Mag Mile Capital earns $199K amid going-concern doubt
Working capital stood at $2,247 as management reported substantial doubt about the company’s ability to continue as a going concern.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Mag Mile Capital, Inc. (MMCP) reported third-quarter 2026 revenue of $1,042,650, compared with $324,600 a year earlier, and net income of $60,768, versus a $447,064 loss. For the nine months ended September 30, revenue was $4,304,075 versus $1,811,975, and net income was $198,943 versus a $502,934 loss. The company attributed higher revenue mainly to increased deal activity, including larger loans through the Commercial Mortgage-Backed Securities (CMBS) market. Nine-month gross profit was $1,276,724, compared with $685,830.
At September 30, 2026, cash was $566,902 and working capital was $2,247; operating activities generated $53,125 over nine months. Management said conditions raise substantial doubt about the company’s ability to continue as a going concern, despite current-period income, noting it had only recently begun generating net income and may rely on related-party financing. Disclosure controls were ineffective as of September 30, 2026, due to material weaknesses involving insufficient accounting and financial reporting resources and inadequate segregation of duties. Management intends to use external accounting professionals and evaluate supervisory review and compensating controls as resources permit.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month revenue reached $4,304,075, versus $1,811,975 in 2025.
- Moderate pointNine-month net income was $198,943, versus a $502,934 loss in 2025.
Negative
- Major pointSubstantial doubt about continued operations; working capital was $2,247.
- Major pointTwo material weaknesses left disclosure controls ineffective as of September 30, 2026.
Filing Explained
The CEO-owned firm earned one million eight hundred twenty-two thousand one hundred sixty-three dollars in commissions; capped at fifty-five percent of qualifying revenue.
The 2026 Stock Incentive Plan took effect on
If shares are issued under the plan, existing holders’ percentage ownership would decline absent offsetting changes.
For the nine months ended
Key Figures
Key Terms
Commercial Mortgage-Backed Securities financial
CECL model financial
going concern financial
related-party commission expense financial
material weakness technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were MMCP’s revenue and net income in the third quarter of 2026?
What were MMCP’s revenue and net income for the first nine months of 2026?
What internal control weaknesses did MMCP identify?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
For the Transition Period from
Commission
File Number
(Exact Name of registrant as specified in its charter)
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer- Identification No.) |
(Address of Principal Executive Offices and zip code)
(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 | ||
| OTCQB |
Indicate
by check mark whether the registrant (i) 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 (or 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.
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).
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 ☐ | |
| 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 6, 2026, there were
MAG MILE CAPITAL, INC.
FORM 10-Q
For the period ended September 30, 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 | 16 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 20 |
| Item 4. Controls and Procedures | 20 |
| PART II – OTHER INFORMATION | 22 |
| Item 1. Legal Proceedings | 22 |
| Item 1A. Risk Factors | 22 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3. Defaults Upon Senior Securities | 22 |
| Item 4. Mine Safety Disclosures | 22 |
| Item 5. Other Information | 22 |
| Item 6. Exhibits | 22 |
| SIGNATURES | 23 |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
| Condensed Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025 (audited) | 4 |
| Condensed Statements of Operations for the Three and Nine Months ended September 30, 2026 and 2025 (unaudited) | 5 |
| Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months ended September 30, 2026 and 2025 (unaudited) | 6 |
| Condensed Statements of Cash Flows for the Nine Months ended September 30, 2026 and 2025 (unaudited) | 7 |
| Notes to Condensed Financial Statements (unaudited) | 8 |
| 3 |
MAG MILE CAPITAL, INC.
CONDENSED BALANCE SHEETS
| September 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Draws against commissions, net | ||||||||
| 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 (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accruals | $ | $ | ||||||
| Accounts payable and accruals – related party | ||||||||
| Loan payable | ||||||||
| Loan payable – related party | ||||||||
| 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, $ | — | — | ||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
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 | 2026 | 2025 | |||||||||||||
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Commission expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Commission expense – related party | ( | ) | — | ( | ) | ( | ) | |||||||||
| Commission expense | ( | ) | — | ( | ) | ( | ) | |||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Consulting | — | — | — | |||||||||||||
| Payroll expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Bad debt expense | — | — | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||||||
| Other expense: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) before income tax | ( | ) | ( | ) | ||||||||||||
| Income tax | — | — | — | — | ||||||||||||
| Net Income (Loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net Income (Loss) 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
(Unaudited)
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Common Stock | Series A Preferred Stock | Additional Paid in | Accumulated | Total Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balances, December 31, 2025 | $ | — | $ | — | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balances, March 31, 2026 | — | — | ( | ) | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balances, June 30, 2026 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balances, September 30, 2026 | $ | — | $ | — | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Common Stock | Series A Preferred Stock | Additional Paid in | Accumulated | Total Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balances, December 31, 2024 | $ | — | $ | — | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balances, March 31, 2025 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balances, June 30, 2025 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balances, September 30, 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 Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Amortization of operating lease right-of-use asset | ||||||||
| Stock compensation | ||||||||
| Provision for credit losses | — | |||||||
| 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 | ||||||||
| 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
SEPTEMBER 30, 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. (“Myson”), the registrant’s former name. 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 owned, as of the closing of the merger,
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 (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, 2026 and 2025, the Company had no potentially dilutive shares of common stock. Additionally, diluted amounts, if any, 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.
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 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 and nine months
ended September 30, 2026, we recognized $
We have no contracts with either Barclays or SB Norcross LLC. This is the nature of this business. The Company relies on large transactions to generate significant revenue. Revenues fluctuate from one month to another, which is a normal course of this business. The revenues depend on the deal flow. On our vendor/lender front, our deal sources change based on who is active at a certain time. This is determined by which lender wants more business and which lender can price deal more competitively. It also depends on each lender’s credit appetite at any given point of time. They tend to change from one quarter to another. In absence of Barclays, we can easily pivot and find another lender, who is Barclays’ competitor to do business with.
For
the three months ended September 30, 2026, the Company recognized
For
the nine months ended September 30, 2026, the Company recognized
For
the three months ended September 30, 2025, the Company recognized
For
the nine months ended September 30, 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.
| 10 |
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.
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.
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. At each reporting date, the Company records an allowance for the lifetime expected credit losses on its draw balances.
The Company writes off balances when they are deemed uncollectible, such as when a salesperson is no longer affiliated with the Company
or when expected future commissions are insufficient to cover outstanding draws. As of September 30, 2026 and December 31, 2025, the Company had no reserve against its draw balances. During the three months ended September 30, 2026, the Company wrote off $
SCHEDULE OF ALLOWANCE FOR CREDIT LOSSES
Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | |||||||
| Beginning balance | $ | $ | — | |||||
| Provision for credit losses | ||||||||
| Write-offs | ( | ) | ( | ) | ||||
| Recoveries | — | — | ||||||
| Ending balance | $ | — | $ | — | ||||
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public business entities to disclose, in the notes to the financial statements, specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01, which clarified that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statement 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.
| 11 |
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 one year after the date the financial statements are issued. 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, 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.
The Company capitalizes property and equipment with a useful life of greater than
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.
NOTE 6 - RELATED PARTY TRANSACTIONS
As
of September 30, 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 three years, with a
On
January 1, 2025, we entered into a commercial lease agreement with 1141 W. Randolph, LLC, at 1141 W. Randolph St., Chicago, IL, for approximately
| 12 |
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
| September 30, 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 September 30, 2026 and December 31, 2025, there are
Common Stock
The
Company has
On
July 8, 2026, the Company’s Board of Directors and stockholders holding a majority of the Company’s voting power approved
the Mag Mile Capital, Inc. 2026 Stock Incentive Plan (the “2026 Plan”), which became effective on August 17, 2026. The 2026
Plan provides for the issuance of up to
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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 | September 30, 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 September 30, 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 nine months ended September 30, 2026 and 2025 was $
As
of September 30, 2026, there is approximately
In
order to manage the Company’s cash flows the Company has paid only $
NOTE 9 – SEGMENT REPORTING
The
Company operates as a
The CODM primarily evaluates segment performance based on revenue, gross profit, operating income (loss), net income (loss), and cash flows from operations. Gross profit, which represents revenue less commission expense, including related-party commission expense, is a significant measure used by the CODM in evaluating the profitability of the Company’s lending and financing activities. The CODM also reviews significant operating expense categories, including professional fees, consulting expense, payroll expense, general and administrative expense, and bad debt expense, in assessing operating performance and determining resource allocation.
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The Company’s segment revenues, significant expenses and measure of segment profit or loss are the same as the corresponding amounts presented in the Company’s condensed statements of operations. The Company does not allocate assets or liabilities to separate business components because the CODM manages the Company and evaluates financial position on a consolidated basis. Accordingly, the Company has one operating segment and one reportable segment.
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 nine months ended September 30, 2026, the Company recorded no income tax expense or benefit. The Company generated pre-tax income
of $
As of September 30, 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 nine months ended September 30, 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 nine months ended September 30, 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 evaluated subsequent events and transactions occurring after September 30, 2026 through the date these financial statements were issued. Management determined that there were no subsequent events requiring recognition or disclosure in the accompanying financial statements.
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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, Inc. (“Myson”), the registrant’s former name. 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 owned, as of the closing of the merger, 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 September 30, 2026 Compared to the Three Months Ended September 30, 2025
Revenue and Gross Profit
Our revenue for the three months ended September 30, 2026 and 2025 was $1,042,650 and $324,600, respectively, an increase of $718,050, or 221.2%. The increase in revenue was primarily attributable to increased deal activity, including several large loans originated through the Commercial Mortgage-Backed Securities (“CMBS”) market, which remained active during the third quarter of 2026. The Company also recognized $545,362 of securitization fees and $497,288 of success fees during the third quarter of 2026, compared to $0 and $324,600, respectively, during the third quarter of 2025.
The Company continues to experience fluctuations in monthly and quarterly revenue as a result of the timing and size of transactions closed. Revenue is dependent on overall deal flow, lender activity, pricing, and individual lenders’ credit appetites. During the third quarter of 2026, the Company continued to benefit from increased activity in the CMBS market and several larger financing transactions.
Our commission expense for the three months ended September 30, 2026 and 2025, was $278,157 and $187,924, respectively, an increase of $90,233 or 48.0%. We saw an increase in commission expenses in conjunction with the increase in revenue due to the restructuring of some of the Originators’ splits and overrides to increase the Company’s profitability.
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Our related-party commission expense for the three months ended September 30, 2026 and 2025, was $416,000 and $0, respectively, an increase of $416,000. The increase was primarily attributable to a greater number of transactions originated by the Company’s Chairman and CEO. Related-party commission expense represents commissions paid to Park River Investments, LLC, a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause of the related revenue.
As a result, gross profit increased to $348,493 for the three months ended September 30, 2026, compared to $136,676 for the three months ended September 30, 2025, an increase of $211,817, or approximately 155.0%. The increase in gross profit was primarily attributable to the significant increase in revenue, partially offset by the increase in commission expense.
Operating Expenses
Professional fees for the three months ended September 30, 2026 and 2025, were $15,400 and $24,265, respectively, a decrease of $8,865 or 36.5%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had a $9,235 decrease in audit fees (due to timing of billings) offset by a slight increase of accounting fees.
Payroll expense for the three months ended September 30, 2026 and 2025, was $95,004 and $84,225, respectively, an increase of $10,779 or 12.8%. Payroll expense increased due to formulaic bonus directly connected to revenue as opposed to discretionary bonus.
General and administrative expenses for the three months ended September 30, 2026 and 2025, were $156,016 and $473,057 respectively, a decrease of $317,041 or 67%. In the current period we had a decrease of approximately $272,500 for marketing expenses. The prior year period included marketing costs for the August 2025 Lisbon event, which was intended to strengthen relationships with clients and capital sources and to support business development. No comparable event took place in 2026.
Bad debt expense for the three months ended September 30, 2026 and 2025 was $19,112 and $0, respectively. Bad debt expense in the current period relates to the write-off of draws against commissions determined to be uncollectible, consisting of the remaining $10,098 balance of a former originator whose draw balance had been partially reserved in the second quarter of 2026 and $9,014 of draw balances of other originators.
Other Expense
We incurred interest expense of $2,193 and $2,193 for the three months ended September 30, 2026 and 2025. We incur interest expense for our Small Business Administration loan (Note 5).
Net Income (Loss)
We had net income of $60,768 for the three months ended September 30, 2026, compared to a net loss of $447,064 for the three months ended September 30, 2025. The increase from a net loss to net income was the result of a $211,817 increase in our gross profit, while our operating expenses decreased $296,015, for a net increase to operating income of $507,832.
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Results of Operations for the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Revenue and Gross Profit
Our revenue for the nine months ended September 30, 2026 and 2025, was $4,304,075 and $1,811,975, respectively, an increase of $2,492,100 or 137.5%. The increase in revenue was primarily attributable to increased deal activity, including several large loans originated through the Commercial Mortgage-Backed Securities (“CMBS”) market, which remained active during the third quarter of 2026.
The Company continues to experience fluctuations in monthly and quarterly revenue as a result of the timing and size of transactions closed. Revenue is dependent on overall deal flow, lender activity, pricing, and individual lenders’ credit appetites. During the third quarter of 2026, the Company continued to benefit from increased activity in the CMBS market and several larger financing transactions.
Our commission expense for the nine months ended September 30, 2026 and 2025, was $1,205,188 and $896,245, respectively, an increase of $308,943 or 34.5%. We saw an increase in commission expenses in conjunction with the increase in revenue due to the restructuring of some of the Originators’ splits and overrides to increase the Company’s profitability.
Our related-party commission expense for the nine months ended September 30, 2026 and 2025, was $1,822,163 and $229,900, respectively, an increase of $1,592,263 or 692.6%.
The increase was primarily attributable to a greater number of transactions originated by the Company’s Chairman and CEO. Related-party commission expense represents commissions paid to Park River Investments, LLC, a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause of the related revenue.
As a result, gross profit increased to $1,276,724 for the nine months ended September 30, 2026, compared to $685,830 for the nine months ended September 30, 2025, an increase of $590,894, or 86.2%. The increase in gross profit was primarily attributable to the increase in revenue.
Operating Expenses
Professional fees for the nine months ended September 30, 2026 and 2025, were $58,380 and $74,144, respectively, a decrease of $15,764 or 21.3%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had a $23,792 decrease in audit fees, (due to timing of billings) offset by increases of accounting and legal fees.
Consulting expense for the nine months ended September 30, 2026 and 2025, was $136,250 and $0, respectively, an increase of $136,250. In the current year we recognized $90,000 for investor relations (“IR”) consulting. We also recognized $46,250 of non-cash consulting expense, that had been in prepaids, for common stock issued in a prior period. For the nine months ended September 30, 2025, consulting costs of $92,500 were included in general and administrative expenses rather than presented separately. Excluding the effect of this change in presentation, consulting costs increased by $43,750 compared to the prior year period.
Payroll expense for the nine months ended September 30, 2026 and 2025, was $263,070 and $294,232, respectively, a decrease of $31,162 or 10.6%. Payroll expense decreased due to improved payroll management and moving bonus for the Analyst to formulaic bonus directly connected to revenue as opposed to discretionary bonus.
General and administrative expenses for the nine months ended September 30, 2026 and 2025, were $553,999 and $813,809, respectively, a decrease of $259,810 or 31.9%. In the current period we had a decrease of client entertainment expenses of approximately $38,500 and $238,000 for marketing expense. The prior year period included marketing costs for the August 2025 Lisbon event, which was intended to strengthen relationships with clients and capital sources and to support business development. No comparable event took place in 2026.
For the nine months ended September 30, 2026 and 2025, the Company recognized $59,503 and $0, respectively of bad debt expense related to its draw receivable accounts. Of the nine-month amount, $40,391 was recognized in the second quarter of 2026 and $19,112 was recognized in the third quarter of 2026, in each case related to the write-off or reserve of draws against commissions determined to be uncollectible.
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Other Expense
We incurred interest expense of $6,579 and $6,579 for the nine months ended September 30, 2026 and 2025. We incur interest expense for our Small Business Administration loan (Note 5).
Net Income (Loss)
We had net income of $198,943 for the nine months ended September 30, 2026, compared to a net loss of $502,934 for the nine months ended September 30, 2025. The increase from a net loss to net income was primarily attributable to a $590,894 increase in gross profit, and a $110,983 decrease in operating expenses.
Liquidity and Capital Resources
As of September 30, 2026, we had cash of approximately $567,000 and working capital of $2,247.
During the nine months ended September 30, 2026, we generated $53,125 of cash from operating activities. Cash flows provided by operating activities were the result of (i) our net income of $198,943, adjusted for non-cash activity of $152,789 and (ii) a decrease in prepaids of $11,459, a decrease of draws against commissions of $34,141, a decrease of accounts payable and accruals of $240,077 and a decrease of accounts payable - related party of $104,130.
During the nine months ended September 30, 2025, we generated $58,193 of cash from operating activities. Our cash flows provided by operating activities is the result of (i) our net loss of $502,934, adjusted for non-cash activity of $136,508 and (ii) an increase in prepaids of $8,138, a decrease of draws against commissions of $44,537, an increase of accounts payable and accruals of $73,220 and advances from a related party of $315,000. The related party advances were used to fund operating expenses and are not structured as loans with stated repayment terms or interest; accordingly, they are presented within operating activities.
During the nine months ended September 30, 2026 and 2025, we had no investing activities.
During the nine months ended September 30, 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
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026, pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2026, due to the material weaknesses in internal control over financial reporting described below.
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Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Management identified the following material weaknesses in the Company’s internal control over financial reporting as of September 30, 2026:
| 1. | Insufficient Accounting and Financial Reporting Resources. The Company does not maintain sufficient personnel with the appropriate level of technical accounting expertise and financial reporting experience necessary to ensure the timely and accurate preparation and review of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable SEC reporting requirements. In addition, the Company lacks an adequate supervisory review structure over certain aspects of the financial reporting process. | |
| 2. | Inadequate Segregation of Duties. Due to the Company’s limited number of accounting and administrative personnel, certain financial reporting, accounting, and transaction-processing responsibilities are not adequately segregated. This condition increases the risk that errors or unauthorized transactions may not be prevented or detected on a timely basis. |
These deficiencies create a reasonable possibility that a material misstatement of the Company’s financial statements could occur and not be prevented or detected on a timely basis.
Remediation of Material Weaknesses
Management recognizes the importance of maintaining effective internal control over financial reporting and intends to address the identified material weaknesses as financial and operational resources permit. The Company expects to continue utilizing external accounting professionals to assist with technical accounting matters, financial statement preparation, and compliance with SEC reporting requirements. Management also intends to evaluate opportunities to strengthen supervisory review procedures, improve documentation of accounting processes, and implement additional compensating controls to address limitations in the segregation of duties. The timing and implementation of these remediation measures will depend upon the availability of financial and personnel resources. The identified material weaknesses will not be considered remediated until the applicable controls have been implemented, operated for a sufficient period, and evaluated by management as effective.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended September 30, 2026, that materially affected, or are reasonably likely to materially affect, the Company’s 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
During
the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934)
of the Company
Item 6. Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Incorporation of Mag Mile Capital, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026) | |
| 3.2 | Certificate of Merger of Mag Mile Capital, Inc. (Oklahoma) into Mag Mile Capital, Inc. (Delaware) (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026) | |
| 3.3 | Certificate of Correction to Certificate of Merger of Mag Mile Capital, Inc. (Oklahoma) into Mag Mile Capital, Inc. (Delaware) (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026) | |
| 3.4 | Bylaws (incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026) | |
| 10.1 | Mag Mile Capital, Inc. 2026 Stock Incentive Plan (incorporated by reference to Exhibit A to the Company’s Definitive Information Statement on Schedule 14C filed with the SEC on July 28, 2026) | |
| 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). |
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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: November 6, 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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