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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 September 30, 2024

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

For the Transition Period from

Commission File Number 000-56333

MAG MILE CAPITAL, INC.

(Exact Name of registrant as specified in its charter)

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

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

(Address of Principal Executive Offices and zip code)

(312) 642-0100

(Registrant’s Telephone Number, including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock	MMCP	OTC Link

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

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

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

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

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

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

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

As of November 12, 2024, there were 100,055,935 shares of Common Stock, $0.00001 par value, outstanding.

MAG MILE CAPITAL, INC.

FORM 10-Q

For the Period ended September 30, 2024

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3

Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3. Quantitative and Qualitative Disclosures About Market Risk		18

Item 4. Controls and Procedures		18

PART II – OTHER INFORMATION		19

Item 1. Legal Proceedings		19

Item 1A. Risk Factors		19

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19

Item 3. Defaults Upon Senior Securities		19

Item 4. Mine Safety Disclosures		19

Item 5. Other Information		19

Item 6. Exhibits		19

SIGNATURES		20

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 (audited)		4

Condensed Statements of Operations for the Three and Nine Months ended September 30, 2024 and 2023 (unaudited)		5

Condensed Statements of Changes in Stockholders’ Equity for the Three and Nine Months ended September 30, 2024 and 2023 (unaudited)		6

Condensed Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023 (unaudited)		7

Notes to Condensed Financial Statements (unaudited)		8

MAG MILE CAPITAL, INC.

CONDENSED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current Assets:
Cash	$	15,630		$	56,222
Accounts receivable		48,300			—
Draws against commissions		241,988			208,344
Prepaid stock compensation		185,000			185,000
Total Current Assets		490,918			449,566

Operating lease right of use asset		276,615			318,114
Property and equipment, net		—			15,971
Total other assets		276,615			334,085

Total Assets	$	767,533		$	783,651

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable and accruals	$	58,821		$	74,318
Loan payable		10,638			10,638
Loan payable – related party		110,000			90,000
Loan payable		110,000			90,000
Operating lease liability – current portion		69,949			55,036
Total Current Liabilities		249,408			229,992
Long Term Liabilities:
Operating lease liability – net of current portion		297,423			297,529
Loan payable, net of current portion		139,362			139,362
Long Term Liabilities		436,785			436,891

Total Liabilities		686,193			666,883

Commitments and contingencies		—			—

Stockholders’ Equity (Deficit):
Preferred stock, $0.00001 par value, 20,000,000 shares authorized		—			—
Series A Preferred stock, $0.00001 par value, 1,000,000 shares designated, no shares issued and outstanding		—			—
Preferred stock, value		—			—
Common stock, $0.00001 par value, 480,000,000 shares authorized; 100,055,935 shares issued and outstanding		1,000			1,000
Additional paid in capital		2,804,236			2,804,236
Accumulated deficit		(2,723,896	)		(2,688,468	)
Total stockholders’ equity		81,340			116,768
Total Liabilities and Stockholders’ Equity	$	767,533		$	783,651

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

MAG MILE CAPITAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	2024			2023			2024			2023
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	254,550		$	376,800		$	2,051,443		$	1,491,111
Commission expense		(216,453	)		(103,069	)		(807,080	)		(459,310	)
Commission expense – related party		(250,594	)		(35,750	)		(522,749	)		(533,750	)
Commission expense		(250,594	)		(35,750	)		(522,749	)		(533,750	)

Gross margin		(212,497	)		237,981			721,614			498,051

Operating expenses:
Stock based compensation		—			—			—			1,582,072
Professional fees		13,900			41,032			72,700			570,351
Payroll expense		77,120			132,556			244,282			280,717
General and administrative		144,804			144,657			433,480			815,137
Total operating expenses		235,824			318,245			750,462			3,248,277

Loss from operations		(448,321	)		(80,264	)		(28,848	)		(2,750,226	)

Other expense:
Interest expense		(2,194	)		(3,655	)		(6,580	)		(8,872	)
Total other expense		(2,194	)		(3,655	)		(6,580	)		(8,872	)

Net loss before income tax		(450,515	)		(83,919	)		(35,428	)		(2,759,098	)
Income tax		—			—			—			—

Net Loss	$	(450,515	)	$	(83,919	)	$	(35,428	)	$	(2,759,098	)

Loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.04	)

Weighted average shares outstanding, basic and diluted		100,055,935			99,818,544			100,055,935			70,442,017

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

MAG MILE CAPITAL, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
	Common Stock				Series A Preferred Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances, December 31, 2023		100,055,935	$	1,000		—	$	—	$	2,804,236	$	(2,688,468	)	$	116,768
Net loss		—		—		—		—		—		(65,776	)		(65,776	)
Balances, March 31, 2024		100,055,935		1,000		—		—		2,804,236		(2,754,244	)		50,992
Net income		—		—		—		—		—		480,863			480,863
Balances, June 30, 2024		100,055,935		1,000		—		—		2,804,236		(2,273,381	)		531,855
Net loss		—		—		—		—		—		(450,515	)		(450,515	)
Balances, September 30, 2024		100,055,935	$	1,000		—	$	—	$	2,804,236	$	(2,723,896	)	$	81,340

	Common Stock				Series A Preferred Stock				Additional Paid in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity
Balances, December 31, 2022		10,133,284	$	101		—	$	—	$	388,569		$	457,410		$	846,080
Stock issued for services		1,788,227		18		—		—		894,096			—			894,114
Shares issued for reverse acquisition		87,424,424		874		—		—		(45,952	)		—			(45,078	)
Net loss		—		—		—		—		—			(1,187,507	)		(1,187,507	)
Balances, March 31, 2023		99,345,935		993		—		—		1,236,713			(730,097	)		507,609
Stock issued for services		100,000		1		—		—		49,999			—			50,000
Warrant expense		—		—		—		—		1,582,072			—			1,582,072
Net loss		—		—		—		—		—			(1,487,672	)		(1,487,672	)
Balances, June 30, 2023		99,445,935		994		—		—		2,868,784			(2,217,769	)		652,009
Balance		99,445,935		994		—		—		2,868,784			(2,217,769	)		652,009
Stock issued for services		610,000		6		—		—		304,994			—			305,000
Net loss		—		—		—		—		—			(83,919	)		(83,919	)
Net income (loss)		—		—		—		—		—			(83,919	)		(83,919	)
Balances, September 30, 2023		100,055,935	$	1,000		—	$	—	$	3,173,778		$	(2,301,688	)	$	873,090
Balance		100,055,935	$	1,000		—	$	—	$	3,173,778		$	(2,301,688	)	$	873,090

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

MAG MILE CAPITAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	For the Nine Months Ended September 30,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(35,428	)	$	(2,759,098	)
Adjustments to reconcile net loss to net cash used in Operating activities:
Common stock issued for services		—			1,064,114
Warrant expense		—			1,582,072
Depreciation expense		15,971			19,425
Operating lease expense		56,306			2,010
Changes in Operating Assets and Liabilities:
Accounts receivable		(48,300	)		(136,039	)
Draws against commissions		(33,644	)		—
Accounts payable and accruals		(15,497	)		(7,588	)
Net cash used by operating activities		(60,592	)		(235,104	)

Cash Flows from Investing Activities:		—			—

Cash Flows from Financing Activities:
Proceeds from related parties		110,000			48,060
Repayment of related party loans		(90,000	)		—
Distributions to controlling shareholder		—			(45,077	)
Net cash provided by financing activities		20,000			2,983

Net change in cash		(40,592	)		(232,121	)
Cash, at beginning of period		56,222			374,091
Cash, at end of period	$	15,630		$	141,970

Supplemental Non-Cash Disclosure:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
Non-cash financing activity:
Establish right of use of asset	$	—		$	373,489
Common stock issued for prepaid services	$	—		$	185,000

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

MAG MILE CAPITAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTE 1 – NATURE OF OPERATIONS

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

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

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

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

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

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

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

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, 2024. 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 December 31, 2023.

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 September 30, 2024 and December 31, 2023.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may exceed the Federal Deposit Insurance Corporation insurable limit.

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. As of September 30, 2024 and 2023, the Company has 5,000,000 and 0 potentially dilutive shares of common stock from warrants, respectively. Additionally, diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

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.

For the three months ended September 30, 2024, the Company recognized 73.2% of its revenue from one customer.

For the three months ended September 30, 2023, the Company recognized 28.1%, 19.7%, 17.3% and 17.3% of its revenue from its top four customers, respectively.

For the nine months ended September 30, 2024, the Company recognized 30.6%, 18.2% and 14.4% of its revenue from its top three customers, respectively.

For the nine months ended September 30, 2023, the Company recognized 14.2% and 111.3% of its revenue from its top two customers, respectively.

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. As of September 30, 2024, 100% of the accounts receivable is due form one customer.

Draws Against Commissions

Draws against commissions are payments made to originators, brokers or salespeople that are the procuring cause for bringing in a transaction for financing, in lieu of future commissions to be received. This acts as an unsecured working capital loan paid to the salespeople until the actual commission is earned and/or received.

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 updated guidance has not had any material impact on the Company’s disclosures.

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. For the nine months ended September 30, 2024, we had a net loss of $35,428 and used $60,592 of cash in operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

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

NOTE 4 – REVERSE MERGER

On March 30, 2023, Myson, Inc, a public company, and Megamile Capital, Inc. d/b/a Mag Mile Capital f/k/a CSF Capital LLC (“Mag Mile Capital”), a private company, completed a reverse merger transaction. Under the terms of the agreement, Mag Mile Capital shareholders received 87,424,424 shares of Myson, Inc’s common stock, resulting in the Mag Mile Capital shareholders owning a majority of the outstanding shares of Myson, Inc.

For accounting purposes, Mag Mile Capital is considered the acquirer, and the transaction is considered a capital transaction in substance (i.e., the issuance of stock by Mag Mile Capital for the net monetary assets of Myson, Inc. Therefore, the assets and liabilities of Mag Mile Capital are carried forward at their historical cost, and the assets and liabilities of Myson, Inc. are adjusted to fair value.

The equity structure (i.e., the number and type of equity interests issued) in the consolidated financial statements reflects the equity structure of Myson, Inc., the legal parent, including the equity interests the legal parent issued to effect the merger. Accordingly, the equity structure of Mag Mile Capital, the accounting acquirer, is restated using the exchange ratio established in the merger to reflect the number of shares (or other equity interests) issued by the legal parent to effect the merger.

The operations of Myson, Inc. are included in the consolidated statement of operations from the date of the merger. The comparative periods in the financial statements are those of the Mag Mile Capital before the merger.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2024			December 31, 2023
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		(191,304	)		(175,333	)
Total property and equipment, net	$	—		$	15,971

Depreciation expense for the nine months ended September 30, 2024, and 2023, was $15,971 and $19,425, respectively.

NOTE 6 – LOAN PAYABLE

On May 27, 2020, the Company received a $150,000 loan from the Small Business administration (“Loan”). The Loan accrues interest at 3.75% and matures in thirty years. Monthly payments of principal and interest of $731 are to begin twelve months from the date of the Loan. The Loan can be prepaid at any time without penalty. As of September 30, 2024 and December 31, 2023, all payments to date have been applied to interest and the balance remains at $150,000.

NOTE 7 - RELATED PARTY TRANSACTIONS

As of September 30, 2024 and December 31, 2023, the Company has a loan payable due to Mag Mile Capital LLC of $110,000 and $90,000, 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 months ended September 30, 2024 and 2023, Mr. Shah earned commissions of $250,594 and $35,750, respectively. For the nine months ended September 30, 2024 and 2023, Mr. Shah earned commissions of $522,749 and $533,750, respectively. Per the terms of the new employment contract dated March 31, 2023, Mr. Shah’s commission is limited to 55%, resulting in a decrease of commission expense.

NOTE 8 – COMMON STOCK

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

NOTE 9 – 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 Company 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.

NOTE 10 – 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%. The Company used a discount rate of 6%, based on rates used for similar calculations.

SCHEDULE OF OPERATING LEASE

	Balance Sheet Classification	September 30, 2024
Asset
Operating lease asset	Right of use asset	$	276,615
Total lease asset		$	276,615

Liability
Operating lease liability – current portion	Current operating lease liability	$	69,949
Operating lease liability – noncurrent portion	Long-term operating lease liability		297,423
Total lease liability		$	367,372

Lease obligations at September 30, 2024 consisted of the following:

SCHEDULE OF LEASE OBLIGATIONS

For the year ended December 31:
2024	$	66,300
2025		83,850
2026		83,850
2027		83,850
2028		83,850
Total payments		401,700
Amount representing interest		(34,328	)
Lease obligation, net		367,372
Less current portion		(69,949	)
Lease obligation – long term	$	297,423

Lease expense for the nine months ended September 30, 2024 was $55,749.

Lease expense for the nine months ended September 30, 2023, was $38,569.

NOTE 11 – 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. There are no specific requirements for future performance. We accounted for the warrants in accordance with the guidance of Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation — Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

The Warrants are exercisable for shares of the Company’s common stock at a price of $0.50 per share and expire on December 31, 2024. Using the Black-Scholes option pricing model, the fair value for the warrants was calculated to be $1,582,072.

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

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

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, December 31, 2022		—		—		—
Issued		5,000,000	$	0.50		1.75
Cancelled		—	$	—		—
Exercised		—	$	—		—
Outstanding, December 31, 2023		5,000,000	$	0.50		1.25	$	—
Issued		—	$	—		—		—
Cancelled		—	$	—		—		—
Exercised		—	$	—		—		—
Outstanding, September 30, 2024		5,000,000	$	0.50		1.00	$	—

NOTE 12 - 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.

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.

Current Business

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, 2024 Compared to the Three Months Ended September 30, 2023

Revenue and Gross Profit

Our revenue from commission income for the three months ended September 30, 2024 and 2023, was $254,550 and $376,800, respectively, a decrease of $122,250 or 32.4%. Revenue in the current period decreased due to challenging market conditions leading up to the U.S. Presidential Elections and rapid rise in interest rates leading to a slower deal activity in the market.

Our commission expense for the three months ended September 30, 2024 and 2023, was $216,453 and $103,069, respectively, an increase of $113,069 or 110%. We saw an increase in commission expense due to the timing of revenue receipts for which the commissions were paid on. Additionally, $93,125 was commission paid on a transaction back to the client in form a revenue rebate.

Our commission expense – related party, for the three months ended September 30, 2024 and 2023, was $250,594 and $35,750 respectively, an increase of $214,844 or 601%. Related party commission expense increased due to the timing of revenue receipts for which the commissions were paid on. Related party commission expense is for commission paid to Park River Investments, LLC, a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause for the revenue.

Gross Profit is our main revenue metric as it is net of commissions paid. We had a negative gross profit of $212,497 for the three months ended September 30, 2024, compared to a gross profit of $237,981 for the three months ended September 30, 2023.

Operating Expenses

Professional fees for the three months ended September 30, 2024 and 2023, were $13,900 and $41,032, respectively, a decrease of $27,132 or 66.1%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had decreases to both audit and legal expense of approximately $18,550 and $10,700, respectively. This is due to better management of the expenses and running efficient operations.

Payroll expense for the three months ended September 30, 2024 and 2023, was $77,120 and $132,556, respectively, a decrease of $55,436 or 41.8%. In the prior period we incurred a bonus expense that was not incurred in the current period.

General and administrative (“G&A”) expenses for the three months ended September 30, 2024 and 2023, were $144,804 and $144,657, respectively, an increase of only $147.

Other Expense

We incurred interest expense of $2,194 for the three months ended September 30, 2024, compared to $3,655 for the three months ended September 30, 2023.

Net Loss

We had a net loss of $450,514 for the three months ended September 30, 2024, compared to a net loss of $83,919 for the three months ended September 30, 2023. We had an increase in our net loss due to the reasons discussed above.

Results of Operations for the Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Revenue and Gross Profit

Our revenue from commission income for the nine months ended September 30, 2024 and 2023, was $2,051,443 and $1,491,111, respectively, an increase of $560,332 or 37.6%. Revenue in the current period increased due to several new large loans originated through the Commercial Mortgage Backed Securities (“CMBS”).

Our commission expense for the nine months ended September 30, 2024 and 2023, was $807,080 and $459,310, respectively, an increase of $347,770 or 75.7%. We saw an increase in commission expense due to deals closed by loan originators with beneficial commission structures.

Our commission expense – related party, for the nine months ended September 30, 2024 and 2023, was $522,749 and $533,750 respectively, a decrease of $11,001 or 2.1%. Related party commission expense decreased 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 $721,614 for the nine months ended September 30, 2024, compared to $498,051 for the nine months ended September 30, 2023.

Operating Expenses

Stock based compensation for the nine months ended September 30, 2024 was $0 compared to $1,582,072 for the nine months ended September 30, 2023, for expense related to the issuance of warrants.

Professional fees for the nine months ended September 30, 2024 and 2023, were $72,700 and $570,351, respectively, a decrease of $497,651 or 87.3%. Professional fees consist mainly of legal, audit and accounting fees. In the prior year we 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, 2024 and 2023, was $244,282 and $280,717, respectively, a decrease of $36,435 or 13%. In the prior period we incurred a bonus expense that was not incurred in the current period.

General and administrative (“G&A”) expenses for the nine months ended September 30, 2024 and 2023, were $433,480 and $815,137, respectively, a decrease of $381,657 or 46.8%. In the prior period we issued 894,113 shares of common stock for services for total non-cash expense of $447,057.

Other Expense

We incurred interest expense of $6,580 for the nine months ended September 30, 2024, compared to $8,872 for the nine months ended September 30, 2023.

Net Loss

We had a net loss of $35,428 for the nine months ended September 30, 2024, compared to a net loss of $2,759,098 for the nine months ended September 30, 2023. We had an increase from a net loss in the prior period to new income in the current period due to the reasons discussed above.

Liquidity and capital resources.

As of September 30, 2024, we had cash of approximately $15,600 and working capital of approximately $241,500.

During the nine months ended September 30, 2024, we used $60,592 of cash in operating activities. Our cash flows used in operating activities is primarily a result of (i) our net loss of $35,428, adjusted for non-cash activity of $72,277 and (ii) an increase in draws against commissions and accounts receivable and decrease of accounts payable of $33,644 and $48,300, respectively. 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 of $136,039 in accounts receivable and decrease of accounts payable of $7,588.

We used no cash in investing activities for the nine months ended September 30, 2024 and 2023.

During the nine months ended September 30, 2024, we received $110,000 of cash from related party loans, all of which $90,000 was repaid. In the prior period we received $48,060 from a related party and used $45,077 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, 2024.

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, 2024:

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

	●	Material Weakness – Inadequate segregation of duties.

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

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

Changes in Internal Controls over Financial Reporting

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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+		Certificate 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

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: November 14, 2024

By	/s/ Rushi Shah
	Rushi Shah
	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer)

Mag Mile Capital, Inc. 10-Q