Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

General Overview

The Company was originally incorporated on July 8, 2021, as an Oklahoma corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Prior to the March 30, 2023, reorganization discussed below, the Company was formed for the purpose of effecting a business combination. Following the reorganization, the Company operates as a commercial real estate mortgage banking firm.

On May 11, 2022, G. Reed Petersen Irrevocable Trust (the "Seller"), agreed to sell all 1,000 issued and outstanding Series A Preferred Shares of the Company to Reddington Partners LLC (the "Purchaser"), thus constituting a change of control of the Company, for $495,000, pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"). The Preferred Shares were convertible into 10,000,000 common shares which, upon conversion, represent approximately 98.7% of the Company's outstanding common shares.

The sale of the Shares to the Purchaser was completed on May 17, 2022. As part of the Stock Purchase Agreement, G. Reed Petersen agreed to resign as the Company's sole officer and director; and the change of management was completed on June 5, 2022. On June 6, 2022, Henrik Rouf became the Company's sole officer and director.

On March 30, 2023, the Company entered into a Reorganization Agreement (the "Reorganization Agreement") with Megamile Capital, Inc. d/b/a Mag Mile Capital f/k/a CSF Capital LLC ("Mag Mile Capital") under which Mag Mile Capital was merged with and into Myson, Inc. ("Myson"), the registrant's former name. At the closing of the Reorganization Agreement, the sole member of the Myson Board of Directors and its officer resigned and Rushi Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of the Myson Board of Directors and the titles of President and CEO, Secretary and Treasurer of Myson. Under the terms of the Reorganization Agreement, Mag Mile Capital's shareholders owned, as of the closing of the merger, 88% of the issued and outstanding shares of the Company's common stock or 87,424,424 shares.

The Merger was accounted for as a reverse recapitalization. Mag Mile Capital was deemed the accounting predecessor of the Merger and is the successor registrant for SEC purposes, meaning that Mag Mile Capital's financial statements for previous periods are reflected in the Company's periodic reports filed with the SEC for periods following the merger.

Current Business

Mag Mile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lending relationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectively raised over $9 billion in real estate financing during their combined 29 years of experience in this industry.

Mag Mile Capital leverages its access to diverse sources of capital, including family offices, hedge funds, private equity firms, investment banks, life insurance companies, money center and regional commercial banks, mortgage and equity REITs and sovereign wealth funds. Mag Mile Capital also utilizes historic tax credits and federal and state new markets tax credits to originate creative financing alternatives for its diverse customer base. Those customers are among the most high profile hotel brands such as Hilton, Hyatt, Marriott, Four Seasons and Wyndham.

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

Our growth strategies are as follows:

Invest in sales and marketing

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

Pursue Strategic Acquisitions

We intend to explore potential high-quality acquisition opportunities, subject to availability of capital and market conditions, using our public company status to offer attractive purchase prices and growth prospects to such targets.

Results of Operations

Results of Operations for the Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025

Revenue and Gross Profit

Our revenue for the three months ended September 30, 2026 and 2025 was $1,042,650 and $324,600, respectively, an increase of $718,050, or 221.2%. The increase in revenue was primarily attributable to increased deal activity, including several large loans originated through the Commercial Mortgage-Backed Securities ("CMBS") market, which remained active during the third quarter of 2026. The Company also recognized $545,362 of securitization fees and $497,288 of success fees during the third quarter of 2026, compared to $0 and $324,600, respectively, during the third quarter of 2025.

The Company continues to experience fluctuations in monthly and quarterly revenue as a result of the timing and size of transactions closed. Revenue is dependent on overall deal flow, lender activity, pricing, and individual lenders' credit appetites. During the third quarter of 2026, the Company continued to benefit from increased activity in the CMBS market and several larger financing transactions.

Our commission expense for the three months ended September 30, 2026 and 2025, was $278,157 and $187,924, respectively, an increase of $90,233 or 48.0%. We saw an increase in commission expenses in conjunction with the increase in revenue due to the restructuring of some of the Originators' splits and overrides to increase the Company's profitability.

Our related-party commission expense for the three months ended September 30, 2026 and 2025, was $416,000 and $0, respectively, an increase of $416,000. The increase was primarily attributable to a greater number of transactions originated by the Company's Chairman and CEO. Related-party commission expense represents commissions paid to Park River Investments, LLC, a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause of the related revenue.

As a result, gross profit increased to $348,493 for the three months ended September 30, 2026, compared to $136,676 for the three months ended September 30, 2025, an increase of $211,817, or approximately 155.0%. The increase in gross profit was primarily attributable to the significant increase in revenue, partially offset by the increase in commission expense.

Operating Expenses

Professional fees for the three months ended September 30, 2026 and 2025, were $15,400 and $24,265, respectively, a decrease of $8,865 or 36.5%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had a $9,235 decrease in audit fees (due to timing of billings) offset by a slight increase of accounting fees.

Payroll expense for the three months ended September 30, 2026 and 2025, was $95,004 and $84,225, respectively, an increase of $10,779 or 12.8%. Payroll expense increased due to formulaic bonus directly connected to revenue as opposed to discretionary bonus.

General and administrative expenses for the three months ended September 30, 2026 and 2025, were $156,016 and $473,057 respectively, a decrease of $317,041 or 67%. In the current period we had a decrease of approximately $272,500 for marketing expenses. The prior year period included marketing costs for the August 2025 Lisbon event, which was intended to strengthen relationships with clients and capital sources and to support business development. No comparable event took place in 2026.

Bad debt expense for the three months ended September 30, 2026 and 2025 was $19,112 and $0, respectively. Bad debt expense in the current period relates to the write-off of draws against commissions determined to be uncollectible, consisting of the remaining $10,098 balance of a former originator whose draw balance had been partially reserved in the second quarter of 2026 and $9,014 of draw balances of other originators.

Other Expense

We incurred interest expense of $2,193 and $2,193 for the three months ended September 30, 2026 and 2025. We incur interest expense for our Small Business Administration loan (Note 5).

Net Income (Loss)

We had net income of $60,768 for the three months ended September 30, 2026, compared to a net loss of $447,064 for the three months ended September 30, 2025. The increase from a net loss to net income was the result of a $211,817 increase in our gross profit, while our operating expenses decreased $296,015, for a net increase to operating income of $507,832.

Results of Operations for the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

Revenue and Gross Profit

Our revenue for the nine months ended September 30, 2026 and 2025, was $4,304,075 and $1,811,975, respectively, an increase of $2,492,100 or 137.5%. The increase in revenue was primarily attributable to increased deal activity, including several large loans originated through the Commercial Mortgage-Backed Securities ("CMBS") market, which remained active during the third quarter of 2026.

The Company continues to experience fluctuations in monthly and quarterly revenue as a result of the timing and size of transactions closed. Revenue is dependent on overall deal flow, lender activity, pricing, and individual lenders' credit appetites. During the third quarter of 2026, the Company continued to benefit from increased activity in the CMBS market and several larger financing transactions.

Our commission expense for the nine months ended September 30, 2026 and 2025, was $1,205,188 and $896,245, respectively, an increase of $308,943 or 34.5%. We saw an increase in commission expenses in conjunction with the increase in revenue due to the restructuring of some of the Originators' splits and overrides to increase the Company's profitability.

Our related-party commission expense for the nine months ended September 30, 2026 and 2025, was $1,822,163 and $229,900, respectively, an increase of $1,592,263 or 692.6%.

The increase was primarily attributable to a greater number of transactions originated by the Company's Chairman and CEO. Related-party commission expense represents commissions paid to Park River Investments, LLC, a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause of the related revenue.

As a result, gross profit increased to $1,276,724 for the nine months ended September 30, 2026, compared to $685,830 for the nine months ended September 30, 2025, an increase of $590,894, or 86.2%. The increase in gross profit was primarily attributable to the increase in revenue.

Operating Expenses

Professional fees for the nine months ended September 30, 2026 and 2025, were $58,380 and $74,144, respectively, a decrease of $15,764 or 21.3%. Professional fees consist mainly of legal, audit and accounting fees. In the current period we had a $23,792 decrease in audit fees, (due to timing of billings) offset by increases of accounting and legal fees.

Consulting expense for the nine months ended September 30, 2026 and 2025, was $136,250 and $0, respectively, an increase of $136,250. In the current year we recognized $90,000 for investor relations ("IR") consulting. We also recognized $46,250 of non-cash consulting expense, that had been in prepaids, for common stock issued in a prior period. For the nine months ended September 30, 2025, consulting costs of $92,500 were included in general and administrative expenses rather than presented separately. Excluding the effect of this change in presentation, consulting costs increased by $43,750 compared to the prior year period.

Payroll expense for the nine months ended September 30, 2026 and 2025, was $263,070 and $294,232, respectively, a decrease of $31,162 or 10.6%. Payroll expense decreased due to improved payroll management and moving bonus for the Analyst to formulaic bonus directly connected to revenue as opposed to discretionary bonus.

General and administrative expenses for the nine months ended September 30, 2026 and 2025, were $553,999 and $813,809, respectively, a decrease of $259,810 or 31.9%. In the current period we had a decrease of client entertainment expenses of approximately $38,500 and $238,000 for marketing expense. The prior year period included marketing costs for the August 2025 Lisbon event, which was intended to strengthen relationships with clients and capital sources and to support business development. No comparable event took place in 2026.

For the nine months ended September 30, 2026 and 2025, the Company recognized $59,503 and $0, respectively of bad debt expense related to its draw receivable accounts. Of the nine-month amount, $40,391 was recognized in the second quarter of 2026 and $19,112 was recognized in the third quarter of 2026, in each case related to the write-off or reserve of draws against commissions determined to be uncollectible.

Other Expense

We incurred interest expense of $6,579 and $6,579 for the nine months ended September 30, 2026 and 2025. We incur interest expense for our Small Business Administration loan (Note 5).

Net Income (Loss)

We had net income of $198,943 for the nine months ended September 30, 2026, compared to a net loss of $502,934 for the nine months ended September 30, 2025. The increase from a net loss to net income was primarily attributable to a $590,894 increase in gross profit, and a $110,983 decrease in operating expenses.

Liquidity and Capital Resources

As of September 30, 2026, we had cash of approximately $567,000 and working capital of $2,247.

During the nine months ended September 30, 2026, we generated $53,125 of cash from operating activities. Cash flows provided by operating activities were the result of (i) our net income of $198,943, adjusted for non-cash activity of $152,789 and (ii) a decrease in prepaids of $11,459, a decrease of draws against commissions of $34,141, a decrease of accounts payable and accruals of $240,077 and a decrease of accounts payable - related party of $104,130.

During the nine months ended September 30, 2025, we generated $58,193 of cash from operating activities. Our cash flows provided by operating activities is the result of (i) our net loss of $502,934, adjusted for non-cash activity of $136,508 and (ii) an increase in prepaids of $8,138, a decrease of draws against commissions of $44,537, an increase of accounts payable and accruals of $73,220 and advances from a related party of $315,000. The related party advances were used to fund operating expenses and are not structured as loans with stated repayment terms or interest; accordingly, they are presented within operating activities.

During the nine months ended September 30, 2026 and 2025, we had no investing activities.

During the nine months ended September 30, 2026 and 2025, we had no financing activities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and recently adopted and issued accounting standards.