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May 6, 2024
Rushi Shah
Chief Executive Officer
Mag Mile Capital, Inc.
1141 W. Randolph St.
Suite 200
Chicago, IL 60607
Re:Mag Mile Capital, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed April 26, 2024
File No. 333-274354
Dear Rushi Shah:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1
Growth Strategies, page 5
1.We note that you "intend to explore potential high-quality acquisition opportunities."
Please expand the disclosure here and in the Risk Factor regarding acquisitions on page
12 to include disclosure as to whether there are any probable acquisitions at this time.

 FirstName LastNameRushi Shah
 Comapany NameMag Mile Capital, Inc.
 May 6, 2024 Page 2
 FirstName LastName
Rushi Shah
Mag Mile Capital, Inc.
May 6, 2024
Page 2
Risk Factors
Risks Related to Our Operations
We may need to raise additional funds and these funds may not be available when needed or may
be available only on unfavorable terms, page 11
2.We note that you discuss going concern issues in MD&A on page 24 and your auditors
have included an explanatory paragraph raising substantial doubt regarding your ability to
continue as a going concern in their report for 2023. Please expand the risk factor
disclosure to include these going concern issues.
Risks Related to our Internal Controls and Accounting Policies
If we are unable to implement and maintain effective internal control over financial reporting...,
page 17
3.Refer to your Item 9A disclosure in the Form 10-K/A filed April 17, 2024. We note that
you are aware of material weaknesses in internal control. Please expand the Risk Factor
disclosure to include a description of these identified material weaknesses.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-1
4.Refer to Note 13. Restatement. Please have the public accounting firm that audited the
restatement of 2022 amounts include an explanatory paragraph in their report that
addresses the restatement. Please similarly revise the audit report included in your Form
10-K/A accordingly.
Note 11. Warrants, page F-13
5.We note that you issued a warrant for 5 million shares at $0.50 per share to GK
Partners on April 4, 2023 and that you recorded stock compensation expense of $1.582
million in 2023. We also note that the warrant was issued to provide incentive to provide
future financings. Disclose, in detail, the basis for your accounting treatment for the
issuance of this warrant, including how you determined whether the warrant is classified
as a derivative instrument, liability or equity, pursuant to ASC 718 as stock compensation
or ASC 815 as a derivative instrument and the basis for your accounting treatment. Also,
address any terms of the warrant regarding the nature of any future performance required
by GK Partners and in what period the performance, if any, is to be provided to the
company in conjunction with the terms of the warrant. Please revise the financial
statements in the Form 10-K/A filed April 17, 2024 accordingly.
Exhibits
6.Please have your auditor correct the date of their report in a currently dated consent.

 FirstName LastNameRushi Shah
 Comapany NameMag Mile Capital, Inc.
 May 6, 2024 Page 3
 FirstName LastName
Rushi Shah
Mag Mile Capital, Inc.
May 6, 2024
Page 3
7.Please file a revised opinion that indicates, if true, that the shares of common stock are
validly issued, fully paid and non-assessable. We also note your legality opinion appears
to qualify counsel’s expertise to opine on the laws of the State of Oklahoma. Please note
that an opinion of counsel with respect to a jurisdiction in which counsel is not admitted to
practice is acceptable so long as the opinion is not qualified as to jurisdiction. File a new
legality opinion (i) from counsel that is admitted to practice in the State of Oklahoma or
(ii) that does not include inappropriate qualifications pertaining to counsel’s expertise. For
guidance, refer to Section II.B.3.b. of Staff Legal Bulletin No. 19.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ernie Stern