MAG MILE CAPITAL, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the Reorganization Agreement,
Within 45 days following the closing of the merger of
The foregoing description of each of the Reorganization Agreement and the Warrant is a summary only and is qualified in its entirety by the full text of the Reorganization Agreement, a copy of which is attached hereto as Exhibit 2.1, and the Warrant, a copy of which is attached hereto as Exhibit 10.l, both of which are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.01.
As of the Closing Date and following the completion of the Merger, the Company had the following outstanding securities:
? 99,345,935 shares of Common stock; and ? 5,000,000 warrants, each exercisable for one share ofMyson common stock at an exercise price of$0.50 per share that is exercisable untilDecember 31,2024 . FORM 10 INFORMATION
Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no
operations, formed as a vehicle to effect a business combination with one or
more operating businesses. After the Closing, the Company assumed the business
of
Cautionary Note Regarding Forward-Looking Statements
The Company makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Company's future financial performance, as well as the Company's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.
2
These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing the Company's views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the . . .
Item 3.02 Unregistered Sales of
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The securities issued in connection with the Reorganization Agreement were not registered under the Securities Act of 1933 (the "Securities Act") in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 4.01 Changes in Registrant's Certifying Accountant.
On
BF Borger's report on the Company's balance sheets as of
28
During the period from
During the period from
The Company has provided BF Borgers with a copy of the disclosures made by the
Company in response to this Item 4.01 and has requested that BF Borgers furnish
the Company with a letter addressed to the
Item 5.01 Changes in Control of the Registrant.
The information set forth in Item 1.01 and in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth under "Management After the Merger" is incorporated herein by reference.
Item 5.06 Change in Shell Company Status.
As a result of the Merger, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. A description of the Merger and the terms of the Reorganization Agreement are included in Item 1.01 of this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The historical audited consolidated financial statements of
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company
for the year ended
The unaudited pro forma condensed combined financial information of the Company
as of and for the six months ended
29
CSF CAPITAL, LLC .
INDEX TO AUDITED FINANCIAL STATEMENTS
Insert page
numbers
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets as of December 31, 2022 , and December 31 , F-32021
Statements of Operations for the years endedDecember 31 , F-4
2022, and
Statements of Cash Flows for the years endedDecember 31 , F-5
2022, and
Notes to the Financial Statements F-6
F-1
[[Image Removed]]
Report of Independent Registered Public Accounting Firm
To the Members of CSF Capital, LLC .
We have audited the accompanying balance sheets of
In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of
Basis for Opinion
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with
the
[[Image Removed: Olayinka oyebola]]
OLAYINKA OYEBOLA & CO. (Chartered Accountants)
We have served as the Company's auditor since
March 28th, 2023 .Lagos, Nigeria F-2 CSF Capital, LLC. Balance Sheets December 31, December 31, 2022 2021 ASSETS Current Assets Cash and cash equivalents$ 374,091 $ 104,707 Account receivables 212,323 33,868 Due from related party 510,468 1,184 Loans receivables 12,500 12,500 Total Current Assets 1,109,382 152,259 Property and equipment, net 41,872 67,775 Related party loan 155,000 155,000 Total Other Assets 196,872 222,775 Total Assets$ 1,306,254 $ 375,034 LIABILITIES AND MEMBERS EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued expenses 82,131 45,994 Loan payable 147,707 149,900 Total Current Liabilities 229,838 195,894 Members Equity Members contribution 616,306 616,306 Accumulated surplus / (deficit) 460,110 (437,166 ) Total Members Equity 1,076,416 179,140
Total Liabilities and Members Equity
The accompanying notes are an integral part of these financial statements.
F-3
CSF Capital, LLC.
Statements of Operations
For the years ended
December 31,
2022 2021
Commission income $ 3,321,837 $ 1,103,406
Commission expense 1,717,786 667,430
Gross profit 1,604,051 435,976
Operating expenses:
General and administrative 680,872 635,942
Depreciation expense 25,903 25,903
Impairment - 33,333
Total operating expenses 706,775 695,178
Profit / (loss) from Operations 897,276 (259,202 )
Other Income / (Expense): Loan forgiveness - 82,335 Total Other Income / (Expense) - 82,335 Provisions for income taxes - - Net income / (loss)$ 897,276 $ (176,867 ) The accompanying notes are an integral part of these financial statements. F-4 CSF Capital, LLC. Statements of Cash Flows For the years ended December 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income / (loss)$ 897,276 $ (176,867 )
Adjustments to reconcile net loss to net cash used in operating activities: Impairment
- 33,333
Depreciation 25,903 25,903
Changes in operating assets and liabilities:
Accounts receivable (178,455 ) (54,821 )
Related party receivables (509,283 ) (1,184 )
Loan receivables - (55,000 )
Accounts payable and accrued expenses 36,137 32,054
Net Cash used in operating activities 271,578 (196,582 )
CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash used in financing activities - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan payable (2,193 ) 36,695
Net Cash provided by financing activities (2,193 ) 36,695
INCREASE (DECREASE) IN CASH 269,385 (159,887 )
CASH AT BEGINNING OF YEAR 104,707 264,594
CASH AT END OF YEAR $ 374,091 $ 104,707
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest Paid $ - $ -
Taxes Paid $ - $ -
The accompanying notes are an integral part of these financial statements.
F-5
CSF Capital, LLC.
Notes to the Financial Statements
December 31, 2022, and 2021
NOTE 1. DESCRIPTION OF BUSINESS
The business purpose of the Company is to advise and broker on debt and equity transactions for commercial real estate owners.
The Company's registered office is located at
The Company's founder and director is
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal year
The Company has selected
Basis of Presentation
The accompanying financial statements have been prepared by the Company in
accordance with accounting principles generally accepted in
Use of Estimates
The preparation of these financial statements in conformity with
Cash and Cash Equivalents
For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred.
F-6 Intangible Assets
The Company accounts for intangible assets under ASC 350-30, Intangibles -
Income taxes
The Company was treated as a partnership for federal and state income tax
purposes with all income tax liabilities and/or benefits being passed through to
its members. As such, no recognition of federal or state income taxes for the
Company has been provided for the years ended
As a limited liability company, the Company's taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal income taxes has been included in the financial statements. In the event of an examination of the Company's tax return, the tax liability of the members could be changed if an adjustment in the Company's income is ultimately sustained by the taxing authorities.
Revenue Recognition
The Company follows ASC 606, Revenue from Contracts with Customers, the core
principle of which is that an entity should recognize revenue to depict the
transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled to receive in
exchange for those goods or services. To achieve this core principle, five basic
criteria must be met before revenue can be recognized: (1) identify the contract
with a customer; (2) identify the performance obligations in the contract; (3)
determine the transaction price; (4) allocate the transaction price to
performance obligations in the contract; and (5) recognize revenue when or as
the Company satisfies a performance obligation. During the year ended
Cost of Revenue
Cost of revenues includes commission expense paid during the years.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
? Level 1 - inputs to the valuation methodology are quoted prices (unadjusted)
for identical assets or liabilities in active markets.
? Level 2 - inputs to the valuation methodology include quoted prices for
similar assets and liabilities in active markets, quoted market prices for
identical or similar assets in markets that are not active, inputs other than
quoted prices that are observable, and inputs derived from or corroborated by
observable market data.
? Level 3 - inputs to the valuation methodology are unobservable.
F-7
Unless otherwise disclosed, the fair value of the Company's financial
instruments, including cash, accounts receivable, and prepaid expenses,
short-term borrowings, accounts payable, due to related parties, and other
payables and other current liabilities, approximate the fair value of the
respective assets and liabilities as of
Income Taxes
The Company has adopted ASC Topic 740 - Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Recent accounting pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment, net consists of the following:
December 31, December 31,
2022 2021
Leasehold Improvement $ 32,125 $ 32,125
Computer 11,770 11,770
Equipment 147,409 147,409
Total 191,304 191,304Less: accumulated depreciation and amortization (149,432 ) (123,529 ) Total property and equipment, net
$ 41,872 $ 67,775
Depreciation expense amounted to
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