UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
For the Transition Period from ______________
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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
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As of February 9, 2024, there were shares of Common Stock, $.00001 par value, outstanding.
MAG MILE CAPITAL, INC.
(formerly Myson, Inc.)
FORM 10-Q
For the Period ended September 30, 2023
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
| 3 |
MAG MILE CAPITAL, INC.
(formerly Myson, Inc.)
CONDENSED BALANCE SHEETS
(Unaudited)
| September 30, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Loan receivable | ||||||||
| Prepaid stock compensation | ||||||||
| Due from related parties | ||||||||
| Total Current Assets | ||||||||
| Operating lease right of use asset | ||||||||
| Property and equipment, net | ||||||||
| Total other assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accruals | $ | $ | ||||||
| Loan payable | ||||||||
| Loan payable – related party | ||||||||
| Operating lease liability – current portion | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities: | ||||||||
| Operating lease liability – net of current portion | ||||||||
| Deferred lease obligation | ||||||||
| Long Term Liabilities: | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred stock, $ par value, shares authorized | ||||||||
| Series A Preferred stock, $ par value, shares designated, shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
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 | $ | $ | $ | $ | ||||||||||||
| Commission expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Commission expense – related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross margin | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Stock based compensation | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Payroll expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| (Loss) income from operations | ( | ) | ( | ) | ||||||||||||
| Other expense: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Total other expense | ( | ) | ( | ) | ||||||||||||
| Net (loss) income before income tax | ( | ) | ( | ) | ||||||||||||
| Income tax | ||||||||||||||||
| Net (Loss) Income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| (Loss) income per share, basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| (Loss) income per share, diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average shares outstanding, basic | ||||||||||||||||
| Weighted average shares outstanding, diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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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 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Contributions to capital | — | — | ||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balances, March 31, 2022 | ( | ) | ||||||||||||||||||||||||||
| Contributions to capital | — | — | ||||||||||||||||||||||||||
| Preferred stock converted to common | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balances, June 30, 2022 | ( | ) | ||||||||||||||||||||||||||
| Contributions to capital | — | — | ||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balances, September 30, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Common Stock | Series A Preferred Stock | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balances, December 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Stock issued for services | — | |||||||||||||||||||||||||||
| Shares issued for reverse acquisition | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances, March 31, 2023 | ( | ) | ||||||||||||||||||||||||||
| Stock issued for services | — | |||||||||||||||||||||||||||
| Warrant expense | — | — | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances, June 30, 2023 | ( | ) | ||||||||||||||||||||||||||
| Stock issued for services | — | |||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances, September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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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 | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash used in Operating activities: | ||||||||
| Stock based compensation | ||||||||
| Common stock issued for services | ||||||||
| Depreciation expense | ||||||||
| Operating lease expense | ||||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Accounts payable and accruals | ( | ) | ||||||
| Net cash (used) provided by operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | — | — | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Loan payable – related party | ||||||||
| Distributions to controlling shareholder | ( | ) | ( | ) | ||||
| Net cash provided (used) by financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash, at beginning of period | ||||||||
| Cash, at end of period | $ | $ | ||||||
| Supplemental Non-Cash Disclosure: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash financing activity: | ||||||||
| Establish right of use of asset | $ | $ | ||||||
| Common stock issued for prepaid services | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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MAG MILE CAPITAL, INC.
(formerly Myson, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2023
NOTE 1 – NATURE OF OPERATIONS
Mag Mile Capital, Inc. (“Mag Mile”, or the “Company”) is an Oklahoma corporation formed on July 8, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On
May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all 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 $
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
The Merger is accounted for as a reverse recapitalization. Mag Mile Capital is deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.
On May 15, 2023, the Company filed with the Oklahoma Secretary of State an amendment to the Certificate of Incorporation to change the Company’s name to Mag Mile Capital, Inc., that became effective on June 16, 2023. On September 5, 2023, the name change to Mag Mile Capital, Inc. and symbol change to MMCP became effective on OTC Markets.
Mag Mile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lending relationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectively raised over $9 billion in real estate financing during their combined 29 years of experience in this industry.
| 8 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2022, and the Form 8-K filed on March 31, 2023.
The Company had elected to change its fiscal year end from July 31 to December 31.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Cash and Cash Equivalents
The
Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments
purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included
in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had
Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. As of September 30, 2023 and 2022, the Company has 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 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.
| 9 |
Accounts Receivable
The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit losses on Financial Instruments.” The ASU, as amended, requires an entity to measure expected credit losses for financial assets carried at amortized cost based on historical experience, current conditions, and reasonable and supportable forecasts. Among other things, the ASU also amended the impairment model for available for sale securities and addressed purchased financial assets with deterioration. The Company has adopted the ASU for its fiscal year ending December 31, 2023, and has elected to fair value any financial assets held. As of September 30, 2023 and December 31, 2022, there are no assets that are within the scope of ASC 326.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
These
unaudited financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern,
which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization
values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments
that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue
as a going concern. At September 30 2023, the Company has not yet achieved profitable operations. For the nine months ended September
30, 2023, we had a net loss of $
The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. We expect to use the exercise of warrants to meet our needs for growth for more than twelve months from the date of issuance of these financial statements.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment, net consists of the following:
September 30, 2023 | December 31, 2022 | |||||||
| Leasehold Improvement | $ | $ | ||||||
| Computer | ||||||||
| Equipment | ||||||||
| Total | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
expense for the nine months ended September 30, 2023, and 2022, was $
| 10 |
NOTE 5 – LOAN PAYABLE
On
May 27, 2020, the Company received a $
NOTE 6 - RELATED PARTY TRANSACTIONS
Due
from related parties consists of receivables of $
During
the nine months ended September 30, 2023, Reddington Partners LLC, a majority shareholder, advanced the Company $
The
Company has an office lease dated January 1, 2023, with a term of
Per
the terms of Mr. Shah’s employment agreement, he received between
NOTE 7 – COMMON STOCK
The Company has authorized shares of common stock, par value $.
Effective
February 24, 2022, the Company effectuated a
On
March 28, 2023, the Company issued 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 shares of common stock for services. The shares were valued at $, for total non-cash
expense of $
On
June 9, 2023, the Company issued shares of common stock for services. The shares were valued at $, for total non-cash expense
of $
On
July 17, 2023, the Company issued shares of common stock for services. The shares were valued at $, for total non-cash expense
of $
On
August 17, 2023, the Company granted shares of common stock for investor relation services to be provided in 2024. The shares
were valued at $, for total non-cash prepaid expense of $
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 ($) for valuing the shares issued for services.
| 11 |
NOTE 8 – PREFERRED STOCK
The Company has authorized shares of preferred stock, par value $. 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 shares have been designated as Series A Convertible Preferred Stock. Each share of Series A Convertible
Preferred Stock is convertible into shares of common stock and has
On June 8, 2022, the Reddington Partners LLC converted the Series A Preferred Shares into common shares.
NOTE 9 – OPERATING LEASE
The
Company has an office lease dated January 1, 2023, with a term of
| Balance Sheet Classification | September 30, 2023 | |||||
| Asset | ||||||
| Operating lease asset | Right of use asset | $ | ||||
| Total lease asset | $ | |||||
| Liability | ||||||
| Operating lease liability – current portion | Current operating lease liability | $ | ||||
| Operating lease liability – noncurrent portion | Long-term operating lease liability | |||||
| Total lease liability | $ | |||||
Lease obligations at September 30, 2023 consisted of the following:
| For the year ended December 31: | ||||
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total payments | ||||
| Amount representing interest | ( | ) | ||
| Lease obligation, net | ||||
| Less current portion | ( | ) | ||
| Lease obligation – long term | $ | |||
Lease
expense for the nine months ended September 30, 2023, was $
| 12 |
NOTE 10 – WARRANTS
On
April 4, 2023, the Company issued warrants to GK Partners ApS to purchase up to
The assumptions used to determine the fair value of the Warrants as follows:
| Expected life (years) | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Dividend yield | % |
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2022 | — | |||||||||||||||
| Issued | $ | |||||||||||||||
| Cancelled | $ | — | ||||||||||||||
| Exercised | $ | — | ||||||||||||||
| Outstanding, September 30, 2023 | $ | $ | ||||||||||||||
NOTE 11 - SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist.
| 13 |
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
General Overview
We were incorporated on July 8, 2021 as an Oklahoma corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using our capital stock, debt or a combination of cash, stock and debt.
On May 11, 2022, G. Reed Petersen Irrevocable Trust (the “Seller”), agreed to sell all 1,000 issued and outstanding Series A Preferred Shares of the Company to Reddington Partners LLC (the “Purchaser”), thus constituting a change of control of the Company, for $495,000, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”). The Preferred Shares were convertible into 10,000,000 common shares which, upon conversion, represent approximately 98.7% of the Company’s outstanding common shares.
The sale of the Shares to the Purchaser was completed on May 17, 2022. As part of the Stock Purchase Agreement, G. Reed Petersen agreed to resign as the Company’s sole officer and director; and the change of management was completed on June 5, 2022. On June 6, 2022, Henrik Rouf became the Company’s sole officer and director.
On March 30, 2023, the Company, entered into a Reorganization Agreement (the “Reorganization Agreement”) with Megamile Capital, Inc. d/b/a Mag Mile Capital f/k/a CSF Capital LLC (“Mag Mile Capital”) under which Mag Mile Capital was merged with and into Myson. At the closing of the Reorganization Agreement, the sole member of the Myson Board of Directors and its officer resigned and Rushi Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of the Myson Board of Directors and the title of President and CEO, Secretary and Treasurer of Myson. Under the terms of the Reorganization Agreement, Mag Mile Capital’s shareholders now own 88% of the issued and outstanding shares of the Company’s common stock or 87,424,424 shares.
The Merger is accounted for as a reverse recapitalization. Mag Mile Capital is deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.
Current Business
Mag Mile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lending relationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectively raised over $9 billion in real estate financing during their combined 29 years of experience in this industry.
| 14 |
Mag Mile Capital leverages its access to diverse sources of capital, including family offices, hedge funds, private equity firms, investment banks, life insurance companies, money center and regional commercial banks, mortgage and equity REITs and sovereign wealth funds. Mag Mile Capital also utilizes historic tax credits and federal and state new markets tax credits to originate creative financing alternatives for its diverse customer base. Those customers are among the most high profile hotel brands such as Hilton, Hyatt, Marriott, Four Season and Wyndham.
Mag Mile Capital has developed a commercial real estate origination software platform named CapLogiq that uses automation and artificial intelligence to increase the efficiency of the loan closing process.
Our growth strategies are as follows:
Invest in sales and marketing.
We intend to continue to attract new customers through an increase in the number of salespeople we engage by leveraging our public company stock to provide a more competitive compensation package than many of our private company competitors that can only offer cash incentives as well as to attract highly talented marketing personnel.
Pursue Strategic Acquisitions.
We intend to explore potential high-quality acquisition opportunities using our public company status to offer attractive purchase prices and growth prospects to such targets.
Results of Operations
Results of Operations for the Three 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 initial contact with the Sponsor to proposal to underwriting and packaging to going to market to find appropriate capital to funding and closing. We don’t get paid until the closing. In some cases, we also get paid a piece of the revenue after the closing based on successful securitization of the loan. The typical closing timeframe from initial contact is about four to six months.
Our revenue from commission income for the three months ended September 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 $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 Nine 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 $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 our 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 the reverse merger, the related party was 100% owner of the company, some of the commission expense was left in the company and paid out as dividends.
Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $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 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.
As of September 30, 2023, we had cash of approximately $142,000 and working capital of $813,470.
During the nine months ended September 30, 2023, we used $235,104 of cash in operating activities. Our cash flows used in operating activities is primarily a result of (i) our net loss of $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 nine months ended September 30, 2023 and 2022.
During the nine months ended September 30, 2023, we received $48,060 of cash from related party loans, and used $45,077 for shareholder distributions. In the prior period we received $77,649 of cash from related party loans and used $87,490 for shareholder distributions.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and recently adopted and issued accounting standards.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of our internal control over financial reporting, based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of 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 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 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. | |
| ● | 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 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
None.
Item 6. Exhibits
| Exhibit No. | Description | |
| 3.1+ | Articles of Incorporation | |
| 3.2* | Amended Certificate of Incorporation | |
| 3.3+ | Bylaws | |
| 31.1 | Certification of Chief Executive and Financial Officer (Rule 13a-14(a)) | |
| 32.1 | Certification of Chief Executive and Financial Officer (18 USC 1350) | |
| 101 INS | Inline XBRL Instance Document | |
| 101 SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101 Cal | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101 DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101 LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
+ Incorporated by reference to such exhibit as filed with the Company’s Registration Statement on Form 10 filed on August 23, 2021.
*Incorporated by reference to Exhibit 3.2 of the Company’s S-1 Registration Statement filed September 6, 2023
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Mag Mile Capital, Inc. | ||
| Date: February 12, 2024 | ||
| By | /s/ Rushi Shah | |
| Rushi Shah | ||
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer) |
||
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