S-1/A: Mag Mile Capital Files Amendment No. 4 to Form S-1 Registration Statement
S-1/A Registration Statement Amendment
Mag Mile Capital is registering 10,340,000 shares of common stock for resale by selling stockholders at a fixed price of $0.005 per share.
Summary
- Mag Mile Capital, formerly Myson, Inc., filed Amendment No. 4 to its Form S-1 registration statement.
- The registration covers 10,340,000 shares of common stock to be offered for resale by selling stockholders.
- The fixed price for the shares is $0.005, the last sales price on April 18, 2024.
- The company will not receive any proceeds from the sale by the selling stockholders.
- Rushi Shah, the President and CEO, controls approximately 87% of the voting power.
- Mag Mile Capital is an emerging growth company and is subject to reduced public company reporting requirements.
- The company's common stock is quoted on the OTC Pink Market under the symbol MMCP.
- The company is now eligible for Unsolicited Quotes Only making our stock have a higher risk of wider spreads, increased volatility and price dislocations that could make any future sale of our stock more difficult for an investor.
Sentiment
Score: 3
Explanation: The document highlights significant financial losses and risks, indicating a negative outlook despite growth strategies. The company's reliance on a single individual for voting control and the limited trading market for its shares further contribute to the low sentiment score.
Positives
- Mag Mile Capital has 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.
- The company 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.
Negatives
- The company is now eligible for Unsolicited Quotes Only making our stock have a higher risk of wider spreads, increased volatility and price dislocations that could make any future sale of our stock more difficult for an investor.
- The company had a net loss of $3,115,490 for the year ended December 31, 2023.
- The company has an accumulated deficit of $2,688,468 at December 31, 2023.
Risks
- Investing in the company's securities involves a high degree of risk.
- The company's performance is significantly related to general economic, political, and regulatory conditions.
- Adverse developments in the credit markets may materially harm the company's business, results of operations, and financial condition.
- The company faces intense competition from companies with greater resources and experience.
- Failure to maintain the security of the company's information and technology networks could materially adversely affect the company.
- The company's shares of common stock are eligible only for unsolicited quotes on the OTC Markets platform that could make them difficult to sell.
- The company's common stock is subject to the Penny Stock Rules of the SEC and the trading market in the company's securities is limited, which makes transactions in the company's stock cumbersome and may reduce the value of an investment in the company's stock.
Future Outlook
The company intends to continue to attract new customers through an increase in the number of salespeople, pursue strategic acquisitions, and commercialize its CapLogiq software product.
Management Comments
- Rushi Shah, President and CEO, has voting control over all matters submitted to common stockholders.
Industry Context
The company faces competition from global, national, regional, and local commercial real estate mortgage banking firms, many of which have greater financial resources.
Comparison to Industry Standards
- The company competes with large national and global firms such as Jones Lang LaSalle Incorporated (JLL), Cushman & Wakefield plc, Colliers International Group Inc., Savills plc, and Newmark Group Inc.
- These firms may have greater financial resources allocated to a particular geography or property type than Mag Mile Capital.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President and Chairman of the Board of Directors | Henrik Rouf | Rushi Shah | 2023-03-30 | Merger between Mag Mile Capital and the Company |
Related Party Transactions
- The company has an office lease with 1141 W. Randolph, LLC, a company owned and controlled by Rushi Shah, CEO.
- Per the terms of Mr. Shahs employment agreement, he received between 50 % and 75 % of all revenue from commercial real estate mortgage financing for which he is the procuring cause, before the merger took place.
Stakeholder Impact
- The company's financial performance and stock eligibility for unsolicited quotes only may negatively impact shareholders.
- The company's growth strategies and employee compensation plans may impact employees.
Next Steps
- The company expects to have a FINRA-registered broker/dealer submit a Form 15c2-11 to resume having its common stock being traded on the OTC:Pink market.
Key Dates
| Date | Description |
|---|---|
| 1987-03-13 | Company incorporated in Nevada as Lewis Resources, Inc. |
| 2020-05-27 | Company received a $150,000 loan from the Small Business Administration. |
| 2021-06-20 | G. Reed Petersen appointed as Custodian of Myson Group, Inc. |
| 2021-07-08 | Myson Group, Inc. reincorporated in Oklahoma. |
| 2022-05-11 | G. Reed Petersen Irrevocable Trust agreed to sell Series A Preferred Shares to Reddington Partners LLC. |
| 2022-05-17 | Sale of Preferred Shares to Reddington Partners LLC completed. |
| 2022-06-05 | Change of management completed; G. Reed Petersen resigned. |
| 2022-06-06 | Henrik Rouf became sole officer and director. |
| 2022-06-08 | Reddington Partners LLC converted the 1,000 shares of Series A preferred into 10,000,000 shares of our common stock. |
| 2023-03-30 | Company entered into a Reorganization Agreement with Megamile Capital, Inc. |
| 2023-04-04 | Company issued warrants to GK Partners ApS to purchase up to 5,000,000 shares of common stock. |
| 2023-04-12 | Oklahoma Secretary of State accepted the filing of the Certificate of Merger. |
| 2023-05-15 | Company filed an amendment to the Certificate of Incorporation to change its name to Mag Mile Capital, Inc. |
| 2023-06-16 | Name change to Mag Mile Capital, Inc. became effective. |
| 2023-09-05 | Name change and symbol change to MMCP became effective on OTC Markets. |
| 2024-04-18 | Last sales price of common stock on OTC:Pink market was $0.005 per share. |
| 2024-04-24 | Selling Stockholders information as of this date. |
| 2024-04-26 | Date of prospectus. |
Keywords
common stock, registration statement, Mag Mile Capital, resale, selling stockholders, MMCP, OTC Pink Market, reverse merger, real estate financing, emerging growth company
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