MMCP 10-K & 10-Q changes, risk factors and insider trading
Mag Mile Capital, Inc. · OTC · Industrial Process Furnaces & Ovens · CIK 1879293 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“General and administrative expenses for the years ended December 31, 2025 and 2024, were $879,610 and $528,709, respectively, an increase of $350,901 or 66.4%. In the current period we had an increase of travel expense of approximately $50,000 and marketing expenses of $293,000. In August 2025, we had an extraordinary marketing expense where we hosted a party in Lisbon, Portugal attended by the Chairman, clients, vendors, employees, and existing and prospective shareholders. The Company hired Osiris Events as a DMC - Destination Management Company. …”see in full comparison
“Gross margin is our main revenue metric as it is net of commissions paid. We had a gross margin of $1,383,239 for the year ended December 31, 2025, compared to $658,260 for the year ended December 31, 2024, an increase of $724,979 or 110.1%. The increase in our gross margin 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 margin compared to lower-profit originators. …”see in full comparison
Our revenue from commission income for the years ended December 31,see in full comparison20242025 and2023,2024, was$2,051,443$4,062,250 and$1,919,243,$2,051,443, respectively, an increase of$132,200$2,010,807 or6.9%.98%.RevenueOn October 24, 2025, the Company closed a $59 million refinance transaction and a $14.5 million transaction with the HKB Hotels Group resulting inthegrosssecond halfrevenue of $1.045 million. This deal was consummated at theyearmarketing event in Lisbon in early August. 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”).
Our commission expense – related party, for the years ended December 31,see in full comparison20242025 and2023,2024, was$522,749$1,039,088 and$678,750,$522,749, respectively, ana decreaseincrease of$156,001$516,339 or23%.98.8%. Related party commission expensedecreasedincreased due toamore dealsneworiginatedcommission agreement that loweredby thepercentageChairman and CEO. Related party commission expense is for commission paid to55%ParkofRiverallInvestments,closedLLC,deals.a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause for the revenue.
see in full comparisonPayrollConsulting expense for the years ended December 31,20242025 and2023,2024, was$281,911$138,750 and$360,341,$30,450, respectively,aandecreaseincrease of$78,430$108,300 or21.8%.355.7%.OurInpayroll expense decreased inthe current yearduewetorecognizedbonuses$138,750 of non-cash consulting expense, thatwerehadpaid outbeen intheprepaids,priorforyearcommonbutstocknotissued intheacurrent.prior period.
Professional fees for the years ended December 31,see in full comparison20242025 and2023,2024, were$91,764$72,914 and$590,607,$91,764, respectively, a decrease of$498,843$18,850 or84.5%.20.5%. Professional fees consist mainly of legal, audit and accounting fees.InThe decrease in thepriorcurrent yearweisissuedthe894,113 sharesresult ofcommonastockdecreasetoinanaccountingattorneyfees offor total$8,750non-cashandexpensea decrease in legal fees of$447,057.$10,028.
Full comparison: every changed paragraph (25)
Revenue
and Gross ProfitMargin
Our
revenue from commission income for the years ended December 31, 20242025 and 2023,2024, was $2,051,443$4,062,250 and $1,919,243,$2,051,443, respectively, an increase
of $132,200$2,010,807 or 6.9%.98%. RevenueOn October 24, 2025, the Company closed a $59 million refinance transaction and a $14.5 million transaction with
the HKB Hotels Group resulting in thegross second halfrevenue of $1.045 million. This deal was consummated at the yearmarketing event in Lisbon in early
August. 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”).
Our
commission expense for the years ended December 31, 20242025 and 2023,2024, was $870,434$1,639,923 and $802,464,$870,434, respectively, an increase of $67,970$769,489
or or
8.5%.88.4%. We saw an increase in commission expenseexpenses due to the increase in revenue and for deals closed by loan originators with beneficial
commission structures.
Our
commission expense – related party, for the years ended December 31, 20242025 and 2023,2024, was $522,749$1,039,088 and $678,750,$522,749, respectively,
an a
decreaseincrease of $156,001$516,339 or 23%.98.8%. Related party commission expense decreasedincreased due to amore
deals neworiginated commission
agreement that loweredby the percentageChairman and CEO. Related party commission expense is for commission paid
to 55%Park ofRiver allInvestments, closedLLC, deals.a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause for the revenue.
Gross margin is our main revenue metric as it is net of commissions paid. We had a gross margin of $1,383,239 for the year ended December 31, 2025, compared to $658,260 for the year ended December 31, 2024, an increase of $724,979 or 110.1%. The increase in our gross margin 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 margin compared to lower-profit originators. Overall, the percentage increase in revenue was approximately 10% higher than the increase to commission expense (third party).
Gross
Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $658,260 for the year ended December 31,
2024, compared to $438,029 for the year ended December 31, 2023.
For
the year ended December 31, 2023, we recognized $1,582,072 for the fair value of warrants issued. We had no similar expense in the current
period.
Professional
fees for the years ended December 31, 20242025 and 2023,2024, were $91,764$72,914 and $590,607,$91,764, respectively, a decrease of $498,843$18,850 or 84.5%.20.5%. Professional
fees consist mainly of legal, audit and accounting fees. InThe decrease in the priorcurrent year weis issuedthe 894,113 sharesresult of commona stockdecrease toin anaccounting attorneyfees
of for
total$8,750 non-cashand expensea decrease in legal fees of $447,057.$10,028.
Consulting
expense for the years ended December 31, 2024 and 2023, were $30,450 and $459,806, respectively, a decrease of $429,356 or 93.4%. In
the prior year we issued 894,113 shares of common stock to a consultant for total non-cash expense of $447,057.
PayrollConsulting
expense for the years ended December 31, 20242025 and 2023,2024, was $281,911$138,750 and $360,341,$30,450, respectively, aan decreaseincrease of $78,430$108,300 or 21.8%.355.7%. OurIn
payroll expense decreased in the current year duewe torecognized bonuses$138,750 of non-cash consulting expense, that werehad paid outbeen in theprepaids, priorfor yearcommon butstock notissued in thea current.prior
period.
Payroll expense for the years ended December 31, 2025 and 2024, was $406,948 and $281,911, respectively, an increase of $125,037 or 44.4%. Payroll expense increased due to a bonus paid to the analyst and an increase of the amount of salary paid to the CEO. Salary paid to the CEO is often dependent upon the availability of funds.
General and administrative expenses for the years ended December 31, 2025 and 2024, were $879,610 and $528,709, respectively, an increase of $350,901 or 66.4%. In the current period we had an increase of travel expense of approximately $50,000 and marketing expenses of $293,000. In August 2025, we had an extraordinary marketing expense where we hosted a party in Lisbon, Portugal attended by the Chairman, clients, vendors, employees, and existing and prospective shareholders. The Company hired Osiris Events as a DMC - Destination Management Company. They were the event management company that planned the entire event. The event was used as a marketing and activation tactic for some of our largest clients. This event helped the Company close a large transaction in October 2025 with a client and a capital source that were present at the party in Lisbon. The rationale behind this expense was to celebrate Mag Mile Capital’s success and its clients, shareholders, employees, and capital sources’ trust in the CEO - Rushi Shah for many years.
General
and administrative expenses for the years ended December 31, 2024 and 2023, were $528,709 and $549,628, respectively, a decrease of $20,919
or 3.8%, an immaterial change year over year.
We had a net loss of $123,755 for the year ended December 31, 2025, compared to a net loss of $283,346 for the year ended December 31, 2024. The decrease to our net loss of $159,591 is mainly due to the increase of our gross margin.
We
had a net loss of $283,346 for the year ended December 31, 2024, compared to a net loss of $3,115,490 for the year ended December
31, 2023. The large net loss in the prior period is the result of the $1,582,072 of non-cash expense incurred for the issuance of
warrants and other stock compensation expense.
As
of December 31, 2024,2025, we had cash of approximately $484$513,777 and a working capital deficit of approximately $60,000.$144,294.
During
the year ended December 31, 2024,2025, we used $210,738$513,293 of cash inwas provided by operating activities. Our cash flows usedprovided inby operating activities
is primarily
a result of (i) our net loss of $283,346,$123,755, adjusted for non-cash activity of $73,744$149,157 and (ii) and a net change in operating
assets and
liabilities of ($1,136). In the prior period operating activities used $537,869 of cash.$487,891.
During the year ended December 31, 2024, we used $55,738 of cash in operating activities. Our cash flows used in operating activities is primarily a result of (i) our net loss of $283,346, adjusted for non-cash activity of $73,744 and (ii) and a net change in operating assets and liabilities of $153,864.
We used no cash, nor were provided with any cash from financing activities for the years ended December 31, 2025 and 2024.
During
the year ended December 31, 2024, we received $245,000 of cash from related party loans and repaid $90,000 of those loans. In the prior
period we received $50,000 of cash from related party loans and $170,000 from the sale of common stock.
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has an accumulated deficit of $2,971,814$3,095,569 at December 31, 2024,2025, had a net
loss of $283,346$123,755 and received net cash used infrom operating activities of $210,738$513,293 for the year ended December 31, 2024.2025. The Company’s
ability ability
to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of
additional additional
financing, the successful development of the Company’s operations, and its transition, ultimately, to the attainment
of profitable
operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve
these factors
over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The
financial statements
of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates and assumptions that affect reported amounts and disclosures. We consider draws against commissions to be our most significant accounting estimate. This estimate involves significant judgment, and actual results may differ materially.
Refer to Note 2 of our consolidated financial statements contained elsewhere in this Annual Report on Form 10-K for a summary of our significant accounting policies and recently adopting and issued accounting standards.
The Company does not currently have any accounting policies it considers critical accounting policies.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”
New heading “Revenue and Gross Profit”
New heading “Operating Expenses”
Largest changes
“Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025”see in full comparison
Our commission expense for the three months endedsee in full comparisonMarchJune31,30, 2026 and 2025, was$583,419$343,612 and$344,020,$364,301, respectively,anaincreasedecrease of$239,399$20,689 or69.6%.5.7%.WeThesaw an increasedecrease in commissionexpensesexpense,due todespite the increase inrevenuerevenue, was primarily due to restructuring certain originator commission splits andforoverridesdealstoclosedimprovebytheloanCompany’soriginators with beneficial commission structures.profitability.
“Our commission expense for the six months ended June 30, 2026 and 2025, was $927,031 and $708,321, respectively, an increase of $218,710 or 30.9%. We saw an increase in commission expenses in conjunction with the increase in revenue due to restructuring of some of the Originator’s splits and overrides to increase the Company’s profitability.”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (40)
On
March 30, 2023, the Company,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.
Results
of Operations for the Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025
Our revenue for the three months ended June 30, 2026 and 2025 was $879,050 and $706,875, respectively, an increase of $172,175, or 24.4%. 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 second quarter of 2026. The Company also recognized $235,000 of securitization fees and $644,051 of success fees during the second quarter of 2026, compared to $284,000 and $422,875, respectively, during the second 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 second quarter of 2026, the Company continued to benefit from increased activity in the CMBS market and several larger financing transactions.
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 MarchJune 31,30, 2026 and 2025, was $583,419$343,612 and $344,020,$364,301, respectively, ana increasedecrease of $239,399$20,689
or 69.6%.5.7%. WeThe saw an increasedecrease in commission expensesexpense, due todespite the increase in revenuerevenue, was primarily due to restructuring certain originator
commission splits and foroverrides dealsto closedimprove bythe loanCompany’s originators with beneficial
commission structures.profitability.
Our
related-party commission expense – related party, for the three months ended MarchJune 31,30, 2026 and 2025, was $1,100,663$305,500 and $180,400,$49,500, respectively.respectively,
Relatedan partyincrease commissionof expense$256,000 increasedor due517.2%. The increase was primarily attributable to morea dealsgreater number of transactions originated by the Company’s Chairman
and CEO. Related partyRelated-party commission expense isrepresents for commissioncommissions paid to Park River Investments, LLC,
a company owned by the Chairman
and CEO, where the Chairman and CEO was the procuring cause forof the related revenue.
As a result, gross profit decreased to $229,938 for the three months ended June 30, 2026, compared to $293,074 for the three months ended June 30, 2025, a decrease of $63,136, or approximately 21.5%. The decrease in gross profit was primarily attributable to the significant increase in related-party commission expense, partially offset by the increase in revenue and the decrease in non-related-party commission expense.
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.
Professional
fees for the three months ended MarchJune 31,30, 2026 and 2025, were $15,000$27,980 and $25,813,$24,066, respectively, aan decreaseincrease of $10,813$3,914 or 41.9%.16.3%. Professional
fees consist mainly of legal, audit and accounting fees. In the current period we had a $15,000$7,000 and $6,500 decreaseincrease in auditaccounting and accounting
fees, respectively,fees (due to timing
of billings) offset by an increasedecrease of legal fees.
Payroll expense for the three months ended June 30, 2026 and 2025, was $102,943 and $139,369, respectively, a decrease of $36,426 or 26.1%. Payroll expense decreased due to improved payroll management, decreased splits of some of the originators, and moving bonus for the Analyst to formulaic bonus directly connected to revenue as opposed to discretionary bonus.
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 MarchJune 31,30, 2026 and 2025, were $178,294$219,689 and $147,722,$193,030, respectively,
an increase
of $30,572$26,659 or 20.7%.13.8%. In the current period we had an increase of travelconference expense of approximately $7,800,$33,000, $10,000$31,000 for OTCmarketing expense
fees and office expense of $6,000.$8,700. These increases were offset by a $46,250 decrease in consulting expense and a $35,264 decrease in
meals and entertainment expense.
For the three months ended June 30, 2026 and 2025, the Company recognized $40,391 and $0, respectively of bad debt expense related to its draw receivable accounts.
We
incurred interest expense of $2,193 and $2,193 for the three months ended MarchJune 31,30, 2026 and 2025. We incur interest expense for our Small
Small Business Administration loan (Note 5).
Net Loss
We had a net loss of $163,258 for the three months ended June 30, 2026, compared to $65,584 for the three months ended June 30, 2025. The increase to our net loss was the result of a $63,136 decrease in our gross profit, while our operating expenses were about the same, for a net increase to operating loss of $97,674.
Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Revenue and Gross Profit
Our revenue for the six months ended June 30, 2026 and 2025, was $3,261,425 and $1,487,375, respectively, an increase of $1,774,050 or 119.3%. 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 second 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 second 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 six months ended June 30, 2026 and 2025, was $927,031 and $708,321, respectively, an increase of $218,710 or 30.9%. We saw an increase in commission expenses in conjunction with the increase in revenue due to restructuring of some of the Originator’s splits and overrides to increase the Company’s profitability.
Our related-party commission expense for the six months ended June 30, 2026 and 2025, was $1,406,163 and $229,900, respectively, an increase of $1,176,263 or 511.6%.
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 $928,231 for the six months ended June 30, 2026, compared to $549,154 for the six months ended June 30, 2025, an increase of $379,077, or 69%. The increase in gross profit was primarily attributable to the increase in revenue.
Operating Expenses
Professional fees for the six months ended June 30, 2026 and 2025, were $42,980 and $49,879, respectively, a decrease of $6,899 or 13.8%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had a $14,557 decrease in audit fees, (due to timing of billings) offset by increases of accounting and legal fees.
Consulting expense for the six months ended June 30, 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. We also recognized $46,250 of non-cash consulting expense, that had been in prepaids, for common stock issued in a prior period.
Payroll expense for the six months ended June 30, 2026 and 2025, was $168,066 and $210,007, respectively, a decrease of $41,941 or 20%. Payroll expense decreased due to improved payroll management, decreased splits of some of the originators, and moving bonus for the Analyst to formulaic bonus directly connected to revenue as opposed to discretionary bonus.
General and administrative expenses for the six months ended June 30, 2026 and 2025, were $397,983 and $340,752, respectively, an increase of $57,231 or 16.8%. In the current period we had an increase of conference expense of approximately $30,000, $36,000 for marketing expense, office expense of $14,500 and other general business expense of $21,700. The larger increases were offset by a $26,000 decrease for meals and entertainment.
For the six months ended June 30, 2026 and 2025, the Company recognized $40,391 and $0, respectively of bad debt expense related to its draw receivable accounts.
Other Expense
We incurred interest expense of $4,386 and $4,386 for the six months ended June 30, 2026 and 2025. We incur interest expense for our Small Business Administration loan (Note 5).
We
had a net income of $301,433$138,175 for the threesix months ended MarchJune 31,30, 2026, compared to $9,714a net loss of $55,870 for the threesix months ended MarchJune 31,30,
2025. 2025.
The increase from a net loss to our net income was theprimarily resultattributable ofto a $442,213$379,077 increase in our gross profit, withpartially onlyoffset
by a $150,495$185,032 increase in operating
expenses, for a net increase to operating income of $291,719.expenses.
As
of MarchJune 31,30, 2026, we had cash of approximately $644,000$613,000 and a working capital deficit of $169,103.$57,551.
During
the threesix months ended MarchJune 31,30, 2026, we generated $130,339$98,983 of cash from operating activities. Our cashCash flows provided by operating
activities iswere the result of (i) our net income of $301,433,$138,175, adjusted for non-cash activity of $61,662$117,730 and (ii) a decrease in
prepaids prepaids
of $959,$6,209, a decrease of draws against commissions of $40,141,$49,155, a decrease of accounts payable and accruals of $283,004$199,123 and
a andecrease increase
of accounts payable and accruals,- related party,party of $9,148.$13,163.
During
the threesix months ended MarchJune 31,30, 2025, we generatedreceived $139,650$342,906 of cash from operating activities. Our cash flows provided by operating activities
activities is the result of (i) our net incomeloss of $9,714,$55,870, adjusted for non-cash activity of $14,388$75,276 and (ii) an increase in prepaids
of $17,640, $16,921,
a decrease of draws against commissions of $5,986,$51,221, an increase of accounts payable and accruals of $72,202$234,200 and an
increase forof proceeds
from related parties of $55,000.
During
the threesix months ended MarchJune 31,30, 2026 and 2025, we had no investing activities.
During
the threesix months ended MarchJune 31,30, 2026 and 2025, we had no financing activities.
MMCP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding MMCP (13F)
None of the 59 investors we track reported a position in their latest 13F.