Mag Mile Capital posts Q1 2026 profit on higher fees
Mag Mile Capital, Inc. reported strong improvement for the quarter ended March 31, 2026.
Mag Mile Capital, Inc. reported strong improvement for the quarter ended March 31, 2026. Revenue rose to $2,382,375 from $780,500 a year earlier, mainly from large commercial real estate financing deals, including a $79.5 million hotel refinance that generated $1,390,000 of gross revenue.
Gross profit increased to $698,293, and net income climbed to $301,433, compared with $9,714 in the prior-year quarter. Cash was $644,116 and working capital was $169,103, giving the company some operating flexibility, although it remains reliant at times on related-party financing.
Total assets were $976,630 and total liabilities $965,530, leaving positive stockholders’ equity of $11,100 versus a deficit at year-end 2025. Despite current profitability, management states that recurring profits are recent and financing support from related parties may still be needed, leading to “substantial doubt” about the company’s ability to continue as a going concern.
Positive
- Strong revenue and earnings growth: Q1 2026 revenue rose to $2.38M with net income of $301,433 versus $9,714 a year earlier, turning stockholders’ equity positive at $11,100 after a prior deficit.
Negative
- Ongoing going-concern uncertainty: Despite current profitability, management states that recent profits are new and the company may still depend on related-party financing, leading to substantial doubt about its ability to continue as a going concern.
Insights
Quarter shows sharp profit improvement but going-concern risk remains.
Mag Mile Capital delivered a notable jump in performance: revenue reached $2.38M with gross profit of $698k and net income of $301k for the quarter ended March 31, 2026. Results were driven by large commercial real estate financings, including a $79.5M refinance generating $1.39M of revenue.
The balance sheet turned from a deficit to modest positive equity of $11.1k, with cash of $644k and working capital of $169k. However, liabilities of $965k, including a $150k SBA loan and $306k of lease liabilities, remain significant relative to asset size.
Management explicitly states that the company has only recently begun generating net income and may still rely on related parties for financing, so the financial statements continue to carry a going-concern warning. Future quarters’ results and cash flows will be key to determining whether this risk diminishes.
Key Figures
Key Terms
going concern financial
reverse recapitalization financial
Commercial Mortgage Backed Securities financial
ASC 606, Revenue from Contracts with Customers financial
Current Expected Credit Loss financial
operating lease right-of-use asset financial
Earnings Snapshot
FAQ
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
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Indicate
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| Large accelerated filer ☐ | Accelerated filer ☐ | |
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
As
of May 14, 2026, there were
MAG MILE CAPITAL, INC.
FORM 10-Q
For the period ended March 31, 2026
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 | 15 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 17 |
| Item 4. Controls and Procedures | 17 |
| 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 |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
| Condensed Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 (audited) | 4 |
| Condensed Statements of Operations for the Three Months ended March 31, 2026 and 2025 (unaudited) | 5 |
| Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months ended March 31, 2026 and 2025 (unaudited) | 6 |
| Condensed Statements of Cash Flows for the Three Months ended March 31, 2026 and 2025 (unaudited) | 7 |
| Notes to Condensed Financial Statements (unaudited) | 8 |
| 3 |
MAG MILE CAPITAL, INC.
CONDENSED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Draws against commissions | ||||||||
| Prepaid expenses | ||||||||
| Prepaid stock compensation | — | |||||||
| 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 | $ | $ | ||||||
| Accounts payable and accruals – related party | ||||||||
| Accounts payable and accruals | ||||||||
| Loan payable | ||||||||
| Loan payable – related party | ||||||||
| Loan payable | ||||||||
| Operating lease liability – current portion | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities: | ||||||||
| Operating lease liability – net of current portion | ||||||||
| Loan payable, net of current portion | ||||||||
| Total Long Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | — | — | ||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred stock, $ | ||||||||
| Series A Preferred stock, $ | — | — | ||||||
| Preferred stock, value | — | — | ||||||
| Common stock, $ | ||||||||
| 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.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Commission expense | ( | ) | ( | ) | ||||
| Commission expense – related party | ( | ) | ( | ) | ||||
| Commission expense | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Professional fees | ||||||||
| Consulting | — | |||||||
| Payroll expense | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Income from operations | ||||||||
| Other expense: | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Net income before income tax | ||||||||
| Income tax | — | — | ||||||
| Net income | $ | $ | ||||||
| Income per share, basic and diluted | $ | $ | ||||||
| Weighted average shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
MAG MILE CAPITAL, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(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, 2025 | $ | — | $ | — | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balances, March 31, 2026 | $ | — | $ | — | $ | $ | ( | ) | $ | |||||||||||||||||||
| Common Stock | Series A Preferred Stock | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balances, December 31, 2024 | $ | — | $ | — | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Balance | $ | — | $ | — | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balances, March 31, 2025 | $ | — | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Balance | — | — | ( | ) | $ | ( | ) | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
MAG MILE CAPITAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Amortization of operating lease right-of-use asset | ||||||||
| Stock compensation | — | |||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Prepaids | ( | ) | ||||||
| Draws against commissions | ||||||||
| Accounts payable and accruals | ( | ) | ||||||
| Accounts payable and accruals – related party | — | |||||||
| Proceeds from related parties | — | |||||||
| Net cash provided by operating activities | ||||||||
| Cash Flows from Investing Activities: | — | — | ||||||
| Cash Flows from Financing Activities: | — | — | ||||||
| Net change in cash | ||||||||
| Cash, at beginning of period | ||||||||
| Cash, at end of period | $ | $ | ||||||
| Cash paid for: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | — | $ | — | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 7 |
MAG MILE CAPITAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)
NOTE 1 – NATURE OF OPERATIONS
Mag Mile Capital, Inc. (“Mag Mile”, or the “Company”) was originally incorporated on July 8, 2021, as an Oklahoma corporation. 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
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, Inc. 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 titles
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 was accounted for as a reverse recapitalization. Mag Mile Capital was deemed the accounting predecessor of the Merger and became the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods are reflected in the Company’s periodic reports filed with the SEC for periods following the merger.
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.
On July 9, 2025, FINRA completed its review of Mag Mile Capital’s corporate action to change its domicile from Oklahoma to Delaware.
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 $
| 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, 2026. 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, 2025.
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
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.
Basic and Diluted Earnings Per Share
Net
income per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters.
Basic net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding
during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of
common stock and potentially outstanding shares of common stock during the period. As of March 31, 2026 and 2025, the Company had
Stock-based Compensation
We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.
| 9 |
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 Commercial Real Estate (CRE) transactions. Success fee revenue is recognized when the related transaction closes,
which is generally the same day the cash is received. Securitization revenue is received and recognized after a short delay after a deal
closes. In most cases, securitization revenue is received 30 to 45 days after closing of the transaction. The Company does not recognize
this revenue until earned. For certain types of loans, mainly securitized Commercial Mortgage-Backed Securities loans (CMBS) loans, revenues
are also earned after the transaction closing based on the successful securitization of the loan into bonds. For the three months ended March 31, 2026, we recognized $
For
the three months ended March 31, 2026, the Company recognized
For
the three months ended March 31, 2025, the Company recognized
Cost of Revenue
Cost of revenue includes commission expense incurred during the period.
Accounts Receivable and Allowance for Credit Losses
The Company evaluates the collectability of its accounts receivable based on a number of factors, including customer-specific information, historical collection experience, the aging of receivables, and current and expected economic conditions. When the Company becomes aware of a customer’s inability to meet its financial obligations, a specific allowance is recorded to reduce the receivable to the amount expected to be collected.
The Company accounts for credit losses in accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments — Credit Losses, which requires the use of the Current Expected Credit Loss (“CECL”) model. Under this model, the Company estimates lifetime expected credit losses upon initial recognition of financial assets measured at amortized cost, including accounts receivable, and updates those estimates at each reporting period.
The allowance for credit losses is determined using a combination of historical loss rates, aging analysis, customer-specific risk characteristics, and forward-looking information, including macroeconomic factors such as industry conditions and economic trends. Financial assets with similar risk characteristics are evaluated collectively.
The allowance represents management’s best estimate of the amount of receivables that will not be collected over the contractual life of the asset. The carrying value of accounts receivable, net of the allowance for credit losses, reflects the amount the Company expects to collect. Changes in the allowance are recorded in the statements of operations as credit loss expense.
The adoption of ASC Topic 326 did not have a material impact on the Company’s financial statements.
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. Draws against commissions are non-interest bearing.
The Company evaluates the collectability of these receivables on an individual basis when specific risk factors are identified. In estimating the need for an allowance for credit losses, the Company considers a combination of historical loss experience, the aging of outstanding balances, the extent to which draws are expected to be repaid through future earned commissions, current economic conditions, and reasonable and supportable forecasts.
| 10 |
Given that draws are typically recovered through commissions earned on originated transactions, the Company also evaluates the underlying pipeline of transactions, historical conversion rates of such transactions into funded deals, and the ongoing relationship with the applicable salesperson. Where repayment is no longer probable, such as when a salesperson is no longer affiliated with the Company or when expected future commissions are insufficient to cover outstanding draws, the Company records a specific reserve or writes off the balance when deemed uncollectible. As of March 31, 2026 and December 31, 2025, the Company did not have a reserve against its draw balances, as all applicable salespersons remained actively affiliated with the Company and the anticipated pipeline of commissions was deemed sufficient to recover outstanding amounts.
Recent Accounting Pronouncements
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 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 three months ended March 31, 2026, the Company reported net income of $
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 continue 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.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment consists of leasehold improvements, office and other equipment. All property and equipment were fully depreciated in 2024.
NOTE 5 – LOAN PAYABLE
On
May 27, 2020, the Company received a $
The Collateral in which this security interest is granted includes the following property that Borrower now owns or shall acquire or create immediately upon the acquisition or creation thereof: all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes, (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto.
| 11 |
NOTE 6 - RELATED PARTY TRANSACTIONS
As
of March 31, 2026 and December 31, 2025, the Company has a loan payable due to Park River Investments LLC (formerly Mag Mile Capital
LLC) of $
The
Company has an office lease dated January 1, 2023, with a term of
On
January 1, 2025, we entered into a commercial lease agreement, at 1141 W. Randolph St., Chicago, IL, for approximately
Related
party commission expense is for commission paid to Park River Investments, LLC, a company owned by Mr. Shah, Chairman and CEO, where
Mr. Shah was the procuring cause for the revenue. Per the terms of Mr. Shah’s employment agreement his commission is limited to
A summary of Accounts Payable and Accruals – Related Party is as follows:
SUMMARY OF ACCOUNTS PAYABLE AND ACCRUALS - RELATED PARTY
| March 31, 2026 | December 31, 2025 | |||||||
| Deferred lease liability | $ | $ | ||||||
| Basement lease accrual | ||||||||
| Commissions payable | ||||||||
| Total | $ | $ | ||||||
NOTE 7 – EQUITY
Preferred Stock
The
Company has authorized
Of
the authorized preferred stock
As
of March 31, 2026 and December 31, 2025, there are
Common Stock
The
Company has
| 12 |
NOTE 8 – OPERATING LEASE
The
Company has an office lease dated January 1, 2023, with a term of
SCHEDULE OF OPERATING LEASE
| Balance Sheet Classification | March 31, 2026 | December 31, 2025 | ||||||||
| 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 obligation at March 31, 2026 consisted of the following:
SCHEDULE OF LEASE OBLIGATIONS
| For the year ended December 31: | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total payments | ||||
| Amount representing interest | ( | ) | ||
| Lease obligation, net | ||||
| Less current portion | ( | ) | ||
| Lease obligation – long term | $ | |||
Operating
lease expense for the three months ended March 31, 2026 and 2025 was $
In
order to manage the Company’s cash flows the Company has paid only $
NOTE 9 – SEGMENT REPORTING
ASC
Topic 280, “Segment Reporting” establishes the standards for reporting information about operating segments on a basis consistent
with the Company’s internal organizational structure as well as information about services categories, business segments and major
customers in financial statements. The Company is managed as one operating unit, rather than multiple reporting units, for internal reporting
purposes and for internal decision-making and discloses its operating results in a
| 13 |
NOTE 10 – INCOME TAX
The Company accounts for income taxes in accordance with ASC 740. For interim reporting purposes, income tax expense is recognized using an estimated annual effective tax rate applied to year-to-date ordinary income, together with the tax effects of discrete items recognized in the period.
For
the three months ended March 31, 2026, the Company recorded no income tax expense or benefit. The Company generated pre-tax income of
approximately $
As of March 31, 2026, the Company’s deferred tax assets continue to consist primarily of net operating loss carryforwards. There have been no material changes to the components of deferred tax assets, valuation allowance, or related estimates from those disclosed in the Company’s audited financial statements as of December 31, 2025.
The Company’s effective tax rate for the three months ended March 31, 2026 differs from the combined statutory tax rate primarily due to the full valuation allowance recorded against its deferred tax assets, partially offset by permanent differences related to stock-based compensation.
The following table reconciles the combined statutory income tax rate to the Company’s effective tax rate for the three months ended March 31, 2026 and 2025:
SCHEDULE OF EFFECTIVE INCOME TAX RECONCILIATION
| 2026 | 2025 | |||||||
| Federal statutory rate | % | % | ||||||
| State taxes, net of federal benefit | % | % | ||||||
| Combined statutory rate | % | % | ||||||
| Permanent differences (stock-based compensation) | % | - | ||||||
| Change in valuation allowance | ( | %) | ( | %) | ||||
| Effective income tax rate | % | % | ||||||
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.
| 14 |
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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
The Company was originally 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. Prior to the March 30, 2023, reorganization discussed below, the Company was formed for the purpose of effecting a business combination. Following the reorganization, the Company operates as a commercial real estate mortgage banking firm.
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 titles 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 was accounted for as a reverse recapitalization. Mag Mile Capital was deemed the accounting predecessor of the Merger and is the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods are reflected in the Company’s periodic reports filed with the SEC for periods following the merger.
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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.
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 Seasons 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, subject to availability of capital and market conditions, 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 March 31, 2026 Compared to the Three Months Ended March 31, 2025
Revenue and Gross Profit
Our revenue from commission income for the three months ended March 31, 2026 and 2025, was $2,382,375 and $780,500, respectively, an increase of $1,601,875 or 205.2%. During Q1, the Company closed a $79.5 million refinance transaction with the HKB Hotels Group resulting in gross revenue of $1,390,000. This deal was also consummated at the marketing event in Lisbon in early August 2025 subsequently after the 3 deals closed in Q4 2025. The COO of HKB Hotels and Managing Director of Barclays were present at the event. In addition, revenue has increased due to several new large loans originated through the Commercial Mortgage Backed Securities (“CMBS”). The CMBS market has been very active in Q1.
Our commission expense for the three months ended March 31, 2026 and 2025, was $583,419 and $344,020, respectively, an increase of $239,399 or 69.6%. We saw an increase in commission expenses due to the increase in revenue and for deals closed by loan originators with beneficial commission structures.
Our commission expense – related party, for the three months ended March 31, 2026 and 2025, was $1,100,663 and $180,400, respectively. Related party commission expense increased due to more deals originated by the Chairman and CEO. 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 profitability metric as it is net of commissions paid. We had a gross profit of $698,293 for the three months ended March 31, 2026, compared to a gross profit of $256,080 for the three months ended March 31, 2025. The increase in our gross profit is due in part to reconfigured commissions by slightly reducing overrides. Furthermore, when the Company closes deals for more profitable originators, it generates higher gross profit compared to lower-profit originators.
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Operating Expenses
Professional fees for the three months ended March 31, 2026 and 2025, were $15,000 and $25,813, respectively, a decrease of $10,813 or 41.9%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had a $15,000 and $6,500 decrease in audit and accounting fees, respectively, (due to timing of billings) offset by an increase of legal fees.
Consulting expense for the three months ended March 31, 2026 and 2025, was $136,250 and $0, respectively, an increase of $136,250. In the current year we recognized $90,000 for IR consulting and $46,250 of non-cash consulting expense, that had been in prepaids, for common stock issued in a prior period.
Payroll expense for the three months ended March 31, 2026 and 2025, was $65,123 and $70,638, respectively, a decrease of only $5,515 or 7.8%.
General and administrative expenses for the three months ended March 31, 2026 and 2025, were $178,294 and $147,722, respectively, an increase of $30,572 or 20.7%. In the current period we had an increase of travel expense of approximately $7,800, $10,000 for OTC fees and office expense of $6,000.
Other Expense
We incurred interest expense of $2,193 and $2,193 for the three months ended March 31, 2026 and 2025. We incur interest expense for our Small Business Administration loan (Note 5).
Net Income
We had a net income of $301,433 for the three months ended March 31, 2026, compared to $9,714 for the three months ended March 31, 2025. The increase to our net income was the result of a $442,213 increase in our gross profit, with only a $150,495 increase in operating expenses, for a net increase to operating income of $291,719.
Liquidity and Capital Resources
As of March 31, 2026, we had cash of approximately $644,000 and working capital of $169,103.
During the three months ended March 31, 2026, we generated $130,339 of cash from operating activities. Our cash flows provided by operating activities is the result of (i) our net income of $301,433, adjusted for non-cash activity of $61,662 and (ii) a decrease in prepaids of $959, a decrease of draws against commissions of $40,141, a decrease of accounts payable and accruals of $283,004 and an increase of accounts payable and accruals, related party, of $9,148.
During the three months ended March 31, 2025, we generated $139,650 of cash from operating activities. Our cash flows provided by operating activities is the result of (i) our net income of $9,714, adjusted for non-cash activity of $14,388 and (ii) an increase in prepaids of $17,640, a decrease of draws against commissions of $5,986, an increase of accounts payable and accruals of $72,202 and an increase for proceeds from related parties of $55,000.
During the three months ended March 31, 2026 and 2025, we had no investing activities.
During the three months ended March 31, 2026 and 2025, we had no financing activities.
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.
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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 effective as of March 31, 2026.
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 weaknesses in its assessment of the effectiveness of internal control over financial reporting as of March 31, 2026:
| ● | Material Weakness – 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 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 Proceeds
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 of Mag Mile Capital, Inc. | |
| 3.2* | Certificate of Merger of Mag Mile Capital, Inc. (Oklahoma) into Mag Mile Capital, Inc. (Delaware) | |
| 3.3* | Certificate of Correction to Certificate of Merger of Mag Mile Capital, Inc. (Oklahoma) into Mag Mile Capital, Inc. (Delaware) | |
| 3.4* | 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). |
* Filed herewith
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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: May 14, 2026 | ||
| 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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