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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form
 10-K/A

 (Amendment
No. 1)

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _______ to ________

 Commission
file number: 001-41592

 MGO
 GLOBAL INC.

 (Exact
 name of registrant as specified in its charter)

 Delaware

 87-3929852

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer Identification No.)

 1515
 SE 17th Street, Suite 121/#460236, Ft. Lauderdale, Fl

 33346

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (347) 913-3316

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered

 common
 stock, par value $0.00001 per share

 MGOL

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," "emerging growth company"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 Filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold as of the last business day of the registrant's most recently completed second fiscal quarter was
$ 15,949,668.

 As
of April 1, 2024, there were 16,293,381 shares of common stock, par value $0.00001 per share, issued and
outstanding.

 EXPLANATORY NOTE

 This
amendment is being filed (i) to reissue consolidated financial statements of MGO Global Inc. (the "Company"), including
the notes to the consolidated financial statements, for the year ended December 31, 2022 and any other financial information as of
December 31, 2022, contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the
Securities and Exchange Commission on April 1, 2024 ("Form 10-K"), and (ii) to amend disclosures in related party
transactions section under Part III Item 13 of Form 10-K.

 The following items have
been amended to reflect the reissuance:

 Part II, Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations

 Part II, Item 8. Financial
Statements and Supplementary Data

 Part III, Item 13. Certain
Relationship and Related Transactions, and Director Independence

 Part IV, Item 15. Exhibits,
Financial Statements, Schedules

 In addition, the Company's
Principal Executive and Principal Financial Officer has provided new certifications dated as of the date of this filing in connection
with this amendment to Form 10-K (Exhibits 31.1, 31.2, 32.1 and 32.2).

 Except as described above, no other portion of Form
10-K is being amended and this amendment does not reflect any events occurring after the filing of Form 10-K.

 MGO
GLOBAL INC.

 TABLE
OF CONTENTS

 ITEM 7.

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

 ITEM 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 15.

 EXHIBITS,
 FINANCIAL STATEMENTS, SCHEDULES

 INDEX TO FINANCIAL
 STATEMENTS

 PART
II

 ITEM
 7.
 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion highlights the principal factors that have affected our financial condition and results of operations as well as
our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our Consolidated Financial
Statements and the related notes included in Item 8 of this Form 10-K. This discussion contains forward-looking statements. Please see
the explanatory note concerning "Forward-Looking Statements" in Part I of this Annual Report on Form 10-K and Item 1A. Risk
Factors for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements. The operating
results for the periods presented were not materially affected by inflation.

 Overview

 Founded
in October 2018 and headquartered in Florida with remote employees and specialty contractors in London, New York and Latin America, MGO
Global Inc. ("MGO," "MGO Global," the "Company," "we," "our" and "us")
has built a brand acceleration platform with a focus on the acquisition, optimization and monetization of consumer brands across multiple
categories. Our mission is to provide customers with unmatched variety, quality and shopping experience, while adding considerable value
for MGO's shareholders.

 Our
accomplished leadership team encompasses decades of experience in building successful global lifestyle brands, including fashion design,
marketing, technology, corporate finance and branding. We strive to continually push innovation and evolution of the consumer product
cycle without compromising quality and design integrity. Through our end-to-end, scalable brand-building platform, backed by robust consumer
behavioral data, we are engaged in nurturing digitally native brands that will thrive in the modern Direct to Consumer ("DTC")
economy.

 In
2018, MGO signed a global licensing agreement with, LMM, soccer legend Lionel Messi's licensing and management company and created
the " Messi Brand " – a line of casual wear and accessories inspired by his trend-setting style and offered on
 The Messi Store (www.themessistore.com). Designed by MGO co-founder and Chief Brand Officer, Virginia Hilfiger, the Messi Brand 's
DNA is rooted in Messi's personal style and emphasizes accessibility, comfort and ease.

 In March 2024, we assigned our
global licensing agreement with LMM ("LMM License Agreement") to Centric Brands, LLC ("Centric"). Centric is a
global leading lifestyle brand collective that has expertise in product design, development and sourcing; retail and digital commerce;
marketing and brand building. Centric designs, sources, markets, and sells high-quality products in the kid's, men's and women's
apparel, accessories, beauty, and entertainment categories. The company's portfolio includes licenses for more than 100 iconic brands,
including Calvin Klein, Tommy Hilfiger, Nautica, Spyder, and Under Armour in the kid's category; Joe's
Jeans, Buffalo, Herv L ger, and IZOD in the men's and women's apparel category; Coach,
Kate Spade, Michael Kors, All Saints, Frye, Timberland, Hunter, and Jessica Simpson in the accessories
category; and in the entertainment category, Disney, Marvel, Nickelodeon, and Warner Brothers among many others. The
company also owns and operates Zac Posen, Hudson, Robert Graham, Avirex, Fiorelli, and Taste Beauty and
operates a joint venture brand, Favorite Daughter, with Sara and Erin Foster. The company's products are sold through leading mass-market
retailers, specialty and department stores, and online. The company is headquartered in New York City, with U.S. offices in Los Angeles
and Greensboro, and international offices in Asia, Europe, Montreal, and Toronto. In connection with the assignment of the LMM License
Agreement, Centric paid MGO $2,000,000 in cash and assumed the obligation to pay 1,500,000 in aggregate royalty payments due to
LMM in 2024. See Note 14 – Subsequent Events included in the Notes to the Consolidated Financial Statements for the years
ended December 31, 2023 and 2022.

 While the Messi Brand was
previously the only asset in our portfolio through early 2023, our business model has remained centered on strategic expansion through
collaborations, licensing, acquisitions and organic development. As our brand portfolio expands, we intend to drive the commercial value
of each brand through our own DTC platform methodologies, ensuring that each brand maintains its own unique identity while remaining thoughtfully
aligned with the values of our customers.

 In
November 2022, we formed MGO Digital LLC, a wholly owned subsidiary which leverages data analytics, advanced technology-enabled marketing
and our leadership team's industry relationships and expertise to identify, incubate and introduce to market new, authentic brand
concepts.

 In
March 2023, MGO obtained a royalty-free, worldwide and exclusive license to the assets of Stand CO, LLC, a DTC digitally native brand
which offers a line of high quality, residential flagpoles, American flags, solar flagpole light kits, flagpole finials, patriotic-themed
apparel and other products. Stand Flagpoles brought to MGO's brand portfolio immediate revenue generation and the opportunity
to further demonstrate the benefits of its end-to-end, data-driven brand-building platform to help accelerate and optimize long-term
growth. In late March 2023, the Company formed Americana Liberty, LLC, a wholly owned subsidiary focused exclusively on supporting the
new DTC flagpole and related product line.

 Guided
by the Company's expertise and fueled by our team's passion to ultimately grow MGO into a major lifestyle brand portfolio
company and its brands into universally recognized symbols of excellence, MGO is committed to exceeding our partners' and customers'
expectations by creating and delivering innovative, premium lifestyle consumer products and earning lifetime fidelity to our DTC brands
through high-touch customer engagement, service and attention.

 Critical
Accounting Policies and Estimates

 Our
management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("US
GAAP"). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amount of revenues and expenses during the reporting period. Our most critical estimates include those related
to revenue recognition, inventories and reserves for excess and obsolescence, accounting for stock-based awards, and income taxes. On
an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors
that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value
of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under
different assumptions or conditions.

 We
believe the following critical accounting estimates affect the more significant judgments and estimates used in preparing our consolidated
financial statements. Please see Note 2 to our consolidated financial statements, which are included in Item15 "Financial Statements
and Supplementary Data" of this Annual Report, for our Summary of Significant Accounting Policies. There have been no material
changes made to the critical accounting estimates during the periods presented in the consolidated financial statements.

 Income
Taxes

 The
Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns.
In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in
the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company
establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized.

 The
Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on
its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax
authorities. Income tax positions that previously failed to meet the more likely than not threshold is recognized in the first
subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the
more likely than not threshold is derecognized in the first subsequent financial reporting period in which that threshold is no
longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the
accompanying consolidated statements of operations as income tax expense.

consists of raw materials and finished goods ready for sale and is stated at the lower of cost or net realizable value. We value inventories
using the weighted average costing method. Net realizable value is the estimated selling price in the ordinary course of business, less
reasonably predictable costs of completion, disposal and transportation. We regularly review inventory and consider forecasts of future
demand, market conditions and product obsolescence. If the estimated realized value of our inventory is less than cost, we make provisions
in order to reduce its carrying value to its estimated net realizable value. As of December 31, 2023 and December 31, 2022, the Company
had $25,000 and $0 of inventory obsolescence expense, respectively.

 Stock-Based
Compensation

 Stock-based
compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the requisite service
period. The Company estimates the fair value of each stock-based award on the measurement date using the Black-Scholes option valuation
model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate and dividend
yield.

 Property
and Equipment, Net

 Property
and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on
the straight-line method over their estimated useful lives or lease terms generally as follows:

 Classification

 Useful
 Life

 Computer

 Equipment

 Internal use software

 Revenue
Recognition

 The
Company recognizes revenues when its customer obtains control of promised goods or services in an amount that reflects the consideration
which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under
ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues
when (or as) we satisfy the performance obligation.

 Revenue
transactions associated with the sale of The Messi Brand and Stand Flagpoles products comprise a single performance obligation,
which consists of the sale of products to customers either through direct wholesale or online sales through our website www.themessistore.com
 and www.standflagpole.com. We satisfy the performance obligation and record revenues when transfer of control to the customer has
occurred, based on the terms of sale. A customer is considered to have control once they are able to direct the use and receive substantially
all of the benefits of the product. Control is transferred to wholesale customers upon shipment or upon receipt depending on the country
of the sale and the agreement with the customer. Control transfers to online customers at the time of shipment. The transaction price
is determined based upon the invoiced sales price, less anticipated sales returns, discounts and miscellaneous claims from customers.
Payment terms for wholesale transactions depend on the country of sale or agreement with the customer, and payment is generally required
within 30 days or less of shipment to or receipt by the wholesale customer. Payment is due at the time of sale for direct wholesale and
online transactions.

 Results
of Operations

 Year
Ended December 31, 2023 as Compared to Year Ended December 31, 2022

 The
following table provides certain selected financial information for the periods presented:

 $ Change

 % Change

 Revenue, net

 $
 5,359,875

 $

 $
 4,311,863

 %

 Cost of sales

 2,013,095

 419,573

 1,593,522

 %

 Gross profit

 3,346,780

 628,439

 2,718,341

 %

 Gross profit percentage

 62.44
 %

 67.78
 %

 Total operating expenses

 10,729,640

 3,303,694

 7,425,946

 %

 Operating loss

 (7,382,860
)

 (2,675,255
)

 (4,707,605
)

 %

 Total other (income) expenses

 (12,395
)

 202,102

 (214,497
)

 (106
)%

 $
 (7,370,465
)

 $
 (2,877,357
)

 $
 (4,493,108
)

 %

 Less: net loss attributable to non-controlling interest

 (227,061
)

 (294,411
)

 67,530

 (23
)%

 Net loss attributable to MGO stockholders

 $
 (7,143,404
)

 $
 (2,582,946
)

 $
 (4,560,458
)

 %

 Revenues

 For
the year ended December 31, 2023, net revenues increased 411% to $5,359,875 as compared to $1,048,012 reported for the year ended December
31, 2022. The increase stemmed from the launch of Stand Flagpoles in mid-March 2023, accounting for $3,668,927 in sales generated
through Stand Flagpole 's ecommerce website. The Messi Brand also generated an increase in net sales of $642,936 year
over year.

 Cost
of Sales

 Cost of sales for the year ended December 31, 2023 totaled $2,013,095,
representing a 380% increase compared to $419,573 for the year ended December 31, 2022. The increases in costs of sales was largely due
to the launch of Stand Flagpoles in mid-March 2023, accounting for $966,065 in cost of sales. The Messi Brand cost of sales
also increased relative to an increase in net sales. Total cost of sales for the Messi Brand increased $480,186 due to the increase
in net sales for the year ended December 31, 2023, which also included a $25,000 inventory reserve.

 Gross
Profit

 For
the year ended December 31, 2023, gross profit on revenues increased 433% to $3,346,780 compared to gross profit of $628,439 reported
for the prior year.

 Operating
Expenses

 Total
operating expenses for the year ended December 31, 2023, increased 225% to $10,729,640 as compared to $3,303,694 for the previous
year. The increase was primarily due to a significant increase in marketing and e-commerce expenses coupled with payroll &
independent contractor expenses related to the launch of the Stand Flagpole brand, stock-based compensation expense for stock
options and restricted stock units and higher legal, accounting and specialty consulting expenses associated with public company
overhead expenses due to the Company completing its Initial Public Offering in mid-January 2023.

 Other
(Income) Expenses

 For the year ended December 31, 2023, total other (income) expenses increased
106% to other income of $12,395, up from other expenses of $202,102 reported for the prior year. Total other (income) expenses were primarily
associated with interest income on cash balances and remeasurement of foreign currency transactions into U.S. dollars and recorded as
finance charges.

 Net
Loss

 For
the year ended December 31, 2023, net loss before factoring the net loss attributable to noncontrolling interest of $227,061, increased
177% to $7,143,404, compared to a net loss of $2,582,946 before accounting for a net loss attributable to noncontrolling interest of
$294,411 reported for the year ended December 31, 2022.

 Cash
Flows

 As
of December 31, 2023, cash on hand was $934,911, as compared to $113,952 as of December 31, 2022. For the year ended December 31,
2023, cash used in operating activities was $6,978,788, an increase of $5,295,496, compared to $1,683,292 for the year ended
December 31, 2022. The increase in cash used in operating activities was mainly driven by an increase in operating loss primarily
driven by additional operating costs for Stand Flagpoles operating
segment and public company overhead costs, purchases of inventory, decrease in accrued payroll expense and an increase in
prepaid expenses over the prior year.

 For
the years ended December 31, 2023 and 2022, cash used in our investing activities was $325,964 and $0, respectively.

 For
the year ended December 31, 2023, cash provided by financing activities was $8,125,711, an increase of $6,416,389 as compared to
cash provided by financing activities totaling $1,709,322 for the year ended December 31, 2022. The increase was primarily
attributable to an increase in the amount of funds raised in the IPO and exercises of warrants in conjunction with the IPO in
January 2023, net of expenses of $1,065,145.

 Liquidity
and Capital Resources

 As
of December 31, 2023, we had positive working capital of $602,286. For the year ended December 31, 2023, we incurred a loss from
operations of $7,382,860, inclusive of $1,269,556 for royalty expenses, $4,128,771 of marketing and e-commerce expenses, $5,331,313
for general and administrative fees including professional fees primarily associated with becoming a public company, namely legal,
audit, accounting, SEC reporting, Nasdaq listing and specialized consultants. This compared to a loss from operations as of December
31, 2022 of $2,675,255, inclusive of $1,273,105 for royalty payments, $515,673 for
marketing and e-commerce expenses, and $1,514,916 of selling, general and administrative expenses.

 Subsequent
to the end of 2023, we filed a shelf registration statement on Form S-3 ("S-3") to provide our Company with the flexibility
to issue and sell securities if and when deemed appropriate to support our ongoing business operations and in the best interest of our
shareholders. The S-3 contained two prospectuses: i) a base prospectus that covers the potential offering, issuance and sale from time
to time of our common stock, preferred stock, warrants, debt securities, and units in one or more offerings with a total value of up
to $100,000,000; and ii) a sales agreement prospectus covering the potential offering, issuance and sale from time to time of shares
of our common stock having an aggregate gross sales price of up to $1,650,000 pursuant to an equity distribution agreement entered into
with the New York-based investment banking firm, Maxim Group LLC ("At-the-Market Offering" or "ATM"). As of the date of this filing, we have received net proceeds from sales
of our common stock pursuant to the ATM totaling an aggregate $670,160. See Note 14 in our consolidated financial statements.

 For
the year ended December 31, 2022, we raised capital of $1,712,564, net of $212,436 in issuance costs, as a result of the sale of 1,925,000 shares of common stock in connection
with pre-IPO private placements.

 We
have continued to incur losses from operations. Moreover, we do not believe we have sufficient cash to meet our anticipated operating
costs and capital expenditure requirements through the next 12 months, thus we may need to raise additional capital to fund the Company's
growth and future business operations. However, we cannot be certain that additional funding will be available on acceptable terms, or
at all. If we are not able to secure additional funding when needed to support our business growth and to respond to business challenges,
we may have to delay or reduce the scope of our planned strategic growth initiatives. Moreover, any additional equity financing that
we obtain may dilute the ownership held by our existing shareholders. The economic dilution to our shareholders will be significant if
our stock price does not materially increase, or if the effective price of any sale is below the price paid by a particular shareholder.
Any debt financing could involve substantial restrictions on activities and creditors could seek additional pledges of some or all of
our assets. If we fail to obtain additional funding as needed, we may be forced to cease or scale back operations, and our results, financial
conditions and stock price would be adversely affected. As such, these factors, among others, raise substantial doubt about the ability
of the Company to continue as a going concern for a reasonable period.

 Off-Balance
Sheet Arrangements

 On
December 31, 2023, we did not have any 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, revenue or expenses, results of operations, liquidity, capital expenditures
or capital resources. Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements,
including the use of structured finance, special purpose entities or variable interest entities. 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.

 Contractual
Obligations

 Material
contractual obligations arising in the normal course of business primarily consist of royalty payments to LMM, principal and interest
payments for loans made with PayPal, principal and interest payments for operating leases and other purchase obligations. See Notes 6,
10, 12 and 14 to the consolidated financial statements for amounts outstanding as of December 31, 2023 for these contractual obligations.

 Inflation

 During
2023, inflation has adversely affected our business, financial condition and results of operations by increasing our overall cost structure
and such affects will be further exacerbated if we are unable to achieve commensurate increases in the prices we charge our customers.
The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, shipping
costs, supply shortages, increased costs of labor, weakening exchange rates, and other similar effects. As a result of inflation, we
have experienced and may continue to experience, cost increases. In addition, poor economic and market conditions, including a potential
recession, may negatively impact market sentiment, decreasing the demand for sportswear and outerwear, which would adversely affect our
operating income and results of operations. If we are unable to take effective measures in a timely manner to mitigate the impact of
inflation, as well as a potential recession, our business, financial condition and results of operations could be adversely affected.

 Climate
Change

 Our
opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any
material effect on our operations.

 Recently
Issued Accounting Pronouncements Not Yet Adopted

 In
November 2023, the FASB issued Accounting Standards Update 2023-07 – Segment Reporting (Topic ASC 280) Improvements to Reportable
Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant
segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to
the Chief Operating Decision Maker ("CODM") and included within each reported measure of segment profit or loss, require
disclosure of other segment items by reportable segment and a description of the composition of other segment items, require
annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by
the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit
or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update
and required under ASC 280. ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023,
with early adoption permitted. We do not expect that this guidance will have a material impact upon our financial position and results
of operations.

 In
December 2023, the FASB issued Accounting Standards Update 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves
the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate
reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness
of income tax disclosures. The amendments in ASU 2023-09 will become effective beginning of our 2025 fiscal year. Early adoption is permitted
for annual financial statements that have not yet been issued or made available for issuance. We do not expect that this guidance will
have a material impact upon our financial position and results of operations.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required
by this Item.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 Our
financial statements are contained on pages F-1 through F-24, which appear at the end of this Annual Report on Form 10-K.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Related
Party Transactions

 The Company borrowed $39,642 from and paid $21,976 to our Chairman and
CEO, Maximiliano Ojeda, for the year ended December 31, 2022. The Company borrowed $5,914 from and paid $3,000 to our Chief Brand Officer,
Virginia Hilfiger, for the year ended December 31, 2022. The Company borrowed $0 and paid $52,404 to Mr. Ojeda, $23,844 to Mr. Groves
and $47,602 to Ms. Hilfiger for the year ended December 31, 2023. These borrowings did not have a fixed maturity date or stated rate of
interest. As of December 31, 2023 and December 31, 2022, the balance of loans payable to Mr. Ojeda, Mr. Groves and Ms. Hilfiger was $0
and $123,850, respectively.

 The
accounts payable owed to our Chairman and CEO as of December 31, 2023 and December 31, 2022 was $423 and $0, respectively.

 The
accounts payable owed to our Chief Brand Officer and Director as of December 31, 2023 and December 31, 2022 was $0 and $11,600, respectively,
for monthly rent expense paid by Virginia Hilfiger.

 The
accounts payable owed to our Chief Operating Officer as of December 31, 2023 and December 31, 2022 was $0 and $10,933, respectively.

 The
accounts payable owed to our Board of Directors as of December 31, 2023 and December 31, 2022 was $32,547 and $0, respectively for quarterly
board fees.

 The
accounts payable owed to our employees and consultants as of December 31, 2023 and December 31, 2022 was $17,911 and $0, respectively,
for expense reports and contractor expenses.

 During
the year ended December 31, 2023 and 2022, related party imputed interest was $0 and $13,420, respectively. The imputed interest was
recorded as interest expense and an increase in additional paid-in capital based on a rate of 12%.

 The
accrued payroll owed to our CEO, COO, Chief Brand Officer and employees and contractors as of December 31, 2023 and December 2022
was $367,230 and $764,050, respectively, inclusive of bonuses.

 On
May 11, 2023, we executed a 12-month consulting agreement with Jason Harward ("Consultant"), the owner of Stand and nephew
of Matt Harward, MGO's former Chief Marketing Officer. See Note 14. As of December 31, 2023, $150,000 was paid in cash to
the Consultant, $200,000 was accrued in selling, general, administrative expense and $109,679 was recorded as stock based compensation
for the fair value of the restricted stock units as of December 31, 2023.

 PART
IV

 ITEM
 15.

 EXHIBIT
 AND FINANCIAL STATEMENT SCHEDULES

 (a)
Financial Statements and Financial Statement Schedules are set forth under Part II, Item 8 of this report.

 (b)
Exhibits

 See
the Exhibit Index immediately preceding the signature page of this Annual Report.

 EXHIBIT

 Exhibit
 No.

 Description

 3.1*

 and Restated Certificate of Incorporation dated August 29, 2022

 3.2*

 and Restated Bylaws of MGO Global Inc. dated December 28, 2022

 4.1*

 Form
 of Representative's Warrant in connection with the Company's initial public offering

 4.2*

 Form
 of Warrant issued to investors in private placement

 4.3*

 Form
 of Placement Agent Warrant issued in first private placement

 4.4*

 Form
 of Placement Agent Warrant issued in second private placement

 4.5***

 Description of Registrant's securities

 10.1
 *

 Trademark
 License Agreement between MGOTEAM 1 LLC and Leo Messi Management SL dated November 20, 2021

 10.2
 *

 Form
 of 2022 Equity Incentive Plan

 10.3
 *

 and Restated Executive Employment Agreement between MGO Global Inc. and Maximiliano Ojeda dated October 13, 2022

 10.4
 *

 and Restated Executive Employment Agreement between MGO Global Inc. and Virginia Hilfiger dated October 13, 2022

 10.5
 *

 and Restated Executive Employment Agreement between MGO Global Inc. and Julian Groves dated October 13, 2022

 10.6
 *

 and Restated Executive Employment Agreement between MGO Global Inc. and Matt Harward dated October 24, 2022

 10.7*

 Form
 of Subscription Agreement for first private placement

 10.8*

 Form
 of Subscription Agreement for second private placement

 10.9 *

 Consulting
 Services Agreement between MGO Global Inc. and Martin Scott dated December 6, 2022

 10.10 *

 and Restated Independent Contractor Agreement between MGO Global Inc. and Vincent Ottomanelli dated December 2, 2022

 10.11*

 Equity
 Joint Venture Contract dated August 29, 2019 among Shanghai Celebrity Import and Export Co., LTD. and MGOTEAM LLC

 10.12

 Letter of Intent for acquisition of certain assets of Stand Co, LLC by MGO Global Inc., dated March 13, 2023 (incorporated by reference to Exhibit 10.1 of the Company's current report on the form 8-K filed with the SEC on March 17, 2023)

 10.1 3

 Commercial license agreement between MGO Global Inc. and Stand CO LLC, dated May 11, 2023 (incorporated by reference to Exhibit 10.14 of the Company's quarterly report on the form 10-Q filed with the SEC on May 15, 2023)

 10.14

 Consulting agreement between MGO Global Inc. and Jason Harward, dated May 11, 2023 ( incorporated by reference to Exhibit 10.15 of the Company's quarterly report on the form 10-Q filed with the SEC on May 15, 2023)

 10.15

 Offer letter between MGO Global Inc. and Dana Perez, dated January 15, 2024 (incorporated by reference to Exhibit 10.1 of the Company's current report on the form 8-K filed with the SEC on January 19, 2024)

 10.16

 Settlement Agreement between MGO Global Inc. and Matthew Harward, dated February 6, 2024 ( incorporated by reference to Exhibit 10.1 of the Company's current report on the form 8-K filed with the SEC on February 12, 2024)

 10.17

 Term Sheet by and between MGO Global Inc., MGOTEAM 1 LLC and Centric Brands LLC dated March 20, 2024 (incorporated by reference to Exhibit 10.2 of the Company's current report on the form 8-K filed with the SEC on March 26, 2024)

 10.18

 Deed of Novation, Assignment and Assumption by and between MGOTEAM 1 LLC, Leo Messi Management S.L. and Centric Brands LLC dated March 21, 2024 (incorporated by reference to Exhibit 10.3 of the Company's current report on the form 8-K filed with the SEC on March 26, 2024)

 10.19***

 Form of Amendment No. 1 to the Amended and Restated Executive Employment Agreement between MGO Global Inc. and Maximiliano Ojeda dated October 13, 2022

 10.20***

 Form of Amendment No. 1 to Amended and Restated Executive Employment Agreement between MGO Global Inc. and Virginia Hilfiger dated October 13, 2022

 10.21***

 Form of Amendment No. 1 to Amended and Restated Executive Employment Agreement between MGO Global Inc. and Julian Groves dated October 13, 2022

 14.1*

 Code
 of Ethics and Business Conduct

 16.1

 Letter
 dated as of December 22, 2023, from BF Borgers CPA PC ( incorporated
 by reference to Exhibit 16.1 of the Company's current report on the form 8-K filed with the SEC on December 27,
 2023)

 19.1***

 MGO Global Inc. Insider Trading Policy dated July 3, 2023

 21.1***

 List of Subsidiaries

 97.1***

 MGO Global Inc.'s Clawback Policy

 99.1*

 Audit
 Committee Charter

 99.2*

 Compensation
 Committee Charter

 99.3*

 Nominating
 and Corporate Governance Committee Charter

 23.1

 Consent of Assurance Dimensions Inc.

 31.1

 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of the Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certification of the Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Incorporated by reference to the Company's Registration Statement on Form S-1 (No. 333-268484), filed with the SEC on December
30, 2022.

 Executive
 compensation plan or arrangement.

 portions
 were redacted.

 ** Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any
registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise
specifically stated in such filing.

 *** Previously filed.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 MGO
 GLOBAL INC.

 Dated:

 By:

 /s/
 Maximiliano Ojeda

 Maximiliano
 Ojeda

 Chief
 Executive Officer and Chairman of the Board

 Dated:

 By:

 /s/
 Dana Perez

 Dana
 Perez

 Chief
 Financial Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signatures

 Title

 Date

 /s/
 Maximiliano Ojeda

 Chairman
 of the Board and CEO

 Maximiliano
 Ojeda

 (Principal
 Executive Officer)

 /s/
 Dana Perez

 Chief
 Financial Officer

 Dana Perez

 (Principal
 Financial and Accounting Officer)

 /s/
 Virginia Hilfiger

 Virginia
 Hilfiger

 /s/
 Julian Groves

 Julian
 Groves

 /s/
 Ping Rawson

 Ping
 Rawson

 /s/
 Obie McKenzie

 Obie
 McKenzie

 /s/
 Jeffrey Lerner

 Jeffrey
 Lerner

 /s/
 Paul Wahlgren

 Paul
 Wahlgren

TO FINANCIAL STATEMENTS

 Contents

 Page
 No.

 Report
of Independent Registered Public Accounting Firm (PCAOB ID: 5036)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

 MGO Global, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of MGO Global, Inc. (the Company) as of December 31, 2023 and 2022 and the
related consolidated statements of operations, changes in stockholders' equity(deficit), and cash flows for each of the two
years in the period ended December 31, 2023 and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the period ended December
31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph- Going Concern

 The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring
losses for the years ended December 31, 2023 and 2022. The Company had a net loss of $7,370,465 and $2,877,357 and net cash
used in operating activities of $6,978,788 and $1,683,292, respectively. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provides a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters to be communicated, are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments.

 We
did not identify any critical audit matters that need to be communicated.

 We
have served as the Company's auditor since 2023.

 Margate, Florida

 ASSURANCE
DIMENSIONS, LLC

 also
d/b/a McNAMARA and ASSOCIATES, LLC

 TAMPA
BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

 JACKSONVILLE:
4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

 ORLANDO:
 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

 SOUTH FLORIDA:
2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053

 www.assurancedimensions.com

 "Assurance Dimensions" is
the brand name under which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred together as
"AD LLC") and AD Advisors, LLC ("AD Advisors"),
provide professional services. AD LLC and AD Advisors practice
as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional
standards. AD LLC is a licensed independent CPA firm that provides attest services to its
clients, and AD Advisors provide tax and business consulting services to their clients. AD
Advisors, and its subsidiary entities are not licensed CPA firms.

 F- 2

 MGO

 CONSOLIDATED
BALANCE SHEETS

 As of December 31,

 As of December 31,

 2023

 2022

 Assets

 Current assets:

 Cash and cash equivalents

 $
 934,911

 $
 113,952

 Accounts Receivable, net

 64,474

 101,837

 Inventories, net of allowance of $ 25,000 and $ 0, respectively

 724,553

 69,546

 Other current assets

 15,364

 7,864

 Prepaid royalty expense

 -

 147,769

 Prepaid expenses

 183,146

 -

 Total current assets

 1,922,448

 440,968

 Property and equipment, net

 319,462

 -

 Total assets

 $
 2,241,910

 $
 440,968

 Liabilities and stockholders' equity (deficit)

 Current liabilities:

 Accounts payable

 $
 397,192

 648,129

 Accounts payable - related party

 50,881

 22,533

 Accounts payable

 50,881

 22,533

 Accrued liabilities

 449,665

 52,540

 Accrued royalty expense

 55,194

 -

 Accrued payroll

 367,230

 764,050

 Other current liabilities

 -

 13,634

 Loan payable

 -

 10,793

 Loan payable - related party

 -

 123,850

 Loan payable

 -

 123,850

 Total current liabilities

 1,320,162

 1,635,529

 Total liabilities

 1,320,162

 1,635,529

 Commitments and contingencies (Note 12)

 –

 –

 Stockholders' equity (deficit):

 Common stock, par value $ 0.00001, authorized 150,000,000 shares; 14,266,125 and 11,689,230 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

 Additional paid in capital

 14,450,087

 4,963,340

 Accumulated deficit

 ( 12,940,040
)

 ( 5,796,636
)

 Total MGO stockholders' equity (deficit)

 1,510,191

 ( 833,179
)

 Non-controlling interest

 ( 588,443
)

 ( 361,382
)

 Total stockholder's equity (deficit)

 921,747

 ( 1,194,561
)

 Total liabilities and stockholders' equity (deficit)

 $
 2,241,910

 $
 440,968

 See
Accompanying Notes to Consolidated Financial Statements.

 F- 3

 MGO

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For the Year Ended

 For the Year Ended

 2022

 Revenues, net

 $
 5,359,875

 $

 Cost of sales

 2,013,095

 419,573

 Gross profit

 3,346,780

 628,439

 Operating expenses:

 Selling, general and administrative expenses

 5,331,313

 1,514,916

 Marketing and e-commerce expenses

 4,128,771

 515,673

 Royalty expenses

 1,269,556

 1,273,105

 Total operating expenses

 10,729,640

 3,303,694

 Operating loss

 ( 7,382,860
)

 ( 2,675,255
)

 Other (income) expenses:

 Finance charges

 -

 Interest expense

 16,255

 Interest income

 ( 40,456
)

 -

 Gain on settlement of debt

 ( 3,500
)

 -

 Other (Income) expenses, net

 31,105

 2,161

 Total other (income) expenses

 ( 12,395
)

 202,102

 $
 ( 7,370,465
)

 $
 ( 2,877,357
)

 Less: net loss attributable to noncontrolling interest

 ( 227,061
)

 ( 294,411
)

 Net loss attributable to MGO stockholders

 ( 7,143,404
)

 ( 2,582,946
)

 Basic and diluted weighted average shares outstanding

 14,126,816

 10,542,419

 Basic and diluted net loss per share to MGO stockholders

 $
 ( 0.51
)

 $
 ( 0.25
)

 See
Accompanying Notes to Audited Consolidated Financial Statements.

 F- 4

 MGO

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 For
the Years Ended of December 31, 2023 and 2022

 Shares

 Capital

 Deficit

 (deficit)

 Interests

 (deficit)

 Common Stock

 Additional
 Paid-In

 Accumulated

 Total MGO
 Stockholders'

 Equity

 Non-

 controlling

 Total
 Stockholders'

 Equity

 Shares

 Capital

 Deficit

 (deficit)

 Interests

 (deficit)

 Balance at December 31, 2021

 9,593,000

 $

 $
 2,866,559

 $
 ( 3,213,690
)

 $
 ( 347,036
)

 $
 ( 66,971
)

 $
 ( 414,007
)

 Share issuance for cash, net

 1,925,000

 1,712,545

 -

 1,712,564

 -

 1,712,564

 Stock compensation expense

 141,230

 141,730

 -

 141,731

 -

 141,731

 Stock issued to settle accounts payable

 -

 -

 Capital contributions by founders

 -

 -

 15,400

 -

 15,400

 -

 15,400

 Warrants issued for financing expenses

 -

 -

 -

 -

 Imputed interest

 -

 -

 13,420

 -

 13,420

 -

 13,420

 -

 -

 -

 ( 2,582,946
)

 ( 2,582,946
)

 ( 294,411
)

 ( 2,877,357
)

 Balance at December 31, 2022

 11,689,230

 $

 $
 4,963,340

 $
 ( 5,796,636
)

 $
 ( 833,179
)

 $
 ( 361,382
)

 $
 ( 1,194,561
)

 Balance

 11,689,230

 $

 $
 4,963,340

 $
 ( 5,796,636
)

 $
 ( 833,179
)

 $
 ( 361,382
)

 $
 ( 1,194,561
)

 Share issuance for cash, net of transaction costs

 1,725,000

 7,560,337

 -

 7,560,354

 -

 7,560,354

 Cashless exercise of warrants

 127,311

 ( 1
)

 -

 -

 -

 -

 Cash received from exercise of warrants

 699,993

 -

 -

 Shares issuance for services rendered

 11,250

 5,280

 -

 5,281

 -

 5,281

 Shares issued for vested restricted stock awards

 13,334

 6,665

 -

 6,666

 -

 6,666

 Stock compensation expenses

 -

 -

 1,214,473

 -

 1,214,473

 -

 1,214,473

 -

 -

 -

 ( 7,143,404
)

 ( 7,143,404
)

 ( 227,061
)

 ( 7,370,465
)

 Balance at December 31, 2023

 14,266,125

 $

 $
 14,450,087

 $
 ( 12,940,040
)

 $
 1,510,191

 $
 ( 588,443
)

 $
 921,747

 Balance

 14,266,125

 $

 $
 14,450,087

 $
 ( 12,940,040
)

 $
 1,510,191

 $
 ( 588,443
)

 $
 921,747

 See
Accompanying Notes to Audited Consolidated Financial Statements.

 F- 5

 MGO

 CONSOLIDATED
STATEMENTS OF CASH FLOW

 2023

 2022

 For the Years Ended

 2023

 2022

 Cash flows from operating activities:

 $
 ( 7,370,465
)

 $
 ( 2,877,357
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Imputed interest

 -

 13,420

 Stock compensation expenses

 1,226,420

 141,731

 Warrants issued for financing expenses

 -

 Inventory obsolescence impairment

 25,000

 -

 Depreciation expenses

 6,502

 -

 Net changes in operating assets & liabilities:

 Accounts receivable

 37,363

 ( 98,552
)

 ( 680,007
)

 ( 1,140
)

 Prepaid expenses

 ( 183,146
)

 -

 Prepaid royalty expense

 147,769

 253,561

 Other current assets

 ( 7,500
)

 1,475

 Accounts payable - related party

 28,348

 ( 1,645
)

 Accrued payroll

 ( 396,820
)

 447,753

 Accrued royalty liability

 55,194

 -

 Accounts payable and accrued liabilities

 132,554

 253,776

 Net cash used in operating activities

 ( 6,978,788
)

 ( 1,683,292
)

 Cash flows from investing activities:

 Purchases of property, plant, and equipment

 ( 325,964
)

 -

 Net cash used in investing activities

 ( 325,964
)

 -

 Cash flows from financing activities:

 Shares issued for cash, net

 7,560,354

 1,712,564

 Cash received from exercise of warrants

 -

 Repayments to loans payable - related party

 ( 123,850
)

 ( 24,976
)

 Repayments to loans payable

 ( 10,793
)

 ( 48,822
)

 Proceeds from loans payable - related party

 -

 45,556

 Proceeds from loans payable

 -

 25,000

 Net cash provided by financing activities

 8,125,711

 1,709,322

 Net increase in cash and cash equivalents

 820,959

 26,030

 Cash and cash equivalents at beginning of period

 113,952

 87,922

 Cash and cash equivalents at end of period

 $
 934,911

 113,952

 Supplemental disclosure of cash flow information

 Cash paid during the period for:

 Interest

 $

 $
 6,514

 Non-cash financing activities

 Stock issued for financing expenses

 $

 $
 -

 See
Accompanying Notes to Audited Consolidated Financial Statements.

 F- 6

 MGO

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 NOTE
1 - ORGANIZATION AND OPERATIONS

 Nature
of Business

 Founded
in October 2018 and headquartered in Florida with remote employees and specialty contractors in London, New York and Latin America, MGO
Global Inc. ("MGO," "MGO Global," the "Company," "we," "our" and "us")
has built a brand acceleration platform with a focus on the acquisition, optimization and monetization of consumer brands across multiple
categories. Our mission is to provide customers with unmatched variety, quality and shopping experience, while adding considerable value
for MGO's shareholders.

 Our
accomplished leadership team encompasses decades of experience in building successful global lifestyle brands, including fashion design,
marketing, technology, corporate finance and branding. We strive to continually push innovation and evolution of the consumer product
cycle without compromising quality and design integrity. Through our end-to-end, scalable brand-building platform, backed by robust consumer
behavioral data, we are engaged in nurturing digitally native brands that will thrive in the modern Direct to Consumer ("DTC")
economy.

 We
operate our business through three subsidiaries: MGOTeam1, LLC ("MGOTeam1"); Americana Liberty, LLC and MGO Digital
LLC.

 The
Messi Store/MGOTeam 1 LLC

 MGOTeam1
designs, manufactures, licenses, distributes, advertises, and sells a range of products under the soccer legend Lionel ('Leo")
Messi brand, Messi Brand. The Messi Brand is a premium lifestyle brand with a sporty edge and sells their products under
their website www.themessistore.com.

 On
October 29, 2018, the Company entered into a Trademark License Agreement with Leo Messi Management SL ("LMM"). LMM granted
the Company a worldwide non-exclusive license in order to use Leo Messi's Trademarks with the purpose of developing, manufacturing,
trading and promoting The Leo Messi Products.

 On
November 20, 2021, the Company entered into a new Trademark License Agreement with LMM to have the worldwide license to use Leo Messi's
Trademarks for the purpose of developing, manufacturing, marketing, and promoting his products. The Company is to pay LMM a minimum guaranteed
amount on account of royalties amounting to Four Million Euros ( 4,000,000) over the four-year agreement, net of taxes with the
last payment due on November 15, 2024.

 On March
21, 2024, MGO assigned the Messi License to Centric Brands, which paid the Company $ 2,000,000 in cash and assumed the obligation to pay
the minimum guaranteed amount due to LMM in 2024. See Notes 2, 10 and 14.

 Stand
Flagpoles/Americana Liberty, LLC

 On
March 13, 2023, we obtained a royalty-free, worldwide and exclusive license (the "License") to the use of certain assets
of Stand Co., LLC ("Stand") for all purposes in exchange for payment of $ 1.00
by the Company. The license is in perpetuity. Licensed assets include all rights to all stock keeping units ("SKU") of
Stand sold under the names: "Roosevelt Premium 25 foot Telescoping Flag Pole Kit," "20 Foot Telescoping Flag Pole
Kit" and "LED Solar Flag Pole Light " any intellectual property and other intangible property related to
SKUs, including but not limited to all rights to a brand name "Stand Flagpoles," domain and website
www.standflagpoles.com, the Meta pages associated with "Stand Flagpoles" brand name (in Facebook and Instagram)
all manufacturer, distributor and customer contracts and relationships for SKUs marketing materials any
commercialization rights domain and administrative access to Stand's Shopify account, Facebook Assets &
Accounts all historical digital and non-digital assets and customer database since inception.

 F- 7

 In
support of our new flagpole business, we formed a wholly owned subsidiary, Americana Liberty, LLC ("Americana Liberty"),
on March 13, 2023, which was created to advertise and sell the licensed line of Stand Flagpoles and other related products, along with
an expanding line of patriotic-themed products to be developed and marketed to consumers under our new Americana Liberty brand.

 In
addition, on May 11, 2023, we executed a 12-month consulting agreement with Jason Harward, the owner of Stand Co. and nephew of our former
Chief Marketing Officer of the Company. The consultant shall furnish the Company with business continuity and consulting services, substantially
similar to the following: providing general advice and counsel regarding establishment of systems and processes for direct-to-consumer
("DTC") and ecommerce sales and operations; provide subject matter and product-level expertise in the area of flag-poles,
flags, and related products; provide consultation regarding product sourcing and distribution; and assist with the establishment, operation,
optimization, and maintenance of DTC and ecommerce platforms on behalf of the Company. Consultant will be compensated for services through
a combination of cash or immediately available funds and restricted stock units or shares of the Company's stock as follows: (1)
cash in the amount of $ 150,000, paid on September 30, 2023; (2) cash in the amount of $ 200,000, paid on January 10, 2024, upon satisfactory
performance of the consultant's obligations under the agreement; (3) 150,000 restricted stock units of the Company issuable on
May 11, 2023 and subject to vesting in equal quarterly installments throughout the term of the agreement commencing on January 31, 2024.
$ 109,679 was recorded as stock-based compensation for the fair value of the restricted stock units awarded as of December 31,
2023.

 MGO
Digital LLC

 In
November 2022, we formed MGO Digital LLC to leverage data analytics, advanced technology-enabled marketing and our leadership team's
industry relationships and expertise to identify, incubate and test market new proprietary brands and brand concepts.

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 These
consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
("GAAP") and include all adjustments necessary for the fair presentation of the Company's financial position for the
periods presented.

 MGOTeam1
was formed on October 11, 2018, and the Company entered into a Rollover Agreement by and among MGOTeam1 and members of MGOTeam1 on
December 6, 2021. All of the members of MGOTeam1, except for one member who owns a 11.82 % membership interest in MGOTeam1, exchanged
all of their membership interests in MGOTeam1 for 8,818,000 shares of the Company's common stock. A
sole MGOTeam1's member did not rollover its 11.82 % membership interest in MGOTeam1 to the Company as of December 6, 2021, and remains a member in MGOTeam1.

 F- 8

 We
account for the 11.82 % remaining minority interest in MGOTeam1 as non-controlling interest. Both the Company and MGOTeam1 were under
common control, the series of contractual arrangements between the Company and MGOTeam1 in December 6, 2021 constituted a
reorganization under common control and are required to be retrospectively applied to the consolidated financial statements at their
historical amounts.

 Principles
of Consolidation

 The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company
transactions and balances have been eliminated in consolidation.

 Reclassifications

 Certain amounts in prior periods have been reclassified for consistency
with the current year presentation on the consolidated statement of operations. These reclassifications had no effect on the reported
net loss for December 31, 2022.

 Estimates

 The
preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Our most critical estimates include those related to stock-based compensation, inventory and inventory allowance valuation. On an ongoing
basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we
believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

 Cash
and Cash Equivalents

 Cash
equivalents consist of highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash
with high credit quality financial institutions; at times, such balances with any one financial institution may exceed the Federal Deposit
Insurance Corporation ("FDIC") insured limit of $ 250,000. As
of December 31, 2023 and 2022, the Company had $ 684,911 and $ 0 in excess of the federal insurance limit, respectively.

 Accounts
Receivable

 Accounts
receivables are carried at their estimated collectible amounts, net of any estimated allowances for credit losses. We grant unsecured
credit to our wholesale customers which are deemed creditworthy. Ongoing credit evaluations are performed and potential credit losses
estimated by management are charged to operations on a regular basis. At the time any particular account receivable is deemed uncollectible,
the balance is charged to the allowance for credit losses. As of December 31, 2023 and December 31, 2022, the Company had no allowance
for credit losses.

consists of raw materials and finished goods ready for sale and is stated at the lower of cost or net realizable value. We value inventories
using the weighted average costing method. Net realizable value is the estimated selling price in the ordinary course of business, less
reasonably predictable costs of completion, disposal and transportation. We regularly review inventory and consider forecasts of future
demand, market conditions and product obsolescence. If the estimated realized value of our inventory is less than cost, we make provisions
in order to reduce its carrying value to its estimated net realizable value. The write downs are recognized as a component of cost of
sales. As of December 31, 2023 and December 31, 2022, the Company had $ 25,000 and $ 0 of inventory obsolescence impairment, respectively.

 F- 9

 Royalty
Expense

 The
Company pays 500,000
every five months according to the Trademark License Agreement payment schedule with LMM signed on November 20, 2021. For the year
ended December 31, 2022, the Company recorded installment royalty payments as prepaid expense and amortized over the license period
granted by LMM. The License Agreement expires on December 31, 2024, with no automatic renewal. For the year ended December 31, 2023,
the Company recorded an accrual of $ 55,194 for the royalty payment due for the period beginning December 15, 2023 but not yet paid
as of year-end and is included in accrued royalty expense on the consolidated balance sheets as of December 31, 2023. On March 21, 2024, MGO assigned the Messi License to Centric Brands, which paid the Company $ 2,000,000
in cash and assumed the obligation to pay the minimum guaranteed amount due to LMM in 2024. See Notes 2, 10 and 14.

 Property
and Equipment, Net

 Property
and equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productivity capacity or
extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired
or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in
income. Depreciation is provided using the straight-line method, based on useful lives of the assets which is three years for computers,
equipment and software. Depreciation expense from continuing operations for the years ended December 31, 2023 and 2022, was $ 6,502
 and $ 0,
respectively. Accumulated depreciation from continuing operations as of December 31, 2023 and 2022 was $ 6,503
 and $ 0,
respectively.

OF PROPERTY AND EQUIPMENT, NET USEFUL LIFE

 Useful Life

 Computer equipment and software

 $
 308,774

 $
 -

 Furniture

 17,191

 -

 Total property and equipment

 325,965

 Less: Accumulated depreciation

 ( 6,503
)

 -

 Property and equipment, net

 $
 319,462

 $
 -

 Leases

 The
Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains
a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange
for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the
economic benefits from the use of the asset and the right to direct the use of the asset. The Company executed a one-year office lease
in February 2023. Due to the short-term nature of the lease, the Company did not account for the lease as a right of use asset. Subsequent
to December 31, 2023, the Company renewed the office lease for an additional one-year term.

 Accounts
Payable

 The
composition of accounts payable and accrued expenses from continuing operations are as follows:

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 2023

 December
 31, 2022

 Accounts payable

 $
 397,192

 $
 648,129

 Accounts payable, related party

 50,881

 22,533

 Accounts payable,

 50,881

 22,533

 Accrued consulting fees

 70,000

 -

 Other accrued expenses

 379,665

 52,540

 Accrued royalty expenses

 55,194

 -

 Accrued wages, bonus and payroll expenses

 367,230

 764,050

 Total
 accounts payable and accrued liabilities

 $
 1,320,162

 $
 1,487,252

 F- 10

 Warrants

 The
Company accounts for a warrant as an equity instrument, liability or share-based compensation in accordance with ASC 480, Distinguishing
Liabilities from Equity, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement.

 Stock-Based
Compensation

 Stock-based
compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the requisite
service period. The Company estimates the fair value of each stock-based option award on the measurement date using the
Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options,
risk-free interest rate and dividend yield. For restricted stock awards, the Company records the value of the Company stock at the date of the grant as stock
based compensation expense.

 Revenue
Recognition

 The
Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration
which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under
ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues
when (or as) we satisfy the performance obligation.

 Revenue
transactions associated with the sale of Messi Brand and Stand Flagpoles products comprise a single performance obligation,
which consists of the sale of products to customers either through direct wholesale or online sales through our websites www.themessistore.com
 and www.standflagpole.com. We satisfy the performance obligation and record revenues when transfer of control to the customer
has occurred, based on the terms of sale. A customer is considered to have control once they are able to direct the use and receive substantially
all of the benefits of the product. Control is transferred to wholesale customers upon shipment or upon receipt depending on the country
of the sale and the agreement with the customer. Control transfers to online customers at the time upon receipt of the goods. The transactions
price is determined based upon the invoiced sales price, less anticipated sales returns, discounts and miscellaneous claims from customers.
Payment terms for wholesale transactions depend on the country of sale or agreement with the customer and payment is generally required
within 30 days or less of shipment to or receipt by the wholesale customer. Payment is due at the time of sale for direct wholesale and
online transactions.

 For
the years ended December 31, 2023 and 2022, the Company generated revenues of $ 5,292,059
and $ 844,092,
respectively, directly from consumers via our website, $ 0
and $ 106,640,
respectively, through wholesale customers and $ 67,816 and $ 97,280, respectively through royalty agreements. The Company does not have any major customers as revenue is primarily direct to
individual consumers. See Note 13.

 The
following table presents net revenue by geographic location which is recognized at a point in time:

OF NET REVENUE BY GEOGRAPHIC LOCATION

 Year Ended December 31, 2023

 The Messi Store

 Stand Flagpoles

 Total

 United States

 $
 1,273,420

 $
 3,667,176

 $
 4,940,596

 Rest of the World

 417,528

 1,751

 419,279

 Total Revenues

 $
 1,690,948

 $
 3,668,927

 $
 5,359,875

 Year Ended December 31, 2022

 The Messi Store

 Stand Flagpoles

 Total

 United States

 $
 579,921

 $
 -

 $
 579,921

 Rest of the World

 468,091

 -

 468,091

 Total Revenues

 $

 $
 -

 $

 F- 11

 Non-Controlling
Interest

 As
of December 6, 2021, one shareholder did not rollover its 11.82 % membership interest from MGOTEAM LLC to MGOTEAM 1 LLC. According to
ASC 810, Consolidation, the carrying amount of the non-controlling interest ("NCI") will be adjusted to reflect the
change in the NCI's ownership interest in the subsidiary. Any difference between the amount by which the NCI is adjusted and the
fair value of the consideration paid or received is recognized in additional paid in capital and attributed to the equity holders of
the parent. The Company accounted for this portion of shares as non-controlling interest in net loss of $ 227,061 and $ 294,411 from the
net loss for the years ended December 31, 2023 and 2022, respectively.

 Foreign
currency

 The
Company's functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are recorded at the exchange
rate prevailing on the date of the transaction. The resulting monetary assets and liabilities are translated into U.S. dollars at exchange
rates prevailing on the subsequent balance sheet date. Revenue and expense components are translated to U.S. dollars at weighted-average
exchange rates in effect during the period. Foreign currency transaction gains and losses resulting from remeasurement are recognized
in other income, net within the consolidated statements of operations.

 Segment
Reporting

 The
Company has three reportable segments: 1) The Messi Store, which sells a range of products under The Messi Brand; 2) Stand
Flagpoles, which sells a range of residential flagpoles and related products direct to consumers; and 3) Corporate, which generates
no revenue, but reflects corporate expenses related primarily to being a public company, including costs associated with legal, audit,
accounting, tax, SEC reporting, and investor/public relations, among other corporate expenses. The Company created MGO Digital in 2023
for the purpose of testing, developing, incubating and test marketing new brand concepts. As of December 31, 2023, the activity in MGO
Digital was immaterial and therefore not separately segmented out. The chief operating decision maker, our Chief Operating Officer, is
responsible for allocating resources and assessing performance and obtains financial information, being the consolidated statements of
operations, consolidated balance sheets and consolidated statements of cash flow, about the Company as a whole.

 Income
Taxes

 The
Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns.
In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in
the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company
establishes valuation allowances if it is more likely than not that some portion or all of the deferred assets will not be realized.
The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management
has considered the Company's history of cumulative net losses incurred and has concluded that it is more likely than not that the
Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against
the deferred tax assets as of December 31, 2023 and 2022

 F- 12

 The
Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its
technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities.
Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial
reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold
are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies
potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations
as income tax expense. As of the year ended December 31, 2023 there was no income tax expense reported by the Company.

 Net
Loss Per Share

 Basic
net loss per share is calculated by dividing net loss available to ordinary shareholders by the weighted-average number of common
shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted net loss per share is
computed similar to basic loss per share, except that the denominator is increased to include the number of additional common shares
that would have been outstanding if potential common shares had been issued if such additional common shares were dilutive. Since
the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential
common shares have been excluded, as their effect would be anti-dilutive. At December 31, 2023 and 2022 respectively, total stock
options of 1,140,000
and 0 and warrants of 159,775
and 700,000 were not included in the net loss per share calculation as their effect would have been anti-dilutive.

 Fair
Value Measurements

 The
Company has determined the fair value of certain assets and liabilities in accordance with generally accepted accounting principles,
which provides a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset
or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. Valuation techniques should maximize the use of observable inputs and
minimize the use of unobservable inputs.

 A
fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of
quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement
date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability.
Level 3 inputs are unobservable inputs related to the asset or liability.

 Recently Adopted Accounting Pronouncements

 In June 2016 and subsequently amended in March 2022, the FASB issued ASC
326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments ("ASC 326"),
which replaces the existing incurred loss model with a current expected credit loss ("CECL") model that requires consideration
of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a
forward-looking CECL model for accounts receivables, guarantees and other financial instruments. The Company adopted ASC 326 on January
1, 2023 and ASC 326 did not have a material impact on its consolidated financial statements.

 Recently
Issued Accounting Pronouncements Not Yet Adopted

 In
November 2023, the FASB issued Accounting Standards Update 2023-07 – Segment Reporting (Topic ASC 280) Improvements to Reportable
Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant
segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to
the Chief Operating Decision Maker ("CODM") and included within each reported measure of segment profit or loss, require
disclosure of other segment items by reportable segment and a description of the composition of other segment items, require
annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by
the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit
or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update
and required under ASC 280. ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023,
with early adoption permitted. We do not expect that this guidance will have a material impact upon our financial position and results
of operations.

 In
December 2023, the FASB issued Accounting Standards Update 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves
the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate
reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness
of income tax disclosures. The amendments in ASU 2023-09 will become effective beginning of our 2025 fiscal year. Early adoption is permitted
for annual financial statements that have not yet been issued or made available for issuance. We do not expect that this guidance will
have a material impact upon our financial position and results of operations.

 F- 13

 NOTE
3 – GOING CONCERN

 In
the pursuit of MGO's long-term growth strategy and the development of its growing portfolio of brands, the Company has
incurred continued operating losses. As of December 31, 2023 and 2022, we had a working
capital surplus of $ 602,286 and a deficit of ($ 1,194,561), respectively.
For the years ended December 31, 2023 and 2022, we incurred losses from operations of $ 7,382,860
and $ 2,675,255
respectively, and cash used in operating activities of $ 6,978,788
and $ 1,683,292,
respectively. We believe the cash on hand, in connection with cash generated from future revenue, may not be sufficient to sustain
continued operating losses.

 On
February 8, 2024, we filed a shelf registration statement on Form S-3 ("S-3") to provide our Company with the flexibility to issue
and sell securities if and when deemed appropriate to support our ongoing business operations and in the best interest of our shareholders.
 The S-3 contained two prospectuses: i) a base prospectus that covers the potential offering, issuance and sale from time to time of our
common stock, preferred stock, warrants, debt securities and units in one or more offerings with a total value of up to $100,000,000;
and ii) a sales agreement prospectus covering the potential offering, issuance and sale from time to time of shares of our common stock
having an aggregate gross sales price of up to $1,650,000 pursuant to an equity distribution agreement entered into with the New York-based
investment banking firm, Maxim Group LLC ("At-the-Market Offering" or "ATM"). As of the date of this report, we have received
net proceeds from sales of our common stock pursuant to the ATM totaling an aggregate $ 670,160. See Note 14.

 The
Company is continually evaluating strategies to obtain required additional funding to support our future operations. These strategies
may include, but are not limited to, equity financing, issuing or restructuring debt, entering into other financing arrangements, and
restructuring operations to increase revenues and decrease expenses. Any additional equity financing that we obtain may dilute the ownership
held by our existing shareholders. The economic dilution to our shareholders will be significant if our stock price does not materially
increase, or if the effective price of any sale is below the price paid by a particular shareholder. The Company may be unable to access
further equity or debt financing when needed or obtain additional liquidity under acceptable terms, if at all. As such, these factors,
among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of twelve (12) months
from the date these financial statements are issued.

 NOTE
4 – INVENTORY

 As
of December 31, 2023 and December 31, 2022, net inventories amounted to $ 724,553
 and $ 69,546,
respectively.

OF INVENTORY

 Finished goods

 $
 749,553

 $
 69,546

 Inventory reserves for slow moving inventory

 ( 25,000
)

 -

 Total

 $
 724,553

 $
 69,546

 NOTE
5 – PREPAID EXPENSES

 As
of December 31, 2023 and December 31, 2022, prepaid expenses amounted to $ 183,146
 and $ 0,
respectively.

OF PREPAID EXPENSES

 Prepaid expenses

 $
 10,298

 $
 -

 Prepaid rent

 7,500

 -

 Prepaid inventories

 165,348

 Total

 $
 183,146

 $
 -

 F- 14

 NOTE
6 – LOAN PAYABLE

 On
May 25, 2022, the Company entered into a loan with PayPal with an interest rate of 6.51 %, principal balance of $ 25,000 and monthly payment
of $ 539 over the term of the loan. This loan matured on May 25, 2023. The Company paid the principal balance of $ 10,793 and incurred
$ 456 interest during the year ended December 31, 2023. The balance of this loan was $ 0 and $ 10,793 as of December 31, 2023 and 2022,
respectively This loan principal and accrued interest have been paid off as of December 31, 2023.

 NOTE
7 – RELATED PARTY TRANSACTIONS

 The
Company borrowed $ 39,642 from and paid $ 21,976 to our Chairman and CEO, Maximiliano Ojeda, for the year ended December 31, 2022. The
Company borrowed $ 5,914 from and paid $ 3,000 to our Chief Brand Officer, Virginia Hilfiger, for the year ended December 31, 2022. The
Company borrowed $ 0 and paid $ 52,404 to Mr. Ojeda, $ 23,844 to Mr. Groves and $ 47,602 to Ms. Hilfiger for the year ended December 31,
2023. These borrowings did not have a fixed maturity date or stated rate of interest. As of December 31, 2023 and December 31, 2022,
the balance of loans payable to Mr. Ojeda, Mr. Groves and Ms. Hilfiger was $ 0 and $ 123,850, respectively.

 The
accounts payable owed to our Chairman and CEO as of December 31, 2023 and December 31, 2022 was $ 423 and $ 0, respectively.

 The
accounts payable owed to our Chief Brand Officer and Director as of December 31, 2023 and December 31, 2022 was $ 0 and $ 11,600, respectively,
for monthly rent expense paid by Virginia Hilfiger.

 The
accounts payable owed to our Chief Operating Officer as of December 31, 2023 and December 31, 2022 was $ 0 and $ 10,933, respectively.

 The
accounts payable owed to our Board of Directors as of December 31, 2023 and December 31, 2022 was $ 32,547 and $ 0, respectively for quarterly
board fees.

 The
accounts payable owed to our employees and consultants as of December 31, 2023 and December 31, 2022 was $ 17,911 and $ 0, respectively,
for expense reports and contractor expenses.

 During
the year ended December 31, 2023 and 2022, related party imputed interest was $ 0 and $ 13,420, respectively. The imputed interest was
recorded as interest expense and an increase in additional paid-in capital based on a rate of 12%.

 The
accrued payroll owed to our CEO, COO, Chief Brand Officer and employees and contractors as of December 31, 2023 and December 2022 was
$ 367,230 and $ 764,050, respectively, inclusive of bonuses.

 On
May 11, 2023, we executed a 12-month consulting agreement with Jason Harward ("Consultant"), the owner of Stand and
nephew of Matt Harward, MGO's former Chief Marketing Officer. See Note 14. $ 150,000
was paid in cash to the Consultant, $ 70,000
was accrued in selling, general, administrative expense and $ 109,679 related
to stock based compensation expense for the fair value of the 150,000
restricted stock units awarded per the consulting agreement were recorded as of December 31, 2023.

 F- 15

 NOTE
8 – STOCKHOLDERS' EQUITY (DEFICIT)

 Common
Stock

 On
January 12, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Boustead
Securities, LLC, as representative of the underwriters, relating to the Company's initial public offering (the
"Offering") of 1,725,000
shares (the "Shares") of the Company's common stock, par value $ 0.00001
per share ("common stock"), which included the exercise by the underwriters in full of the over-allotment option to
purchase an additional 225,000
shares of the Company's common stock, at an Offering price of $ 5.00 per
share. Pursuant
to the Underwriting Agreement, in exchange for the Representative's firm commitment to purchase the Shares, the Company agreed
to sell the Shares to the Representative at a purchase price of $4.65 (93% of the public offering price per Share of $5.00) and
issue the underwriters three year warrants to purchase an aggregate of 86,250 shares of the Company's common stock, which is
equal to five percent (5%) of the Shares sold in the Offering. Such warrants have an exercise price of $6.25, which is equal to 125%
of the Offering price (the "Warrant").

 The
Shares were offered and sold pursuant to the Company's Registration Statement on Form S-1 (File No. 333-268484), as amended (the
"Registration Statement"), and filed with the Securities and Exchange Commission (the "Commission") and the final
prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement was declared effective by the Commission on January 12, 2023. The closing of the Offering for the Shares took
place on January 18, 2023 with proceeds of $ 7,560,354, net of $ 1,064,646 of issuance costs, which included 225,000 shares sold by the Company upon the exercise by the
underwriters of the over-allotment option in full. The Company used the net proceeds from the Offering for team expansion, marketing,
general and administrative corporate purposes, including working capital and capital expenditures.

 In
January 2023, the Company issued 700,000 shares to the Pre-IPO funding investors pursuant to the exercise of their warrants at fair value
of $ 1 per share.

 In
January 2023, the Company issued 127,311 shares to Boustead Securities, LLC pursuant to the cashless exercise of their 164,475 warrants.

 On
January 13, 2023, in connection with the Offering, the Company commenced trading on The Nasdaq Capital Market under ticker symbol "MGOL."

 In
November and December 2023, the Company issued 11,250 shares of common stock for consulting services at fair value of $ 5,281.

 In
November and December 2023, the Company issued 13,334 shares for the vested Restricted Stock Units issued to directors at fair value
of $ 6,666.

 During the year ended December 31, 2022, the Company
had the following common stock transactions:

 The Company issued 1,925,000 shares
with proceeds of $ 1,712,564 from
Pre-IPO funding, net of issuance costs of $ 212,436, 141,230 shares
issued to consultants for services at fair value of $ 141,731
and 30,000 shares
issued to a consultant for services at fair value of $ 30,000. The shares issued to consultants were valued using a Black-Scholes valuation
using the following assumptions:

 SCHEDULE OF FAIR VALUE ASSUMPTIONS

 For the Year Ended

 Expected term

 5 years

 Expected average volatility

 328 % - 339
 %

 Expected dividend yield

 -

 Risk-free interest rate

 1.76 % - 2.89
 %

 Warrants

 For
the year ended December 31, 2021, the Company issued a total of 54,250 five-year
warrants to Boustead Securities, LLC, an investment banking firm, with an exercise price of $ 1.00
per share. Upon the issuance of the warrant as compensation for its services as an investment banker, the warrant was categorized as
equity and the fair value of $ 54,217
was recorded as transaction expense for the year ended December 31, 2021. On January 20, 2023, these warrants were exercised for a price of $ 1.00
with proceeds from the exercise recorded as additional paid in capital.

 For
the year ended December 31, 2022, the Company issued a total of 883,750 five-year
warrants, with an exercise price of $ 1.00
per share. Included in the issuance was 183,750
warrants to Boustead Securities, LLC ("Boustead") as compensation for its services as an underwriter, the warrants were
categorized as equity and the fair value of $ 183,686 was
recorded as a transaction expense. In November 2022, 238,000 warrants were cancelled upon a mutual agreement between the Company and Boustead.

 As
part of the IPO and underwriting agreements in January 2023, the Company issued to Boustead a total of 86,250 warrants, which
expire in three years, and have an exercise price of $ 6.25 per share. On January 20, 2023, Boustead exercised 86,250 warrants
in a cashless exercise transaction. In addition, 700,000 of additional outstanding warrants were exercised for a price of $ 1.00 with
proceeds from the exercise recorded as additional paid in capital for the year ended December 31, 2023.

 F- 16

 The
following is a summary of warrant activity for the year ended December 31, 2023:

 SUMMARY OF WARRANT ACTIVITY

 Number of
 Warrants

 Exercise
 Price

 Remaining
 Contractual
 Life

 Aggregate
 Intrinsic
 Value

 Outstanding, December 31, 2022

 $
 1.00

 4.70

 $
 -

 Granted

 86,250

 1.00

 -

 -

 Forfeited

 -

 -

 -

 -

 Exercised

 ( 786,250
)

 1.00

 -

 -

 Outstanding, December 31, 2023

 -

 $
 -

 -

 $
 -

 Exercisable, December 31, 2023

 -

 $
 -

 -

 $
 -

 The
following is a summary of warrant activity for the year ended December 31, 2022:

 Number of
 Warrants

 Exercise
 Price

 Remaining
 Contractual
 Life

 Aggregate
 Intrinsic
 Value

 Outstanding, December 31, 2021

 54,250

 $
 1.00

 3.98

 $
 -

 Granted

 883,750

 1.00

 4.74

 -

 Forfeited

 ( 238,000
)

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Outstanding, December 31, 2022

 $
 1.00

 4.79

 $
 -

 Exercisable, December 31, 2022

 $
 1.00

 4.79

 $
 -

 The
Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions for the warrants issued
for the year ended December 31, 2022:

OF FAIR VALUE ASSUMPTIONS

 For
 the Year Ended

 2022

 Expected term

 5 years

 Expected average volatility

 328 % - 339
 %

 Expected dividend yield

 -

 Risk-free interest rate

 1.76 % - 2.89
 %

 NOTE
9 – STOCK COMPENSATION

 On
August 15, 2022, our Board of Directors (the "Board") and our stockholders approved our 2022 Equity Incentive Plan (the "2022
Plan"). The 2022 Plan governs equity awards to our employees, directors, officers, consultants and other eligible participants.
Initially, the maximum number of shares of our Common Stock that may be subject to awards under the 2022 Plan is 2,186,470. The
maximum number of shares that are subject to awards under the 2022 Plan is subject to an annual increase equal to the lesser of (i) 500,000
shares of our Common Stock; (ii) a number of shares of our Common Stock equal to 4 % of the prior year's maximum number or (iii)
such number of shares of our Common Stock as determined by the 2022 Plan administrator.

 The
types of awards permitted under the 2022 Plan include nonqualified stock options, qualified stock options, stock appreciation rights,
restricted stock, restricted stock units, performance shares, performance units and other awards. Each option shall be exercisable at
such times and subject to such terms and conditions as the Board may specify.

 Equity
awards are generally granted with an exercise price equal to the market price of the Company's ordinary shares at the date of grant;
those options have ten-year contractual terms and vest according to the vesting plan as designated by management, generally between immediate
vesting to three-year continued service term. Certain equity awards provide for accelerated vesting if there is a change in control,
as defined in the plans.

 The
fair value of each option award is estimated on the date of grant using a Black Scholes option-pricing model. The Company uses historical
option exercise and termination data to estimate the term the options are expected to be outstanding. The risk-free rate is based on
the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts
and the stock price at the option issue date. The expected volatility is determined using the volatility of peer companies.

 F- 17

 Stock
Options

 On
August 1, 2023, MGO issued a total of 1,355,000 stock options of the Company's Common Stock to certain directors and consultants
of the Company at an exercise price of $ 5.00 per share and a vesting period which commenced on August 1, 2023. The remaining weighted
average contractual life as of December 31, 2023 is 4.04 years.

 The
following is a summary of stock option activity for the year ended December 31, 2023:

 SUMMARY OF STOCK OPTION ACTIVITY

 Number of

 Stock
 Options

 Exercise
 Price

 Remaining
 Contractual
 Life

 Aggregate

 Intrinsic
 Value

 Outstanding, December 31, 2022

 -

 $
 -

 -

 $
 -

 Granted

 1,355,000

 5.00

 5.00

 -

 Forfeited

 ( 215,000
)

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Outstanding, December 31, 2023

 1,140,000

 $
 5.00

 4.04

 $
 -

 Exercisable, December 31, 2023

 740,000

 $
 5.00

 4.04

 $
 -

 The
Company estimated the fair value of the stock-based compensation using the Black Scholes Model with the following assumption inputs:

OF FAIR VALUE OF STOCK BASED COMPENSATION ASSUMPTION INPUTS

 Expected life of the options

 4.35 - 5.0

 Fair value of Common Stock on grant date

 $
 0.98
 - $ 1.07

 Expected volatility

 %

 Expected dividend rate

 %

 Risk-free interest rate

 4.24 % - 4.41
 %

 For
the years ended December 31, 2023 and 2022, the Company's stock option compensation expense amounted to $ 867,110 and $ 0, respectively.
The total unrecognized compensation cost related to stock options as of December 31, 2023 was $ 251,256.

 Restricted
Stock Units ("RSUs")

 For
the year ended December 31, 2023, the Company's compensation committee recommended to the Board of Directors and the Board approved
the granting of certain RSUs to members of the senior leadership team.

 The
following is a summary of RSU activity for the year ended December 31, 2023:

 SUMMARY OF RESTRICTED STOCK UNITS ACTIVITY

 Number of

 Shares

 Average Grant

 Date Fair
Value

 Outstanding as of December 31, 2022

 -

 $
 -

 Granted

 506,037

 1.41

 Cancelled

 ( 79,732
)

 -

 Vested

 ( 24,584
)

 -

 Outstanding as of December 31, 2023

 401,721

 $
 1.41

 F- 18

 The
aggregate fair value of RSU awards was $ 630,864 and valued at the closing price of the Company's Common Stock on the date of grant.
The Company recognized $ 359,311 stock compensation expense related to RSU awards for the year ended December 31, 2023. The total unrecognized
compensation cost related to unvested RSUs as of December 31, 2023 was $ 166,111.

 NOTE
10 – ROYALTY EXPENSE

 In
2018, the Company signed a global licensing agreement with Leo Messi Management SL ("LMM") Trademark License Agreement with
LMM to have the worldwide license to use Leo Messi's trademarks for the purpose of developing, manufacturing, marketing and promoting
products of the Messi Brand. On November 20, 2021, the Company entered into a new Trademark License Agreement. The Company is
expected to pay LMM a minimum guaranteed amount on account of royalties amounting to Four Million Euros ( 4,000,000) over four
years, net of taxes with the last payment due on November 15, 2024.

 The
Company recorded $ 1,269,556 and $ 1,273,105 in royalty expenses for the years ended December 31, 2023 and 2022, respectively. The prepaid
expenses as of December 31, 2023 and December 31, 2022 was $ 0 and $ 147,769, respectively. The accrued expenses related to the royalty
expense were $ 55,194 and $ 0 as of December 31, 2023 and 2022, respectively.

 On March 21, 2024, MGO assigned the Messi License to Centric Brands, which
paid the Company $ 2,000,000 in cash and assumed the obligation to pay the minimum guaranteed amount due to LMM in 2024. As a result of
the assignment of the Messi License to Centric Brands, there is no further obligation to the Company for royalty payments in 2024.

 NOTE
11 – INCOME TAXES

 At
December 31, 2023 and 2022, the Company's deferred income tax assets and liabilities were as follows:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 December
 31, 2022

 Deferred tax asset

 Net operating loss carry forwards

 $
 2,549,650

 $
 632,385

 Total deferred tax asset

 2,549,650

 632,385

 Less: valuation allowance

 ( 2,549,650
)

 ( 632,385
)

 Total deferred tax asset

 -

 -

 Total deferred tax liabilities

 -

 -

 Net deferred tax asset (liabilities)

 $
 -

 $
 -

 F- 19

 The
valuation allowance increased by $ 1,917,265
during the period from December 31, 2022 to December 31, 2023, as a result of the Company's net operating losses for the year
ended December 31, 2023. The Company has net operating loss carryforwards of approximately $ 10,059,777
for both U.S. federal and state tax purposes as of December 31, 2023 with no expiration date. Utilization of the net operating loss and tax credit
carryforwards is subject to a substantial annual limitation due to the "ownership change" limitations provided by
Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may
result in the expiration of net operating loss and tax credit carryforwards before utilization.

 The
Company has not recorded any income tax expense or benefit in the consolidated statements of operations for the years ended December
31, 2023 or 2022, due to the benefit of net operating losses in these periods. The reconciliation between the federal statutory income
tax rate of 21 % and the blended state income tax rate of 5.5 % to the Company's effective tax for the periods presented is as follows:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE

 Percent

 Percent

 Year Ended December 31,

 2023

 2022

 Percent

 Percent

 Federal provision at statutory rate

 $
 ( 1,409,660
)

 21.0
 %

 $
 ( 604,245
)

 21.0
 %

 State income taxes

 ( 390,684
)

 5.5
 %

 -

 -

 Non-deductible expenses

 ( 116,921
)

 -

 21,226

 ( 0.7
)%

 Change in valuation allowance

 1,917,265

 -

 583,019

 ( 20.3
)%

 Effective tax rate

 $
 -

 %

 $
 -

 0.0
 %

 The
Company's effective tax rates differ from the federal statutory rate primarily due to the establishment of a valuation allowance.

 The
Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred
tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely
than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including
its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods
available to the Company for tax reporting purposes, and other relevant factors.

 Future
changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance.
The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company classifies
income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. There were
 no interest or penalties accrued as of December 31, 2023 and 2022.

 In
the normal course of business, the Company is subject to examination by taxing authorities generally for a period of 3 years from the later of each return due date or date filed.

 NOTE
12 – COMMITMENTS AND CONTINGENCIES

 The
Company is subject to credit, liquidity and market risks, as well as other payment-related risks, such as risks associated with the fraudulent
use of credit or debit cards and customer banking information, which could have adverse effects on our business and revenues due to chargebacks
from customers.

 F- 20

 Legal
Proceedings

 We
are not currently involved in any litigation that we believe could have a materially adverse effect in our financial condition or results
of operations. From time to time, the Company is subject to legal proceedings, asserted claims and investigations in the ordinary course
of business, including commercial claims, employment and other matters, which management considers immaterial, individually and in the
aggregate. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of
the loss can be reasonably estimated. The requirement for these provisions is reviewed at least quarterly and adjusted to reflect the
impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case.
Litigation is inherently unpredictable and costly. Protracted litigation and/or an unfavorable resolution of one or more of proceedings,
claims or investigations against the Company could have a material adverse effect on the Company's consolidated financial position,
cash flows or results of operations.

 NOTE
13 – SEGMENT INFORMATION

 The
Company has three reportable operating segments: Corporate, The Messi Store and Stand Flag Poles. The Corporate reportable business segment
does not generate revenue. It reflects results of expenses largely associated with being a public company, including fees associated
with legal, SEC reporting, Nasdaq listing, audit and tax advisory services as well as non-allocated administrative and other expenses
such as personnel, property and equipment and insurance. Intercompany expenses are eliminated in consolidation. A measure of segment
assets and liabilities has not been currently provided to the Company's chief operating decision maker and is therefore not presented
below.

 Summarized
financial segment information for the years ended December 31, 2023 and 2022, respectively, are shown below:

 Net
Loss

 SUMMARIZED
FINANCIAL SEGMENT INFORMATION

 Year Ended December 31, 2023

 Corporate

 The Messi

 Store

 Stand

 Flagpoles

 Total

 Revenues

 $
 -

 $
 1,690,948

 $
 3,668,927

 $
 5,359,875

 Cost of sales

 -

 1,044,049

 969,046

 2,013,095

 Loss from operations

 ( 4,739,613
)

 ( 1,861,793
)

 ( 781,454
)

 ( 7,382,860
)

 Other (income) expense, net

 ( 41,477
)

 29,082

 -

 ( 12,395
)

 $
 ( 4,698,136
)

 $
 ( 1,890,875
)

 $
 ( 781,454
)

 $
 ( 7,370,465
)

 Year Ended December 31, 2022

 Revenues

 $
 -

 $

 $
 -

 $

 Cost of sales

 -

 419,573

 -

 419,573

 Loss from operations

 ( 364,503
)

 ( 2,310,752
)

 -

 ( 2,675,255
)

 Other (income) expense, net

 -

 202,102

 -

 202,102

 $
 ( 364,503
)

 $
 ( 2,512,854
)

 $
 -

 $
 ( 2,877,357
)

 F- 21

 NOTE
14 – SUBSEQUENT EVENTS

 Departure
of Principal Financial Officer

 On
January 15, 2024, Vincent Ottomanelli resigned from
his position as Chief Financial Officer of MGO. In connection with his resignation, on January 15, 2024, the independent contractor agreement
between the Company and Mr. Ottomanelli, dated November 3, 2022, as amended, was terminated. Mr. Ottomanelli's resignation did
not result from any disagreement with the Company.

 In
connection with Mr. Ottomanelli's resignation, the Board of Directors of the Company (the "Board") approved the acceleration
of the vesting date of 100,000 five-year stock options previously granted to Mr. Ottomanelli by changing the vesting date to January
15, 2024. The Board also approved a cash bonus of $ 13,500 to be paid to Mr. Ottomanelli in consideration of his meeting certain defined
six-month performance objectives set forth by the Board of Directors for the second half of 2023, ended December 31, 2023, and is included
in accrued payroll as of December 31, 2023. Mr. Ottomanelli has agreed to serve in a paid advisory role for a minimum of two (2) consecutive
months to assist with the transition to the new Chief Financial Officer for which the Company will pay him a monthly cash fee of $ 5,000.

 Appointment
of Principal Financial Officer

 Concurrently
with Mr. Ottomanelli's resignation, Dana Perez was appointed as the Chief Financial Officer of the Company effective as of January
15, 2024.

 Ms.
Perez will be paid an annual base salary of $ 165,000 and be eligible to receive an annual cash bonus equal to up to 20 % of her base salary
upon certain performance objectives being achieved by the Company. Ms. Perez was also granted 50,000 restricted stock units upon her
appointment pursuant to the Company's 2023 Equity Incentive Plan, which shall convert into restricted common stock of the Company
on January 15, 2025. On April 2, 2024, the Board of MGO, at the recommendation of the Compensation
Committee (the "Committee"), approved an increase in the base salary of Ms. Perez to $ 200,000 per annum, effective April 2,
2024. In addition, the Board approved an increase in the annual cash bonus which Ms. Perez will be entitled to receive based on her and
the Company's continued satisfaction of a combination of personal and Company's goals. The annual cash bonus has been increased
from 'up to 20 %' to 'up to 25 %' of Ms. Perez's base salary.

 The Board also approved the immediate granting of 50,000 restricted
stock units ("RSUs") in accordance with the MGO 2022 Equity Incentive Plan (the "Plan"). Subject to any acceleration
provisions contained in the Plan or any other written agreement authorized by the Committee governing the terms of this award, these RSUs
will vest on the one-year anniversary of their grant date, or April 2, 2025.

 Loan
Payable

 On
January 24, 2024, the Company entered into a loan with PayPal with an interest rate of 12 %, principal balance of $ 85,000 and monthly
payment of $ 1,833 over the term of the loan, which is one year.

 Intercompany Demand Note

 On January 26, 2024, the MGO Global entered into a demand note with MGOTeam1
where MGOTeam1 promises to pay to MGO Global a principal amount of $ 2,658,635, with interest at 5.07 % per annum. The payment is due on
demand by MGO Global or such earlier date as required or permitted to be repaid. The demand note relates to royalty payments paid by MGO
Global on behalf of MGOTeam1 under the Trademark License Agreement with LMM. The royalty payments made by MGO Global on behalf of MGOTeam1
were accounted for in the inter-company balances which were eliminated in consolidation as of December 31, 2023.

 Issuance
of Restricted Stock Units

 On
March 15, 2024, the Company issued 20,000 restricted stock units to the Company's investor relations consultant, pursuant to the
consultant agreement in effect since October 2022.

 On March 27, 2024, the Company issued to certain of its officers and consultants
(in connection with services provided by such persons) stock options to purchase a total of 300,000 shares of the Company's common
stock with an exercise price of $ 0.41 per share under the MGO Global Inc. 2022 Equity Incentive Plan ("2022 Plan").

 Between
January 1 and May 31, 2024, stock options to purchase a total of 5,000
were forfeited due to the resignation of certain employees of the Company and 1,995,000 were canceled. In addition, 391,688 restricted stock units were canceled. These cancellations were
pursuant to the recommendation of the Board of Directors.

 From
January to May 31, 2024, the Company granted to certain of its directors, officers, employees and consultants (in connection with
services provided by such persons) 584,873
restricted stock units and 1,823,687 restricted stock awards that will convert into the shares of common stock of the Company in
accordance with the terms of respective grant agreements. Such restricted stock were granted under the 2022 Plan.

 Between
January 1 and May 31, 2024, the Company issued 2,286,113
shares of common stock to its directors, officers, employees and consultants (in connection with the services provided by such
persons) as a result of conversion of 2,286,113
vested restricted stock units and restricted stock awards into the shares of the Company's common stock.

 Settlement
Agreement with Former Chief Marketing Officer

 On
February 6, 2024, the Company and Matthew Harward entered into a Settlement Agreement and Release (the "Settlement Agreement").
Mr. Harward was employed by the Company as its Chief Marketing Officer from approximately October 2022 until September 29, 2023, pursuant
to an Executive Employment Agreement signed on October 13, 2022 (the "Employment Agreement"). In November 2023, Mr. Harward
informally asserted certain claims against the Company based on the Company's alleged failure to meet its obligations under the
Employment Agreement. The Company disputed those claims and informally asserted other disputed claims against Mr. Harward. Pursuant to
the Settlement Agreement, the parties have agreed to release all mutual claims related to the Employment Agreement and the dispute. In
consideration for Mr. Harward's release of claims, the Company agreed to pay Mr. Harward the total sum of $ 200,000, comprised of
$ 100,000 in cash and $ 100,000 in unregistered shares of the Company's Common Stock. The $ 200,000 is included in accrued liabilities
as of December 31, 2023 and was subsequently paid out in February 2024.

 Registration
Statement on Form S-3

 On
February 12, 2024, the U.S. Securities and Exchange Commission deemed the Company's shelf registration statement on Form S-3 (registration
file number: 333-276680) ("Shelf Registration") effective. Originally filed on January 24, 2024, the Shelf Registration will
provide MGO with the flexibility to issue and sell securities if and when deemed appropriate and in the best interest of our stockholders.

 This
registration statement contains two prospectuses:

 a
 base prospectus that covers the potential offering, issuance, and sale from time to time of our common stock, preferred stock, warrants,
 debt securities, and units in one or more offerings with a total value of up to $ 100,000,000; and

 a
 sales agreement prospectus covering the potential offering, issuance, and sale from time to time of shares of our common stock having
 an aggregate gross sales price of up to $ 1,650,000 pursuant to an equity distribution agreement with Maxim Group LLC.

 Reverse
Stock Split

 On
February 22, 2024, the Board of Directors of the Company unanimously authorized and approved a reverse split of the issued and outstanding
shares of the Company's common stock, par value $ 0.00001 (the "Shares" or "Common Stock"), at a ratio of
any whole number within the range between one-for-ten (1:10) and one-for-twenty-five (1:25), with such ratio to be determined in the
discretion of the Registrant's Board of Directors and with such action to be effected at such time and date as determined by the
Board of Directors (the "Reverse Split"). The Reverse Split was authorized and approved by the Unanimous Written Consent
of the Board of Directors and by the Action by Written Consent of the Stockholders holding the majority of the voting power of the Company,
dated February 22, 2024. Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 was filed on March 11,
2024. The reverse stock split is not effective as of the date of this filing.

 Assignment
of Messi Trademark License Agreement to Centric Brands

 On
March 20, 2024, MGOTEAM 1 LLC, a wholly owned subsidiary of MGO Global Inc., (together, "MGO" or the "Company")
entered into a term sheet with Centric Brands, LLC ("Centric"), providing for the terms and conditions for MGO to assign
and Centric to assume the existing Trademark License Agreement ("License Agreement"), dated November 21, 2021 with an expiration
date of December 31, 2024 ("Expiration Date"), between Leo Messi Management SL ("LMM") and MGO. Pursuant to the
term sheet, Centric will pay to MGO cash consideration of $ 2,000,000 and shall assume MGO's minimum guarantee obligation to LMM
under the License Agreement for payment due dates in 2024 amounting to 1,500,000. MGO received full payment of the $ 2,000,000
consideration on March 22, 2024.

 F- 22

 On
March 21, 2024, MGO, Centric and LMM signed a Deed of Novation, Assignment and Assumption (the "Deed") providing for MGO
to assign all of its rights and obligations under the License Agreement to Centric, and Centric has agreed to assume all of MGO's
rights and obligations in respect of the License Agreement with effect on and from March 21, 2024.

 More
specifically, in accordance with the Deed, MGO assigns to Centric all ownership of, and rights and benefits in and to the License Agreement,
together with any and all collateral material used or useful in the exploitation of the rights granted under the License Agreement until
the Expiration Date and the applicable sell-off period. This includes, non-exhaustively and without limitations, the (i) design files
in illustrator/jpeg formats; (ii) tech packs; and (iii) email customer list and website sales and visitor data. Further, effective no
later than March 30, 2024, or such other date as may be agreed by MGO and Centric, Centric undertakes to take over the online store operated
under the domain www.themessistore.com ("The Messi Store"), owned by LMM, and continue its operations. Centric warrants
that it will keep downtime during the transfer of the domain to a minimum, maintain substantially all of the current functionality of
The Messi Store, replace shipping and logistics, and continue the sale of merchandise. All costs associated and liabilities with the
transfer of The Messi Store following such transfer and its future operation are assumed by Centric. Until the date of such transfer,
MGO will continue to operate The Messi Store.

 Centric
paid MGO the $ 2,000,000 cash consideration in full on March 22, 2024.

 Payment
of Accrued Executive Compensation

 On
March 22, 2024, the Company paid accrued executive compensation of $ 221,588 for 2023 bonus accrued as of December 31, 2023, which we
previously approved by the Compensation Committee. The Company also paid out $ 113,470 in bonus compensation for achievement of milestones
in 2024 as denoted in the 2024 Executive Compensation Plan.

 Amendments
to Executive Employment Agreements

 On
March 27, 2024, the Board approved and adopted the Company's 2024 Executive Compensation Plan, which describes MGO's compensation
philosophy and policies as applicable to the named executive officers for 2024, and explains the structure and rationale associated with
each material element of the executives' compensation. In accordance with the 2024 Executive Compensation Plan, on March 27, 2024,
the Board approved, and the Company entered into, amended executive employment agreements with Maximiano Ojeda, Chief Executive Officer;
Virginia Hilfiger, Chief Brand Officer and Julian Groves, Chief Operating Officer, retroactively effective on January 1, 2024.

 Ojeda
Employment Agreement

 On
March 27, 2024, the Company entered into Amendment No. 1 to the Amended and Restated Executive Employment Agreement, dated October 13,
2022, with Mr. Ojeda, providing for Mr. Ojeda's annual base salary to be increased to $ 325,000 from $ 180,000; a decrease in Mr.
Ojeda's annual cash bonus from up to 100% to up to 25% based on the achievement of predetermined performance goals to be determined
by the Board; a new monthly automobile allowance equal to $ 1,000 per month; a life insurance policy and a disability insurance policy;
a five-year option to purchase a total of 100,000 shares of the Company's common stock with the exercise price equal to 110 % of
the closing price of the Company's common stock on the trading date immediately preceding the date of the grant, as reported on
the Nasdaq Stock Market, LLC; and a grant of 100,000 restricted stock units, which shall vest and convert into shares of the Company's
common stock in equal installments quarterly over the 2024 fiscal year.

 Hilfiger
Employment Agreement

 On
March 27, 2024, the Company entered into Amendment No. 1 to the Amended and Restated Executive Employment Agreement, dated October 13,
2022, with Ms. Hilfiger providing for Ms. Hilfiger's annual base salary to be increased to $ 250,000 from $ 144,000; a decrease in
Ms. Hilfiger's annual cash bonus from up to 100% to up to 25% based on the achievement of predetermined performance goals to be
determined by the Board; a new monthly automobile allowance equal to $ 1,000 per month; a five-year option to purchase a total of 100,000
shares of the Company's common stock with the exercise price equal to 110 % of the closing price of the Company's common stock
on the trading date immediately preceding the date of the grant, as reported on the Nasdaq Stock Market, LLC; and a grant of 100,000
restricted stock units, which shall vest and convert into shares of the Company's common stock in equal installments quarterly
over the 2024 fiscal year.

 Groves
Employment Agreement

 On
March 27, 2024, the Company entered into Amendment No. 1 to the Amended and Restated Executive Employment Agreement, dated October 13,
2022, with Mr. Groves providing for Mr. Groves' annual base salary to be increased to $ 250,000 from $ 130,000; a decrease in Mr.
Groves' annual cash bonus from up to 100% to up to 25% based on the achievement of predetermined performance goals to be determined
by the Board; a new monthly automobile allowance equal to $ 1,000 per month; a five-year option to purchase a total of 100,000 shares
of the Company's common stock with the exercise price equal to 110 % of the closing price of the Company's common stock on
the trading date immediately preceding the date of the grant, as reported on the Nasdaq Stock Market, LLC; and a grant of 100,000 restricted
stock units, which shall vest and convert into shares of the Company's common stock in equal installments quarterly over the 2024
fiscal year.

 Amendment
to 2022 Equity Incentive Plan

 On
April 12, 2024, the Board unanimously authorized and approved an amendment ("Plan Amendment") to MGO's 2022 Equity
Incentive Plan (the "2022 Plan") to increase the number of shares of the Company's common stock, par value $ 0.00001
per share, ("Common Stock") reserved for issuance under the 2022 Plan by an additional 1,825,413 shares of Common Stock.
Such increase will result in a total of 4,511,883 shares of Common Stock being reserved under the 2022 Plan, of which 2,050,705 will
be available for future awards. On April 17, 2024 (the "Record Date"), a majority of our stockholders consented to the Plan
Amendment.

 In
accordance with Rule 14c-2 of the Exchange Act, corporate actions described above will be effective no earlier than twenty (20) days
after a Schedule 14C Information Statement has been mailed to our stockholders, which was mailed on April 29, 2024. The amendment became
effective May 19 th, 2024.

 Nasdaq
Deficiency Notices and Request for Hearing

 On
April 17, 2024, the Company received a notice (the "Notice") from the Listing Qualifications Department of The
Nasdaq Stock Market ("Nasdaq") notifying the Company that 180 calendar day period that it had been provided by Nasdaq to
regain compliance with Nasdaq Listing Rule 5550(a)(2) on April 16, 2024 did not result in the Company regaining compliance.
As a consequence, the Company is not eligible for a second 180 day period, because the Company does not meet the $ 5,000,000 minimum stockholders'
equity requirement for initial listing on The Nasdaq Capital Market. In addition, the Notice informed the Company that in light of the
foregoing and in accordance with Nasdaq Listing Rule 5810(c)(2)(A), the Nasdaq staff could no longer accept a plan for the Company to
regain compliance with Listing Rule 5550(b)(1) and this matter has become an additional and separate basis for delisting the Company's
securities from Nasdaq.

 The
Notice further stated unless the Company requests an appeal of the above determination by April 24, 2024, Nasdaq has determined that
the Company's securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of
business on April 26, 2024, and a Form 25-NSE will be filed with the SEC, which will remove the Company's securities from listing
and registration on The Nasdaq Stock Market.

 On
April 18, 2024, the Company formally requested a hearing before Nasdaq's Hearings Panel (the "Panel") and
such request was granted by Nasdaq on April 19, 2024. The hearing date was held May 30, 2024. The Company is awaiting Nasdaq's decision and anticipates receiving the decision two weeks subsequent to the
date of this filing.

 The
Company's common stock will continue to trade uninterrupted under the symbol "MGOL" on the Nasdaq pending the
Panel's decision.

 F- 23