the Company granted reimbursedprovided in 2024. The shares were valued at $ , for those expenses.total non-cash prepaid expense of $185,000. shares of common stock for investor relation services to be
As the Company’s office space needs are limited atcommon stock is not trading and there have been no current sales of common stock for cash management used the current time,price of warrants recently issued ($ ) for valuing the officer and director is currently providing space to theshares issued for services.
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NOTE 8 – PREFERRED STOCK
The Company at no cost.
NOTE 5 - EQUITY
The total number ofhas authorized shares of preferred stock, which the corporation shall have authority to issue is 500,000,000 shares, all par value $0.00001 per share, of which 480,000,000 shares are designated as Common Stock and 20,000,000 shares are designated as Preferred Stock.$ . 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. The Company has 69,778
Of the authorized preferred stock of Common Stock and 10,000 shares ofhave been designated as Series A Convertible Preferred Stock outstanding.Stock. Each share of Series A Convertible Preferred Stock is convertible into shares of Common Stockcommon stock and has 100,000 voting rights per share. shares
On June 8, 2022, the Reddington Partners LLC converted the Series A Preferred Shares into common shares.
NOTE 9 – OPERATING LEASE
The numberCompany has an office lease dated January 1, 2023, with a term offive 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%.
SCHEDULE OF OPERATING LEASE
Balance Sheet Classification | September 30, 2023 | |||||
Asset | ||||||
Operating lease asset | Right of use asset | $ | 195,510 | |||
Total lease asset | $ | 195,510 | ||||
Liability | ||||||
Operating lease liability – current portion | Current operating lease liability | $ | 39,184 | |||
Operating lease liability – noncurrent portion | Long-term operating lease liability | 156,070 | ||||
Total lease liability | $ | 195,254 |
Lease obligations at September 30, 2023 consisted of the following:
SCHEDULE OF LEASE OBLIGATIONS
For the year ended December 31: | ||||
2023 | $ | 12,186 | ||
2024 | 49,598 | |||
2025 | 51,720 | |||
2026 | 53,280 | |||
2027 | 54,876 | |||
Total payments | 221,660 | |||
Amount representing interest | (26,406 | ) | ||
Lease obligation, net | 195,254 | |||
Less current portion | (39,184 | ) | ||
Lease obligation – long term | $ | 156,070 |
Lease expense for the nine months ended September 30, 2023, was $38,569.
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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 outstanding could increase slightlycommon 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 resultprice of rounding shares issued in lieu$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 fractional shares.the Warrants as follows:
SCHEDULE OF FAIR VALUE OF THE WARRANTS
Expected life (years) | 1.75 | |||
Risk-free interest rate | 3.84 | % | ||
Expected volatility | 132.96 | % | ||
Dividend yield | 0 | % |
SCHEDULE OF WARRANT ACTIVITY
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Intrinsic Value | |||||||||||||
Outstanding, December 31, 2022 | — | — | — | - | ||||||||||||
Issued | 5,000,000 | $ | 0.50 | - | ||||||||||||
Cancelled | — | $ | — | — | - | |||||||||||
Exercised | — | $ | — | — | - | |||||||||||
Outstanding, September 30, 2023 | 5,000,000 | $ | 0.50 | $ | — |
NOTE 611 - SUBSEQUENT EVENTS
The Company
Management has evaluated allsubsequent events that occurred afterpursuant to the requirements of ASC Topic 855, from the balance sheet date through the date whenthe financial statements were issued to determine if they must be reported. The management of the Companyand has determined that there were no reportablematerial subsequent events to be disclosed.exist.
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Item 2. MANAGEMENT'SMANAGEMENT’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
This Quarterly Report includes
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” withinstatements.” These forward-looking statements generally are identified by the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and Section 21E of the Exchange Actsimilar expressions. Forward-looking statements are based on current expectations and assumptions that are not historical facts, and involvesubject to risks and uncertainties that couldwhich may cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors thatOur ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could cause actual results to differ materially from those anticipatedhave a material adverse effect on our operations and future prospects include, but are not limited to: changes in theeconomic 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 please refer to the Risk Factors section of the Company’s Form 10, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings canundue reliance should not be accessedplaced on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.such statements.
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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
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities
Results of Operations for the periodThree Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 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 July 8, 2021 (inception) through October 31, 2021 were organizational activities, preparing and filing a Form 10initial contact with the SEC,Sponsor to proposal to underwriting and then identifyingpackaging 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 target companypiece 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 a business combination. We will not generate any operating revenues until after completion of our initial business combination. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially in the year ended July 31, 2022.
For the three months ended October 31, 2021, weSeptember 30, 2023 and 2022, was $376,800 and $1,227,880, respectively, a decrease of $851,080 or 69.3%. 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 three months ended September 30, 2023 and 2022, was $103,069 and $497,680, respectively, a decrease of $394,611 or 79.3%. We saw a decrease in commission expense due to deals closed by loan originators with beneficial commission structures.
Our commission expense – related party, for the three months ended September 30, 2023 and 2022, was $35,750 and $226,800, respectively, a decrease of $191,050 or 8432%. Related party commission expense decreased due to the decrease in income and due to a new commission agreement, that lowered the percentage to 55% of all closed deals.
Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $237,981 for the three months ended September 30, 2023, compared to $503,400 for the three months ended September 30, 2022.
Operating Expenses
Professional fees for the three months ended September 30, 2023 and 2022, were $41,032 and $27,548, respectively, an increase of $13,484 or 48.9%. Professional fees increased mainly due to an increase of legal fees of $16,682 and $19,000 in audit fees. These increases were offset by a $22,188 decrease of accounting fees.
Payroll expense for the three months ended September 30, 2023 and 2022, was $132,556 and $71,674, respectively, an increase of $60,882 or 84.9%. Payroll expense increased due to increase in the Chairman and CEO’s salary and adding an administrative assistant salary.
General and administrative (“G&A”) expenses for the three months ended September 30, 2023 and 2022, was $144,657 and $110,124, respectively, an increase of $34,533 or 31.4%.
Other Expense
We incurred interest expense of $3,655 for the three months ended September 30, 2023, compared to $0 for the three months ended September 30, 2022.
Net Loss
We had a net loss of $20,152, resulting from accounting fees, transfer agent fees, and expenses related$83,919 for the three months ended September 30, 2023, compared to net income of $294,094 for the three months ended September 30, 2022.
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Results of Operations for the Nine Months Ended September 30, 2023 Compared to the noticeNine Months Ended September 30, 2022
Revenue and Gross Profit
Our revenue from commission income for the nine months ended September 30, 2023 and 2022, was $1,491,111 and $2,562,037, respectively, a decrease of corporate action filed$1,070,926 or 41.8%. The decrease was driven mainly by the rise in interest rates and the drop in transaction activity.
Our commission expense for the nine months ended September 30, 2023 and 2022, was $459,310 and $917,567, respectively, a decrease of $458,257 or 49.9%. Commission expenses decreased in conjunction with FINRAour large decrease in revenue.
Our commission expense – related party, for the nine months ended September 30, 2023 and 2022, was $533,750 and $495,625, respectively, an increase of $38,125 or 7.7%. 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 effectthe 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 reverse splitgross profit of $498,051 for the nine months ended September 30, 2023, compared to $1,148,845 for the nine months ended September 30, 2022.
Operating Expenses
For the nine months ended September 30, 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 nine months ended September 30, 2023 and name change.2022, were $570,351 and $57,588, respectively, an increase of $512,763. 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 nine months ended September 30, 2023 and 2022, was $280,717 and $212,160, respectively, an increase of $68,557 or 32.3%. 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 nine months ended September 30, 2023 and 2022, were $815,137 and $306,509, respectively, an increase of $508,628 or 165.9%. 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 public relations and recruiting expense of $24,834 and a decrease for contract labor of $30,638.
Other Expense
We incurred interest expense of $8,872 for the nine months ended September 30, 2023, compared to $0 for the nine months ended September 30, 2022.
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Net Loss
We had a net loss of $2,759,098 for nine months ended September 30, 2023, compared to net income of $572,588 for the nine months ended September 30, 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.
The Company has noAs of September 30, 2023, we had cash of approximately $142,000 and working capital with all of its foreseeable capital needs being met by contributions or loans from its sole officer and director. The Company has no business at this time and is seeking to acquire another business. $813,470.
CashDuring the nine months ended September 30, 2023, we used $235,104 of cash in operating activities. Our cash flows
Our used in operating activities resulted inis primarily a result of (i) our net loss of $20,153$2,759,098, adjusted for non-cash activity of $2,667,621 and (ii) an increase in accounts receivables and decrease of accounts payable of $136,039 and $7,588, respectively. In the prior period operating activities provided $459,117 of cash.
We used no cash in investing activities for the quarternine months ended October 31, 2021. Our accounts payable increased by $632,September 30, 2023 and our officer2022.
During the nine months ended September 30, 2023, we received $48,060 of cash from related party loans, and director contributedused $45,077 for shareholder distributions. In the prior period we received $77,649 of cash of $19,520. We expect that we will require an additional $10,000 to be either contributed or loaned by the officerfrom related party loans and director during the remainder of the year ended July 31, 2022. We did not use any fundsused $87,490 for investing activities and do not expect to do so during the remainder of the year ended July 31, 2022.shareholder distributions.
CRITICAL ACCOUNTING POLICIES
All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies are described in Note 2 to our Financial Statements on page F-7. These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statements. However, it should be noted that we intend to acquire a new operating business. The critical accounting policies and estimates for such new operations will, in all likelihood, be significantly different from our current policies and estimates.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.
Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Off-Balance Sheet Arrangements
Per SEC regulations, we are required to disclose ourWe have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that areis material to investors. As October 31, 2021, we have no off-balance sheet arrangements.
Contractual Obligations
We have no contractual obligations at this time other than the agreement with our transfer agent for services at $350 per month.
Accounting for Acquisitions
In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We capitalize acquisition-related costs and fees associated with asset acquisitions and immediately expense acquisition-related costs and fees associated with business combinations.
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” (“ASC-605”). ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period that the related sales are recorded. We will defer any revenue for which the product or servicers has not been delivered or provided, or is subject to refund, until such time that we and the customer jointly determine that the product has been delivered or that no refund will be required.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We have incurred net operating loss for financial-reporting and tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the three months ended October 31, 2021.
Distinguishing Liabilities from Equity
We rely on the guidance provided by ASC Topic 480,Distinguishing Liabilities from Equity, to classify certain redeemable and/or convertible instruments. We first determine whether a financial instrument should be classified as
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a liability. We will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that we must or may settle by issuing a variable number of its equity shares.stockholders.
Once we determine that a financial instrument should not be classified as a liability, we determine whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). We will determine temporary equity classification if the redemption of the financial instrument is outside the control of our Company (i.e. at the option of the holder). Otherwise, we account for the financial instrument as permanent equity.Critical Accounting Policies
Initial Measurement
We record our financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.
Subsequent Measurement - Financial instruments classified as liabilities
We record the fair valueRefer to Note 2 of our financial instruments classified as liabilities at each subsequent measurement date. The changesstatements contained elsewhere in fair valuethis Form 10-Q for a summary of our financial instruments classified as liabilities are recorded as other expense/income.
Share-based Compensation
In accordance with ASC 718, Compensation – Stock Based Compensation,critical accounting policies and ASC 505, Equity Based Payments to Non-Employees, we account for share-based payment using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is readily determinable.
Recently Issued Accounting Pronouncements
Management has evaluatedrecently adopted and issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our financial statements and related disclosures.standards.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This item is not applicable as weWe are a smaller reporting company.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 the three months ended October 31, 2021.September 30, 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 consolidated 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 October 1, 2021:September 30, 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. |
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● | 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.
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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.
Item 1.Legal Proceedings - None.
Item 1A.Risk Factors - This item is inapplicable since we are a “smaller reporting company.”
Item 2.Unregistered Sales of Equity Securities and Use of Proceed – None.
None.
Item 3.Defaults Upon Senior Securities – None.
None.
Item 4.Mine Safety Disclosures –
Not applicable
Item 5.Other Information - None
None.
Item 6.Exhibits
Exhibit No. | Description |
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| Amended Certificate of Incorporation | ||
3.3+ | Bylaws |
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| Certification of Chief Executive and Financial Officer (Rule 13a-14(a)) |
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| Certification of Chief Executive and Financial Officer (18 USC 1350) |
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101 INS | Inline XBRL Instance Document |
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101 SCH | Inline XBRL Taxonomy Extension Schema Document. |
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101 Cal | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101 DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101 LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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(1)+ Incorporated by reference to such exhibit as filed with the Company’s Registration Statement on Form 10 filed on August 23, 2021.
SIGNATURES
*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. |
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Date: February 12, 2024 | |||||
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Rushi Shah |
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(Principal Executive Officer, Principal Financial and Accounting Officer) |
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