Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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

Overview

Results of Operations

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Revenue and Gross Margin

Our revenue from commission income for the years ended December 31, 2025 and 2024, was $4,062,250 and $2,051,443, respectively, an increase of $2,010,807 or 98%. On October 24, 2025, the Company closed a $59 million refinance transaction and a $14.5 million transaction with the HKB Hotels Group resulting in gross revenue of $1.045 million. This deal was consummated at the marketing event in Lisbon in early August. The COO of HKB Hotels and Managing Director of Barclays were present at the event. In addition, revenue has increased due to several new large loans originated through the Commercial Mortgage Backed Securities ("CMBS").

Our commission expense for the years ended December 31, 2025 and 2024, was $1,639,923 and $870,434, respectively, an increase of $769,489 or 88.4%. We saw an increase in commission expenses due to the increase in revenue and for deals closed by loan originators with beneficial commission structures.

Our commission expense - related party, for the years ended December 31, 2025 and 2024, was $1,039,088 and $522,749, respectively, an increase of $516,339 or 98.8%. Related party commission expense increased due to more deals originated by the Chairman and CEO. Related party commission expense is for commission paid to Park River Investments, LLC, a company owned by the Chairman and CEO, where the Chairman and CEO was the procuring cause for the revenue.

Gross margin is our main revenue metric as it is net of commissions paid. We had a gross margin of $1,383,239 for the year ended December 31, 2025, compared to $658,260 for the year ended December 31, 2024, an increase of $724,979 or 110.1%. The increase in our gross margin is due in part to reconfigured commissions by slightly reducing overrides. Furthermore, when the Company closes deals for more profitable originators, it generates higher gross margin compared to lower-profit originators. Overall, the percentage increase in revenue was approximately 10% higher than the increase to commission expense (third party).

Operating Expenses

Professional fees for the years ended December 31, 2025 and 2024, were $72,914 and $91,764, respectively, a decrease of $18,850 or 20.5%. Professional fees consist mainly of legal, audit and accounting fees. The decrease in the current year is the result of a decrease in accounting fees of $8,750 and a decrease in legal fees of $10,028.

Consulting expense for the years ended December 31, 2025 and 2024, was $138,750 and $30,450, respectively, an increase of $108,300 or 355.7%. In the current year we recognized $138,750 of non-cash consulting expense, that had been in prepaids, for common stock issued in a prior period.

Payroll expense for the years ended December 31, 2025 and 2024, was $406,948 and $281,911, respectively, an increase of $125,037 or 44.4%. Payroll expense increased due to a bonus paid to the analyst and an increase of the amount of salary paid to the CEO. Salary paid to the CEO is often dependent upon the availability of funds.

General and administrative expenses for the years ended December 31, 2025 and 2024, were $879,610 and $528,709, respectively, an increase of $350,901 or 66.4%. In the current period we had an increase of travel expense of approximately $50,000 and marketing expenses of $293,000. In August 2025, we had an extraordinary marketing expense where we hosted a party in Lisbon, Portugal attended by the Chairman, clients, vendors, employees, and existing and prospective shareholders. The Company hired Osiris Events as a DMC - Destination Management Company. They were the event management company that planned the entire event. The event was used as a marketing and activation tactic for some of our largest clients. This event helped the Company close a large transaction in October 2025 with a client and a capital source that were present at the party in Lisbon. The rationale behind this expense was to celebrate Mag Mile Capital's success and its clients, shareholders, employees, and capital sources' trust in the CEO - Rushi Shah for many years.

Other Expense

We incurred interest expense of $8,772 for the year ended December 31, 2025, compared to $8,772 for the year ended December 31, 2024.

Net Loss

We had a net loss of $123,755 for the year ended December 31, 2025, compared to a net loss of $283,346 for the year ended December 31, 2024. The decrease to our net loss of $159,591 is mainly due to the increase of our gross margin.

Liquidity and Capital Resources.

As of December 31, 2025, we had cash of $513,777 and a working capital deficit of $144,294.

During the year ended December 31, 2025, $513,293 of cash was provided by operating activities. Our cash flows provided by operating activities is primarily a result of (i) our net loss of $123,755, adjusted for non-cash activity of $149,157 and (ii) and a net change in operating assets and liabilities of $487,891.

During the year ended December 31, 2024, we used $55,738 of cash in operating activities. Our cash flows used in operating activities is primarily a result of (i) our net loss of $283,346, adjusted for non-cash activity of $73,744 and (ii) and a net change in operating assets and liabilities of $153,864.

We used no cash in investing activities for the years ended December 31, 2025 and 2024.

We used no cash, nor were provided with any cash from financing activities for the years ended December 31, 2025 and 2024.

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.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $3,095,569 at December 31, 2025, had a net loss of $123,755 and received net cash from operating activities of $513,293 for the year ended December 31, 2025. The Company's ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company's operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect reported amounts and disclosures. We consider draws against commissions to be our most significant accounting estimate. This estimate involves significant judgment, and actual results may differ materially.

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Draws against commissions, advances are provided to employees based on expected commissions and are repaid from future commission earnings. Occasionally advances are not recouped due to employees' low sales and/or no longer being employed by the Company

Refer to Note 2 of our consolidated financial statements contained elsewhere in this Annual Report on Form 10-K for a summary of our significant accounting policies and recently adopting and issued accounting standards.