Mag Mile Capital, Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001493152-25-022332
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-022917
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 56 previous paragraphs and 45 current paragraphs.
24 unchanged; 12 reworded; 8 added; 18 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
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.
Current report
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.
Current report
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%.
Current report
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.
Current report
Net Income
Current report
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.
Current report
During the three months ended March 31, 2026 and 2025, we had no investing activities.
Current report
During the three months ended March 31, 2026 and 2025, we had no financing activities.
Removed paragraphs (18)
Previous report
Our revenue from commission income for the three months ended September 30, 2025 and 2024, was $324,600 and $254,550, respectively, an increase of $70,050 or 27.5%. Revenue in the current period increase due to several new large loans signed up to close by end of the summer through the Commercial Mortgage Backed Securities (“CMBS”).
Previous report
Our commission expense for the three months ended September 30, 2025 and 2024, was $187,924 and $216,453, respectively, a decrease of $28,529 or 13.2%. We saw a decrease in commission expense due to the timing of revenue receipts for which the commissions were paid on.
Previous report
Payroll expense for the three months ended September 30, 2025 and 2024, was $84,225 and $77,120, respectively, an increase of $7,105 or 9.2%. Payroll expense increased due to a bonus paid to the analyst and salary paid to the CEO, which was not paid during the same period last year.
Previous report
Net Loss
Previous report
We had a net loss of $447,064 for the three months ended September 30, 2025, compared to $450,515 for the three months ended September 30, 2024.
Previous report
Results of Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Previous report
Revenue and Gross Profit
Previous report
Our revenue from commission income for the nine months ended September 30, 2025 and 2024, was $1,811,975 and $2,051,443, respectively, a decrease of $239,468 or 11.7%. Revenue in the current period decreased due to sustained higher interest rates and lower deal activities.
Previous report
Our commission expense for the nine months ended September 30, 2025 and 2024, was $896,245 and $807,080, respectively, an increase of $89,165 or 11%. Although we had a decrease of commission revenue our commission expense increased due to deals being generated by originators with higher splits.
Previous report
Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $685,830 for the nine months ended September 30, 2025, compared to a gross profit of $721,614 for the nine months ended September 30, 2024, a 5% decrease. This decrease in gross profit is attributed to the decrease in revenue.
Previous report
Operating Expenses
Previous report
Payroll expense for the nine months ended September 30, 2025 and 2024, was $294,232 and $244,282, respectively, an increase of $49,950 or 20.4%. Payroll expense increased due to an increase in bonus for the analyst as well as increase in salary processed for the CEO compared to last year.
Previous report
General and administrative (“G&A”) expenses for the nine months ended September 30, 2025 and 2024, were $813,809 and $433,480, respectively, an increase of $380,329 or 87.8%. In the current period we had an increase of travel expense of approximately $12,000 and marketing expenses of $296,000. We also recognized $92,500 of non-cash consulting expense, that had been in prepaids, for common stock issued in a prior period. In August 2025, we had an extraordinary marketing expense where we hosted a party in Lisbon, Portugal attended by the Chairman and CEO's friends, family, 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.
Previous report
Other Expense
Previous report
We incurred interest expense of $6,579 and $6,580 for the nine months ended September 30, 2025 and 2024.
Previous report
Net Loss
Previous report
We had a net loss of $502,934 for the nine months ended September 30, 2025, compared to $35,428 for the nine months ended September 30, 2024.
Previous report
During the nine months ended September 30, 2025, we received $315,000 of cash from related party loans. In the prior period we received $110,000 from related party loans, $90,000 of which was repaid.
Reworded paragraphs (12)
Previous wording
We were incorporated on July 8, 2021 as an Oklahoma corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using our capital stock, debt or a combination of cash, stock and debt.
Current wording
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.
Previous wording
On March 30, 2023, the Company, entered into a Reorganization Agreement (the “Reorganization Agreement”) with Megamile Capital, Inc. d/b/a Mag Mile Capital f/k/a CSF Capital LLC (“Mag Mile Capital”) under which Mag Mile Capital was merged with and into Myson. At the closing of the Reorganization Agreement, the sole member of the Myson Board of Directors and its officer resigned and Rushi Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of the Myson Board of Directors and the title of President and CEO, Secretary and Treasurer of Myson. Under the terms of the Reorganization Agreement, Mag Mile Capital’s shareholders now own 88% of the issued and outstanding shares of the Company’s common stock or 87,424,424 shares.
Current wording
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.
Previous wording
The Merger is accounted for as a reverse recapitalization. Mag Mile Capital is deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Mag Mile Capital’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.
Current wording
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.
Previous wording
Mag Mile Capital leverages its access to diverse sources of capital, including family offices, hedge funds, private equity firms, investment banks, life insurance companies, money center and regional commercial banks, mortgage and equity REITs and sovereign wealth funds. Mag Mile Capital also utilizes historic tax credits and federal and state new markets tax credits to originate creative financing alternatives for its diverse customer base. Those customers are among the most high profile hotel brands such as Hilton, Hyatt, Marriott, Four Season and Wyndham.
Current wording
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.
Previous wording
We intend to explore potential high-quality acquisition opportunities using our public company status to offer attractive purchase prices and growth prospects to such targets.
Current wording
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.
Previous wording
Our commission expense – related party, for the three months ended September 30, 2025 and 2024, was $0 and $250,594, respectively. Related party commission expense decreaseddue to the fact that deals that were originated by the Chairman and CEO dropped from last year. 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.
Current wording
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 increaseddue 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.
Previous wording
Gross Profit is our main revenue metric as it is net of commissions paid. We had a gross profit of $136,676 for the three months ended September 30, 2025, compared to a gross margin of ($212,497) for the three months ended September 30, 2024. This increase happened due to the increase in revenue and decrease in commission expense.
Current wording
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.
Previous wording
Professional fees for the three months ended September 30, 2025 and 2024, were $24,265 and $13,900, respectively, an increase of $10,365 or 74.6%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had an increase of both accounting and audit fees.
Current wording
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.
Previous wording
General and administrative (“G&A”) expenses for the three months ended September 30, 2025 and 2024, were $473,057 and $144,804, respectively, an increase of $328,253 or 226.7%. In the current period we had an increase of travel expense of approximately $11,000 and marketing expenses of $270,000. We also recognized $46,250 of non-cash consulting expense, that had been in prepaids, for common stock issued in a prior period. In August 2025, we had an extraordinary marketing expense where we hosted a party in Lisbon, Portugal attended by the Chairman and CEO's friends, family, 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.
Current wording
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.
Previous wording
We incurred interest expense of $2,193 and $2,194 for the three months ended September 30, 2025 and 2024.
Current wording
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).
Previous wording
As of September 30, 2025, we had cash of approximately $58,700 and a working capital deficit of $568,210.
Current wording
As of March 31, 2026, we had cash of approximately $644,000 and working capital of $169,103.
Previous wording
During the nine months ended September 30, 2025, we used $256,807 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 and an increase of accounts payable and accruals of $73,220. During the nine months ended September 30, 2024, we used $60,592 of cash in operating activities. Our cash flows used in operating activities is primarily a result of (i) our net loss of $35,428, adjusted for non-cash activity of $72,277 and (ii) an increase in draws against commissions and accounts receivable of $33,644 and $48,300, respectively and a decrease of accounts payable of $15,497.
Current wording
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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Our commission expense – related party, for the nine months ended September 30, 2025 and 2024, was $229,900 and $522,749, respectively, a decrease of $292,849 or 56%. Related party commission expense decreaseddue less 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.
Previous report — wording carried elsewhere
Professional fees for the nine months ended September 30, 2025 and 2024, were $74,144 and $72,700, respectively, an increase of $1,444 or 2%. Professional fees consist mainly of legal, audit and accounting fees.