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 January 31, April 30, 2023

 

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

 

for the transition period from __________________ to __________________

 

Commission File Number 0-56333

 

MYSON, 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.)

 

79501141 W. Sunset BlvdRandolph Street., Ste 629Suite 200, Chicago, IL Los AngelesCA9004660607

(Address of Principal Executive Offices and zip code)

 

(310)(312) 666-0750642-0100

(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 MYSN  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 March 3,June 20, 2023, there were 10,133,28499,345,935 shares of Common Stock, $.00001 par value.

 

 

 

 

 

 

MYSON, INC.

 

FORM 10-Q

 

For the Period ended January 31,April 30, 2023

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION3
  
Item 1. Financial Statements3
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations10
Item 3. Quantitative and Qualitative Disclosures About Market Risk12
Item 4. Controls and Procedures12
PART II – OTHER INFORMATION13
  
Item 1. Legal Proceedings3. Quantitative and Qualitative Disclosures About Market Risk1317
  
Item 1A. Risk Factors4. Controls and Procedures1173
  
PART II – OTHER INFORMATION18
Item 1. Legal Proceedings18
Item 1A. Risk Factors18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds13
Item 3. Defaults Upon Senior Securities13
Item 4. Mine Safety Disclosures13
Item 5. Other Information1318
  
Item 6. Exhibits3. Defaults Upon Senior Securities1418
  
SIGNATURESItem 4. Mine Safety Disclosures1518
Item 5. Other Information18
Item 6. Exhibits19
SIGNATURES20

 

2

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Condensed Balance Sheets as of January 31,April 30, 2023 (unaudited) and July 31, 2022 (audited)4
  
Condensed Statements of Operations for the Three and SixNine Months ended January 31,April 30, 2023 and 2022 (unaudited)5
  
Condensed Statement of Changes in Stockholders’ Deficit for the Three and SixNine Months ended January 31,April 30, 2023 and 2022 (unaudited)6
  
Condensed Statements of Cash Flows for the SixNine Months ended January 31,April 30, 2023 and 2022 (unaudited)7
  
Notes to Condensed Financial Statements (unaudited)8

 

3

 

MYSON, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

  January 31, 2023  July 31, 2022 
  (Unaudited)  (Audited) 
ASSETS        
Current Assets:        
Cash $—  $— 
Total Current Assets  —   — 
         
Total Assets $—  $— 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
Current Liabilities:        
Accounts payable $350  $282 
Loan payable – related party  75,047   37,649 
Total Current Liabilities  75,397   37,931 
         
Stockholders’ 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, 1,000 shares issued and outstanding  —   — 
Preferred stock, value  -   - 
Common stock, $0.00001 par value, 480,000,000 shares authorized; 10,133,284 shares issued and outstanding  101   101 
Additional paid in capital  27,639   27,639 
Accumulated deficit  (103,137)  (65,671)
Total stockholders’ deficit  (75,397)  (37,931)
Total Liabilities and Stockholders’ Deficit $—  $— 

  April 30, 2023  July 31, 2022 
ASSETS        
Current Assets:        
Cash $164,056  $256,534 
Accounts receivable  267,651   133,703 
Loan receivable  12,500   12,500 
Due from related parties  482,550   158,883 
Total Current Assets  926,757   561,620 
         
Operating lease right of use asset  210,454   — 
Property and equipment, net  35,396   67,775 
Total other assets  245,850   67,775 
         
Total Assets $1,172,607  $629,395 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
Current Liabilities:        
Accounts payable and accruals $48,888  $48,614 
Loan payable  150,000   149,900 
Loan payable – related party  125,709   77,649 
Loan payable      
Operating lease liability – current portion  37,618   — 
Total Current Liabilities  362,215   276,163 
Long Term Liabilities:        
Operating lease liability – net of current portion  173,084   — 
Deferred lease obligation  1,007   — 
Long Term Liabilities:  174,091   — 
         
Total Liabilities  536,306   276,163 
         
Stockholders’ 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, 1,000 shares issued and outstanding  —   — 
Preferred stock, value  -   - 
Common stock, $0.00001 par value, 480,000,000 shares authorized; 99,345,935 and 10,133,284 shares issued and outstanding, respectively  993   101 
Additional paid in capital  2,754,581   418,802 
Accumulated deficit  (2,119,273)  (65,671)
Total stockholders’ deficit  636,301   353,232 
Total Liabilities and Stockholders’ Deficit $1,172,607  $629,395 

 

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

 

4

 

 

MYSON, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 2023 2022 2023 2022  2023 2022 2023 2022 
 

For the Three Months Ended

January 31,

 

For the Six Months Ended

January 31,

  

For the Three Months Ended

April 30,

 

For the Nine Months Ended

April 30,

 
 2023 2022 2023 2022  2023 2022 2023 2022 
Commission income $769,150  $693,591  $2,478,230  $1,478,189 
Commission expense  213,305   230,235   736,628   636,692 
Commission expense – related party  200,000   213,925   670,900   268,825 
Gross margin  355,845   249,431   1,070,702   572,672 
                
Operating expenses:                                
Stock based compensation  1,582,072   —   1,582,072   — 
Professional fees  80,750   11,455   88,114   51,463 
Payroll expense  63,009   65,507   179,487   181,005 
General and administrative $12,662  $4,551  $37,466  $24,703   144,083   125,456   327,522   404,263 
Total operating expenses  12,662   4,551   37,466   24,703   1,869,914   202,418   2,177,195   636,731 
Loss from operations  (12,662)  (4,551)  (37,466)  (24,703)
                                
Net Loss $(12,662) $(4,551) $(37,466) $(24,703)
(Loss) income from operations  (1,514,069)  47,013   (1,106,493)  (64,059)
                                
Loss per share, basic & diluted $(0.00) $(0.00) $(0.00) $(0.00)
Other income (expense):                
Interest expense  (5,217)  —   (5,217)  — 
Impairment expense  —   —   —   (33,333)
Gain of forgiveness of debt  —   —   —   82,335 
Total other (expense) income  (5,217)  —   (5,217)  49,002 
                
Net (loss) income before income tax  (1,519,286)  47,013   (1,111,710)  (15,057)
Income tax  —   —   —   — 
                
Net (Loss) Income $(1,519,286) $47,013  $(1,111,710) $(15,057)
                
(Loss) income per share, basic & diluted $(0.04) $0.00  $(0.04) $(0.00)
                                
Weighted average shares outstanding, basic & diluted  10,133,284   10,133,284   10,133,284   10,133,284   41,247,538   10,133,284   25,183,114   10,133,284 

 

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

 

5

 

 

MYSON, INC.

CONDENSED STATEMENTSTATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIXNINE MONTHS ENDED JANUARY 31,APRIL 30, 2023 AND 2022

(Unaudited)

 

 Shares Amount Shares Amount Capital Deficit Deficit                
 Common Stock 

Series A

Preferred Stock

 Additional Paid in Accumulated Total Stockholders’  Common Stock 

Series A

Preferred Stock

 Additional Paid in Accumulated Total Stockholders’ 
 Shares Amount Shares Amount Capital Deficit Deficit  Shares Amount Shares Amount Capital Deficit Deficit 
Balances, July 31, 2021  133,284  $1   1,000  $—  $100  $(101) $—  133,284 $1 1,000 $— $251,637 $(101) $251,537 
Contributions to capital  —       —   —       —   19,520   —   19,520  —     — —     — 19,520 — 19,520 
Net loss  —   —   —   —   —     (20,152)    (20,152)  —  —  —  —  —  (49,766)  (49,766) 
Balances, October 31, 2021  133,284   1   1,000   —   19,620   (20,253)  (632) 133,284 1 1,000 — 271,157 (49,867) 221,291 
Contributions to capital  —   —   —   —   4,901   —   4,901  — — — — 4,901 — 4,901 
Net loss  —   —   —   —   —   (4,551)  (4,551)  —  —  —  —  —  (12,304)  (12,304) 
Balances, January 31, 2022  133,284  $1   1,000  $—  $24,520  $(24,804) $(282) 133,284 1 1,000 — 276,058 (62,171) 213,888 
Contributions to capital — — — — 3,218 — 3,218 
Net loss  —  —  —  —  —  47,013  47,013 
Balances, April 30, 2022  133,284 $1  1,000 $— $279,276 $(15,158) $264,119 

 

 Common Stock 

Series A

Preferred Stock

 Additional Paid in Accumulated Total Stockholders’  Common Stock 

Series A

Preferred Stock

 Additional Paid in Accumulated Total Stockholders’ 
 Shares Amount Shares Amount Capital Deficit Deficit  Shares Amount Shares Amount Capital Deficit Deficit 
Balances, July 31, 2022  10,133,284  $101   —  $—  $  27,639  $(65,671) $  (37,931)  10,133,284  $101   —  $      —  $418,802  $(65,671) $353,232 
Net loss  —       —   —       —   —   (24,804)  (24,804)  —   —   —   —   —   406,743   406,743 
Balances, October 31, 2022  10,133,284   101   —   —   27,639   (90,475)  (62,735)  10,133,284   101   —   —   418,802   341,072   759,975 
Beginning balance, value  10,133,284   101   —   —   27,639   (90,475)  (62,735)
                            
Net loss  —   —   —   —   —   (12,662)  (12,662)  —   —   —   —   —   833   833 
Balances, January 31, 2023  10,133,284  $101   —  $—  $27,639  $(103,137) $(75,397)  10,133,284   101   —   —   418,802   341,905   760,808 
Ending balance, value  10,133,284  $101   —  $—  $27,639  $(103,137) $(75,397)
Balance, value  10,133,284   101   —   —   418,802   341,905   760,808 
Stock issued for services  1,788,227   18   —   —   894,096   —   894,114 
Warrant expense  —   —   —   —   1,582,072   —   1,582,072 
Shares issued for reverse acquisition  87,424,424   874   —   —   (140,389)  (941,892)  (1,081,407)
Net loss  —   —   —   —   —   (1,519,286)  (1,519,286)
Balances, April 30, 2023  99,345,935  $993   —  $—  $2,754,581  $(2,119,273) $636,301 
Balance, value  99,345,935  $993   —  $—  $2,754,581  $(2,119,273) $636,301 

 

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

 

6

 

 

MYSON, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 2023 2022  2023 2022 
 

For the Six Months Ended

January 31,

  For the Nine Months Ended
April 30,		 
 2023 2022  2023 2022 
Cash Flows from Operating Activities:                
Net loss $(37,466) $(24,703) $(1,111,710) $(15,057)
Adjustments to reconcile net loss to net cash used in Operating activities:                
Impairment expense  —   33,333 
Gain of forgiveness of debt  —   (82,335)
Stock based compensation  1,582,072   — 
Depreciation expense  32,379   25,903 
Operating lease expense  248   — 
Deferred lease obligation  1,007   — 
Reverse acquisition  (187,293)  — 
Changes in Operating Assets and Liabilities:                
Accounts payable  68   282 
Net cash used by operating activities  (37,398)  (24,421)
Accounts receivable  (133,948)  24,312 
Other assets  —   22,500 
Accounts payable and accruals  374   25,623 
Due from related parties  (323,667)  (5,000)
Net cash (used) provided by operating activities  (140,538)  29,279 
        
Cash Flows from Investing Activities:        
Purchase of property and equipment  —   (53,918)
Net cash used by investing activities  —   (53,918)
                
Cash Flows from Financing Activities:                
Loan payable – related party          48,060   — 
Contributions to capital by controlling shareholder  37,398   24,421   —   27,639 
Net cash provided by financing activities  37,398   24,421   48,060   27,639 
                
Net change in cash  —   —   (92,478)  3,000 
Cash, at beginning of period  —   —   256,534   152,506 
Cash, at end of period $—  $—  $164,056  $155,506 
                
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

 

 

MYSON, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

January 31,April 30, 2023

 

NOTE 1 – NATURE OF OPERATIONS

 

Myson, Inc. (“Myson”, 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 (a “Business Combination”). 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 all of the risks associated with early stage and emerging growth companies.

As of January 31, 2023, the Company has not commenced any operations. All activity for the period from July 8, 2021 (inception) through January 31, 2023, relates to the Company’s formation and the filing of its Registration Statement on Form 10, which was effective on October 23, 2021, and 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.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, and there are no Preferred Shares currently issued and outstanding.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.

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.

 

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 July 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, 2022.2022, and the Form 8-K filed on March 31, 2023.

8

 

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 January 31,April 30, 2023 and July 31, 2022.

8

 

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. TheAs of April 30, 2023 and 2022, the Company has 0 and no10,000,000 potentially dilutive shares of common stock asfrom convertible preferred stock. As of January 31,April 30, 2023 and July 31, 2022.2022, 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.

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 will adopt the ASU for its fiscal year ending July 31, 2024, and is currently evaluating the impact.

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 January 31,April 30, 2023, the Company has not yet achieved profitable operations, has accumulated lossesoperations. For the nine months ended April 30, 2023, we had a net loss of $103,1371,111,710 since its inception, has ($no1,582,072 working capital, and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. was non-cash expense) and used $140,538 of cash in operations.

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.

9

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

  

April 30,

2023

  

July 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  (155,908)  (123,529)
Total property and equipment, net $35,396  $67,775 

Depreciation expense for the nine months ended April 30, 2023, and 2022, was $32,379 and $25,903, respectively.

NOTE 5 – LOAN PAYABLE

On May 27, 2020, the Company will be ablereceived 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 obtain additional funds by equity financing and/or related party advances, however, there is no assurancebegin twelve months from the date of additional funding being available or on terms acceptable to the Company.Loan. The Loan can prepaid at any time without penalty.

 

NOTE 46 - RELATED PARTY TRANSACTIONS

 

Due from related parties consist of receivables of $416,750 and $0, from Mag Mile Capital LLC as of April 30, 2023 and July 31, 2022, respectively, and amounts due from companies related to the CEO of $65,800 and $158,883.

During the sixnine months ended January 31,April 30, 2023, Reddington Partners LLC, thea majority shareholder, advanced the Company $37,39848,060 to pay for general operating expenses. As of JanuaryApril 30, 2023 and July 31, 2023,2022, the Company owes Reddington Partners LLC, a total of $75,04685,709 and $37,649, respectively, for advances to the Company. The advances are non-interest bearing and due on demand. In addition, as of April 30, 2023 and July 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 three and nine months ended April 30, 2023, Mr. Shah earned commissions of $200,000 and $670,900, respectively. For the three and nine months ended April 30, 2022, Mr. Shah earned commissions of $213,925 and $268,825, respectively.  Per the terms of the new employment contract dated March 31, 2023, the Mr. Shah’s commission is limited to 55%, resulting in a decrease of commission expense.

NOTE 57 – 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.

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 68 – 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%.

SCHEDULE OF OPERATING LEASE

  Balance Sheet Classification 

April 30,

2023

 
Asset      
Operating lease asset Right of use asset $210,454 
Total lease asset   $210,454 
       
Liability      
Operating lease liability – current portion Current operating lease liability $37,618 
Operating lease liability – noncurrent portion Long-term operating lease liability  173,084 
Total lease liability   $210,702 

Lease obligations at April 30, 2023 consisted of the following:

SCHEDULE OF LEASE OBLIGATIONS

For the year ended July 31, 2023:  
2023 $12,186
2024  49,598
2025  51,090
2026  52,630
2027  54,211
Thereafter  22,865
Total payments  242,580
Amount representing interest  (31,878)
Lease obligation, net  210,702
Less current portion  (37,618)
Lease obligation – long term $173,084

Lease expense for the nine months ended April 30, 2023, was $17,255.

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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:

SCHEDULE OF FAIR VALUE OF THE WARRANTS

April 30, 2023
Expected life (years)1.75
Risk-free interest rate3.84%
Expected volatility132.96%
Dividend yield0%

SCHEDULE OF WARRANT ACTIVITY

  

Number of

Warrants

  

Weighted

Average

Exercise

Price

  

Weighted Average

Remaining Contract Term

  

Intrinsic

Value

 
Outstanding, July 31, 2022  —   —   —   -  
Issued  5,000,000  $0.50   1.75   -  
Cancelled  —  $—   —   -  
Exercised  —  $—   —   -  
Outstanding, April 30, 2023  5,000,000  $0.50   1.67  $     — 

 

NOTE 711 - 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.

 

912

 

 

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.

 

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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.

 

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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

 

WeMag 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 neither engagedcollectively raised over $9 billion in any operations nor generated any operating revenuesreal estate financing during their combined 29 years of experience in this industry.

Mag Mile Capital leverages its access to date. Wediverse 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 currentlyamong the most high profile hotel brands such as Hilton, Hyatt, Marriott, Four Season and Wyndham.

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Mag Mile Capital has developed a “shell,” ascommercial real estate origination software platform named CapLogiq that term is defined pursuantuses automation and artificial intelligence to Rule 12b-2increase the efficiency of the Securities Exchange Act of 1934. Our only activities for the period from July 8, 2021 (inception) through January 31, 2023 were organizational activities, preparing and filing a Form 10 with the SEC, and then identifying a target company 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.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 Three Months Ended January 31,April 30, 2023 Compared to the Three Months Ended January 31,April 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 initial contact with the Sponsor to proposal to underwriting and packaging to going to market to find appropriate capital to funding and closing. We did not recognize anydon’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 4 (four) to 6 (six) months.

Our revenue from commission income for the three months ended JanuaryApril 30, 2023 and 2022, was $769,150 and $693,591, respectively, an increase of $75,559 or 10.9%. The increase was driven mainly due to the return of hotel financing and cash flows of most commercial real estate asset types were back pushing for a strong year of refinance activity.

Our commission expense for the three months ended April 30, 2023 and 2022, was $213,305 and $230,235, respectively, a decrease of $16,930 or 7.4%. 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 April 30, 2023 and 2022, was $200,000 and $213,395, respectively, a decrease of $13,925 or 6.5%. Per the terms of the employment contract dated March 31, 2023, andthe CEO’s commission was limited to 55%, resulting in a decrease of expense from the prior period.

Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $355,845 for the three months ended April 30, 2023, compared to $249,431 for the three months ended April 30, 2022. We saw an improvement in our gross margin due to the decrease in commission expenses for the reasons discussed above.

Operating Expenses

For the three months ended April 30, 2023, we recognized $1,582,072 for the fair value of warrants issued. We had no similar expense in the prior period.

 

GeneralProfessional fees for the three months ended April 30, 2023 and administrative2022, were $80,750 and $11,455, respectively, an increase of $69,295 or 604.9%. Professional fees increased mainly as a result of legal fees associated with our acquisition.

Payroll expense for the three months ended April 30, 2023 and 2022, was $63,009 and $65,507, respectively, a decrease of $2,498 or 3.8%.

 

General and administrative (“G&A”) expense was $12,662 and $4,551 for the three months ended January 31,April 30, 2023 and 2022, respectively. Expenses werewas $144,083 and $125,456, respectively, an increase of $18,627 or 14.9%.

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Other Expense

We incurred interest expense of $5,217 for accounting fees, transfer agent fees, edgarization fees and postage expenses, primarily relatedthe three months ended April 30, 2023, compared to $0 for the costs of maintaining our company current with the transfer agent and with our filing obligations with the Securities and Exchange Commission.three months ended April 30, 2022.

 

Net Loss

 

For the three months ended January 31, 2023, weWe had a net loss of $12,662 as compared to a net loss of $4,551$1,519,286 for the three months ended January 31,April 30, 2023, compared to net income of $47,013 for the three months ended April 30, 2022. The decrease from net income to net loss is the result of $1,582,072 of non-cash expense incurred for the issuance of warrants.

 

Results of Operations for the SixNine Months Ended January 31,April 30, 2023 Compared to the SixNine Months Ended January 31,April 30, 2022

 

Revenue and Gross Profit

 

We did not recognize anyOur revenue from commission income for the sixnine months ended January 31,April 30, 2023 and 2022, was $2,478,230 and $1,478,189, respectively, an increase of $1,000,041 or 67.7%. The increase was driven mainly because of the return of hotel financing and cash flows of most commercial real estate asset types were back pushing for a strong year of refinance activity.

Our commission expense for the nine months ended April 30, 2023 and 2022, was $736,628 and $636,692, respectively, an increase of $99,936 or 15.7%. Commission expense increased in conjunction with our large increase in revenue.

Our commission expense – related party, for the nine months ended April 30, 2023 and 2022, was $670,900 and $268,825, respectively, an increase of $402,075 or 149.6%. Commission expense increased in conjunction with our large increase in revenue over the nine month period.

Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $1,070,702 for the nine months ended April 30, 2023 compared to $572,672 for the nine months ended April 30, 2022.

 

Operating Expenses

General

For the nine months ended April 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 April 30, 2023 and administrative2022, were $88,114 and $51,463, respectively, an increase of $36,651 or 71.2%. Professional fees increased mainly as a result of legal fees associated with our acquisition.

Payroll expense for the nine months ended April 30, 2023 and 2022, was $179,487 and $181,005, respectively, a decrease of $1,518 or 0.8%.

 

General and administrative expense was $37,466 and $24,703 for the sixnine months ended January 31,April 30, 2023 and 2022, respectively. Expenses were for accounting fees, transfer agent fees, edgarization feeswas $327,522 and postage expenses, primarily related to the costs$404,263, respectively, a decrease of maintaining our company current with the transfer agent and with our filing obligations with the Securities and Exchange Commission.$76,741 or 19.0%.

 

Other Expense

Net Loss

We incurred interest expense of $5,217 for the nine months ended April 30, 2023, compared to $0 for the nine months ended April 30, 2022. For the nine months ended April 30, 2022, we also recognized impairment expense of $33,333 and a gain of forgiveness of debt of $82,335.

 

For the six months ended January 31, 2023, weNet Loss

We had a net loss of $37,466 as$1,111,710 for nine months ended April 30, 2023, compared to a net loss of $24,703$15,057 for the sixnine months ended January 31,April 30, 2022. The increase 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 April 30, 2023, we had cash of approximately $164,000 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.$564,542.

 

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CashDuring the nine months ended April 30, 2023, we used $140,538 of cash in operating activities. Our cash flows

Operating Activities

Cash used byin operating activities was $37,398is primarily a result of (i) our net loss of $1,111,710, adjusted for non-cash activity of $1,428,413 and (ii) an increase in accounts receivables and related party receivables of $457,617. In the six months ended January 31, 2023, compared to cash used forprior period operating activities provided $29,279 of $24,421 for the six months ended January 31, 2023.

Investing Activitiescash.

 

We used $0 forno cash in investing activities for the sixnine months ended January 31,April 30, 2023, compared to $53,918 used in the prior period to purchase property and 2022.equipment.

 

Financing Activities

Net cash provided by financing activities was $37,398 for sixDuring the nine months ended January 31,April 30, 2023, we received $48,060 of cash from related party loans compared to $24,421$27,639 of contributed capital for the sixnine months ended January 31,April 30, 2022. During the current period we received $37,398 from the majority shareholder. During the prior period, we received $24,421 that was contributed by the former majority shareholder.

 

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 adoptingadopted 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 January 31,April 30, 2023.

 

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 January 31,April 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.
   
 ●Material Weakness – Inadequate segregation of duties.

 

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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.

 

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

 

NoneOn 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.

 

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Item 6. Exhibits

 

Exhibit No. Description Note
2.1 Agreement and Plan of Merger dated July 8, 2021 (1)
3.(i)1 Articles of Incorporation (1)
3.(i)2 Bylaws (1)
31 Certification of Chief Executive and Financial Officer (Rule 13a-14(a)) Filed herewith
32 Certification of Chief Executive and Financial Officer (18 USC 1350) Filed herewith
101 INS Inline XBRL Instance Document Filed herewith
101 SCH Inline XBRL Taxonomy Extension Schema Document. Filed herewith
101 Cal Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith
101 DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith
101 LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Filed herewith
101 PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). Filed herewith

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

(1)

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

 

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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.

 

MYSON, INC. 
  
Date: March 13,June 30, 2023 
  
By/s/ Henrik RoufRushi Shah 
 Henrik RoufRushi Shah 
 

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

 

 

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