Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend] (2024)

20/06/2024 11:07am

Edgar (US Regulatory)

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form10-K/A

Amendment No. 2

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

Forthe fiscal year ended December 31, 2023

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

Forthe transition period from ______to______

Commissionfile number: 000-56333

MAGMILE CAPITAL, INC.

(Exactname of registrant as specified in its charter)

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

(Addressof principal executive offices) (Zip Code)

(312)642-0100

(Registrant’stelephone number)

Securitiesregistered pursuant to Section 12(b) of the Exchange Act: None.

Securitiesregistered pursuant to Section 12(g) of the Exchange Act:

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files). Yes ☒ No ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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.

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

Indicateby check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting fi rm that prepared or issued its audit report. ☐

Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicateby check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

Statethe aggregate market value of the voting and non-voting common equity held by non-affiliates: $269,011 based on 1,921,511 non affiliateshares outstanding at $.14 per share, which is the price at which the common shares were last sold on the last business day of the registrant’smost recently completed second fiscal quarter.

Asof April 15, 2024, there were shares of the issuer’s common stock outstanding.

EXPLANATORYNOTE

ThisAmendment No. 2 on Form 10-K/A (“Amendment No. 2”) amends our Annual Report on Form 10-K/A Amendment No. 1 for thefiscal year ended December 31, 2023, filed on April 17, 2024 (“Amendment No. 1”). We are filing this Amendment No. 2 torespond to two comments from the Securities and Exchange Commission to (i) the Report of the Independent Registered PublicAccounting Firm by Olayinka Oyebola & Co, as of December 31, 2022, and the related statements of operations, changes instockholders’ equity and cash flows for the year ended December 31, 2022, and the related notes (the “AuditReport”) to address the restatement of the 2022 financial statements of Mag Mile Capital, Inc. and (ii) address the warrantsissued to GK Partners ApS in Note 11 to the financial statements (collectively, the “Revisions”). No changes have beenmade to Amendment No. 1 other than the Revisions and also filing currently dated certifications of our Chief Executive Officer andChief Financial Officer, Rushi Shah (Exhibits 31.1 and 32.1), as required under Sections 302 and 906 of the Sarbanes-Oxley Act of2002.

ThisAmendment No. 2 continues to speak as of the date of Amendment No. 1, doesnot reflect events that may have occurred subsequent to Amendment No. 1 and does not modify or update in any way disclosures made in theAmendment No. 1 other than as set forth above.

TABLEOF CONTENTS

PARTI

ITEM1. DESCRIPTION OF BUSINESS

ForwardLooking Statements

Exceptfor statements of historical fact, the information presented herein constitutes forward-looking statements. These forward-looking statementsgenerally can be identified by phrases such as “anticipates,” “believes,” “estimates,” “expects,”“forecasts,” “foresees,” “intends,” “plans,” or other words of similar import. Similarly,statements herein that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements.Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results,performance or achievements to be materially different from any future results, performance or achievements expressed or implied by suchforward-looking statements. Such factors include, but are not limited to, our ability to: successfully commercialize our technology;generate revenues and achieve profitability in an intensely competitive industry; compete in products and prices with substantially largerand better capitalized competitors; secure, maintain and enforce a strong intellectual property portfolio; attract additional capitalsufficient to finance our working capital requirements, as well as any investment of plant, property and equipment; develop a sales andmarketing infrastructure; identify and maintain relationships with third party suppliers who can provide us a reliable source of rawmaterials; acquire, develop, or identify for our own use, a manufacturing capability; attract and retain talented individuals; continueoperations during periods of uncertain general economic or market conditions, and; other events, factors and risks previously and fromtime to time disclosed in our filings with the Securities and Exchange Commission, including, specifically, the “Risk Factors”enumerated herein. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guaranteefuture results, levels of activity, performance or achievements. You should not place undue reliance on our forward-looking statements,which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any forward-lookingstatement, whether as a result of new information, future events or otherwise.

Overview

Asa result of a reverse merger between Myson, Inc. and Megamile Capital, Inc. d/b/a Mag Mile Capital that closed March 30, 2023, followingwhich the business of the Company became the business of Mag Mile Capital, the Company filed with the Financial Industry Regulatory Authority(“FINRA”) an application for a new trading symbol to reflect its future new name, Mag Mile Capital, Inc.

MagMile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of NewYork, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised ofcapital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equityarrangements 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 advisorysolutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lendingrelationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectivelyraised over $9 billion in real estate financing during their combined 29 years of experience in this industry.

MagMile Capital leverages its access to diverse sources of capital, including family offices, hedge funds, private equity firms, investmentbanks, life insurance companies, money center and regional commercial banks, mortgage and equity REITs and sovereign wealth funds. MagMile Capital also utilizes historic tax credits and federal and state new markets tax credits to originate creative financing alternativesfor its diverse customer base. Those customers are franchisees of among the most high profile hotel brands such as Hilton, Hyatt, Marriott,Four Season and Wyndham. Through November 30, 2023, approximately 49% of our revenues of approximately $149,417 were derived from thefinancings we arranged for franchisees of these hotel brands. We did not have agreements with the hotel brands themselves.

MagMile Capital has developed a commercial real estate origination software platform named CapLogiq that uses automation and artificialintelligence to increase the efficiency of the loan closing process.

OrganizationalHistory

Wewere incorporated under the laws of the state of Nevada on March 13, 1987, under the name Lewis Resources, Inc. Our name was successivelychanged to Israel Semiconductor Corp. on December 21, 1993; International Semiconductor Corporation on July 5, 1994; to Semcolabs, Inc.on September 28, 1999; to Sanitary Environmental Monitoring Labs, Inc. on April 12, 2000; to Vietnam United Steel Corporation on August28, 2009; to Vietnam Mining Corporation on June 18, 2010; to Vanguard Mining Corporation on April 25, 2014; and to Myson Group, Inc.on May 13, 2015.

OnJune 8, 2015, we changed our trading symbol from VNMC to MYSN.

OnJune 20, 2021, G. Reed Petersen was appointed as Custodian of Myson Group, Inc. in case number A-21-832160-P by the Nevada District Court,in Clark County, Nevada. Myson Group, Inc. issued 1,000,000 shares of Series A Convertible Preferred Stock, each convertible into 10,000shares of common stock and with 100,000 voting rights per share (the “Nevada Preferred Stock”), to Mr. Petersen as trusteeof his family trust, G. Reed Peterson Irrevocable Trust.

MysonGroup, Inc. then reincorporated in Oklahoma on July 8, 2021, and carried out a holding company reorganization in Oklahoma in which theresulting entity was Myson, Inc., an Oklahoma corporation, formed for the purpose of effecting a merger, capital stock exchange, assetacquisition, stock purchase, reorganization or similar business combination with one or more businesses. Myson Group, Inc.’s tradingsymbol of MYSN was also transferred to us pursuant to Section 1081(g) of the Oklahoma General Corporation Act. Our new fiscal year becameJuly 31.

OnMay 11, 2022, the G. Reed Petersen Irrevocable Trust, agreed to sell all 1,000 issued and outstanding Series A Preferred Shares of theCompany (“Preferred Shares”) to Reddington Partners LLC, 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 10,000,000shares of our common stock which, upon conversion, represented approximately 98.7% of our outstanding shares of common stock.

Thesale of the Preferred Shares to Reddington Partners LLC was completed on May 17, 2022. Under the terms of the Stock Purchase Agreement,G. Reed Petersen agreed to resign as our sole officer and director; and the change of management was completed on June 5, 2022. On June6, 2022, Henrik Rouf became our sole officer and director.

OnMarch 30, 2023, we entered into a Reorganization Agreement (the “Reorganization Agreement”) with Megamile Capital, Inc. d/b/aMag Mile Capital f/k/a CSF Capital LLC (“Mag Mile Capital”) under which Mag Mile Capital was merged with and into Myson.With the closing of the reverse merger on March 30, 2023, the sole member of our Board of Directors and our sole officer, Henrik Rouf,resigned, and Rushi Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of our Board of Directors and assumedthe titles of CEO, CFO and Secretary of the Company.

Underthe terms of the Reorganization Agreement, Mag Mile Capital’s shareholders now own approximately 87% of our issued and outstandingshares of common stock or 87,424,424 of the 100,055,935 shares of the issued and outstanding shares of our common stock. In accordancewith the terms of the Reorganization Agreement, the designee of the Company, GK Partners ApS, received a warrant to purchase an aggregateof 5,000,000 shares of our common stock at an exercise price $0.50 per warrant share with an exercise period through December 31, 2024.

OnApril 12, 2023, the Oklahoma Secretary of State accepted the filing of our Certificate of Merger merging Megamile Capital, Inc. withand into the Company.

NameChange

OnMay 15, 2023, we filed with the Oklahoma Secretary of State an amendment to our Certificate of Incorporation to change our name to MagMile Capital, Inc., that became effective on June 16, 2023. On September 5, 2023, our name was changed to Mag Mile Capital, Inc. andsymbol change to MMCP became effective on OTC Markets.

GrowthStrategies

Ourgrowth strategies are as follows:

Investin sales and marketing.

Weintend to continue to attract new customers through an increase in the number of salespeople we engage by leveraging our public companystock to provide a more competitive compensation package than many of our private company competitors that can only offer cash incentivesas well as to attract highly talented marketing personnel.

PursueStrategic Acquisitions.

Weintend to explore potential high-quality acquisition opportunities using our public company status to offer attractive purchase pricesand growth prospects to such targets.

CommercializeOur CapLogiq Software Product.

Weintend to license CapLogiq to prospective acquisition targets as well as to other companies in our industry as a separate revenue streamto enhance the efficiency of their loan origination process.

Implicationsof Being an Emerging Growth Company

Asa company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growthcompany” as defined in Section 2(a) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, as modifiedby the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specifiedreduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growthcompanies. These provisions include:

Asa smaller reporting company, each of the foregoing exemptions is currently available to us. We may take advantage of these exemptionsfor up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth companyif we have more than $1.0 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filerunder the rules of the Securities and Exchange Commission, or if we issue more than $1.235 billion of non- convertible debt over a three-year-period.

TheJOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accountingstandards applicable to public companies. We have elected the extended transition period for complying with new or revised accountingstandards pursuant to Section 107(b) of the Act until the earlier of the date we (i) are no longer an emerging growth company or (ii)affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statementsmay not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

CorporateInformation

Wewere incorporated under the laws of the state of Nevada on March 13, 1987, under the name Lewis Resources, Inc. Our name was successivelychanged and on May 13, 2015, became Myson Group, Inc.

OnJune 20, 2021, G. Reed Petersen was appointed as Custodian of Myson Group, Inc. by the Nevada District Court, in Clark County, Nevada.Myson Group, Inc. was reincorporated in Oklahoma on July 8, 2021, and carried out a holding company reorganization in Oklahoma in whichthe resulting entity was Myson, Inc., an Oklahoma corporation, 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.

Wecompleted a reverse merger with Mag Mile Capital on March 30, 2023, and are now engaged in the business of commercial real estate mortgagebanking.

Ourprincipal executive office is located at 1141 W. Randolph St., Suite 200, Chicago, IL. 60607, and our telephone number is (312) 642-0100.Our internet website is www.magmilecapital.com, The information on, or that can be accessed through, our website is not part of thisprospectus, and you should not rely on any such information in making the decision whether to purchase our common stock.

ITEM1A. RISK FACTORS

Investingin our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, togetherwith all of the other information included or referred to in this prospectus, before purchasing shares of our common stock. There arenumerous and varied risks that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financialcondition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could declineand investors in our common stock could lose all or part of their investment.

RisksRelated to Our Company and Our Business

RisksRelated to our Business Environment

Ourperformance is significantly related to general economic, political and regulatory conditions and, accordingly, our business, operationsand financial condition could be materially adversely affected by economic slowdowns, liquidity constraints, significant rises in interestrates, significant public health events, fiscal or political uncertainty and possible subsequent downturns in commercial real estatebrokerage activity and commercial real estate asset values in the geographies or industry sectors that we or our clients serve.

Periodsof economic weakness or recession, fiscal or political uncertainty, market volatility, declining employment levels, declining demandfor commercial real estate, falling real estate values, disruption to the global capital or credit markets, significant rises in interestrates or the public perception that any of these events may occur, may materially and negatively affect the performance of some or allof our business lines.

Ourbusiness is significantly affected by generally prevailing economic conditions in the markets where we operate. Adverse economic conditions,political or regulatory uncertainty and significant public health events, such as the Covid 19 pandemic, can result in declines in commercialreal estate sales and demand for commercial real estate brokerage and advisory services that we provide. It may also lead to a decreasein funds invested in commercial real estate assets and development projects. Such developments in turn may reduce our revenue from brokerageand advisory fees derived from property financings and sales. For example, during the onset of the Covid-19 pandemic, commercial realestate markets globally were severely impacted by a sharp decline in economic activity due to the spread of Covid-19, which put downwardpressure on certain parts of our business and has likely engendered structural changes to the utilization of many types of commercialreal estate, which will have ongoing repercussions for our business. Our businesses could also suffer from political or economic disruptions(or the perception that such disruptions may occur) that affect interest rates or liquidity or create financial, market or regulatoryuncertainty. For example, the recent takeover of Silicon Valley Bank and Signature Bank by the Federal Deposit Insurance Corporation(“FDIC”) and the emergency cash infusion by the FDIC to First Republic Bank have reduced the pace of lending to commercialreal estate projects from regional banks that serve as a significant source of such loans and Russia’s invasion of Ukraine in 2022adversely impacted the commercial real estate market as a result of the inflationary cycle it fueled.

Economic,political and regulatory uncertainty as well as significant changes and volatility in the financial markets and business environment,and in the global landscape, make it difficult for us to predict our financial performance into the future. As a result, any guidanceor outlook that we provide on our performance is based on then-current conditions, and there is a risk that such guidance may turn outto be inaccurate.

Adversedevelopments in the credit markets may materially harm our business, results of operations and financial condition.

Ourmortgage banking business is sensitive to credit cost and availability as well as financial liquidity. Additionally, the revenues inall of our businesses are dependent to some extent on the overall volume of activity (and pricing) in the commercial real estate markets.

Disruptionsin the credit markets may have a material adverse effect on our business of providing advisory services to owners and occupiers of realestate in connection with the disposition and acquisition of property. If our clients are unable to obtain credit on favorable terms,there may be fewer property disposition and acquisition transactions and financing requirements. For example, in the second half of 2022,central banks around the world sharply raised interest rates in efforts to rein in inflation, reducing credit availability. Less availableand more expensive debt capital had pronounced effects on our commercial brokerage businesses. Under such conditions, our mortgage bankingbusinesses may be unable to attract the capital it needs to grow.

RisksRelated to Our Operations

Wehave numerous local, regional and national competitors in our commercial mortgage banking business and further industry consolidation,fragmentation or innovation could lead to significant future competition.

Dependingon the geography and property type, we face competition from other commercial mortgage origination firms. Some of these firms may havegreater financial resources allocated to a particular geography or property type than we have allocated to that geography or propertytype. In addition, future changes in laws could lead to the entry of other new competitors or it is possible that further industry consolidationcould lead to much larger and more formidable competitors in the particular geographies and property types that we serve. In addition,disruptive innovation by existing or new competitors could alter the competitive landscape in the future and require us to accuratelyidentify and assess such changes and make timely and effective changes to our strategies and business model to compete effectively.

Inthis competitive market, if we are unable to effectively execute on our strategy and differentiate ourselves from our competitors, maintainlong-term client relationships or are otherwise unable to retain existing clients and develop new clients, our business, results of operationsand/or financial condition may be materially adversely affected. There is no assurance that we will be able to compete effectively, tomaintain current fee levels or margins, or maintain or increase our market share.

Weexpect to grow and expect to invest our earnings in growth for the foreseeable future. If we fail to manage growth effectively, our business,operating results and financial condition would be adversely affected.

Ourexpected growth and expansion of our business may place a significant strain on management, business operations, financial conditionand infrastructure and corporate culture.

Withour expected growth, our information technology systems and our internal control over financial reporting and procedures may not be adequateto support our operations and may allow data security incidents that may interrupt business operations and allow third parties to obtainunauthorized access to business information or misappropriate funds. We may also face risks to the extent such third parties infiltratethe information technology infrastructure of our contractors.

Tomanage growth in operations and personnel, we will need to continue to improve our operational, financial and management controls andreporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers,declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancingexisting products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of whichcould adversely affect our business performance and operating results. Our strategy is based on a combination of growth and maintenanceof strong performance with our existing customers, and any inability to scale, maintain customer experience or manage operations mayslow our growth trajectory.

Wemay need to raise additional funds and these funds may not be available when needed or may be available only on unfavorable terms.

Wemay need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additionalfunds through the issuance of equity or equity-related or debt securities. We cannot be certain that additional funds or incentives willbe available on favorable terms when required, or at all, or that we will be able to capture expected grant funding under various existingand new state and local programs in the future. If we cannot raise additional funds when needed, our financial condition, results ofoperations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securitiesor through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict our business,or other unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholderswould experience additional dilution.

Ourgrowth and financial performance will depend on future accretive acquisitions which may not perform as expected and future accretivetarget opportunities may not be available.

Weanticipate growth through accretive acquisitions. Any future growth through acquisitions will depend in part upon the availability ofsuitable acquisition candidates at attractive prices, terms and conditions, as well as sufficient liquidity and credit to fund theseacquisitions. We may incur significant additional debt from time to time to finance any such acquisitions, which could increase the risksassociated with our leverage, including our ability to service our debt. Acquisitions involve risks that business judgments made concerningthe value, strengths and weaknesses of businesses acquired may prove to be incorrect. Future acquisitions and any necessary related financingsalso may involve significant transaction-related expenses, which could include severance, lease termination and transaction and deferredfinancing costs, among others.

Wehave not had significant experience in the challenges in integrating operations and information technology systems acquired from othercompanies. This could result in the diversion of management’s attention from other business concerns and the potential loss ofour key employees or clients or those of the acquired operations. The integration process itself may be costly and may adversely impactour business and the acquired company’s business as it requires coordination of geographically diverse organizations and implementationof accounting and information technology systems.

Wecomplete acquisitions with the expectation that they will result in various benefits, but the anticipated benefits of these acquisitionsare subject to a number of uncertainties, including the ability to timely realize accretive benefits, the level of attrition from professionalslicensed or associated with the acquired companies and whether we can successfully integrate the acquired business. Failure to achievethese anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’stime and energy, which could in turn materially and adversely affect our overall business, financial condition and operating results.

Weexpect to face intense competition, often from companies with greater resources and experience than we have.

Toacquire qualified companies, we are likely to face competition from companies that have substantially greater financial, technological,managerial and research and development resources and experience than we have. In addition, if we are successful in closing our acquisitionof one or more target companies, these acquired companies are likely to face competition for their service and product offerings fromlarge and well-established companies that have greater marketing and sales experience and capabilities than we have. If we are unableto compete successfully, we may be unable to grow, sustain our revenue or be successful in achieving our business plan.

Ourbrand and reputation are key assets of our company, and our business may be affected by how we are perceived in the marketplace.

Ourbrand and reputation are key assets, and we believe our continued success depends on our ability to preserve, grow and leverage the valueof our brand. Our ability to attract and retain clients is highly dependent upon the external perceptions of our level of service, trustworthiness,business practices, management, workplace culture, financial condition, our response to unexpected events and other subjective qualities.Negative perceptions or publicity regarding these matters, even if related to seemingly isolated incidents and whether or not factuallycorrect, could erode trust and confidence and damage our reputation among existing and potential clients, which could make it difficultfor us to attract new clients and maintain existing ones. Negative public opinion could result from actual or alleged conduct in anynumber of activities or circ*mstances, including handling of complaints, regulatory compliance, such as compliance with government sanctions,antibribery, anti-money laundering and corruption laws, the use and protection of client and other sensitive information and from actionstaken by regulators or others in response to such conduct. Although we monitor developments for areas of potential risk to our reputationand brand, negative perceptions or publicity would materially and adversely affect our revenues and profitability. Social media channelscan also cause rapid, widespread reputational harm to our brand. Our brand and reputation may also be harmed by the actions of thirdparties that are outside of our control, including vendors and future joint venture partners.

Theprotection of our brand, including related trademarks, may require the expenditure of significant financial and operational resources.Moreover, the steps we take to protect our brand may not adequately protect our rights or prevent third parties from infringing or misappropriatingour trademarks. Even when we detect infringement or misappropriation of our trademarks, we may not be able to enforce all such trademarks.Any unauthorized use by third parties of our brand may adversely affect our brand. Furthermore, as we continue to expand our business,especially internationally, there is a risk we may face claims of infringement or other alleged violations of third-party intellectualproperty rights, which may restrict us from leveraging our brand in a manner consistent with our business goals.

Afailure by third parties to comply with service level agreements or regulatory or legal requirements could result in economic and reputationalharm to us.

Werely on third parties, and in some cases subcontractors, to perform activities on behalf of our organization to improve quality, increaseefficiencies, cut costs and lower operational risks across our business and support functions. In addition, we leverage technology tohelp us better screen vendors, with the aim of gaining a deeper understanding of the compliance, data privacy, health and safety, environmental,sustainability and other risks posed to our business by potential and existing vendors. If our third parties do not have the proper safeguardsand controls in place, or appropriate oversight cannot be provided, we could be exposed to increased operational, regulatory, financialor reputational risks. A failure by third parties to comply with service level agreements or regulatory or legal requirements in a highquality and timely manner could result in economic and reputational harm to us. In addition, these third parties face their own technology,operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidentialclient, employee or company information, could cause damage to our reputation and harm to our business.

Oursuccess depends upon the retention of our senior management, as well as our ability to attract and retain qualified and experienced employees.

Ourcontinued success is highly dependent upon the efforts of our current executive officers and other key employees. While certain of ourexecutive officers and key employees are subject to long-term compensatory arrangements, there can be no assurance that we will be ableto retain all key members of our senior management. We also are highly dependent upon the retention of our commercial mortgage brokerprofessionals, who generate a significant amount of our revenues, as well as other revenue producing professionals. The departure ofany of our key employees, or the loss of a significant number of key revenue producers, if we are unable to quickly hire and integratequalified replacements, including diverse talent, could cause our business, financial condition and results of operations to materiallysuffer. Competition for employee talent is intense and we may not be able to successfully recruit, integrate or retain sufficiently qualifiedpersonnel, including diverse talent. In addition, the growth of our business is largely dependent upon our ability to attract and retainqualified personnel. If we were to experience significant employee attrition or turnover, it could lead to increased recruitment andtraining costs as well as operating inefficiencies that could adversely impact our results of operation. We and our competitors use equityincentives and sign-on and retention bonuses to help attract, retain and incentivize key personnel. As competition is significant forthe services of such personnel, the expense of such incentives and bonuses may increase, which could negatively impact our profitability,or result in our inability to attract or retain such personnel to the same extent that we have in the past. If we are unable to attractand retain these qualified personnel, our growth may be limited, and our business and operating results could materially suffer.

Ourpolicies, procedures and programs to safeguard the health, safety and security of our employees and others may not be adequate.

Weexpect to add employees as well as independent contractors as we grow our commercial real estate investment banking business. We intendto implement the best practices to safeguard the health, safety and security of our employees, independent contractors, clients and othersat our worksites. However, if these policies, procedures and programs are not adequate, or employees do not receive related adequatetraining or follow them for any reason, the consequences may be severe to us, including serious injury or loss of life, which could impairour operations and cause us to incur significant legal liability or fines as well as reputational damage. Our insurance may not cover,or may be insufficient to cover, any legal liability or fines that we incur for health, safety or security incidents.

Infrastructuredisruptions may disrupt our ability to conduct our business and adversely impact our future revenues.

Ourability to conduct our commercial real estate mortgage banking business may be adversely impacted by disruptions to the infrastructurethat supports our businesses and the communities in which they are located. This may include disruptions as a result of political instability,public health crises, attacks on our information technology systems, war or other hostilities, terrorist attacks, interruptions or delaysin services from third-party data center hosting facilities or cloud computing platform providers, employee errors or malfeasance, buildingdefects, utility outages, the effects of climate change and natural disasters such as fires, earthquakes, floods and hurricanes. Theinfrastructure disruptions we may experience as a result of such events could also disrupt our ability to conduct our business. Furthermore,to the extent climate change causes changes in weather patterns, certain regions where we operate could experience increases in stormintensity, extreme temperatures, rising sea-levels and/or drought. Over time, these conditions could result in declining demand for commercialreal estate or result in increases in our operating costs. As a result of the above risks, we could incur significant financial liabilities.

RisksRelated to our Information Technology, Cybersecurity and Data Protection

Failureto maintain and execute information technology strategies and ensure that our employees adapt to changes in technology could materiallyand adversely affect our ability to remain competitive in the market.

Ourbusiness relies heavily on information technology, including solutions provided by third parties, to deliver services that meet the needsof our clients. If we are unable to effectively execute or maintain our information technology strategies or adopt new technologies andprocesses relevant to our service platform, our ability to deliver high-quality services may be materially impaired. In addition, weexpect to make significant investments in new systems and tools to achieve competitive advantages and efficiencies. Implementation ofsuch investments in information technology could exceed estimated budgets and we may experience challenges that prevent new strategiesor technologies from being realized according to anticipated schedules. If we are unable to maintain current information technology andprocesses or encounter delays, or fail to exploit new technologies, then the execution of our business plans may be disrupted. Similarly,our employees require effective tools and techniques to perform functions integral to our business. Failure to successfully provide suchtools and systems, or ensure that employees have properly adopted them, could materially and adversely impact our ability to achievepositive business outcomes.

Interruptionor failure of our information technology, communications systems or data services could impair our ability to provide our services effectively,which could damage our reputation and materially harm our operating results.

Ourbusiness requires the continued operation of information technology and communication systems and network infrastructure. Our abilityto conduct our business may be materially adversely affected by disruptions to these systems or our infrastructure. Our information technologyand communications systems are vulnerable to damage or disruption from fire, power loss, telecommunications failure, system malfunctions,computer viruses, cyberattacks, natural disasters such as hurricanes, earthquakes and floods, acts of war or terrorism, employee errorsor malfeasance, or other events which are beyond our control. Cyberattacks and viruses pose growing threats to many companies, and wehave been a target and may continue to be a target of such threats, which could expose us to liability, reputational harm and significantremediation costs and cause material harm to our business and financial results. In addition, the operation and maintenance of thesesystems and networks is in some cases dependent on third-party technologies, systems and service providers for which there is no certaintyof uninterrupted availability. Any of these events could cause system interruption, delays and loss, corruption or exposure of criticaldata or intellectual property and may also disrupt our ability to provide services to or interact with our clients, contractors and vendors,and we may not be able to successfully implement contingency plans that depend on communication or travel. Furthermore, while we havecertain business interruption and cyber insurance coverage and various contractual arrangements that can serve to mitigate costs, damagesand liabilities, any such event could result in substantial recovery and remediation costs and liability to customers, business partnersand other third parties. We have crises management, business continuity and disaster recovery plans and backup systems to reduce thepotentially adverse effect of such events, but our disaster recovery planning may not be sufficient and cannot account for all eventualities,and a catastrophic event that results in the destruction or disruption of any of our data centers and third-party cloud hosting providersor our critical business or information technology systems could severely affect our ability to conduct normal business operations, andas a result, our future operating results could be materially adversely affected. Our business relies heavily on the use of commercialreal estate data. A portion of this data is purchased or licensed from third-party providers for which there is no certainty of uninterruptedavailability or accuracy. A disruption of our ability to provide data to our professionals and/or our clients or an inadvertent exposureof proprietary data could damage our reputation and competitive position, and our operating results could be adversely affected.

Failureto maintain the security of our information and technology networks, including personal information and other client information, intellectualproperty and proprietary business information could materially adversely affect us.

Securitybreaches and other disruptions of our information and technology networks, as well as that of third-party vendors, could compromise ourinformation and intellectual property and expose us to liability, reputational harm and significant remediation costs, which could causematerial harm to our business and financial results. In the ordinary course of our business, we collect and store sensitive data, includingour proprietary business information and intellectual property, and that of our clients and personal information (also referred to as“personal data” or “personally identifiable information”) of our employees, contractors and vendors, in our datacenters, networks and third-party cloud hosting providers. The secure collection, use, storage, retention, maintenance, sharing, processing,transfer, transmission, disclosure, and protection (collectively, “Processing”) of this information is critical to our operations.Although we and our vendors continue to implement new security measures and regularly conduct employee training, our information technologyand infrastructure may nevertheless be vulnerable to cyberattacks by third parties or breached due to employee error, malfeasance orother disruptions. These risks have been heightened in connection with the ongoing conflict between Russia and Ukraine and we cannotbe certain how this new risk landscape will impact our operations. When geopolitical conflicts develop, critical infrastructures maybe targeted by state-sponsored cyberattacks even if they are not directly involved in the conflict. An increasing number of companiesthat rely on information and technology networks have disclosed breaches of their security, some of which have involved sophisticatedand highly targeted attacks on portions of their websites or infrastructure. The techniques used to obtain unauthorized access, disable,or degrade service, or sabotage systems, change frequently, may be difficult to detect, and often are not recognized until launched againsta target. To date, we have not yet experienced any cybersecurity breaches that have been material, either individually or in the aggregate.However, there can be no assurance that we will be able to prevent any material events from occurring in the future.

Ourbusiness is subject to complex and evolving United States laws and regulations regarding privacy, data protection, and cybersecurity.Many of these laws and regulations are subject to change and uncertain interpretation and could result in claims, increased cost of operationsor otherwise harm our business.

Weare subject to numerous United States federal, state and local laws and regulations regarding privacy, data protection and cybersecuritythat govern the Processing of certain data (including personal information, sensitive information, health information, and other regulateddata). For example, the California Consumer Privacy Act of 2018 (CCPA) took effect on January 1, 2020, which broadly defines personalinformation, gives California residents expanded privacy rights and protections, and provides for civil penalties for certain violations.Furthermore, in November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020 (CPRA), which amendsand expands CCPA with additional data privacy compliance requirements and establishes a regulatory agency dedicated to enforcing thoserequirements. Additional states including Virginia, Colorado, Utah, and Connecticut, have also passed comprehensive privacy laws withadditional obligations and requirements on businesses. These laws and regulations are increasing in severity, complexity and number,change frequently, and increasingly conflict among the various jurisdictions in which we operate, which has resulted in greater compliancerisk and cost for us. In addition, we are also subject to the possibility of security breaches and other incidents, which themselvesmay result in a violation of these laws.

Asignificant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of client, employee or other personal informationor proprietary business data, whether by third parties or as a result of employee malfeasance or otherwise, perceived or actual non-compliancewith our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and securitypolicies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions againstus. Such an event could additionally disrupt our operations and the services we provide to clients, harm our relationships with contractorsand vendors, damage our reputation, result in the loss of a competitive advantage, impact our ability to provide timely and accuratefinancial data and cause a loss of confidence in our services and financial reporting, which could adversely affect our business, revenues,competitive position and investor confidence. Additionally, we rely on third parties to support our information and technology networks,including cloud storage solution providers, and as a result have less direct control over our data and information technology systems.Such third parties are also vulnerable to security breaches and compromised security systems, for which we may not be indemnified andwhich could materially adversely affect us and our reputation.

Legaland Regulatory Related Risks

Weare subject to various litigation and regulatory risks and may face financial liabilities and/or damage to our reputation as a resultof litigation or regulatory investigations or proceedings.

Ourbusinesses are exposed to various litigation and regulatory risks. Although we maintain insurance coverage for most of this risk, insurancecoverage is unavailable at commercially reasonable pricing for certain types of exposures. Additionally, our insurance policies may notcover us in the event of grossly negligent or intentionally wrongful conduct. Accordingly, an adverse result in a litigation againstus, or a lawsuit that results in a substantial legal liability for us (and particularly a lawsuit that is not insured), could have adisproportionate and material adverse effect on our business, financial condition and results of operations. Furthermore, an adverseresult in regulatory proceedings, if applicable, could result in fines or other liabilities or adversely impact our operations. Prolongedor complex investigations, even if they do not result in regulatory or other proceedings or adverse findings, may result in significantcosts that may not be covered by insurance and in diversion of employee resources. In addition, we depend on our business relationshipsand our reputation for high-caliber professional services to attract and retain clients. As a result, allegations against us, or theannouncement of a regulatory investigation involving us, irrespective of the ultimate outcome of that allegation or investigation, mayharm our professional reputation and as such materially damage our business and its prospects.

Ourbusiness is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental,social and governance (ESG) matters, that could expose us to numerous risks.

Recently,there has been heightened interest from advocacy groups, government agencies and the general public in ESG matters and increasingly regulators,customers, investors, employees and other stakeholders are focusing on ESG matters and related disclosures. Such governmental, investorand societal attention to ESG matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics suchas climate change, human capital, labor and risk oversight, could expand the nature, scope, and complexity of matters that we are requiredto control, assess and report.

Sincewe are now a public company we will be subject to changing rules and regulations promulgated by a number of governmental and self-regulatoryorganizations, including the SEC, related to climate change and ESG that could adversely affect our business. These and other rules andregulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by theU.S. congress, making compliance more difficult and uncertain. These changing rules, regulations and stakeholder expectations have resultedin, and are likely to continue to result in, increased general and administrative expenses and increased management time and attentionspent complying with or meeting such regulations and expectations. For example, developing and acting on new or ongoing initiatives withinthe scope of ESG, and collecting, measuring and reporting ESG related information and metrics can be costly, difficult and time consumingand subject to evolving reporting standards, including the SEC’s recently proposed climate-related reporting requirements, andsimilar proposals by other international regulatory bodies. Further, we may choose to communicate certain initiatives and goals, regardingenvironmental matters, diversity, responsible sourcing and social investments and other ESG related matters, in our SEC filings or inother public disclosures. These initiatives and goals within the scope of ESG could be difficult and expensive to implement and we couldbe criticized for the accuracy, adequacy or completeness of the disclosure. Statements about our ESG related initiatives and goals, andprogress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processesthat continue to evolve, and assumptions that are subject to change in the future. We could also be criticized for the scope or natureof such initiatives or goals, or for any revisions thereto. If we are unable to adequately address such ESG matters or if we fail toachieve progress with respect to our goals within the scope of ESG on a timely basis, or at all, or if we or our borrowers fail or areperceived to fail to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputationand our business results.

RisksRelated to our Internal Controls and Accounting Policies

Ifwe are unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracyand completeness of our financial reports and our results of operations and stock price could be materially adversely affected.

Theaccuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are required to provide a report frommanagement to our stockholders on our internal control over financial reporting that includes an assessment of the effectiveness of thesecontrols. Internal control over financial reporting has inherent limitations, including human error, the possibility that controls couldbe circumvented or become inadequate because of changed conditions, and fraud. Because of these inherent limitations, internal controlover financial reporting might not prevent or detect all misstatements or fraud. If we cannot maintain and execute adequate internalcontrol over financial reporting or implement required new or improved controls that provide reasonable assurance of the reliabilityof the financial reporting and preparation of our financial statements for external use, we could suffer harm to our reputation, incurincremental compliance costs, fail to meet our public reporting requirements on a timely basis, be unable to properly report on our businessand our results of operations, or be required to restate our financial statements, and our results of operations, our stock price andour ability to obtain new business could be materially adversely affected.

Ourgoodwill and other intangible assets could become impaired, which may require us to take material non-cash charges against earnings.

Undercurrent accounting guidelines, we must assess, at least annually and potentially more frequently, whether the value of our goodwill andother intangible assets has been impaired. Any impairment of goodwill or other intangible assets as a result of such analysis would resultin a non-cash charge against earnings, and such charge could materially adversely affect our reported results of operations, stockholders’equity and our stock price. A significant and sustained decline in our future cash flows, a significant adverse change in the economicenvironment, slower growth rates or if our stock price falls below our net book value per share for a sustained period, could resultin the need to perform additional impairment analysis in future periods. If we were to conclude that a future write-down of goodwillor other intangible assets is necessary, then we would record such additional charges, which could materially adversely affect our resultsof operations.

Financial,Tax and Accounting-Related Risks

Ourfinancial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause our resultsfor a particular period to fall below expectations, resulting in a decline in the price of our company’s common stock.

Ourfinancial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a varietyof factors, many of which are beyond our control.

Inaddition to the other risks described herein, the following factors could also cause our financial condition and results of operationsto fluctuate on a quarterly basis:

Fluctuationsin operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, revenue, and otheroperating results may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the priceof the common stock.

Wewill incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business,financial condition and results of operations.

Wewill face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a privatecompany. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implementedby the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to bepromulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and otherobligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming.A number of those requirements require it to carry out activities we have not done previously. In addition, expenses associated withSEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example,if the auditors identify a significant deficiency or additional material weaknesses in the internal control over financial reporting),we could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation or investorperceptions. In addition, we will purchase director and officer liability insurance, which has substantial additional premiums. The additionalreporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs ofrelated legal, accounting and administrative activities. Advocacy efforts by stockholders and third parties may also prompt additionalchanges in governance and reporting requirements, which could further increase costs.

RisksRelated to Legal Matters and Regulations

Privacyconcerns and laws, or other regulations, may adversely affect our business.

Stateand local governments and agencies in the jurisdictions in which we operate, and in which customers operate, have adopted, are consideringadopting, or may adopt laws and regulations regarding the collection, use, storage, processing, and disclosure of information regardingconsumers and other individuals, which could impact our ability to offer services in certain jurisdictions. Laws and regulations relatingto the collection, use, disclosure, security, and other processing of individuals’ information can vary significantly from jurisdictionto jurisdiction. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relatingto privacy, data protection, and information security are significant. In addition, some companies, particularly larger enterprises,often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, tocomply with these laws, regulations, standards, and other obligations may limit the use and adoption of our products and services, reduceoverall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or allegednoncompliance, or slow the pace at which we close sales transactions, any of which could harm our business. Moreover, if we or any ofour employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it maydamage our reputation and brand.

Additionally,existing laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future and may beinconsistent among jurisdictions. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existinglaws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penaltiesfor non-compliance, and limitations on data collection, use, disclosure, and transfer for us and our customers. Further, California adoptedthe California Consumer Privacy Protection Act (“CCPA”) and the California State Attorney General has begun enforcement actions.Further, on November 3, 2020, California voters approved the California Privacy Rights Act (“CPRA”). Although we initiateda compliance program designed to comply with CCPA after consulting with outside privacy counsel, we remain exposed to ongoing legal risksrelated to the CCPA and the expansion of the CCPA under the CPRA, which becomes effective January 1, 2023. The costs of compliance with,and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are applicableto the businesses of customers may adversely affect ability and willingness to process, handle, store, use, and transmit certain typesof information, such as demographic and other personal information.

Inaddition to government activity, privacy advocacy groups, the technology industry and other industries have established or may establishvarious new, additional or different self-regulatory standards that may place additional burdens on technology companies. Customers mayexpect that we will meet voluntary certifications or adhere to other standards established by them or third parties. If we are unableto maintain these certifications or meet these standards, it could reduce demand for our solutions and adversely affect our business.

RisksRelated to our Securities

Concentrationof ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significantcorporate decisions.

Ourdirectors, executive officers and their affiliates as a group beneficially own approximately 87% of the outstanding common stock. Asa result, these stockholders able to exercise a significant level of control over all matters requiring stockholder approval, includingthe election of directors, any amendment of the certificate of incorporation and approval of significant corporate transactions. Thiscontrol could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certaintransactions difficult or impossible without the support of these stockholders.

Wehave never paid cash dividends on our capital stock, and do not anticipate paying dividends in the foreseeable future.

Wehave never paid cash dividends on our capital stock and currently intend to retain any future earnings to fund the growth of our business.Any determination to pay dividends in the future will be at the discretion of the board of directors and will depend on financial condition,operating results, capital requirements, general business conditions and other factors that the board may deem relevant. As a result,capital appreciation, if any, of common stock will be the sole source of gain for the foreseeable future.

Thereis no active trading market for our shares of our common stock.

Thereis no active trading market for our common stock. There can be no assurance that a regular trading market for our securities will develop,or that if one develops, that it will be sustained. The trading price of our securities could be subject to wide fluctuations, in responseto announcements by us or others, developments affecting us, and other events or factors. In addition, the stock market has experiencedextreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for manycompanies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities.Such risks could have an adverse effect on the stock’s future liquidity. In addition, when trading volume is low, significant pricemovement can be caused by the trading in a relatively small number of shares. Volatility in our common stock could cause stockholdersto incur substantial losses.

Ourcommon stock is subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, whichmakes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

TheSEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equitysecurity that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certainexceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’saccount for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction,setting forth the identity and quantity of the penny stock to be purchased.

Toapprove a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investmentexperience and objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable forthat person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactionsin penny stocks.

Thebroker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relatingto the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination;and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokersmay be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficultfor investors to dispose of our common shares and cause a decline in the market value of our stock.

Disclosurealso has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remediesavailable to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recentprice information for the penny stock held in the account and information on the limited market in penny stocks.

Foras long as we are an emerging growth company, we will not be required to comply with certain reporting requirements that apply to otherpublic companies, including those relating to auditing standards and disclosure about our executive compensation. Taking advantage ofthe longer phase-in periods for the adoption of new or revised financial accounting standards applicable to emerging growth companiesmay make our common stock less attractive to investors.

TheJOBS Act contains provisions that, among other things, relax certain reporting requirements for “emerging growth companies,”including certain requirements relating to auditing standards and compensation disclosure. We are classified as an emerging growth company.For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will notbe required to, among other things, (1) provide an auditor’s attestation report on management’s assessment of the effectivenessof our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, (2) comply withany new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in whichthe auditor would be required to provide additional information about the audit and the financial statements of the issuer, (3) complywith any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise or (4) provide certain disclosureregarding executive compensation required of larger public companies.

Weintend to take advantage of all of the reduced reporting requirements and exemptions available to emerging growth companies under theJOBS Act, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 ofthe JOBS Act, until we are no longer an emerging growth company. If we were to subsequently elect instead to comply with these publiccompany effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

Ourelection to use the phase-in periods permitted by this election may make it difficult to compare our financial statements to those ofnon-emerging growth companies and other emerging growth companies that have opted out of the longer phase-in periods under Section 107of the JOBS Act and who will comply with new or revised financial accounting standards. We cannot predict if investors will find ourcommon stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result,there may be a less active trading market for our common stock and our common stock price may be more volatile. Under the JOBS Act, emerginggrowth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Ourstock price will be volatile, and you may not be able to sell shares at or above the price at the Closing.

Thetrading price of our common stock may be volatile and could be subject to wide fluctuations in response to various factors, some of whichare beyond our control. These factors include:

Inaddition, broad market and industry factors may seriously affect the market price of our common stock, regardless of actual operatingperformance. In the past, following periods of volatility in the overall market and the market price of a particular company’ssecurities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, couldresult in substantial costs and a diversion of management’s attention and resources.

TheFinancial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sellour common stock, which could depress the price of our shares.

FINRAhas adopted rules that require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customerbefore recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutionalcustomers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax statusand investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probabilitysuch speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficultfor broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, havean adverse effect on the market for our shares, and thereby depress our share price.

Becausewe have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investmentunless you sell our common stock for a price greater than that which you paid for it.

Wemay retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividendsfor the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretionof the Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictionsand other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existingand future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in commonstock unless you sell common stock for a price greater than that which you paid for it.

Ifsecurities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if theychange their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

Thetrading market for our securities will be influenced by the research and reports that industry or securities analysts may publish aboutus, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. Ifno securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted. Ifany of the analysts who may cover us change their recommendation regarding our shares of common stock adversely, or provide more favorablerelative recommendations about our competitors, the price of our shares of common stock would likely decline. If any analyst who maycover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets,which in turn could cause our share price or trading volume to decline.

ITEM1B. UNRESOLVED STAFF COMMENTS

Notapplicable.

ITEM1C. CYBERSECURITY

Weuse, store and process data for and about our customers, employees, partners and suppliers. We have implemented a cybersecurity riskmanagement program that is designed to identify, assess, and mitigate risks from cybersecurity threats to this data, our systems andbusiness operations.

CyberRisk Management and Strategy

Underthe oversight of the Board of Directors since we do not currently have an Audit Committee, we have implemented and maintain a risk managementprogram that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Ourcybersecurity oversight and operational processes are integrated into our overall risk management processes, and cybersecurity is oneof our designated risk categories. We use the National Institute of Standards and Technology Cybersecurity Framework to guide our approach,ensuring a structured and comprehensive strategy for managing cybersecurity risks. We implement a risk-based approach to the managementof cyber threats, supported by cybersecurity technologies, including automated tools, designed to monitor, identify, and address cybersecurityrisks. In support of this approach, our IT security team implements processes to assess, identify, and manage security risks to the company,including in the pillar areas of security and compliance, application security, infrastructure security, and data privacy. This processincludes regular compliance and critical system access reviews. In addition, we conduct application security assessments, vulnerabilitymanagement, penetration testing, security audits, and ongoing risk assessments as part of our risk management process. We also maintainan incident response plan to guide our processes in the event of an incident. We also have a process to require corporate employees toundertake cybersecurity training and compliance programs annually.

Weutilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercisesand to conduct security testing. We utilize well-known cloud-based technologies and service providers such asGoDaddy, Microsoft Office, and DropBox enterprise to provide protection against cybersecurity threats. We have a special email encryptionfrom GoDaddy that protect against cyberthreats.

Further,we have processes in place to evaluate potential risks from cybersecurity threats associated with our use of third-party service providersthat will have access to our data, including a review process for such providers’ cybersecurity practices, risk assessments, contractualrequirement, and system monitoring.

Wecontinue to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threatsspecific to us or experienced by other companies.

Althoughrisks from cybersecurity threats have to date not materially affected us, our business strategy, results of operations or financial condition,we have, from time to time, experienced threats to and breaches of our and our third-party vendors’ data and systems. For moreinformation, please see Item 1A. Risk Factors, the section titled “Risk Factors—Risks Related to our Information Technology,Cybersecurity and Data Protection— Failure to maintain the security of our information and technology networks, including personalinformation and other client information, intellectual property and proprietary business information could materially adversely affectus.”

RiskManagement Oversight and Governance

TheBoard of Directors has oversight of the Company’s cybersecurity program.

OurIT Administrator oversees our information security program and leads our information security team. Our IT Administrator has primaryresponsibility for assessing and managing our cybersecurity threat management program, informed by over five years of experience leadingcross-functional organizations in the development and operation of large-scale systems.

OurIT Administrator reports quarterly to our Board of Directors on the information security program and related cyber risks and providesan annual update to the Board of Directors on our overall risk management strategy, which includes addressing cybersecurity risks. Anycybersecurity incidents at the Company are reported to the Board of Directors by the IT Administrator.

ITEM2. PROPERTIES

Ourheadquarters are located in Chicago Illinois, where we have an office lease dated January 1, 2023, with a term of five years for 1,625square feet at 1141 W. Randolph Street, Floor 2, Chicago, IL 60607 with 1141 W. Randolph, LLC, a company owned and controlled by RushiShah. We have additional offices in Ann Arbor, Michigan, Dallas, Texas, Houston, Texas, Orlando, Florida, New York, New York and Westport,Connecticut, where we currently utilize shared office space with a monthly lease term. We believe this space is sufficient to meet ourneeds for the foreseeable future and that any additional space we may require in any of these metropolitan areas will be available oncommercially reasonable terms.

ITEM3. LEGAL PROCEEDINGS

Thereare no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge,threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors,or affiliates.

ITEM4. MINE SAFETY DISCLOSURES

Notapplicable.

PARTII

ITEM5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MarketInformation

Ourcommon stock is currently eligible only for unsolicited customer orders on the OTC:Pink Market under the symbol “MMCP”. Weexpect to have a FINRA-registered broker/dealer submit a Form 15c2-11 to resume having our common stock being traded on the OTC:Pinkmarket as was the case with our predecessor, Myson, Inc. (OTC:Pink; MYSN), with which we merged on March 30, 2023, to allow our stockto be eligible for proprietary broker-dealer quotes. As of April 5, 2024, there were 682 holders of record of our common stock.

Thetransfer agent and registrar for our common stock is Transfer Online, 512 SE Salmon St., Portland, OR 97214.

Thefollowing table provides information about the common stock that may be issued upon the exercise of options, warrants and rights underall of the Company’s existing equity compensation plans as of December 31, 2023.

RecentIssuances of Unregistered Securities

OnMarch 28, 2023, the Company issued 894,113 shares of common stock for services. The shares were valued at $0.50, for total non-cash expenseof $447,057. The shares were granted prior to the reverse acquisition so there is no impact to the Statement of Operations for the periodspresented.

OnMarch 28, 2023, the Company issued another 894,113 shares of common stock for services. The shares were valued at $0.50, for total non-cashexpense of $447,057. The shares were granted prior to the reverse acquisition so there is no impact to the Statement of Operations forthe periods presented.

OnJune 9, 2023, the Company sold 100,000 shares of common stock for total cash proceedsof $50,000.

OnJuly 17, 2023, the Company sold 240,000 shares of common stock for total cash proceeds of $120,000.

OnAugust 17, 2023, the Company granted 370,000 shares of common stock for investor relation services to be provided in 2024. The shareswere valued at $0.50, for total non-cash prepaid expense of $185,000.

Asthe Company’s common stock is not trading and there have been no current sales of common stock for cash management used the priceof warrants recently issued ($0.50) for valuing the shares issued for services.

ITEM6. [RESERVED]

ITEM7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Resultsof Operations

YearEnded December 31, 2023 Compared to the Year Ended December 31, 2022

Revenueand Gross Profit

Ourrevenue from commission income for the years ended December 31, 2023 and2022, was $1,919,243 and $3,321,837, respectively, a decrease of $1,402,594 or 42.2%. The decrease was driven mainly by the rise in interestrates and the drop in transaction activity.

Ourcommission expense for the years ended December 31, 2023 and 2022, was $802,464 and $1,250,920, respectively, a decrease of $448,456or 35.9%. Commission expenses decreased in conjunction with our large decrease in revenue.

Ourcommission expense – related party, for the years ended December 31, 2023 and 2022, was $678,750 and $495,625, respectively, anincrease of $183,125 or 36.9%. Related party commission expense increased during the reverse merger when the related party commissionagreement was put in place at 55% of all closed deals. Prior to the reverse merger, the related party was 100% owner of the company,some of the commission expense was left in the company and paid out as dividends.

GrossProfit is our main revenue metric as it is net of commissions paid. Wehad a gross profit of $438,029 for the year ended December 31, 2023, compared to $1,575,292 for the year ended December 31, 2022.

OperatingExpenses

Forthe year ended December 31, 2023, we recognized $1,582,072 for the fair value of warrants issued. We had no similar expense in the priorperiod.

Professionalfees for the years ended December 31, 2023 and 2022, were $590,607 and $38,123, respectively, an increase of $552,484. Professional feesincreased mainly because of legal fees associated with our acquisition. We also issued 894,113 shares of common stock to an attorneyfor total non-cash expense of $447,057.

Payrollexpense for the years ended December 31, 2023 and 2022, was $360,341 and $244,104, respectively, an increase of $116,237 or 47.6%. Ourpayroll expense increased in the current period due to the increase in Chairman and CEO salary along with the hiring of an administrativeassistant and a business intern who assisted in marketing.

Generaland administrative expenses for the years ended December 31, 2023 and 2022, were $549,628 and $428,875, respectively, an increase of$120,753 or 28.2%. In the current period we issued 894,113 shares of common stock for services for total non-cash expense of $447,057.This was offset with a decrease in expenses associated with public relations and recruiting expense of $24,834 and a decrease for contractlabor of $30,638.

OtherExpense

Weincurred interest expense of $11,065 for the year ended December 31, 2023, compared to $0 for the year ended December 31, 2022.

NetLoss

Wehad a net loss of $3,115,490 for the year ended December 31, 2023, compared to net income of $864,190 for the year ended December 31,2022. The large net loss in the current period is the result of the $1,582,072 of non-cash expense incurred for the issuance of warrants.

Liquidityand capital resources.

Asof December 31, 2023, we had cash of approximately $56,000 and working capital of approximately $220,000.

Duringthe year ended December 31, 2023, we used $367,869 of cash in operatingactivities. Our cash flows used in operating activities is primarily a result of (i) our net loss of $3,115,490, adjusted for non-cashactivity of $2,536,537 and (ii) and a net change in operating assets and liabilities of $41,084. In the prior period operating activitiesprovided $231,577 of cash.

Weused no cash in investing activities for the years ended December 31, 2023 and 2022.

Duringthe year ended December 31, 2023, we received $50,000 of cash from relatedparty loans and $170,000 from the sale of common stock. In the prior period we received $77,649 of cash from related party loans and used$87,490 for shareholder distributions.

Off-BalanceSheet Arrangements

Wehave 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 thatis material to stockholders.

GoingConcern

Theaccompanying financial statements have been prepared on a going concernbasis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Companyhas an accumulated deficit of $2,688,468 at December 31, 2023, had a net loss of $3,115,490 and net cash used in operating activitiesof $367,869 for the year ended December 31, 2023. The Company’s ability to raise additional capital through the future issuancesof common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’soperations, 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’sability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from theoutcome of these aforementioned uncertainties.

CriticalAccounting Policies

Referto Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recentlyadopted and issued accounting standards.

Item7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Weare a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the informationunder this item.

ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MAGMILE CAPITAL, INC.

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tothe Board of Directors and Stockholders of Mag Mile Capital, Inc.

Opinionon the Financial Statements

Wehave audited the accompanying balance sheet of Mag Mile Capital, Inc. and Subsidiary (“the Company”) as of December31, 2023, and the related statements of operations, changes in stockholders’ equity, and cash flows for the year thenended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements presentfairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations andits cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

GoingConcern

Theaccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note3 to the financial statements, the Company has a net loss and used cash in operations. These factors, among others, raise substantialdoubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are alsodescribed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securitieslaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Weconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Companyis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinionon the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Ouraudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error orfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesa reasonable basis for our opinion.

CriticalAudit Matters

Thecritical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicatedor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financialstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit mattersdoes not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical auditmatters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

RevenueRecognition – Refer to Note 2 to the financial statements.

Descriptionof the Critical Audit Matter

TheCompany records revenue when control of the promised services is transferred to customers, at a specific point in time and on a commissionbasis. This area is designated as a critical audit matter due to the substantial judgment required by management in applying the principlesof revenue recognition.

Howthe Critical Audit Matter Was Addressed in the Audit

Ourprincipal audit procedures related to revenue recognition included the following, among others:

Collectabilityof Accounts Receivable – Refer to Note 2 to the financial statements.

Descriptionof the Critical Audit Matter

Weidentified this as a critical audit matter due to the significant judgments and estimates made by management in evaluating the likelihoodof collection, which are affected by various factors including changes in employment conditions, current economic conditions, and historicalcollection rates.

Howthe Critical Audit Matter Was Addressed in the Audit

Ourkey audit procedures related to the collectability of accounts receivable included the following, among others:

ReverseRecapitalization – Refer to Notes 1 & 4 to the financial statements.

Descriptionof the Critical Audit Matter

TheCompany engaged in a reverse recapitalization, which is considered a significant unusual transaction. This event is complex due to theunique accounting and financial reporting requirements, including the determination of the accounting acquirer, the valuation of considerationtransferred, and the application of business combination accounting under ASC 805. We identified this as a critical audit matter dueto the significant judgments and estimates involved, particularly in the valuation of intangible assets acquired and liabilities assumed,and the potential impact on the financial statements.

Howthe Critical Audit Matter Was Addressed in the Audit

Ourkey audit procedures related to the reverse recapitalization included the following, among others:

Reportof Independent Registered Public Accounting Firm

TheBoard of Directors and Stockholders of

MAGMILE CAPITAL, INC.

Opinionon the Financial Statements

Wehave audited the accompanying balance sheet of Mag Mile Capital, Inc (the ‘Company’) as of December 31, 2022, and the relatedstatements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2022, and the relatednotes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cashflows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Restated Financial Statements

We draw your attentionto note 13 to the financial statements on the correction of error on the December 31, 2022, balance sheet and statement of operations,as well as reclassification of amount from the previous presentation to conform to the presentation of the current year.

Basisfor Opinion

Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federalsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Weconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Companyis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinionon the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Ouraudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to erroror fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our auditsprovide a reasonable basis for our opinion.

CriticalAudit Matters

Criticalaudit matters are matters arising from the current period audit of the financial statements that were communicated or required to becommunicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and(2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter inany way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providingseparate opinions on the critical audit matter or on the accounts or disclosures to which they relate. As of December 31, 2022, we haveno critical audit matter to communicate.

OLAYINKAOYEBOLA & CO.

(CharteredAccountants)

Lagos,Nigeria

Wehave served as the Company’s auditor since 2023.

June17, 2024

MAG MILE CAPITAL, INC.

BALANCE SHEETS

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

MAG MILE CAPITAL, INC.

STATEMENTS OF OPERATIONS

Theaccompanying notes are an integral part of these financial statements.

MAGMILE CAPITAL, INC.

(formerly Myson, Inc.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

MAG MILE CAPITAL, INC.

STATEMENTS OF CASH FLOWS

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

MAG MILE CAPITAL, INC.

NOTESTO FINANCIAL STATEMENTS

December31, 2023

ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On June 4, 2023, the Board of Directors of the Company, approved the engagementof Fruci & Associates II, PLLC (“Fruci”) as the Company’s independent registered public accounting firm to auditthe Company’s consolidated financial statements for the year ending December 31, 2023. Olayinka Oyebola & Co. (“OO &Co”) served as the independent registered public accounting firm of the Company following the reverse merger between the Companyand Megamile Capital, Inc. f/k/a CSF Capital, LLC d/b/a Mag Mile Capital (the “Merger”). Accordingly, OO & Co., the Company’sindependent registered public accounting firm after the Merger, was informed that it would be replaced by Fruci as the Company’sindependent registered public accounting firm. OO & Co. previously replaced BF Borgers CPA PC (“BF Borgers”) as the Company’sindependent registered public accounting firm as set forth in the Company’s Current Report on Form 8-K filed March 31, 2023.

ITEM9A. CONTROLS AND PROCEDURES

Management’sReport Disclosure Controls and Procedures

Duringthe fourth quarter of the year ended December 31, 2023, we carried out an evaluation, under the supervision and with the participationof our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executiveofficer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls andprocedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Actof 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the Commission’srules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financialofficer, as appropriate to allow timely decisions regarding required disclosure.

Ourprincipal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internalcontrols will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, notabsolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the factthat there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitationsin all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,have been detected.

Toaddress the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financialstatements included in this annual report have been prepared in accordance with generally accepted accounting principles. In addition,we engaged accounting consultants to assist in the preparation of our financial statements. Accordingly, management believes that thefinancial statements included in this report fairly present in all material respects our financial condition, results of operations andcash flows for the periods presented.

Management’sReport on Internal Control over Financial Reporting

Internalcontrol over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or underthe supervision of, our principal executive and principal financial officers, and effected by our board of directors, management andother personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles. The management is responsible for establishing andmaintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management,including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internalcontrol over financial reporting using the Internal Control – Integrated Framework (2013) developed by the Committee ofSponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officerhave concluded that our internal control over financial reporting were not effective as of December 31, 2023.

Weare aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record,process, summarize and report financial data:

Inherentlimitations on effectiveness of controls

Internalcontrol over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals foradvice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization,and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subjectto lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumventedby collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may notprevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting processand it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determinedto be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.

Changesin Internal Control over Financial Reporting

Therehave been no changes in our internal controls over financial reporting that occurred during the fourth quarter of the year ended December31, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM9B. OTHER INFORMATION

None.

Item9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PARTIII

ITEM10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directorsand Executive Officers

Ourbusiness and affairs are managed by or under the direction of our Board of Directors. We are currently evaluating potential directornominees and executive officer appointments but currently have only the following person serving as a member of our Board of Directorsand in the roles of the following officers:

RushiShah. Mr. Shah serves as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairmanof the Board of Directors. Mr. Shah has served as Mag Mile Capital’s Chief Founder and Chief Executive Officer since December 2016.He has established Mag Mile Capital’s strategic goals and led its innovation initiatives, as well as arranging commercial debtand equity financing for many real property types nationwide. From June 2014 through November 2016, Mr. Shah was Executive Vice Presidentfor Aries Capital, closing over $250 million in debt and equity real estate financings in his first two years, launching a streamlinedonline-based lending platform, and expanding Aries Capital’s already extensive capital source network. Mr. Shah also establishedthe firm as a Club Blue Founding Member and provider of a preferred financing and revenue- sharing program for members of the largesthotel owners’ association in the world, the Asian American Hotel Owners Association (AAHOA). From June 2005 to June 2014, Mr. Shahheld a variety of executive positions at Chicago’s Northern Trust Bank in its Derivatives Credit Strategy, Structured Finance,Private Equity Fund and Hedge Fund groups, as well as its London offices. Mr. Shah was part of the Northern Trust’s prestigiousleadership development rotational program. During his tenure at the bank, Mr. Shah participated in closing over 300 commercial financetransactions nationally, helped build a risk measurement framework for exotic interest rate derivatives and foreign exchange instruments,launched the technology solution and models for the bank’s over-the- counter derivatives activity and helped develop and managethe interest rates risk management solutions business for National Trust’s institutional and sophisticated wealth clients thatgenerated over $30 million in new revenues for National Trust over four years and led to an operational overhaul that revolutionizedthe servicing and reporting process.

Mr.Shah received a Bachelor of Science in Accounting and Finance from the University of Illinois at Chicago where he graduated with honorsand a Master of Business Administration from the University of University of Chicago Booth School of Business. He was also awarded afellowship in the Riordan Fellows Program at the Anderson School of Management at UCLA.

Inaddition to being highly active within AAHOA, Mr. Shah is a member of ICSC, Real Estate Investment Association and the Self Storage Association.He frequently serves as a panelist at local and national industry events and is a contributor to multiple real estate publications anda member of the Forbes Finance Council. Mr. Shah is a subject matter expert and has a monthly finance column for the past six years forthe hotel industry’s magazine, Today’s Hotelier.

Webelieve Mr. Shah is qualified to serve on the Company’s Board in light of his extensive experience in rea estate financing andhaving served for over six years as Mag Mile Capital’s Chief Executive Officer.

BoardComposition

TheCompany’s business and affairs are organized under the direction of the Board. The Board consists of one member, Rushi Shah, whoalso serves as Executive Chairman of the Board. Henrik Rouf resigned as director of the Company effective as of the closing date themerger between Mag Mile Capital and the Company. The primary responsibilities of the Board are to provide oversight, strategic guidance,counseling, and direction to the Company’s new management. The Board will meet on a regular basis and additionally as required.

DirectorIndependence

TheBoard does not have any independent directors who qualify as independent directors, as defined under the listing rules of The NasdaqStock Market LLC. The Board serves as the audit committee.

Roleof the Board in Risk Oversight/Risk Committee

Oneof the key functions of the Board is informed oversight of the Company’s risk management process. The Board does not anticipatehaving a standing risk management committee but rather anticipates administering this oversight function directly through the Board.In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Company’s major financialrisk exposures and the steps its management takes to monitor and control such exposures, including guidelines and policies to governthe process by which risk assessment and management is undertaken. The Board also monitors compliance with legal and regulatory requirements.

Limitationon Liability and Indemnification of Directors and Officers

OurCertificate of Incorporation limits directors’ liability to the fullest extent permitted under the Oklahoma General CorporationAct (“OGCA). The OGCA provides that directors of a corporation will not be personally liable for monetary damages for breach oftheir fiduciary duties as directors, except for liability:

●for any transaction from which the director derives an improper personal benefit;

●for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

●for any unlawful payment of dividends or redemption of shares; or

●for any breach of a director’s duty of loyalty to the corporation or its stockholders.

Ifthe OGCA is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liabilityof directors will be eliminated or limited to the fullest extent permitted by the OGCA, as so amended.

Oklahomalaw and the Company’s bylaws provide that the Company will, in certain situations, indemnify the Company’s directors andofficers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled,subject to certain limitations, to advancement, direct payment, or reimbursem*nt of reasonable expenses (including attorneys’ feesand disbursem*nts) in advance of the final disposition of the proceeding.

TheCompany intends to obtain a directors’ and officers’ insurance policy pursuant to which its directors and officers are insuredagainst liability for actions taken in their capacities as directors and officers. We believe this will be necessary to attract and retainqualified persons as directors and officers.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in theopinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Codeof Business Conduct and Ethics for Employees, Executive Officers, and Directors

Wehave adopted a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all the Company’s employees, executiveofficers and directors. The Code of Conduct is available on our website at www.magmilecapital.com. The Board is responsiblefor overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors.We will disclose any amendments to the Code of Conduct, or any waivers of its requirements, on our website.

CompensationCommittee Interlocks and Insider Participation

Noneof our directors or executive officers serves as a member of the board of directors or compensation committee of any other entity thathas one or more of its executive officers serving as a member of our board of directors.

ITEM11. EXECUTIVE COMPENSATION

SummaryCompensation Table

Thefollowing table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the principalexecutive officer and principal financial officer of the Company during the years ended December 31, 2023 and 2022; and (ii) each otherindividual that served as an executive officer of the Company at the conclusion of the years ended December 31, 2023 and 2022 and whor*ceived more than $100,000 in the form of salary and bonus during such year. For purposes of this report, these individuals are collectivelythe “named executive officers” of our Company.

OnMarch 30, 2023, Henrik Rouf resigned as President and Chairman of the Board of Directors under the terms of the Reorganization Agreementand Rushi Shah was appointed as the sole member of the Board and to the positions of CEO, CFO and Secretary of the Company.

Employmentand Advisory Agreements

Weentered into an employment agreement with Rushi Shah, our President, CEO, CFO and Secretary. Under the terms of his employment agreement,Mr. Shah s annual base salary is $250,000 in addition to 55% of all fees paid to Mag Mile Capital for those transactions directly attributableto his efforts. Mr. Shah is eligible for bonuses in cash and/or stock as mutually agreed to by Mr. Shah and the Board, restricted stockand stock option awards at the discretion of the Board and to participate in the Company’s health and welfare benefit plans maintainedfor the benefit of Company employees. Mr. Shah’s employment agreement contains customary confidentiality, non-solicitation andintellectual property assignment provisions.

Underthe terms of Mr. Shah’s employment agreement, in the event of a termination for good reason by Mr. Shah, he will receive 12 monthsof his the-current base salary to be paid over a period of six months and an acceleration of vesting for all unvested stock or stockoption grants.

Theforegoing descriptions of each of the employment agreement with Mr. Shah is a summary only and is qualified in their entirety by thefull text of the employment agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

EquityCompensation Plan Information

OnJuly 5, 2023, our Board of Directors and stockholders adopted our 2023 Stock Incentive Plan (the “2023 Plan”). The purposeof the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose servicesare considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our developmentand financial success. Under the Plan, we are authorized to issue up to 20,000,000 shares of common stock, including incentive stockoptions intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciationrights, performance shares, restricted stock and long-term incentive awards.

Administration.The 2023 Plan is administered by our Board of Directors or the committee or committees as may be appointed by the Board of Directorsfrom time to time (the “Administrator”). The Administrator determines the persons who are to receive awards, the types ofawards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administratoralso has the authority to interpret the provisions of the 2023 Plan and of any awards granted there under and to modify awards grantedunder the 2023 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2023Plan without prior approval of the Company’s shareholders.

Eligibility.The 2023 Plan provides that awards may be granted to our employees, officers, directors and consultants or of any parent, subsidiaryor other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the 2023 Plan.

Sharesthat are subject to issuance upon exercise of an option under the 2023 Plan but cease to be subject to such option for any reason (otherthan exercise of such option), and shares that are subject to an award granted under the 2023 Plan but are forfeited or repurchased bythe Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be availablefor grant and issuance under the 2023 Plan.

Termsof Options and Stock Appreciation Rights. The Administrator determines many of the terms and conditions of each option and SAR grantedunder the 2023 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SARis a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option andthe periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as theAdministrator approves and is subject to the following conditions (as described in further detail in the 2023 Plan):

(a)Vesting and Exercisability: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods, orupon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of eachoption is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent, thatthe option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR willbe exercisable as determined by the Administrator but in no event after 10 years from the date of grant.

(b)Exercise Price: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than 100%of the fair market value of the Company’s shares of common stock on the date of the grant. The exercise price of an incentive stockoption granted to a 10% stockholder may not be less than 110% of the fair market value of shares of the Company’s common stockon the date of grant.

(c)Method of Exercise: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock, asdetermined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration.

(d)Recapitalization; Change of Control: The number of shares subject to any award, and the number of shares issuable under the 2023 Plan,are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation,business combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participantand the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstandingoptions and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteriashall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performanceperiod completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions andconditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stockunits shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paidwithin 45 days of the change in control.

(e)Other Provisions: The option grant and exercise agreements authorized under the 2023 Plan, which may be different for each option, maycontain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exerciseof the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon terminationof the optionee’s employment at the original purchase price.

Amendmentand Termination of the 2023 Plan. The Administrator, to the extent permitted by law, and with respect to any shares at the time not subjectto awards, may suspend or discontinue the 2023 Plan or amend the 2023 Plan in any respect; provided that the Administrator may not, withoutapproval of the stockholders, amend the 2023 Plan in a manner that requires stockholder approval.

ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Thefollowing table sets forth certain information as of April 5, 2024, the beneficial ownership of our common stock by the following persons:

Unlessotherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power andthat person’s address is c/o 1141 W. Randolph St., Chicago, IL. 60607, and our telephone number is (312) 642-0100. Shares of commonstock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of the date of this prospectus,are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options,warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder. The beneficial ownershippercentages set forth in the table below are based on approximately 100,055,935 shares of our common stock issued and outstanding asof April 3, 2024, and do not take into account the issuance of any shares of our common stock upon the exercise of warrants to purchaseup to approximately 5,000,000 shares of our common stock.

ITEM13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

TheCompany has an office lease dated January 1, 2023, with a term of five years for 1,625 square feet at 1141 W. Randolph Street, Floor2, Chicago, IL 60607 with 1141 W. Randolph, LLC, a company owned and controlled by Rushi Shah. The lease requires a monthly rental paymentof approximately $4,062 with an annual rate adjustment of 3% which we believe is a market rate for this space.

Duefrom related parties consists of receivables of $0 and $416,750, from Mag Mile Capital LLC as of December 31, 2023 and 2022, respectively,and amounts due from other companies related to the CEO of $55,000 and $65,800, respectively. Mag Mile Capital LLC, is owed by RushiShah.

Duringthe year ended December 31, 2023, Reddington Partners LLC, a majority shareholder, advanced the Company $23,256 to pay for general operatingexpenses. As of December 31, 2023, the total amount due of $85,709 was forgiven by Redding Partners. The amount was credited to additionalpaid in capital. As of December 31, 2023 and 2022, the Company owes Reddington Partners LLC, a total of $0 and $62,453, respectively,for advances to the Company. The advance was non-interest bearing and due on demand.

Asof December 31, 2023 and 2022, the Company has a loan payable due to Mag Mile Capital LLC of $40,000 and $40,000, respectively.

Perthe terms of Mr. Shah’s employment agreement, he received between 50% and 75% of all revenue from commercial real estate mortgagefinancing for which he is the procuring cause, before the merger took place. For the years ended December 31, 2023 and 2022, Mr. Shahearned commissions of $678,750 and $495,625, respectively. Per the terms of the new employment contract dated March 31, 2023, Mr. Shah’scommission is limited to 55%, resulting in a decrease of commission expense.

ITEM14. PRINCIPAL ACCOUNTING FEES AND SERVICES

AuditFees

Theaggregate fees billed for the most recently completed fiscal years ended December 31, 2023 for professional services renderedby our auditor Fruci & Associates II, PLLC for the audit of our annual financial statements and review of the financial statementsincluded in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutoryand regulatory filings or engagements for these fiscal periods were as follows:

Ourboard of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed andapproved by the board of directors either before or after the respective services were rendered.

Ourboard of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision ofservices for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PARTIV

ITEM15. EXHIBITS