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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 (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/#460596, Ft. Lauderdale, Fl

 33346

 (Address
 of principal executive offices)

 (Zip
 Code)

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

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

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.

 MGO
GLOBAL INC.

 TABLE
OF CONTENTS

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK
 FACTORS

 ITEM 1B.

 UNRESOLVED
 STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL
 PROCEEDINGS

 ITEM 4.

 MINE
 SAFETY DISCLOSURES

 ITEM 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 [RESERVED]

 ITEM 7.

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

 ITEM 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS
 AND PROCEDURES

 ITEM 9B.

 OTHER
 INFORMATION

 ITEM 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE
 COMPENSATION

 ITEM 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS,
 FINANCIAL STATEMENTS, SCHEDULES

 ITEM 16.

 FORM
 10-K SUMMARY

 INDEX TO FINANCIAL
 STATEMENTS

 This
Annual Report on Form 10-K ("Annual Report") contains forward-looking statements. Statements made in this report that are
not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements, and should
be evaluated as such. Investors are cautioned that such forward-looking statements are based on our management's beliefs and assumptions
and on information currently available to our management and involve risks and uncertainties. Forward-looking statements include statements
regarding our plans, strategies, objectives, expectations and intentions, which are subject to change at any time at our discretion.
Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of
our business plan and strategies. Forward-looking statements include our assessment, from time to time of our competitive position, the
industry environment, potential growth opportunities, the effects and events outside of our control, such as natural disasters, wars,
epidemics or pandemics. Forward-looking statements often include words such as "anticipates," "believes," "could,"
"forecast," "estimates," "expects," "suggest," "hopes," "intends,"
"may," "might," "plans," "potential," "predicts," "targets,"
"projects," "projections," "should," "could," "will," "would"
or the negative of these terms or other similar expressions.

 Where,
in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based
on the current plans and expectations of our management, expressed in good faith and believed to have a reasonable basis. However, there
can be no assurance that the expectation or belief will result or will be achieved or accomplished. The following include some, but not
all, of the factors that could cause actual results or events to differ materially from those anticipated:

 current
 economic conditions, including consumer spending levels and the price elasticity of our products;

 the
 highly competitive and evolving nature of the industry in which we compete;

 our
 ability to successfully manage social, political, economic legal and other conditions affecting our operations and our supply chain
 sources, such as political instability and acts of war or terrorism, natural disasters, disruption of markets, operational disruptions,
 changes in import or export laws, currency restrictions and currency exchange rate fluctuations;

 the
 impact of the loss of one or more of our suppliers of finished goods or raw materials;

 our
 ability to manage our inventory effectively and reduce inventory reserves;

 our
 ability to optimize our global supply chain;

 our
 ability to distribute our products effectively through our ecommerce store and through our growing wholesale distribution channel;

 our
 ability to keep pace with changing consumer preferences;

 the
 impact of any inadequacy, interruption or failure with respect to our information technology or any data security breach;

 our
 ability to protect our reputation and the reputation and images of our licensed and any future proprietary brand(s);

 unanticipated
 changes in our tax rates or exposure to additional income tax liabilities or a change in our ability to realize deferred tax benefits;

 our
 ability to comply with environmental and other laws and regulations;

 changes
 in our relationship with our employees and costs and adverse publicity from violations of labor or environmental laws by us or our
 suppliers;

 our
 ability to attract and retain key personnel; and

 our
 ability to integrate and grow potential acquisitions successfully.

 Set
forth below in Item 1A, "Risk Factors," are additional significant uncertainties and other factors affecting
forward-looking statements. The reader should understand that the uncertainties and other factors listed above or identified
elsewhere in this Annual Report are not a comprehensive list of all the uncertainties and other factors that may affect
forward-looking statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is
not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. We
do not undertake any obligation to update or revise any forward-looking statements or the list of uncertainties and other factors
that could affect those statements. You should, however, consult further disclosures and risk factors we include in Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports filed on Form 8-K.

 SUMMARY
OF RISK FACTORS

 Our
business is subject to a number of risks. You should be aware of these risks before making an investment decision. These risks are discussed
more fully in Item 1A: Risk Factors in this Annual Report. These risks include, among others, that:

 We
 have a history of operating losses and may continue to incur losses for the foreseeable future. We may not be able to generate sufficient
 net sales to achieve or maintain profitability. Failure to maintain an adequate growth rate will materially and adversely affect
 our business, financial condition and operating results;

 Because
 we operate in an evolving industry, our past results may not be indicative of future performance, and our future performance may
 fluctuate materially which will increase your investment risk;

 Our
 relatively limited operating history makes it difficult to evaluate our current business and prospects, and may increase the risk
 of your investment;

 If
 we fail to effectively manage our growth, our business, financial condition and operating results could be harmed;

 Our
 business is highly competitive, many of our current competitors have, and potential competitors may have, longer operating histories,
 larger fulfillment infrastructures, greater technical capabilities, or greater financial, marketing and other resources and larger
 customer bases than we do;

 We
 compete with traditional vendors, and expect competition to continue to intensify in the future from both established competitors
 and new market entrants;

 If
 customers do not purchase our products, our ability to grow our business and operating results may be adversely affected;

 Our
 sales may be adversely affected if we fail to respond to changes in consumer preferences in a timely manner or are not successful
 in expanding our product offerings;

 Our
 business depends on strong brands. We may not be able to maintain and enhance our brands, or we may receive unfavorable customer
 complaints or negative publicity, which could adversely affect our brands and brand credibility;

 Uncertainties
 in economic conditions and their impact on consumer spending patterns could adversely impact our operating results;

 of our vendors to supply high quality and compliant merchandise in a timely manner may damage our reputation and brand and harm our
 business;

 Government
 regulation of the Internet and ecommerce is evolving, and unfavorable changes or failure by us to comply with these regulations could
 substantially harm our business and results of operations;

 to comply with laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or
 the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our
 business and our financial condition;

 Our
 failure or the failure of third-party service providers to protect our site, networks and systems against security breaches, or otherwise
 to protect our confidential information, could damage our reputation and brand and substantially harm our business and operating
 results;

 If
 we lose any of our key management personnel, we may not be able to successfully manage our business or achieve our objectives;

 Our
 Chief Brand Officer is not subject to a non-competition agreement and may engage in a similar business as the Company's
 business;

 We
 may incur material losses and costs as a result of manufacturer's product defects, warranty claims or product liability actions
 that may be brought against us;

 The
 price of our common stock may fluctuate or may decline regardless of our operating performance, resulting in substantial losses for
 investors;

 Geopolitical
 conditions, including trade disputes and direct or indirect acts of war or terrorism, could have an adverse effect on our operations
 and financial results;

 The
 requirements of being a public company may strain our resources, divert management's attention and affect our ability to attract
 and retain additional executive management and qualified board members;

 As
 a result of becoming a public company, we are obligated to develop and maintain proper and effective internal control over financial
 reporting. If we fail to do so in a timely manner, or our internal control over financial reporting is not determined to be effective,
 this may adversely affect investor confidence in our Company and, as a result, the value of our common stock;

 Our
 officers and directors own a substantial amount of our common stock and, therefore, exercise significant control over our corporate
 governance and affairs, which may result in their taking actions with which other shareholders do not agree;

 Existing
 stockholders may sell significant quantities of common stock; and

 We
 are an "emerging growth company" and a "smaller reporting company" under the JOBS Act, and we cannot be certain
 if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common
 stock less attractive to investors.

 Where
You Can Find Additional Information

 The
Company is subject to the reporting requirements under the Exchange Act. The Company files with, or furnishes to, the SEC quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports and will furnish its proxy statement. These filings are available
free of charge on the Company's website, www.mgoglobalinc.com, shortly after they are filed with, or furnished to, the SEC. The
SEC also maintains an Internet website, www.sec.gov, which contains reports and information statements and other information regarding
issuers.

 PART
I

 ITEM
 1.

 BUSINESS

 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 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 Leo Messi Management SL ("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 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.

 Our
Mission

 MGO
is intent on inspiring people worldwide to express their best, most authentic selves through our distinctive lifestyle and consumer product
brands; and delivering superior financial performance and value creation through the optimization of our shared services across our scalable
brand-building platform.

 Our
Core Values

 Since
our inception, we have consciously fostered a corporate culture in which our core values are deeply ingrained in our identity and serve
as a compass to guide our decision-making and business-building processes. Our core values are the source of our Company's drive
and distinctiveness, thoughtfully woven into our organizational fabric to influence how we think, work and act. These core values are:

 Collaboration:
 we enthusiastically welcome and apply insight, experience, ideas and perspective gained from each other, our trusted business partners
 and our customers.

 Integrity:
 we honor our work, which earns trust.

 Accountability:
 we trust our experience and apply common sense when implementing and adhering to financially, socially and environmentally responsible
 policies and practices that positively impact our stakeholders, the communities where we live and work and the world, at large.

 Passion:
 we demonstrate pride in our brands, in the quality of our products and in each other through our words and actions.

 Diversity
 and Inclusion: we embrace and celebrate individual uniqueness and respect diversity of views, ideas and cultures.

 Stand
Flagpoles/Americana Liberty, LLC

 Through
our wholly owned subsidiary Americana Liberty, LLC, MGO operates www.standflagpoles.com, a DTC ecommerce store offering
a thoughtfully curated line of premium outdoor flagpoles for residential and commercial use and other related accessories marketed under
the brand Stand Flagpoles.

 Our
core product line is anchored by the Roosevelt Premium 25ft Telescoping Flagpole Kit, featuring a solid, strong and durable 3"
diameter telescoping pole made from black 14 gauge aircraft aluminum that has been designed to withstand category one hurricane wind
speeds. The hard outer shell of the pole, equipped with an advanced rope and pulley system, has been subjected to an anodization process
to protect the metal from wear and tear and rusting. The flagpole system uses metal pins to lock sections in place and a pinching sleeve
to keep the telescoping sections sturdy. Included in each kit sold is a 4'X6' premium embroidered American flag, interchangeable
premium aluminum gold finial ball, customer lifetime warranty and free shipping. The Roosevelt can also accommodate a solar lighting
mount in lieu of the finial.

 Other
products offered under the Stand Flagpole brand include:

 Standard
 telescoping flagpole kit comes with a 16 gauge rustproof aluminum flagpole (20ft or 25ft) capable of flying two flags, rope and pulley
 system, 3'X5' American flag, gold ball finial and clips and a ground sleeve.

 High
 performance U.S. (3'x5', 4'x6' and 5'x8'); state (3'x5') and military (3'x5')
 flags with brass grommets

 Selection
 of gold eagle finial or replacement gold ball finial

 Hardware
 replacements and parts

 Gift
 cards

 Stand
Flagpole products are sold directly to consumers exclusively through our ecommerce store, found at www.standflagpoles.com.

 Marketing
Strategy for Stand Flagpoles

 MGO
utilizes primarily digital marketing to broadcast, amplify and showcase our Stand Flagpole product line, leaning heavily into
outbound email and digital mobile marketing, as well as social media marketing. Our marketing approach features core messaging focused
on featured flash sales, patriotic holiday promotions (namely, President's Day, Veteran's Day, Memorial Day and Independence
Day) and direct appeals to U.S. military families and supporters and patriotic Americans, in general. Given that 2024 is a national election
year, marketing efforts have expanded to include proactive digital outreach to supporters of the national and state Republican and Democratic
parties.

 Social
Media Marketing

 We
use social media, including Facebook, Instagram and YouTube, as well as email, SMS and direct mail as part of our multi-channel approach
to marketing our Stand Flagpole line of products, and we encourage our customers to use social media while shopping.

 Messi
Brand /MGOTeam1 LLC

 Design
and Aesthetic

 The Messi
Brand was operated by our wholly owned subsidiary, MGOTeam1, LLC. The Messi Brand's
design team was led by MGO co-founder and Chief Brand Officer, Virginia "Ginny" Hilfiger, who worked in close
collaboration with Leo Messi to craft the fundamental design aesthetic that informed and inspired the development of each
year's casual, but elegant spring and fall collections.

 Supply
Chain Strategy

 Based
on our leadership's experience in building global consumer product brands for many of the world's leading companies, we have
established, long-standing relationships and key industry knowledge that empowers us to best identify and leverage qualified third-party
suppliers and manufacturers to produce our raw materials and finished products.

 For the Stand Flagpole
brand, we curate our flagpoles and flagpole accessories from qualified engineering firms and manufacturers based on our stringent, high
quality standards for raw materials, design and durability factors and aesthetics.

 For
the Messi Brand, we directly managed every aspect of our product design, development and production process. Our in-house
innovation and design team worked closely with our suppliers to source or develop the materials for our products that met precise
specifications for comfort, stretch, durability, functionality, sustainability and performance. Our in-house production team,
comprised of contracted industry professionals with longstanding experience working with our Chief Brand Officer, selected our
fabric and trim suppliers, directly managed the relationships between these suppliers and our finished product manufacturers and
drove our production allocation strategy and production schedules. We believe we built a supply chain that was optimized for the Messi
Brand business and through which we could control the design, development and fulfillment of our products.

 We
do not own any manufacturing facilities and do not manufacture any of our products. We purchase our finished products from third-party
manufacturers on a purchase-order basis and do not have any agreements requiring us to use any specific supplier or manufacturer. We
have long-standing relationships with our vendors, built over decades by key members of our team. Chosen based on desired design and
production specifications of a particular product or collection, our global network of valued manufacturers are based in Brazil, China,
India, Latvia, Mexico, Peru, Portugal, Sri Lanka and the United States. We regularly source new suppliers and manufacturers across the
world to support our ongoing innovation and growth, and we carefully evaluate all new suppliers and manufacturers to ensure they share
our high standards for quality and precision in manufacturing, ethical working conditions and social and environmental sustainability
practices.

 Warehousing
and Logistics

 MGO
Global has partnered with an award-winning international logistics company, Bleckmann Logistics, serving many renowned brands across
global consumer goods industries. With distribution centers spanning the Netherlands, Belgium, the United Kingdom and the United States,
this bonded third-party logistics, or 3PL, the Company has the capacity to process more than 300 million pieces of merchandise annually
and distribute over 20 million packages through retail, wholesale and ecommerce sales channels. In addition, this trusted partner shares
our commitment to sustainability with specific initiatives focused on carbon footprint reduction, social involvement and becoming the
employer of choice in its industry and ethical business practices and sustainable growth. Bleckmann provided MGO with 3PL services in
support of warehousing and fulfillment of sales of Messi Brand products to customers in geographic markets outside of the United
States.

 In
October 2023, MGO expanded its global ecommerce order fulfillment and inventory warehousing support platform through its partnership
with U.S.-based Fulfillment Strategies International ("FSI"). Headquartered just west of Atlanta, Georgia, FSI has been providing
its customers – ranging from entrepreneurs to Fortune 500 companies – with scalable inventory management, order fulfillment,
subscription box management and kitting and assembly services for nearly 30 years. The Company is leveraging FSI's warehousing
and logistical capabilities to capitalize on prevailing operational and cost efficiencies made possible with the addition of a U.S.-based
3PL provider with deep expertise in digital commerce. Currently, FSI provides MGO with comprehensive 3PL services in support of Stand
Flagpoles and Messi Brand products sold to customers within the United States, helping to achieve faster order delivery at
lower costs.

 We
regularly evaluate our distribution infrastructure and capacity to ensure that we remain positioned to timely and efficiently meet our
anticipated needs and support continued growth of our brands.

 Market
Opportunities

 Total
Addressable Market – Flagpoles

 Industry
research firm DataIntelo reports that the global flagpole market was $104 million in 2023 and will exceed $274 million by 2024, expanding
at a CAGR of 13.99% during 2024-2023. DataIntelo further noted that key drivers of the anticipated growth are rising real estate development,
growing tourism industry and growing nationalism and patriotism. (Source: DataIntelo, Flagpole Market Outlook 2032, January 1,
2024.)

 VOA
reported on January 16, 2024 that "2024 will go down as one of the most politically consequential years in history, with national
elections in more than 60 countries representing half of the world's population. 2024 is an election year in the United States
and sales of American and state flags, and the flagpoles needed to fly them, are expected to be robust, serving as a source of pride
and unity for Americans and embodying the ideals of liberty, justice, freedom, love of country and national purpose.

 Total
Addressable Market - Apparel

 In
its 28 Dazzling Fashion Industry Statistics 2023 online article dated June 15, 2023, Zippia states that the global fashion
industry was valued at $1.7 trillion as of 2023 and accounts for two percent of the world's GDP. According to McKinsey & Company's
analysis of fashion forecasts, the global industry will post top-line growth of two to four percent in 2024 with regional and country-level
variations. The luxury segment is expected to generate the biggest share of economic profit. However, even there, companies will be challenged
by the tough economic environment. The segment is forecast to grow globally by three to five percent, compared with five to seven percent
in 2023, as consumers rein in spending after a post-pandemic surge. European and Chinese growth is set to slow, while US growth is expected
to pick up after a relatively weak 2023, reflecting the slightly more optimistic outlook there. (Source: McKinsey & Company, The
State of Fashion 2024: Finding Pockets of Growth as Uncertainty Reigns, November 29, 2023)

 E-Commerce
Market Outlook

 Grand
View Research stated in its report, titled B2C Ecommerce Market Size, Share & Trends Analysis Report by Product Category, By Region
and Segment Forecasts, 2024-2030, that the global B2C ecommerce market size was valued at $5.47 trillion in 2023 and is expected
to grow at a compound annual growth rate of 19.1% from 2024 to 2030 to reach $17.77 trillion. Grand View notes, "With the proliferation
of technologies, the incorporation of artificial intelligence, machine learning, augmented reality and virtual reality into
B2C ecommerce platforms improves the shopping experience by providing interactive product graphical representation, virtual try-ons and
customized recommendations, allowing businesses to differentiate themselves and attract customers. Market globalization has created new
opportunities for firms to expand their reach beyond domestic borders, tap into foreign markets, and cater to a shifted consumer base,
propelling growth in the market. Due to the competitive nature of the business-to-consumer ecommerce sector, firms are compelled to innovate
and differentiate themselves through distinct value propositions, creative products, customer-focused strategies, and improved shopping
experiences.

 Retail
Landscape Realities

 Lifestyle
brands, whether accessible or prestige, have faced structural shifts in the retail landscape that have made it more challenging for them
to succeed. Those challenges include:

 Decline
 of Traditional Wholesale Channels: It is estimated by analysts at UBS that between 40,000 to 50,000 retail stores in the
 United States will close down over the next five years. UBS sees the most closures shaking out among clothing and accessories retailers,
 consumer electronics businesses and home furnishing chains, or about 23,500 stores cumulatively within these categories by 2026.
 (Source: CNBC, UBS Expects 50,000 Store Closures in the U.S. Over the Next 5 Years After Pandemic Pause, April 13, 2022)

 Heightened
 Competition from Fast Fashion: The desire for newness has led to enormous competition in the apparel industry from fast fashion
 brands which can quickly manufacture and copy styles at lower prices than designer brands. The global fast fashion market is expected
 to grow from $106.42 billion in 2022 to $122.98 billion in 2023. (Source: The Business Research Company, Fast Fashion Global Market
 Report 2023 – By Gender (Women's Wear, Men's Wear), By Age (Adults Wear, Teens Wear, Kids Wear, Other Ages), By
 Type (Pants, Coat, Skirt, Other Types) – Market Size, Trends, And Global Forecast 2023-2032)

 Direct-to-Consumer, or
 DTC, as an Essential Channel for Every Brand: Given the growth in online and the challenges associated with traditional wholesale
 channels, brands are increasingly seeking DTC channels but often lack the financial or human capital to build them.

 Larger,
 More Fractured Discovery Landscape: According to Publicis Sapient, 87% of shoppers today begin product searches online,
 meaning that younger customers are focused on direct search for brands they already know (Source: Publicis Sapient,
 " Shopper-First Retailing – The New Rules of Retail from the Actions, Voices and Eyes of Today's
 Consumers ", 2018).

 Growing
 Importance of Data: We believe that data and data analytics is critical to helping brands assess their product and efficiently
 acquire customers and improve customer experience. Through traditional wholesale channels, brands receive very minimal data, and
 the data they do receive is often a season old.

 Competitive
Landscape

 Competition
in the global consumer products industry is principally based on product quality, innovation, style, price, brand image, distribution
model and definitive standards for customer experience and service. Generally speaking, our industry is intensely competitive, and many
companies who may be perceived as our competitors have substantially greater financial, distribution and marketing resources, as well
as greater brand awareness.

 Competition
within the U.S. flagpole and flagpole accessory market is comprised mainly of small specialty outdoor retailers, many of which have adopted
direct-to-consumer ecommerce models to market their products to active and veteran miliary families, patriotic Americans, schools/universities
and U.S., state and local government agencies. Among them are Liberty Flagpoles, United States Flag Store, American Flagpole & Flag
Co. and Uncommon US. Large home and outdoor retailers, such as Home Depot and Lowes, also offer flagpole products.

 Our
Competitive Strengths

 We
believe that MGO Global stands to benefit from a number of competitive differentiators that serve to set our Company apart from other
lifestyle brand portfolio companies. Chief among them are:

 Proven,
 Premium Lifestyle Brand Builders Lead MGO. Our Company's design and production team is led by 30-year industry veteran
 Ginny Hilfiger, younger sibling of Tommy Hilfiger, a globally renowned pioneer of classic American cool style. During her 15-year
 tenure as EVP of Design at Tommy Hilfiger's namesake apparel brand, Ginny was the visionary behind Tommy Jeans, the women's
 sportswear and junior lines, the H Hilfiger collection for Federated Department Stores and the successful brand collaboration between
 Tommy and supermodel Gigi Hadid – just to name a few key achievements. Following her run of successes at Tommy, she launched
 her own signature brand "Ginny H" before being recruited as Creative Director for FILA Global, charged with revamping
 FILA's brand DNA globally. MGO's C-suite also includes Julian Groves, Chief Operating Officer, who brings our Company
 over 25 years of experience in global brand strategy and expansion for lifestyle brands that have included J. Brand, True Religion,
 Guess and Burberry; and Chief Executive Officer, Maximiliano Ojeda, an international business executive and entrepreneur who, along
 with Ginny Hilfiger, co-founded MGO and today guides and directs our global business operations and brand-building architecture.

 Established
 Relationships with Many of the World's Leading Consumer Product Manufacturers. Through our team's collective experience
 and sphere of influence in the global consumer product industry, we have knowledge of and direct relationships with many of the world's
 best manufacturers of premium materials and finished goods. Chosen based on desired design and production specifications of a particular
 product or collection, our global network of valued manufacturers span the world with operations in Bangladesh, Brazil, China, India,
 Latvia, Mexico, Peru, Portugal, Sri Lanka and the United States.

 Deep
 Connections with Our Loyal and Passionate Customers. Younger generations are embracing social media platforms and mobile apps,
 in particular, as a means for community building and discovery. This seamless exchange of community-based inspiration encourages
 like-minded consumers to purchase flattering and stylish clothing or patriotic products that allows for unapologetic self-expression
 that reflects their passions and values.

 Data
 Driven, Low-Risk Merchandizing and Smarter Marketing Models. We employ a data-driven approach to design, merchandizing and inventory
 planning and allocation to ensure we deliver products that meet and exceed our customers' high expectations for quality, precision
 and style. We have excellent visibility into our customers' preferences through their purchasing history and direct feedback,
 which we leverage to inform our purchasing decisions. Through our vertical sourcing model and global network of manufacturers, coupled
 with our in-house IT and marketing teams, we have the flexibility to respond quickly to prevailing sales trends and make adjustments
 to our current offerings, if or whenever necessary. We utilize a read and react testing approach with shallow initial buys and data-driven
 repurchasing decisions to iterate our new product offerings, thereby minimizing our inventory risks and optimizing our gross profit
 margins on sales. Further, we employ multiple digital marketing tools and machine learning technologies to identify new customers
 and markets, capture key customer insights, uncover hidden patterns and accelerate our creative marketing processes to achieve higher
 traffic volume to our ecommerce store(s), higher conversion rates and higher customer lifetime value.

 Our
Growth Strategies

 The
key elements of our growth strategy are centered on:

 Driving
 Leverage in Operational Efficiency. We are focused on using our customer and market data to drive actionable insights and improve
 key aspects of our brand management platform's operations. Moreover, we plan to further deepen customer relationships with
 personalization and customization through the development and launch of a customer loyalty program. Through this program, we expect
 to tailor our marketing messages, promotions and product recommendations to each unique customer's preferences with a goal
 of enhancing customer engagement and capturing greater spend.

 Implement
 New Technologies. We will continue to enhance our ecommerce functionality with tools for product recommendations, enhanced payment
 options (e.g., buy now pay later), and improved returns processes to drive conversions and increase order value. We also believe
 there is an opportunity to further leverage our proprietary artificial intelligence-powered and algorithm-driven DTC marketing system
 to drive more efficient customer acquisition, conversion and retention marketing strategies.

 Growing
 through Strategic Acquisitions and Brand Partnerships and Collaborations. Capitalizing on the platform infrastructure we have
 created to support the development, launch and success of The Messi Brand and Stand Flagpoles, we will actively look
 to identify and pursue new opportunities to incubate and vertically integrate other brand and brand concepts into our brand portfolio,
 replicating and scaling our licensing model. In addition, we aim to explore incremental growth opportunities to acquire existing
 lifestyle brands, products or intellectual property that will complement our brand mix and appeal to our customers. Finally, it is
 common practice in the consumer products industry to establish brand collaborations with other leading lifestyle brands to penetrate
 new product categories, enter new markets and expand into new geographic regions. In this regard, we expect to seek out opportunities
 to identify and pursue brand collaborations with premium lifestyle brands with the goal of leveraging and cross-marketing new co-branded
 products to existing and prospective customer bases of both brands to fuel our respective revenue growth.

 Intellectual

 The
Messi License

 On
October 29, 2018, we originally entered into a Trademark License Agreement with Leo Messi Management SL, a company incorporated under
the laws of Spain with VAT number B65073694 registered in the Commercial Registry of Barcelona ("LMM"). Pursuant to that
agreement, LMM granted MGOTEAM 1 LLC the worldwide rights to the "Messi" brand of apparel for a period of nine years.

 On
November 20, 2021, we entered into a new Trademark License Agreement (the "Messi License"), replacing the prior license agreement.
The expiration date of the Messi License is December 31, 2024 The Messi License provides for MGO and LMM to collaborate on a line of
products, including: apparel; accessories; swimwear unrelated to sports; cold weather accessories; outerwear; casual footwear; postcards
(not including Player's signature); posters (not including Player's signature); paintings (not including Player's signature)
and linen and home textiles (the "Products").

 In March 2024, MGO
assigned the Messi License to Centric, which paid us $2,000,000 in cash and assumed the obligation to pay the Minimum Guaranteed Amount
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.

 Stand
Flagpoles License

 On
March 13, 2023, MGO obtained a royalty free, worldwide and exclusive 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.

 On
May 11, 2023, we executed a 12-month consulting agreement with Jason Harward (the "Consultant"),
the owner of Stand Co. and nephew of our former Chief Marketing Officer. The Consultant shall furnish the Company with business continuity
and consulting services. The services to be performed by the Consultant under this agreement shall be requested in writing and agreed
upon by both parties and shall be substantially similar to the following: providing general advice and counsel regarding the 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 expenses for the fair value of the restricted
stock units for the year ended December 31, 2023.

 Licensed
assets include all rights to all stock keeping units ("SKU") of Stand sold under the names: "Roosevelt Premium 25ft
Telescoping Flag Pole Kit," "20FT 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 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.

 Other
Intellectual Property

 This
Annual Report on Form 10-K may also contain trademarks, service marks and trade names of third parties, which are the property of their
respective owners. Our use or display of third parties' trademarks, service marks and trade names or products in this Annual Report
is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks,
service marks and trade names referred to in this Annual Report may appear without the, TM or SM symbols, but the omission of such
references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or
the right of the applicable owner of these trademarks, service marks and trade names.

 Governmental
Regulation and Environmental Matters

 Our
business is subject to a number of laws and regulations that affect companies conducting business on the Internet, many of which are
still evolving and could be interpreted in ways that could harm our business. These laws and regulations include federal and state consumer
protection laws protecting the privacy of consumer information and regulations prohibiting unfair and deceptive trade practices. In particular,
under federal and state privacy laws and regulations, we must provide notice to consumers of our policies on sharing sensitive information
with third parties, advance notice of any changes to our policies and, in some instances, we may be obligated to give customers the right
to prevent sharing of their sensitive information with unaffiliated third parties. The growth and demand for e-commerce could result
in more stringent consumer protection laws that impose additional compliance burdens on online companies. These consumer protection laws
could result in substantial compliance costs.

 In
many jurisdictions, there is currently great uncertainty whether or how existing laws governing issues such as property ownership, sales
and other taxes, libel and personal privacy apply to the Internet and e-commerce. In addition, new tax regulations in jurisdictions where
we do not now collect state and local taxes may subject us to the obligation to collect and remit state and local taxes or subject us
to additional state and local sales and income taxes, or to requirements intended to assist states with their tax collection efforts.
New legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business
or the application of existing laws and regulations to the Internet and e-commerce could result in significant additional taxes on our
business. These taxes or tax collection obligations could have an adverse effect on our cash flows and results of operations. Further,
there is a possibility that we may be subject to significant fines or other payments for any past failures to comply with these requirements.

 We
are subject to U.S. federal, state and local laws and regulations that could affect our business, including those promulgated under the
Occupational Safety and Health Act, the Consumer Product Safety Act, the Flammable Fabrics Act, the Textile Fiber Product Identification
Act, the rules and regulations of the Consumer Products Safety Commission and various environmental laws and regulations. Our operations
also are subject to various international trade agreements and regulations. While we believe that we are in compliance in all material
respects with all applicable governmental regulations, current governmental regulations may change or become more stringent or unforeseen
events may occur, any of which could have a material adverse effect on our financial position or results of operations.

 Organizational
History

 The
Messi Store /MGOTeam 1 LLC

 MGO
Global, Inc. ("MGO", "we", "us", "our", or the "Company") was formed on
December 6, 2021, operating through its subsidiary, MGOTEAM 1 LLC, which designs, manufactures, licenses, distributes, advertises
and sells a range of products under the soccer legend Lionel (Leo) Messi brand, the " Messi Brand." The Messi
Brand is a premium lifestyle brand with a sporty edge; products are primarily marketed and sold on the Company's
ecommerce site, The Messi Store, found at 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 Messi Brand products.

 On
November 20, 2021, the Company entered into a 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 the Messi
Brand products. The Company was to pay LMM an amount of minimum guaranteed royalties totaling Four Million Euros (4,000,000),
net of taxes with the last payment due on November 15, 2024.

 Subsequent to the end of 2023,
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 Trademark License Agreement to Centric, and Centric agreed to assume all of MGO's rights and
obligations in respect of the Trademark License Agreement with effect on and from March 21, 2024. See Note 14 – Subsequent Events
included in the Notes to the Consolidated Financial Statements for the years ended December 31, 2023 and 2022.

 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 the brand name " Stand Flagpoles," domain and website
standflagpoles.com, the Meta pages associated with the 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.

 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 through our Americana Liberty subsidiary.

 On
May 11, 2023, we executed a 12-month consulting agreement with Jason Harward (the "Consultant"),
the owner of Stand Co and nephew of Matt Harward, our former Chief Marketing Officer of MGO. The Consultant shall furnish the Company
with business continuity and consulting services. The services to be performed by the Consultant under this agreement shall be requested
in writing and agreed upon by both parties and shall be 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 as of December 31, 2023.

 Our
Headquarters

 Our
principal corporate address is 1515 SE 17 th Street, Suite 121/#460596, Fort Lauderdale, Florida 33346 and our telephone number
is 347-913-3316. Our corporate website address is www.mgoglobalinc.com and the ecommerce store for The Messi Brand can be found
online at www.themessistore.com and the ecommerce store for Stand Flagpoles can be found online at www.standflagpoles.com. The information
contained on, or that can be accessed through, our websites is not a part of this Annual Report on Form 10-K. We have included our website
address in this Annual Report on Form 10-K solely as an inactive textual reference.

 Employees

 As
of April 1, 2024, we had 7 full-time employees. We also utilize 13 domestic and foreign independent contractors to supplement
our workforce. We consider our relationships with our consultants and independent contractors to be good, and we have not been a party
to any employment-related claims, including sexual, age, racial or other discriminatory allegations.

 ITEM
 1A.

 RISK FACTORS

 This
section describes circumstances or events that could have a negative effect on our financial results or operations or that could change,
for the worse, existing trends in our businesses. The occurrence of one or more of the circumstances or events described below could
have a material adverse effect on our financial condition, results of operations and cash flows or on the trading prices of our common
stock. The risks and uncertainties described in this Annual Report on Form 10-K are not the only ones facing us. Additional risks and
uncertainties that currently are not known to us or that we currently believe are immaterial also may adversely affect our businesses
and operation. Although we have attempted to list comprehensively these important factors, we caution you that other factors may in the
future prove to be important in affecting our results of operations. New factors emerge from time to time, and it is not possible for
us to predict all of these factors, nor can we assess the impact of each such factor on the business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

 The
risks described below set forth what we believe to be the most material risks associated with the purchase of our common stock. Before
you invest in our common stock, you should carefully consider these risk factors, as well as the other information contained in this
Annual Report on Form 10-K.

 Risks
Related to our Business and Industry

 We
have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase
the risk that we will not be successful.

 The
Company has a limited operating history on which to base an evaluation of its business and prospects. The Company is subject to all the
risks inherent in a small company seeking to develop, market and distribute new services, particularly companies in evolving markets
such as the Internet, digital technology and payment systems. The likelihood of the Company's success must be considered, in light
of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the development, introduction,
marketing and distribution of new products and services in a competitive environment.

 Such
risks for the Company include, but are not limited to, dependence on the success and acceptance of the Company's products, the
ability to attract and retain a suitable client base and the management of growth. To address these risks, the Company must, among other
things, generate increased demand; attract a sufficient customer base; respond to competitive developments; successfully introduce new
products; attract, retain and motivate qualified personnel and upgrade and enhance the Company's technologies to accommodate expanded
service offerings. In view of the rapidly evolving nature of the Company's business and its limited operating history, the Company
believes that period-to-period comparisons of its operating results are not necessarily meaningful and should not be relied upon as an
indication of future performance.

 The
Company is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages,
limitations with respect to personnel, financial and other resources and lack of revenues.

 We
have a history of operating losses and may continue to incur losses for the foreseeable future.

 We
recorded a net loss attributable to MGO stockholders of $7,143,404 as of December 31, 2023 and a net loss attributable to MGO stockholders
of $2,582,946 as of December 31, 2022. We cannot anticipate when, if ever, our operations will become profitable. We expect to incur
significant net losses as we develop our business and pursue our business strategy. We intend to invest significantly in our business
before we expect cash flow from operations to be adequate to cover our operating expenses. If we are unable to execute our business strategy
and grow our business, for any reason, our business, prospects, financial condition and results of operations will be adversely affected.

 The
Company is attempting to further implement its business plan and generate sufficient revenue; however, the Company's cash position
may not be sufficient to support its operations. While the Company believes in the viability of its strategy to further implement its
business plan and generate sufficient revenue and in its ability to raise additional funds by the sale of its equity, there can be no
assurances to that effect.

 Our
business depends on our ability to maintain a strong community around the Stand Flagpole brand with engaged customers
and influencers. We may not be able to maintain and enhance our existing brand communities if we receive customer complaints, negative
publicity or otherwise fail to live up to consumers' expectations, which could materially adversely affect our business, financial
condition and results of operations.

 We
believe that maintaining our brand images, particularly with our core target customers, is important to maintaining and expanding our
customer base and sales. Maintaining and enhancing our brand images may require us to make additional investments in areas such as merchandising,
marketing, online operations, online displays and other promotions, and employee training. These investments may be substantial and may
not ultimately be successful. If we are unable to maintain or enhance our brand image, brand awareness and reputation, our business,
financial condition and results of operations may be materially and adversely affected.

 Over
the course of 2023, our ability to successfully market our curated flagpole and flagpole accessories, offered through www. StandFlagpoles.com, has
been dependent on identifying and accessing our target audience of customers, namely active military and military veterans, as well
as American homeowners who desire to display a symbol of their patriotism and political affiliations.

 A
significant portion of our customers' experience with our brands depends on third parties outside of our control, including suppliers
and logistics providers, such as UPS, DHL and the U.S. Postal Service. If these third parties do not meet our or our customers'
expectations or if they increase their rates, our business may suffer irreparable damage, or our costs may increase. In addition, establishing,
maintaining and enhancing relationships with other third-party brands may require us to make substantial investments, and these investments
may not be successful. Also, if we fail to promote and maintain our brands, or if we incur excessive expenses in this effort, our business,
financial condition and results of operations may be materially adversely affected. We anticipate that, as the markets for our branded
product lines become increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive.

 Customer
complaints or negative publicity about our websites or mobile apps, products, merchandise quality, product delivery times, customer data
handling, security practices or customer support, especially on social media, blogs and in reviews, could rapidly and severely diminish
consumer use of our websites or mobile apps and customer and supplier confidence in us, and result in harm to our brand. We believe that
much of the growth in our customer bases to date has originated from word-of-mouth, including social media and our influencer-driven
marketing strategy. If we are not able to develop and maintain positive relationships with our network of influencers or our online customer
community, our ability to promote and maintain or enhance awareness of the Stand Flagpoles brand and leverage social media platforms
to drive visits to www.standflagpoles.com may be adversely affected.

 We
may be unable to maintain a high level of engagement with our customers and increase their spending with us, which could harm our business,
financial condition, cash flows or results of operations.

 A
portion of our net revenue comes from repeat purchases by existing customers, especially those existing customers who are highly engaged
and purchase a significant amount of merchandise from us. If existing customers no longer find our merchandise appealing, they may make
fewer purchases and may stop shopping with us. Even if our existing customers find our merchandise appealing, if customer buying preferences
change, they may decide to purchase less merchandise over time. Additionally, if customers who purchase a significant amount of merchandise
from us were to make fewer purchases or stop shopping with us, then our sales may decline. A decrease in the number of our customers
or a decrease in their spending on the merchandise we offer could negatively impact our business, financial condition, cash flows, and
results of operations. Further, we believe that our future success will depend in part on our ability to increase sales to our existing
customers over time and, if we are unable to do so, our business may suffer.

 Our
success depends on our ability to anticipate, identify, measure and respond quickly to new and rapidly changing market trends, customer
preferences and demands and other factors.

 Our
core market for flagpoles and related ancillary products are subject to new and rapidly changing market
trends, constantly evolving consumer preferences and demands, and preserving brand loyalty. Accordingly, our success is dependent on
our ability to anticipate, identify, measure and respond to the latest trends and customer demands, and to translate such trends and
demands into appropriate, desirable product offerings in a timely manner. A select team of our employees is primarily responsible for
performing this analysis and making initial product decisions, and they rely on feedback on trends from a variety of sources, which may
not accurately predict evolving trends. Our failure to anticipate, identify or react swiftly and appropriately to new and changing trends
or desired customer preferences, or to accurately anticipate and forecast demand for certain product offerings, is likely to lead to
lower demand for our merchandise, which could cause, among other things, sales declines, excess inventories, a greater number of markdowns
and lower margins. Further, if we are not able to anticipate, identify and respond to changing trends and customer preferences, we may
lose customers and market share to our competitors who may be able to better anticipate, identify and respond to such trends and preferences.
In addition, because our success depends on our brand images, our business could be materially adversely affected if new product offerings
are not accepted by our customers. We cannot assure investors that our new product offerings will be met with the same level of acceptance
as our past product offerings or that we will be able to adequately respond to market trends or the preferences of our customers in a
timely manner or at all. If we do not accurately anticipate, identify, forecast or analyze trends and sales levels, it could have a material
adverse effect on our business, financial condition, cash flows and results of operations.

 Our
business depends on effective marketing and high customer traffic.

 We
have many initiatives in our marketing programs particularly with regard to our websites, mobile applications and our social media presence.
If our competitors increase their spending on marketing, if our marketing expenses increase, if our marketing becomes less effective
than that of our competitors, or if we do not adequately leverage technology and data analytics capabilities needed to generate concise
competitive insight, we could experience a material adverse effect on our results of operations. Among other factors, (1) a failure
to sufficiently innovate or maintain effective marketing strategies and (2) U.S. and foreign laws and regulations that make it more
difficult or costly to digitally market, such as the European Union General Data Protection Regulation ("GDPR") and the California
Consumer Privacy Act of 2018 ("CCPA"), may adversely impact our ability to maintain brand relevance and drive increased sales.

 We
rely on third parties to drive traffic to our platform, and these providers may change their algorithms or pricing in ways that could
negatively affect our business, financial condition, cash flows, and results of operations.

 Our
success depends on our ability to attract customers cost effectively. With respect to our marketing channels, we rely heavily on relationships
with providers of online services, search engines, social media, directories and other websites and e-commerce businesses to
provide content, advertising banners and other links that direct customers to our websites. We rely on these relationships to provide
significant traffic to our website. In particular, we rely on digital platforms, such as Instagram, Google and Facebook, as important
marketing channels. Digital channels change their algorithms periodically, and our rankings in organic searches and visibility in social
media feeds may be adversely affected by those changes, as has occurred from time to time, requiring us to increase our spending on paid
marketing to offset the loss in traffic. Search engine companies may also determine that we are not in compliance with their guidelines
and consequently penalize us in their algorithms as a result. Even with an increase in marketing spend to offset any loss in search engine
optimization traffic as a result of algorithm changes, the recovery period in organic traffic may span multiple quarters or years. If
digital platforms change or penalize us with their algorithms, terms of service, display and featuring of search results, or if competition
increases for advertisements, we may be unable to cost-effectively attract customers.

 Our
relationships with digital platforms are not covered by long-term contractual agreements and do not require any specific performance
commitments. In addition, many of the platforms and agencies with whom we have advertising arrangements provide advertising services
to other companies, including retailers with whom we compete. As competition for online advertising has increased, the cost for some
of these services has also increased. A significant increase in the cost of the marketing providers upon which we rely could adversely
impact our ability to attract customers cost effectively and harm our business, financial condition, results of operations and prospects.

 Use
of social media, influencers, affiliate marketing, email, text messages and direct mail may adversely impact our brand and reputation
or subject us to fines or other penalties.

 We
use social media, including Facebook, Instagram, YouTube and Weibo, as well as affiliate marketing, email, SMS, and direct mail as part
of our multi-channel approach to marketing, and we encourage our customers to use social media while shopping. In the future, we may
also elect to establish relationships with social media influencers, who may serve as our brand ambassadors, and engage in sponsorship
initiatives. Laws and regulations governing the use of these platforms and other digital marketing channels are rapidly evolving. It
may become more difficult for us or our partners to comply with such laws, and future data privacy laws and regulations or industry standards
may restrict or limit our ability to use some or all of the marketing strategies on which we currently rely. The failure by us, our employees
or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms could adversely impact
our reputation or subject us to fines or other penalties. In addition, our employees or third parties acting at our direction may knowingly
or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the
public disclosure of proprietary, confidential or sensitive personal information of our business, employees, customers or others. Any
such inappropriate use of social media tools could also cause business interruptions and reputational damage.

 Customers
value readily available information concerning retailers and their goods and services and often act on such information without further
investigation and without regard to its accuracy. Information concerning us, whether accurate or not, may be posted on social media platforms
at any time and may have a disproportionately adverse impact on our brand, reputation or business. The harm may be immediate without
affording us an opportunity for redress or correction and could have a material adverse effect on our business, financial condition and
results of operations.

 In
addition, an increase in the use of social media for product promotion and marketing may cause an increase in the burden on us to monitor
compliance of such materials and increase the risk that such materials could contain problematic product or marketing claims in violation
of applicable regulations. For example, in some cases, the Federal Trade Commission ("FTC") has sought enforcement action
where an endorsement has failed to clearly and conspicuously disclose a financial relationship between an influencer and an advertiser.

 Negative
commentary regarding us, our products or potential influencers and other third parties who are affiliated with us may also be posted
on social media platforms and may be adverse to our reputation or business. Influencers with whom we may establish relationships could
engage in behavior or use their platforms to communicate directly with our customers in a manner that reflects poorly on our brand and
may be attributed to us or otherwise adversely affect us. It is not possible to prevent such behavior, and the precautions we take to
detect this activity may not be effective in all cases. Our target customers often value readily available information and often act
on such information without further investigation and without regard to its accuracy. The harm may be immediate, without affording us
an opportunity for redress or correction.

 We
have not historically used traditional advertising channels, and if we become unable to continue to connect with our target customer
bases, it could have a material adverse effect on our business, financial condition and results of operations.

 We
utilize organic content, email, SMS, direct mail, paid search and social media marketing to capture the interest of our customers and
drive them to our platform. We historically have not used traditional advertising channels, such as newspapers, magazines and television,
which are used by some of our competitors. In the future, we expect to increase our use of social media, such as Facebook, Instagram,
YouTube and Weibo for marketing purposes. If our marketing efforts are not successful, there may be no immediately available or cost-effective
alternative marketing channel for us to use to build or maintain brand awareness. As we execute our growth strategy, our ability to successfully
integrate into our target customers' communities or to expand into new markets will be dependent on our ability to connect with
our target customers through our established marketing channels. Failure to successfully connect with our target customers in new and
existing markets could have a material adverse effect on our business, financial condition and results of operations.

 We
may not be able to successfully implement our growth strategy.

 Our
future growth, profitability and cash flows depend upon our ability to successfully implement our business strategy, which, in turn,
is dependent upon a number of factors, including our ability to:

 grow
 awareness of our brands and attract new customers;

 enhance
 and retain our existing customer relationships;

 pursue
 category expansions; and

 pursue
 deeper international expansion.

 We
cannot ensure that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect. Further,
achieving these objectives will require investments which may result in short-term costs without generating any net revenue and, therefore,
may be dilutive to our earnings. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we
expect our strategy will achieve. The failure to realize those benefits could have a material adverse effect on our business, financial
condition, and results of operations.

 Our
growth plan contemplates expansion into new markets, and our efforts to expand may ultimately be unsuccessful.

 Our
growth plan includes introducing our brands globally, including in countries and regions where we have no or limited operating experience.
Expanding into new countries and regions involves significant risk, particularly if we have no experience in marketing, selling and engaging
with customers in the market. For example, there is no guarantee that the success of a brand in the United Kingdom will translate to
the success of that brand in other countries, such as the United States. Our efforts to expand into new countries and regions could fail
for many reasons, including our failure to accurately or timely identify apparel trends in new markets, different consumer demand dynamics
and lack of acceptance of new offerings by existing or new users, our failure to promote the new markets effectively, or negative publicity
about us or our new markets. In addition, these initiatives may not drive increases in revenue, may require substantial investment and
planning, and may bring us more directly into competition with companies that are better established, operate more effectively or have
greater resources than we do. There is additional complexity associated with local laws, tariffs and shipping logistics in new countries
where our brands do not have an established presence. Expanding into new markets will require additional investment of time and resources
of our management and personnel. If we are unable to cost-effectively expand into new countries and regions, then our growth prospects
and competitive position may be harmed and our business, results of operations and financial condition may suffer.

 We
face risks from our international business.

 Our
current growth strategy includes plans to expand our digital marketing and grow our e-commerce and retail presence internationally over
the next several years. As we seek to expand internationally, we face competition from more established retail competitors. Consumer
demand and behavior, as well as cultural differences, tastes and purchasing trends, may differ, and as a result, sales of our merchandise
may not be successful, or the margins on those sales may not be in line with our expectations. Our ability to conduct business internationally
may be adversely impacted by political, economic and public health events (such as the COVID-19 pandemic), as well as the global economy.
Any challenges that we encounter as we expand internationally may divert financial, operational and managerial resources from our existing
operations, which could adversely impact our financial condition and results of operations.

 In
addition, we are increasingly exposed to foreign currency exchange rate risk with respect to our revenue, profits, assets and liabilities
denominated in currencies other than the U.S. dollar.

 We
rely on consumer discretionary spending and may be adversely affected by economic downturns and other macroeconomic conditions or trends.

 Our
business and results of operations are subject to global economic conditions and their impact on consumer discretionary spending. Customer
purchases of discretionary retail items and specialty retail products, which include apparel, accessories and homewares, may be adversely
affected by economic conditions such as employment levels, salary and wage levels, the availability of customer credit, inflation, high
interest rates, high tax rates, high fuel prices and customer confidence with respect to current and future economic conditions. Customer
purchases may decline during recessionary periods or at other times when unemployment is higher, fuel prices are higher or disposable
income is lower. These risks may be exacerbated for retailers like us that focus significantly on selling discretionary fashion merchandise
to customers who seek value. Customer willingness to make discretionary purchases may decline, may stall or may be slow to increase due
to national and regional economic conditions.

 Our
sales may be particularly susceptible to economic and other conditions in certain regions or states. Considerable uncertainty and volatility
remain in the national and global economy, and any further or future slowdowns or disruptions in the economy could adversely affect online
shopping traffic and customer discretionary spending and could have a material adverse effect on our business, financial condition and
results of operations. In addition, we may not be able to maintain our recent rate of growth in net revenue if there is a decline in
customer spending.

 We
have been adversely affected by the effects of inflation and a potential recession.

 Inflation
has adversely affected our liquidity, 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.

 Merchandise
returns could harm our business.

 We
allow our customers to return merchandise, subject to our return policy. If merchandise return economics become more costly, our business,
financial condition and results of operations could be harmed. Further, we may modify our policies relating to returns from time to time,
which may result in customer dissatisfaction or an increase in the number of merchandise returns. Supplier non-compliance can also result
in increased returns. From time to time our products are damaged in transit, which can increase return rates and harm our brand. Competitive
pressures could cause us to alter our return policies or our shipping policies, which could result in an increase in damaged products
and an increase in merchandise returns.

 If
new trade restrictions are imposed or existing trade restrictions become more burdensome, our ability to source imported merchandise
efficiently and cost effectively could be materially adversely affected.

 We
purchase a portion of our inventory from foreign manufacturers, including those based in China, which is either directly imported by
us from foreign suppliers or imported by domestic importers. Suppliers, to the extent they obtain merchandise from outside of the United
States, are subject to trade restrictions, including tariffs, safeguards, or quotas, changes to which could increase the cost or reduce
the supply of merchandise available to us. Under the World Trade Organization Agreement, effective January 1, 2005, the United States
and other World Trade Organization member countries removed quotas on goods from World Trade Organization members, which in certain instances
we believe affords our suppliers greater flexibility in importing textile and apparel products from World Trade Organization countries
from which they source our merchandise. However, as the removal of quotas resulted in an import surge from China, the United States imposed
safeguard quotas on a number of categories of goods and apparel from China and may impose additional quotas in the future. These and
other trade restrictions could have a significant impact on our suppliers' sourcing patterns in the future. The extent of this
impact, if any, and the possible effect on our purchasing patterns and costs, cannot be determined at this time. We cannot predict whether
any of the countries in which our suppliers' merchandise is currently manufactured or may be manufactured in the future will be
subject to additional trade restrictions imposed by the United States or foreign governments, nor can we predict the likelihood, type
or effect of any restrictions. Trade restrictions, including increased tariffs or quotas, embargoes, safeguards and customs restrictions
against items we offer, as well as U.S. or foreign labor strikes, work stoppages or boycotts, could increase the cost or reduce the supply
of merchandise to our suppliers; and we would expect the costs to be passed along in increased prices to us, which we may be unable to
pass on to our customers, which could have a material adverse effect on our business, financial condition and results of operations.

 Our
direct-to-consumer business model is subject to risks that could have an adverse effect on our results of operations.

 We
sell merchandise direct-to-consumer through our online sites and mobile app. Our direct-to-consumer business model is subject to numerous
risks that could have a material adverse effect on our results. Risks include, but are not limited to, (i) resellers purchasing private
label and exclusive merchandise and reselling it outside of authorized distribution channels; (ii) failure of the systems that operate
our ecommerce websites and their related support systems, including computer viruses; (iii) theft of customer information, privacy concerns,
telecommunication failures and electronic break-ins and similar disruptions; (iv) credit card fraud; and (v) risks related to our supply
chain and fulfillment operations. Risks specific to operating an ecommerce business also include (i) the ability to optimize the online
experience and direct e-commerce channels to consumer needs, (ii) liability for copyright and trademark infringement, (iii) changing
patterns of consumer behavior and (iv) competition from other ecommerce and brick-and-mortar retailers. Our failure to successfully respond
to these risks might adversely affect our sales, as well as damage our reputation and brands.

 Our
brands depend on the promotion of diversity and equality from an ethically and sustainably-sourced supply chain. If we are unable to
do so, damage to our brands and reputation could result or failure to expand our brands could harm our business and results of operations.

 Our
customers and employees are increasingly focused on environmental, social and sustainability practices. We will depend significantly
on building and maintaining our brands and reputation for promoting diversity and equality from an ethically- and sustainably sourced
supply chain to attract customers and employees and grow our business. If we are unable to, for instance, prioritize transparency among
our employees, appropriately enforce fair labor practices, obtain our materials from ethical and sustainable suppliers or reduce waste,
our brands and reputation could be significantly impaired, which could adversely affect our business, results of operations and financial
condition. Customer values could shift faster than we are able to adjust our merchandise proposition.

 We
could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our consumers
would have to pay for our offering and adversely affect our operating results.

 In
general, we have not historically collected state or local sales, use or other similar taxes in any jurisdictions in which we do not
have a tax nexus, in reliance on court decisions or applicable exemptions that restrict or preclude the imposition of obligations to
collect such taxes with respect to online sales of our products. In addition, we have not historically collected state or local sales,
use or other similar taxes in certain jurisdictions in which we do have a physical presence, in reliance on applicable exemptions. On
June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc., that state and local jurisdictions may, at least in
certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction.
A number of states have already begun, or have positioned themselves to begin, requiring sales and use tax collection by remote vendors
and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state. While we now
collect, remit and report sales tax in all states that impose a sales tax, it is still possible that one or more jurisdictions may assert
that we have liability for previous periods for which we did not collect sales, use or other similar taxes; and if such an assertion
or assertions were successful, it could result in substantial tax liabilities, including for past sales taxes and penalties and interest,
which could materially adversely affect our business, financial condition and operating results.

 We
do not have our own warehouse or distribution facilities but rely on a sole third-party logistics providers responsible for warehousing
and fulfilling our orders. If our third-party providers experience disruptions to the operation of its distribution centers, it could
have a material adverse effect on our business, financial condition and results of operations.

 While
we expanded our 3PL support services in 2023 through our partnership with a U.S.-based order fulfillment and inventory warehousing company
with deep expertise in digital commerce, we have also relied on an international logistics company serving many renowned brands across global
consumer goods industries for warehousing and fulfillment of our orders. This provider has distribution centers in Netherlands, Belgium,
the United Kingdom and the United States and has a capacity to process more than 300 million pieces of merchandise annually and distribute
over 20 million packages through retail, wholesale and ecommerce sales channels. All of our merchandise is shipped from our suppliers
to one of our providers' distribution facilities and then packaged and shipped from these distribution facilities to our customers.
The success of our business depends on our timely receipt of merchandise so we can continuously bring new, on-trend products online for
sale. The success of our business also depends on customer orders being timely processed and delivered to meet promised delivery dates
and satisfy our customers. The efficient flow of our merchandise requires that we have adequate capacity and uninterrupted service in
our distribution facilities to support both our current level of operations and the anticipated increased levels that may follow from
our growth plans. In order to accommodate future growth, we will either need to expand and upgrade distribution facilities with our existing
provider or engage additional providers. Upgrading our existing arrangement or transferring our operations to another third-party provider
with greater capacity will require us to incur additional costs, which could be significant, and may require us to obtain additional
financing. Our failure to provide adequate order fulfillment, secure additional distribution capacity when necessary or retain a suitable
third-party logistics provider could impede our growth plans. Further increasing this capacity could increase our costs, which in turn
could have a material adverse effect on our business, financial condition and results of operations.

 In
addition, if our current providers encounter difficulties associated with their distribution facilities or if they were to shut down
or be unable to operate for any reason, including because of fire, natural disaster, power outage or other event, we could face inventory
shortages, resulting in "out-of-stock" conditions on our website, and delays in shipments, resulting in significantly higher
costs and longer lead times distributing our merchandise.

 Because
we operate in an evolving industry, our past results may not be indicative of future performance, and our future performance may fluctuate
materially, which will increase your investment risk.

 We
operate in a rapidly evolving industry that may not develop as expected, if at all. Although we have experienced significant growth in
net sales and the number of our active customers, it may be difficult to assess our future prospects. You should consider our business
and prospects in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to, among other
things: acquire new customers who purchase products from us at the same rate and of the same type as existing customers; retain our existing
customers and have them continue to purchase products from us at rates and methods consistent with their prior purchasing behavior; encourage
customers to expand the categories of products they purchase from us; attract new brand partners so that we may offer a broader range
of quality products to our customers at attractive prices; retain our existing brand partners and offer additional quality products to
our customers at attractive prices; increase brand awareness; provide our customers with superior customer support; fulfill and deliver
orders in a timely way and in accordance with customer expectations, which may change over time; respond to changes in consumer access
to and use of the Internet and mobile devices; react to challenges from existing and new competitors; avoid interruptions or disruptions
in our business; develop and maintain a scalable, high-performance technology and fulfillment infrastructure that can efficiently and
reliably handle increased usage, as well as the deployment of new features and the sale of new products and services; respond to macroeconomic
trends; and hire, integrate and retain qualified personnel.

 If
we fail to effectively manage our growth, our business, financial condition and operating results could be harmed.

 To
effectively manage our growth, we must continue to implement our operational plans and strategies, improve and expand our infrastructure
of people and information systems and expand, train and manage our employee and contractor base. We have increased employee and contractor
headcount since our inception to support the growth in our business, and we intend for this growth to continue for the foreseeable future.
To support continued growth, we must effectively integrate, develop and motivate new employees, while maintaining our corporate culture.
We face competition for qualified personnel. Additionally, we may not be able to hire new employees quickly enough to meet our needs.
If we fail to effectively manage our hiring needs or successfully integrate our new hires, our efficiency and ability to meet our forecasts
and our employee morale, productivity and retention could suffer, which may have a material adverse effect on our business, financial
condition and operating results.

 We
also acquire and retain customers through paid search/product listing ads, paid social, retargeting and personalized email and inbound
marketing. If we are unable to cost-effectively drive traffic to our websites or mobile app, our ability to acquire new customers and
our financial condition would suffer.

 Additionally,
the growth and expansion of our business and our product offerings in the future will place significant demands on our management. The
growth of our business may require significant additional resources, which may not scale in a cost-effective manner or may negatively
affect the quality of our customer experience. We are also required to manage multiple relationships with various vendors, customers
and other third parties. Further growth of our operations, our vendor base, our fulfillment process, information technology systems or
our internal controls and procedures may not be adequate to support our operations. If we are unable to manage the growth of our organization
effectively, our business, financial condition and operating results may be materially and adversely affected.

 If
we are unable to obtain additional funding, we may not be able to grow our business operations.

 We
will require additional funds to implement our business strategy. We may issue additional equity securities to raise needed capital.
We may be unable to secure such funding when needed in adequate amounts or on acceptable terms, if at all. Any additional equity financing
may involve substantial dilution to our then existing stockholders. The inability to raise additional capital will restrict our ability
to develop and conduct business operations.

 We
may be unable to accurately forecast net sales and appropriately plan our expenses in the future.

 We
may base our current and future expense levels on our operating forecasts and estimates of future net sales and gross margins. Net sales
and operating results are difficult to forecast, because they generally depend on the volume, timing and type of orders we receive, all
of which are uncertain. Additionally, our business is affected by general economic and business conditions in the United States. A significant
portion of our expenses is fixed, and as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected
shortfall in net sales. Any failure to accurately predict net sales or gross margins could cause our operating results in any given quarter,
or a series of quarters, to be lower than expected, which could cause the price of our common stock to decline substantially.

 Competition
from other brands may hinder the development of our business.

 Increased
competitor consolidations, marketplace competition and competitive product and pricing pressures could impact our earnings, market share
and volume growth. If, due to such pressure or other competitive threats, we are unable to sufficiently maintain or develop our sales,
we may be unable to achieve our current revenue and financial targets. As a means of maintaining and expanding our sales revenues, we
intend to introduce additional brands. We may not be successful in doing this, or it may take us longer than anticipated to achieve market
acceptance of these new brands, if at all. Other companies may be more successful in this regard over the long term. Competition, particularly
from companies with greater financial and marketing resources than ours, could have a material adverse effect on our existing markets,
as well as on our ability to expand the market for our products.

 We
compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success.

 Our
business is substantially dependent upon awareness and market acceptance of our products and brands by our target markets: patriotic
Americans and military service families. In addition, our business depends on acceptance by ecommerce and social media sales and distribution
platforms that have the potential to provide incremental sales growth. If we are not successful in the growth of our brand and product
offerings or obtaining the rights to other brands, we may not achieve and maintain satisfactory levels of acceptance by ecommerce and
social media platforms and retail consumers. Any failure of our brands to maintain or increase acceptance or market penetration would
likely have a material adverse effect on our revenues and financial results.

 Our
brands' images are keys to our business and any inability to maintain positive brand images could have a material adverse effect
on our results of operations.

 Our
success depends on our ability to maintain a positive brand image for our existing products and effectively build up brand image for
new products and brand extensions. We cannot predict whether our advertising, marketing and promotional programs will have the desired
impact on our products' branding and on consumer preferences. In addition, negative public relations and product quality issues,
whether real or imagined, could tarnish our reputation and image of the affected brands and could cause consumers to choose other products.
Our brand image can also be adversely affected by unfavorable reports, studies and articles or litigation involving our products or those
of our competitors.

 If
we fail to protect our trademarks, copyrights and trade secrets, we may be unable to successfully market our products and compete effectively.

 We
rely on a combination of trademark, copyright and trade secrecy laws, confidentiality procedures and contractual provisions to protect
our intellectual property rights. Failure to protect
our intellectual property could harm our brand and our reputation, and adversely affect our ability to compete effectively. Further,
enforcing or defending our intellectual property rights, including our trademarks, copyrights and trade secrets, could result in the
expenditure of significant financial and managerial resources. We regard our intellectual property, particularly our trademarks, copyrights
and trade secrets, as crucial to our business and our success. However, the steps taken by us to protect these proprietary rights may
not be adequate and may not prevent third parties from infringing or misappropriating our trademarks, copyrights trade secrets or similar
proprietary rights. In addition, other parties may seek to assert infringement claims against us, and we may have to pursue litigation
against other parties to assert our rights. Any such claim or litigation could be costly. Furthermore, any event that would jeopardize
our proprietary rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or
sell our brands, profitably exploit our products or recoup our associated research and development costs.

 If
we lose any of our key management personnel, we may not be able to successfully manage our business or achieve our objectives.

 Our
future success depends in large part upon the leadership and performance of our management and consultants. The Company's operations
and business strategy are dependent upon the knowledge and business experience of our executive officers and our consultants. We have
entered into employment agreements with Maximiliano Ojeda, our Chief Executive Officer; Virginia Hilfiger, our Chief Brand Officer; and
Julian Groves, our Chief Operating Officer. Nonetheless, if we were to lose the services of Mr. Ojeda, Ms. Hilfiger or Mr. Groves, our
ability to manage our relationship with Stand Co. and create new products; as well as our ability to manage
our operations, could be materially impaired. Although we hope to retain the services of all of our officers, if an officer should choose
to leave us for any reason before we have hired additional personnel, our operations may suffer. If we should lose their services before
we are able to engage and retain qualified employees and consultants to execute our business plan, we may not be able to continue to
develop our business as quickly or efficiently.

 In
addition, we must be able to attract, train, motivate and retain highly skilled and experienced employees in order to successfully develop
our business. Qualified employees often are in great demand and may be unavailable in the time frame required to satisfy our business
requirements. We may not be able to attract and retain sufficient numbers of qualified employees in the future. The loss of personnel
or our inability to hire or retain sufficient personnel at competitive rates of compensation could impair our ability to successfully
grow our business. If we lose the services of any of our consultants, we may not be able to replace them with similarly qualified personnel,
which could harm our business.

 Our
management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day
management of our business.

 The
individuals who now constitute our management team have limited experience managing a publicly-traded company and complying with the
increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition
to being a public company subject to significant regulatory oversight and incremental reporting obligations under the federal securities
laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention
away from the day-to-day management of our business, which could materially and adversely affect our business, financial condition and
operating results.

 We
depend on the continued growth of ecommerce.

 The
business of selling products over the Internet is highly dynamic. If customers cease to find our website experience easy to use and offering
good value, or otherwise lose interest in shopping in this manner, we may not acquire new customers at rates consistent with historical
or projected periods, and existing customers' buying patterns and levels may be less than historical or projected rates and our
business, financial condition and operating results may suffer.

 If
we fail to acquire new customers, we may not be able to increase net sales or achieve profitability.

 We
have invested in marketing and branding related to customer acquisition and expect to continue to do so. We must continue to acquire
customers in order to increase net sales and achieve profitability. In order to expand our customer base, we must appeal to and acquire
customers who have historically used other means of commerce to purchase products and may prefer alternatives to our offerings, other
retailers' websites or the websites of our competitors. We cannot assure that the net sales from new customers we acquire will
ultimately exceed the cost of acquiring those customers. If consumers do not perceive the products we offer to be of high value and quality,
we may not be able to acquire new customers. If we are unable to acquire new customers who purchase products in numbers sufficient to
grow our business, the net sales we generate may decrease, and our business, financial condition and operating results may be materially
and adversely affected.

 We
use social networking sites, such as Facebook, Instagram and YouTube, online services, search engines, affiliate marketing websites,
directories and other social media websites and ecommerce businesses to advertise, market and direct potential customers to our site.
As ecommerce and social networking continue to rapidly evolve, we must continue to use ecommerce and social media channels that are used
by our current and prospective customers and cost-effectively drive traffic to our website. We believe that failure to utilize these
channels as sources of traffic to our site to generate new customers would adversely affect our financial condition.

 Our
reliance on logistics service providers, distributors, ecommerce and social media platforms, retailers and brokers could affect our ability
to efficiently and profitably promote, sell, distribute and market our products, maintain our existing markets and expand our business
into other geographic markets.

 Our
ability to maintain and expand our existing markets for our products, and to establish markets in new geographic distribution areas,
is dependent on our ability to establish and maintain successful relationships with reliable logistics service providers, distributors,
ecommerce and social media platforms, retailers and brokers strategically positioned to serve those areas. Most of our distributors,
retailers and brokers promote, sell and distribute competing products, and our products may represent a small portion of their businesses.
The success of our distribution network depends on the performance of the logistics service providers, distributors, ecommerce and social
media platforms, retailers and brokers in our network. There is a risk they may not adequately perform their functions within the network
by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities that may not be receptive
to our product. Our ability to incentivize and motivate distributors to manage and sell our products is affected by competition from
other companies who have greater resources than we do. To the extent that our distributors, retailers and brokers are distracted from
selling our products or do not employ sufficient efforts in managing and selling our products, our sales and results of operations could
be adversely affected. Furthermore, such third parties' financial position or market share may deteriorate, which could adversely
affect our distribution, marketing and sales activities.

 We
will be dependent on our suppliers and do not have supply agreements with our suppliers. Events adversely affecting our suppliers, manufacturers
and contractors would adversely affect us.

 If
we experience significantly increased sales and since we do not have supply agreements to ensure our requirements, there can be no assurance
that additional products will be available when required or on terms that are favorable to us, or that a supplier would allocate sufficient
products to us in order to meet our requirements or fill our orders in a timely manner which could lead to delays to our customers, which
could hurt our relationships with our customers, result in negative publicity, damage our brand and adversely affect our business, prospects
and operating results.

 We
intend to maintain a full supply chain for the provision of our products. Suppliers, manufacturers, service providers and contractors
may elect, at any time, to decline or withdraw services necessary for our operations. Loss of these suppliers, manufacturers, service
providers and contractors may have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition, any significant interruption, negative change in the availability or economics of the supply chain or increase in the prices
for the production of our products provided by any such third-party suppliers, manufacturers, service providers and contractors could
materially impact our business, financial condition, results of operations and prospects. Any inability to secure required supplies or
to do so on appropriate terms could have a materially adverse impact on our business, financial condition, results of operations and
prospects.

 Our
sales may be adversely affected if we fail to respond to changes in consumer preferences in a timely manner or are not successful in
expanding our product offerings.

 Our
financial performance depends on our ability to identify, originate and define retail product trends, as well as to anticipate, gauge
and react to changing consumer preferences in a timely manner. Our products must appeal to a broad audience whose preferences cannot
be predicted with certainty and are subject to change. Our business fluctuates according to changes in consumer preferences dictated
in part by perceived product value and seasonal variations.

 We
may broaden our product offerings in the future. We continue to explore additional categories which may be accepted by our target customers.
If we offer new products or categories that are not accepted by our customers, our sales may fall short of expectations, our brand and
reputation could be adversely affected and we may incur expenses that are not offset by sales. If we expand into new categories, consumer
demands may be different, and there is no assurance that we will be successful in these new categories. We may make substantial investments
in such new categories in anticipation of future net sales. If the launch of a new category requires investments greater than we expect,
if we are unable to attract vendors that produce sufficient high quality, value-oriented products or if the sales generated from a new
category grow more slowly or produce lower gross margins than we expect, our results of operations could be adversely impacted.

 Expansion
of our brands and product lines may also strain our management and operational resources, specifically the need to hire and manage additional
merchandise buyers to source these new products. We may also face greater competition in specific categories from Internet sites or retailers
that are more focused on such categories. It may be difficult to differentiate our offering from other competitors as we offer additional
product categories, and our customers may have additional considerations in deciding whether or not to purchase these additional product
categories. In addition, the relative profitability, if any, of new product lines may be lower than what we have experienced historically,
and we may not generate sufficient net sales from new product initiatives to recoup our investments in them. If any of these were to
occur, it could damage our reputation, limit our growth and have a material adverse effect on our business, financial condition and operating
results.

 Uncertainties
in economic conditions and their impact on consumer spending patterns could adversely impact our operating results.

 Our
performance is subject to economic conditions and their impact on levels of consumer spending. Some of the factors adversely affecting
consumer spending include levels of unemployment, consumer debt levels, changes in net worth based on market changes and uncertainty,
home foreclosures and changes in home values, fluctuating interest rates, credit availability, government actions, fluctuating fuel and
other energy costs, fluctuating commodity prices and general uncertainty regarding the overall future economic environment. Consumer
purchases of discretionary items, including our merchandise, generally decline during periods when disposable income is adversely affected
or there is economic uncertainty. Adverse economic changes in any of the regions in which we sell our products could reduce consumer
confidence and could negatively affect net sales and have a material adverse effect on our operating results.

to continue to provide our customers with merchandise from vendors will harm our business.

 Our
net sales depend, in part, on our ability to continue to source merchandise in sufficient quantities at competitive prices from vendors.
Offering a variety of styles, categories and products at affordable price points is important to our ability to acquire new customers
and to keep our existing customers engaged and purchasing products. Growth in the number of our customers, as well as increased competition,
may make it difficult to source additional brands and styles in sufficient quantities and on acceptable terms to meet the demand of our
customers.

 We
have no contractual assurances of continued supply, pricing or access to new products, and vendors could change the terms upon which
they sell to us or discontinue selling to us for future sales at any time. If we are not able to effectively promote our brand, we may
lose customers to our competitors. Even if we identify new vendors, we may not be able to purchase desired merchandise in sufficient
quantities on terms acceptable to us in the future, and products from alternative sources, if any, may be of a lesser quality or more
expensive than those from existing vendors. An inability to purchase suitable merchandise on acceptable terms or to source new vendors
could have a material adverse effect on our business, financial condition and operating results.

of our vendors to supply high quality and compliant merchandise in a timely manner may damage our reputation and brand and harm our business.

 We
depend on our vendors to supply high-quality merchandise in a timely manner. The failure of these vendors to supply merchandise which
meets our quality standards or the quality standards of our customers could damage our reputation and harm our business, financial condition
and operating results.

 Our
vendors are subject to various risks, including raw material costs, inflation, labor disputes, union organizing activities, boycotts,
financial liquidity, product merchantability, safety issues, inclement weather, natural disasters, disruptions in exports, trade restrictions,
trade disruptions, currency fluctuations and general economic and political conditions that could limit the ability of our vendors to
provide us with high-quality merchandise on a timely basis and at prices and payment terms that are commercially acceptable. For these
or other reasons, one or more of our vendors might not adhere to our vendor terms and conditions or their applicable contract or might
stop providing us with high-quality merchandise. If there are any deficiencies in the products our vendors have provided to us, we might
not identify such deficiencies before products ship to our customers.

 In
addition, our vendors may have difficulty adjusting to our changing demands and growing business. Failure of our vendors to provide us
with quality merchandise that complies with all applicable laws, including product safety regulations and legislation in a timely and
effective manner could damage our reputation and brand. Further, any merchandise could become subject to a recall, regulatory action
or legal claim, which could result in increased legal expenses as well as damage to our reputation and brand and harm to our business.
We cannot predict whether any of the countries in which our merchandise currently is manufactured or may be manufactured in the future
will be subject to additional trade restrictions imposed by the United States and other foreign governments, including the likelihood,
type or effect of any such restrictions. Such developments could have a material adverse effect on our business, financial condition
and operating results.

 We
purchase our merchandise from numerous domestic and international manufacturers. Failure of our vendors to comply with applicable laws
and regulations and contractual requirements could lead to litigation against us, resulting in increased legal expenses and costs.

 If
we do not successfully optimize and manage our fulfillment processes, our business, financial condition and operating results could be
harmed.

 If
we do not optimize and manage our fulfillment processes successfully and efficiently, it could result in excess or insufficient fulfillment,
an increase in costs or impairment charges or harm our business in other ways. If we do not have sufficient fulfillment capacity or experience
a problem fulfilling orders in a timely manner, our customers may experience delays in receiving their purchases, which could harm our
reputation and our relationship with our customers.

 If
we add new products or categories with different fulfillment requirements or change the mix in products that we sell, our fulfillment
will become increasingly complex. Failure to successfully address such challenges in a cost-effective and timely manner could impair
our ability to timely deliver our customers' purchases and could harm our reputation and ultimately, our business, financial condition
and operating results.

 If
we grow faster than we anticipate, we may exceed our fulfillment center's capacity, we may experience problems fulfilling orders
in a timely manner or our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship
with our customers, and we would need to increase our capital expenditures more than anticipated.

 We
are subject to payment-related risks.

 We
accept payments using a variety of methods, including credit card, debit card, PayPal, gift cards and interest-free payments through
Klarna. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time
and raise our operating costs and lower profitability. We are also subject to payment card association operating rules and certification
requirements, including the Payment Card Industry Data Security Standard and rules governing electronic funds transfers, which could
change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with the rules or requirements of
any provider of a payment method we accept, among other things, we may be subject to fines or higher transaction fees and may lose, or
face restrictions placed upon, our ability to accept credit and debit card payments from consumers or facilitate other types of online
payments. If any of these events were to occur, our business, financial condition and operating results could be materially and adversely
affected.

 We
also may incur significant losses from fraud. We may incur losses from claims that the consumer did not authorize the purchase, from
merchant fraud, from erroneous transmissions and from consumers who have closed bank accounts or have insufficient funds in them to satisfy
payments. In addition to the direct costs of such losses, if they are related to credit card transactions and become excessive, they
could potentially result in our losing the right to accept credit cards for payment. In addition, under current credit card practices,
we are liable for fraudulent credit card transactions because we do not obtain a cardholder's signature. We use a third-party fraud
specialist to monitor our credit transactions. Our failure to adequately control fraudulent transactions could damage our reputation
and brand and result in litigation or regulatory action, causing an increase in legal expenses and fees and substantially harm our business,
financial condition and operating results.

 Government
regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could
substantially harm our business and results of operations.

 We
are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce.
Existing and future regulations and laws could impede the growth of the Internet, ecommerce or mobile commerce. These regulations and
laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, consumer
protection and gift cards. We cannot guarantee that our practices have complied, comply or will comply fully with all such laws and regulations.
Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a
loss in business and proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our
reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing
business, decrease the use of our site by consumers and vendors and may result in the imposition of monetary liability. We may also be
contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any such laws
or regulations.

to comply with laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the
enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business
and our financial condition.

 A
variety of laws and regulations govern the collection, use, retention, sharing and security of consumer data. Laws and regulations relating
to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations. We strive to comply
with all applicable laws, regulations and other legal obligations relating to privacy, data protection and consumer protection, including
those relating to the use of data for marketing purposes. It is possible, however, that these requirements may be interpreted and applied
in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. We cannot guarantee
that our practices have complied or will comply fully with all such laws, regulations, requirements and obligations. Any failure, or
perceived failure, by us to comply with any privacy or consumer protection-related laws, regulations, industry self-regulatory principles,
industry standards or codes could adversely affect our reputations, brand and business, and may result in claims, proceedings or actions
against us by governmental entities or others or other liabilities. Any such claim, proceeding or action could hurt our reputation, brand
and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing
business, result in a loss of customers and vendors and may result in the imposition of monetary liability. We may also be contractually
liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any laws, regulations or other
legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store
or handle as part of operating our business.

 Our
failure or the failure of third-party service providers to protect our site, networks and systems against security breaches, or otherwise
to protect our confidential information, could damage our reputation and brand and substantially harm our business and operating results.

 We
collect, maintain, transmit and store data about our customers, vendors and others, including credit card information and personally
identifiable information, as well as other confidential and proprietary information. We also employ third-party service providers that
store, process and transmit proprietary, personal and confidential information on our behalf. We rely on encryption and authentication
technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card
numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure
of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. More
generally, we take steps to protect the security, integrity and confidentiality of the information we collect, store or transmit, but
there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized
access to this information despite our efforts. Our security measures, and those of our third-party service providers, may not detect
or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social
engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information. We and our service
providers may not have the resources or technical sophistication to anticipate or prevent all types of attacks, and techniques used to
obtain unauthorized access or sabotage systems change frequently and may not be known until launched against us or our third-party service
providers. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches
by our employees or by persons with whom we have commercial relationships.

 Any
compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data
security and other laws, and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security
measures, which could have an adverse and material effect on our business, financial condition and operating results. Although we maintain
privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate for liabilities
actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. We may need to devote
significant resources to protect against security breaches or to address problems caused by breaches, diverting resources from the growth
and expansion of our business.

 Breaches
of our online commerce security could occur and could have an adverse effect on our reputation.

 A
significant barrier to online commerce and communications is the secure transmission of confidential information over public networks.
There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography and cybersecurity, or
other events or developments will not result in a compromise or breach of the technology used by the Company to protect customer transaction
data. If any such compromise of the Company's security were to occur, it could have a material adverse effect on our reputation
and, therefore, on our business, results of operations and financial condition. Furthermore, a party who is able to circumvent our security
measures could misappropriate proprietary information or cause interruptions in the Company's operations. We may be required to
expend significant capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches.
Concerns over the security of transactions conducted on the Internet and other online services and the privacy of users may also inhibit
the growth of the Internet and other online services generally, and the Web in particular, especially as a means of conducting commercial
transactions. To the extent that activities of the Company involve the storage and transmission of proprietary information, security
breaches could damage our reputation and expose the Company to a risk of loss or litigation and possible liability. There can be no assurance
our security measures will prevent security breaches or that failure to prevent such security breaches will not have a material adverse
effect on the Company's business, results of operations and financial condition

 We
may incur material losses and costs as a result of manufacturer's product defects, warranty claims or product liability actions
that may be brought against us.

 We
face an inherent business risk of exposure to product liability in the event that products that we sell fail to perform as expected or
failure results in bodily injury or property damage which could cause us to lose revenues, incur increased costs associated with customer
support, experience delays increased returns or discounts, and damage our reputation, all of which could negatively affect our financial
condition and results of operations. If any of the products we sell are or are alleged to be defective, we may be required to participate
in a recall involving such products.

 Our
ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

 In
the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be
available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. If we sell any such securities
in subsequent transactions, investors may be materially diluted. Debt financing, if available, may involve restrictive covenants and
could reduce our operational flexibility or profitability, such as covenants that could limit our ability to, among other things, incur
additional indebtedness, liens or other encumbrances, make dividends or other distributions to holders of our capital stock, and sell
or transfer assets, as well as certain financial covenants. If we cannot raise funds on acceptable terms, we may not be able to grow
our business or respond to competitive pressures.

 The
price of our common stock may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses
for investors.

 The
trading price of our common stock may be subject to instances of extreme stock price run-ups followed by rapid price declines and stock
price volatility unrelated to both our actual and expected operating performance and financial condition or prospects, making it difficult
for prospective investors to assess the rapidly changing value of our stock. Further, the trading price of our common stock is likely
to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control,
including limited trading volume, actual or anticipated fluctuations in our results of operations; the financial projections we may provide
to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to initiate
or maintain coverage of our Company, changes in financial estimates or ratings by any securities analysts who follow our Company or our
failure to meet these estimates or the expectations of investors; announcements by us or our competitors of significant innovations,
acquisitions, strategic partnerships, joint ventures, operating results or capital commitments; changes in operating performance and
stock market valuations of other companies in our industry; price and volume fluctuations in the overall stock market, including as a
result of trends in the economy as a whole; changes in our Board or management; sales of large blocks of our common stock, including
sales by our executive officers, directors and significant stockholders; lawsuits threatened or filed against us; changes in laws or
regulations applicable to our business; the expiration of lock-up agreements; changes in our capital structure, such as future issuances
of debt or equity securities; short sales, hedging and other derivative transactions involving our capital stock; general economic and
geopolitical conditions, including the current or anticipated impact of military conflict and related sanctions imposed on Russia by
the United States and other countries due to Russia's recent invasion of Ukraine; and the other factors described in this section
of the report captioned " Risk Factors."

 Geopolitical
conditions, including trade disputes and direct or indirect acts of war or terrorism, could have an adverse effect on our operations
and financial results.

 Our
operations could be disrupted by geopolitical conditions, trade disputes, international boycotts and sanctions, political and social
instability, acts of war, terrorist activity or other similar events. From time to time, we could have a large number of customers located
in a particular geographic region. Decreased demand from a discrete event impacting a region in which we have a concentrated exposure
could negatively impact our results of operations.

 In February 2022,
Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions
and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business,
and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory
actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related
geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any
counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption
of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade,
currency exchange rates, regional economies and the global economy. In addition, the ongoing conflicts in the Middle East may further impact global economic conditions and market sentiments.
This, in turn, could adversely affect the trading price of our shares of common stock and investor interest in us. The outcome of the
Russia-Ukraine war and conflicts in the Middle East remain uncertain, and while it is difficult to predict
the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, disrupt our
supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all,
or otherwise adversely affect our business, financial condition, and results of operations.

 We
are exposed to foreign currency exchange risk.

 If
the U.S. dollar weakens against foreign currencies, the translation of these foreign-currency-denominated transactions will result in
increased net revenues and operating expenses. Similarly, our net revenues and operating expenses will decrease if the U.S. dollar strengthens
against foreign currencies. As we expand our international operations, our exposure to exchange rate fluctuations will become more pronounced.
We may enter into short-term currency forward contracts to offset the foreign exchange gains and losses generated by the re-measurement
of certain assets and liabilities recorded in non-functional currencies. The use of such hedging activities may not offset more than
a portion of the adverse financial impact resulting from unfavorable movements in foreign exchange rates.

 Climate
change may negatively affect our business.

 There
is growing concern that a gradual increase in global average temperatures may cause an adverse change in weather patterns around the
globe resulting in an increase in the frequency and severity of natural disasters. Increased frequency or duration of extreme weather
conditions may disrupt the operation of our supply chain or impact demand for our products. In addition, the increasing concern over
climate change may result in more regional, federal and global legal and regulatory requirements and could result in increased production
and transportation costs. As a result, the effects of climate change could have a long-term adverse impact on our business and results
of operations.

 Risks
Associated with Our Capital Stock

 We
may not be able to maintain a listing of our common stock on Nasdaq.

 Our
common stock has been listed on Nasdaq, and we must meet certain financial and liquidity criteria to maintain such listing. On October
19, 2023, the Company received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq")
therein stating that for the 30 consecutive business day period between September 7, 2023 through October 18, 2023, the common stock
of the Company had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company was provided an initial period of 180 calendar days, or until April 16, 2024 (the "Compliance Period"), to regain
compliance with the Bid Price Rule.

 If
the Company does not regain compliance with the Bid Price Rule by April 16, 2024, the Company may be eligible for an additional 180-day
period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of
publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule,
and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting
a reverse stock split, if necessary.

 If
the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, the common stock of
the Company will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel.

 The
notice from Nasdaq has no immediate effect on the listing of the Company's common stock and its common stock will continue to be
listed on The Nasdaq Capital Market under the symbol "MGOL." The Company is currently evaluating its options for regaining
compliance. There can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any
of the other Nasdaq continued listing requirements.

 If
we fail to meet any of Nasdaq's continued listing standards or we violate Nasdaq listing requirements, our common stock may be
delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange
outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders' ability
to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for,
our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment.

 The
market price of our securities may be volatile and may fluctuate in a way that is disproportionate to our operating performance.

 Our
securities may experience substantial volatility as a result of a number of factors, including, among others:

 sales
 or potential sales of substantial amounts of our common stock;

 announcements
 about us or about our competitors or new product introductions;

 developments
 concerning our product manufacturers and suppliers;

 governmental
 regulation and legislation;

 variations
 in our anticipated or actual operating results;

 changes
 in securities analysts' estimates of our performance, or our failure to meet analysts' expectations, if/when applicable;

 foreign
 currency values and fluctuations; and

 overall
 political and economic conditions.

 Many
of these factors are beyond our control. The stock markets have historically experienced substantial price and volume fluctuations. These
fluctuations often have been unrelated or disproportionate to the operating performance of companies. These broad market and industry
factors could reduce the market price of our securities, regardless of our actual operating performance.

 We
do not intend to pay any cash dividends on our shares of common stock. As a result, capital appreciation, if any, will be your sole source
of gain.

 We
intend to retain future earnings, if any, to fund the development and growth of our business. In addition, the terms of future debt agreements
may preclude us from paying dividends. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher
than that which they initially paid for such shares. As a result, capital appreciation, if any, from the sale of our common stock will
be your sole source of gain for the foreseeable future.

 We
incur significant costs as a result of operating as a public reporting company, and our management is required to devote substantial
time to regulatory compliance initiatives.

 As
a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 and other applicable securities rules and regulations. As a public reporting company, we incur
significant legal, accounting and other expenses not otherwise incurred by a private company. In addition, the Sarbanes-Oxley Act of
2002 and rules subsequently implemented by the SEC, have imposed various requirements on public companies, including establishment and
maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel continue
to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased our legal
and financial compliance costs and have made some activities more time consuming and costly. For example, we expect that these rules
and regulations will continue to make it more difficult and more expensive for us to maintain director and officer liability insurance.

 If
securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations
regarding our shares or if our results of operations do not meet their expectations, the price of our securities and trading volume could
decline.

 The
trading market for our securities will be influenced by the research and reports that industry or securities analysts publish about us
or our business. We do not have any control over these analysts. If one or more of these analysts cease coverage of our company or fail
to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading
volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not
meet their expectations, the price of our securities could decline.

 We
are an "emerging growth company" and a "smaller reporting company" under the JOBS Act, and we cannot be certain
if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock
less attractive to investors.

 We
are an "emerging growth company" and a "smaller reporting company" as defined in the JOBS Act, and we may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging
growth companies" and "smaller reporting companies" including, but not limited to, not being required to comply with
the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting
standards.

 We
will remain an "emerging growth company" until the last day of the fiscal year following the fifth anniversary of the date
of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose
that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period,
or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently
completed second fiscal quarter.

 We
may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain
of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for
so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business
day of the most recently completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million during the
most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million
as of the last business day of the most recently completed second fiscal quarter.

 We
cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find
our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may
be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with
other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry,
we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition
and results of operations.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 Not

 ITEM
 1C.

 CYBERSECURITY

 MGO
has established policies and processes for assessing, identifying and managing material cybersecurity risks, and has integrated these
processes into our overall risk-management processes. We have also established policies and processes for managing and responding to
material cybersecurity incidents.

 We
routinely assess material cybersecurity risks, including potential unauthorized occurrences on, or conducted through, our information
systems that may compromise the confidentiality, integrity or availability of those systems or information maintained in them. We devote
appropriate resources and designate members of our management, including our Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer, to manage the risk assessment and mitigation process.

 Employees
are provided specific guidance to mitigate the risk of a cybersecurity attack. This guidance includes safeguards over confidential data,
being aware of suspicious emails, choosing passwords, protection of Company issued and use of personal devices and managing large data
transfers. Employees are directed to immediately contact either the Chief Financial Officer, the Chief Operating Officer and the Director
of Information Technology if they encounter any suspicious activity.

 We
require appropriate third-party service providers to certify that they can implement and maintain appropriate security measures, consistent
with all applicable laws, in connection with their work for us, and to promptly report any suspected breach of their security measures
that may affect our company. We oversee and identify risks from cybersecurity threats associated with our use of service providers through
an onboarding vendor risk management program, including an inherent risk assessment.

 We
have not, to date, experienced a cybersecurity incident that was determined to be material, although, like any technology provider, we
have experienced incidents in the past in regards to phishing and suspicious emails. For additional information regarding whether any
risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of
operations, or financial condition, please refer to Item 1A, "Risk Factors," in this Annual Report on Form 10-K.

 Cybersecurity
Governance

 Cybersecurity
is an important part of our risk management processes and an area of focus for our Board of Directors and management team. Our Board
of Directors has delegated responsibility to the Audit Committee for the oversight of risks from cybersecurity threats. Members of the
Audit Committee receive regular updates from senior management, including leaders from our information technology, legal and compliance
teams regarding matters of cybersecurity. This includes existing and new cybersecurity risks, information on how management is addressing
and/or mitigating those risks, cybersecurity incidents (if any) and the status on key information security initiatives.

 Our
Chief Operating Officer and Director of IT are responsible for assessing and managing material risks from cybersecurity threats, as well
as managing and responding to material cyber incidents if any occur. They will provide periodic briefings to the Audit Committee and
to the Board of Directors about our cybersecurity risks and activities, including cybersecurity incidents and responses, cybersecurity
systems testing, third-party activities and related topics. In addition, our policies for managing and responding to cybersecurity incidents
include procedures for appropriate escalations to our Audit Committee Chair.

 Although
we have designed our cybersecurity program and governance procedures above to mitigate cybersecurity risks, we face unknown cybersecurity
risks, threats and attacks. To date, these risks, threats or attacks have not had a material impact on our operations, business strategy
or financial results, but we cannot provide assurance that they will not have a material impact in the future. See the section entitled
"Risk Factors" included elsewhere in this Annual Report for further information. We continuously work to enhance our cybersecurity
risk management program.

 ITEM
 2.

 PROPERTIES

 Prior
to February 2023, we secured a virtual business address through the United States Postal Service located at 1515 SE 17 th Street,
Suite 121/#460596, Fort Lauderdale, Florida 33346.

 Effective
February 20, 2023, the Company entered into a renewable one-year lease agreement, comprising approximately 2,300 square feet of office
space located at 813 NE 17 th Terrace, Fort Lauderdale, Florida 33304. The lease was renewed for an additional one-year term
in February 2024 with monthly rental rate of $7,800 and no common area maintenance charges.

 As
of December 31, 2023, the Company also had employees and independent contractors working remotely from personal office locations based
in Florida, New York, South Carolina, London and Latin America.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 From
time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business. We may in the
future receive claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation
may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party
proprietary rights, or to establish our proprietary rights. However, litigation is subject to inherent uncertainties, and an adverse
result in these or other matters may arise from time to time that may harm our business. The results of any future litigation cannot
be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement
costs, diversion of management resources, and other factors.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 Not

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is trading on the Nasdaq Capital Market under the symbol "MGOL."

 Holders

 As
of April 1, 2024, we had approximately 18 individual shareholders of record of our Common Stock. We believe that the number of
beneficial owners of our Common Stock is greater than the number of record holders, because a number of our shares of Common Stock is
held through brokerage firms in "street name."

 Dividend
Policy

 We
have never declared or paid any cash dividend on our common stock. We do not intend to pay cash dividends to our stockholders in the
foreseeable future. We currently intend to retain all our available funds and future earnings, if any, to finance the growth and development
of our business. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors and
will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions,
business prospects and other factors our Board of Directors may deem relevant.

Authorized for Issuance under Equity Compensation Plans

 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 Plan administrator is the Compensation Committee
of the Board of Directors.

 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.

 The
Board has the power to amend, suspend or terminate the Plan without stockholder approval or ratification at any time or from time to
time. No change may be made that increases the total number of shares of our common stock reserved for issuance pursuant to incentive
awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized
by our stockholders within one year.

 The
table below sets forth information as of December 31, 2023.

 Plan Category

 securities to be
 issued upon
 exercise of
 outstanding
 options, warrants
 and rights

 Weighted-average
 exercise price of
 outstanding
 options, warrants
 and rights

 securities
 remaining
 available for
 future issuance
 under equity
 compensation
 plans (excluding
 securities
 reflected in
 column (a))

 Equity compensation plans approved by security holders

 1,541,721

 $
 4.06

 644,749

 Equity compensation plans not approved by security holders

 -

 $
 -

 -

 Total

 1,541,721

 $
 4.06

 644,749

 Recent
Sales of Unregistered Securities

 On August 1, 2023, the Company
issued to certain of its officers, employees and consultants (in connection with services provided by such persons) stock options to purchase
a total of 1,355,000 shares of the Company's common stock with an exercise price of $5.00 per share under the 2022 Plan. In September
and November 2023, the Company cancelled three of these stock options to purchase a total of 215,000 shares of common stock due to the
resignation of certain employees and consultants.

 From August to December 2023,
the Company granted to certain of its directors, officers, employees and consultants (in connection with services provided by such persons)
466,037 restricted stock units that will convert into the shares of common stock of the Company in accordance with the terms of respective
grant agreements. By December 2023, 79,732 of such restricted stock units were cancelled due to resignation of certain directors and employees
of the Company.

 From
October to December 2023, the Company issued 24,584 shares of common stock to its consultants and directors as a result of
conversion of 24,584 vested restricted stock units into the shares of the Company's common stock.

 The stock options, restricted
stock units, and the common stock issued or issuable upon the exercise of such options and restricted stock units as described in
this section were issued pursuant to written compensatory plans or arrangements with our employees, consultants, officers and directors,
in reliance on the exemption from the registration requirements of the Securities Act provided
by Rule 701 promulgated under the Securities Act or
the exemption set forth in Section 4(a)(2) under the Securities Act and Regulation
D promulgated thereunder relative to transactions by an issuer not involving any public offering.
All recipients either received adequate information about us or had access, through employment or other relationships, to such information.

 Use
of Proceeds from our Initial Public Offering of Common Stock

 Not

 Transfer
Agent

 The
transfer agent for MGO's common stock is Transhare Corporation, located at Bayside Center 1, 17755 US Highway 19N, Suite 140, Clearwater,
Florida 33764. Transhare's phone number is 303-662-1112 and its website is www.transhare.com.

 Purchases
of Equity Securities by Issuer and Its Affiliates

 None.

 ITEM
6.

 Reserved.

 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

 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.

and Equipment, Net

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:

 December
 31, 2023

 December
 31, 2022

 $
 Change

 %
 Change

 Revenue, net

 $
 5,359,875

 $

 $
 4,311,863

 %

 Cost of sales

 2,013,095

 337,631

 1,675,464

 %

 Gross profit

 3,346,780

 710,381

 2,636,399

 %

 Gross profit percentage

 62.44
 %

 67.78
 %

 Total operating expenses

 10,729,640

 3,349,346

 7,380,294

 %

 Operating loss

 (7,382,860
)

 (2,638,965
)

 (4,743,895
)

 %

 Total other (income)
 expenses

 (12,395
)

 238,392

 (250,787
)

 (105
)%

 $
 (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 496% increase compared to $337,631 for the year ended
December 31, 2022. The increases on 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 371% to $3,346,780 compared to gross profit of $710,381 reported
for the prior year.

 Operating
Expenses

 Total
operating expenses for the year ended December 31, 2023, increased 220% to $10,729,640 as compared to $3,349,346 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 105% to other income of $12,394, up from other expenses of
$238,392 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 $5,295,515, compared to $1,683,273 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 $6,416,408 as compared to
cash provided by financing activities totaling $1,709,303 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 $2,638,965, inclusive of $1,273,105 for royalty payments, $479,384 for marketing and e-commerce expenses, and $1,596,857 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 April 1, 2024, we have received net proceeds from sales of our common stock pursuant to the ATM totaling an aggregate $634,506. See Note
14 in our consolidated financial statements.

 For
the year ended December 31, 2022, we raised capital of $1,712,564 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

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 in pages F-1 through F-24, which appear at the end of this Annual Report on Form 10-K.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 The
Company's Chief Executive Officer and the Company's Chief Financial Officer evaluated the effectiveness of the Company's
disclosure controls and procedures as of December 31, 2023 and concluded that the Company's disclosure controls and procedures
are effective. The term disclosure controls and procedures means controls and other procedures that are designed to ensure that
information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934,
as amended, is accumulated, recorded, processed, summarized and communicated to the Company's management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure to be reported within the time periods specified in the SEC's rules and forms.

 Management's
Report on Internal Control over Financial Reporting

 The
Company's management is responsible for establishing and maintaining an adequate system of internal control over financial reporting,
as defined in Rule 13a-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with
US GAAP.

 Because
of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance of such reliability
and may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

 Based
on the Company's assessment, management has conducted that its internal control over financial reporting is ineffective as of December 31, 2023. Management's assessment of internal control over financial reporting used the criteria set forth in
SEC Release 33-8810 based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") in Internal Control over Financial Reporting — Guidance for Smaller Public Companies. To mitigate the ineffectiveness, the Company hired a Chief Financial Officer in January 2024, as denoted on Form
8-K filed on January 15, 2024, who possesses financial reporting expertise.

 This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal
control over financial reporting. As a smaller reporting company, our management's report was not subject to attestation by our
registered public accounting firm pursuant to rules of the SEC that permit us to provide only the management's report.

 Changes in Internal Controls over Financial
Reporting

 There were no changes in our internal control over financial reporting during the three months ended December 31,
2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
 9B.

 OTHER
 INFORMATION

 Not

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table and biographical summaries set forth information, including principal occupation and business experience about our directors
and executive officers as of April 1, 2024:

 Name

 Age

 Position

 Maximiliano
 Ojeda

 Chairman
 and Chief Executive Officer

 Virginia
 Hilfiger

 and Chief Brand Officer

 Julian
 Groves

 and Chief Operating Officer

 Dana
 Perez

 Chief
 Financial Officer

 Ping
 Rawson (1) (3)

 Independent

 Obie
 McKenzie (1) (2)

 Independent

 Jeffrey
 Lerner (2) (3)

 Independent

 Paul
 Wahlgren (1) (2)

 Independent

 (1)
Member of the audit committee

 (2)
Member of the compensation committee

 (3)
Member of the nominating and corporate governance committee

 Maximiliano
Ojeda, Co-Founder, Chairman and Chief Executive Officer — Mr. Ojeda is the co-founder of MGO Global and has served as our
Chairman of the Board and Chief Executive Officer since the Company's inception in November 2021. An entrepreneur and international
business executive, his career has largely focused on business development, contract negotiations, high-touch customer engagement and
advanced technologies within the hospitality, U.S. real estate, land development and ecommerce industries.

 Born
in Argentina, Mr. Ojeda attended UADE Business School. He launched his professional career working in VIP client relations and management
for luxury hoteliers in Argentina. He immigrated to the United States and, from January 2011 through 2017, he served as a real estate
brokerage executive in New York City where he catered to high end clientele and led prolific land development projects first at Douglas
Elliman Real Estate and then The Corcoran Group. It was through client relationships he established in the global real estate industry
that led to his introduction to the Leo Messi organization and the subsequent formation of MGO in partnership with Virginia Hilfiger.

 Mr.
Ojeda has not previously held any directorships in any reporting companies.

 Virginia
Hilfiger, Co-Founder, Director and Chief Brand Officer – Ms. Hilfiger has served as MGO's Chief Brand Officer since
November 2023. She was the Company's Chief Design Officer since co-founding the Company in November 2021 with Maximiliano Ojeda. She is the
youngest sibling of Tommy Hilfiger, a renowned, globally respected American fashion designer and the founder of Tommy Hilfiger Corporation
(THC). While attending the Fashion Institute of Technology (FIT), where she studied fashion and apparel design, Ms. Hilfiger worked as
an intern at THC, learning the ropes of high-end design working alongside her brother. After FIT, she joined the Tweeds Catalog company
where she worked as a clothing designer for the high-end fashion company. She returned to THC in 1990, where for the next 15 years she
served as Executive Vice President of Women's Corporate and led the creation, development and launch of numerous iconic Tommy Hilfiger
brands and collections, including Tommy Jeans, H Hilfiger and Tommy Girl; and she led the reimagining and relaunch
of Tommy's women's sportwear division.

 In
2005, Ms. Hilfiger left THC and founded Ginny H, a luxury women's ready to wear clothing brand launched in Bergdorf Goodman in
New York City and expanded to the online stores of Bergdorf Goodman and Neiman Marcus. From 2011 through 2015, she served as Creative
Director and Brand Builder for Fila, a globally renowned sportwear manufacturer based in South Korea that designs and markets an extensive
line of footwear and apparel to consumers worldwide. Ms. Hilfiger was recruited to Fila to lead the redesign and relaunch of Fila's
Global Heritage brand through the development of modern, sporty lifestyle and tennis wear. From 2015 through the present, Ms. Hilfiger
has served as Chief Designer of Fila's Ginny H Modern Heritage, which currently retails exclusively in China. Designed exclusively
by Ms. Hilfiger, the collections feature a resurgence of the ever popular knitted long-sleeve coat, as well as Fila's signature
F-box polos, among other refined tennis and activewear. Ms. Hilfiger was also tapped by Turko Textile as a special consultant to design
and develop a capsule collection for the Brooks Brothers Home Collection.

 Mr.
Hilfiger has not previously held any directorships in any reporting companies.

 Julian
Groves, Director and Chief Operating Officer – Mr. Groves was appointed as our Chief Operating Officer in August 2022 and
is charged with guiding the commercial strategy behind The Messi Brand and any brands that the Company may license, acquire or organically
develop in the future. He brings to MGO over 25 years of experience leading business-to-business, direct to consumer, retail, wholesale
and ecommerce initiatives for numerous leading apparel brands.

 From
May 2014 through March 2021, Mr. Groves served as Chief Executive Officer of EC2M Holdings Limited, a lifestyle brand-building company
which owned and operated London Persona, a growing men's lifestyle brand launched as a direct-to-consumer shopping experience for
men seeking season-to-season high-end wardrobes. EC2M also represented the lifestyle brand Trickers throughout North America and Canada,
charged with developing and managing the brand's B2B channel. From May 2013 through May 2014, he served as Sales Director, EMEA
of J Brand Europe, a premium, American denim clothing company in which Fast Retailing acquired an 80% stake for $290 million in 2012.
As General Manager, EMEA of True Religion from October 2010 through March 2013, Mr. Groves had full profit and loss (P&L) responsibility
for the region, overseeing corporate operations in Switzerland and managing full P&L responsibility for the growing, fashion-forward
denim brand.

 In
August 2007, Mr. Groves was recruited by GUESS Europe to serve as Country Manager of the casual lifestyle brand's operations in
the United Kingdom and Ireland. Under his leadership, GUESS Europe opened 32 concessions and 22 retail shops, including GUESS'
Central London flagship store. Earlier in his distinguished career, he was General Manager, UK and Ireland, for Groupe Zannier International
from September 2004 through 2007; United Kingdom Sales Director for Burberry from September 2001 through 2004; and United Kingdom Sales
Manager for LVMH Kenzo Homme UK Ltd. from November 1997 through August 2001.

 Mr.
Groves has not previously held any directorships in any reporting companies.

 Ping
Rawson, Independent Director – Ms. Rawson has served as a member of the Board of Directors since November 2023. She currently
is Chief Financial Officer of Dyadic International, Inc. (Nasdaq: DYAI), a global biotechnology company, a position she has held since
June 2019. Ms. Rawson previously served as Dyadic's Chief Accounting Officer beginning in March 2018. Prior to joining Dyadic in
June 2016 as the Company's Director of Financial Reporting, Ms. Rawson served as a technical accounting management position for
ADT security services, where she led accounting and financial reporting workstream for acquisition, integration and restructuring.

 Prior
to that, Ms. Rawson was an accounting research principal for NextEra Energy, Inc. (Florida Power & Light Company), where she was
responsible for accounting research and new standards implementation. Previously, she was a manager at Deloitte in New York City, where
she was a subject matter specialist for derivatives, financial instruments and valuation, providing audit, SEC reporting, and capital
markets consulting services to large banking and multinational public companies in the financial service industry. Ms. Rawson holds both
an M.B.A. in Finance, and an M.S. in Accounting from the State University of New York at Buffalo, and a B.S. in Economics from Guangdong
University of Foreign Studies.

 Ms.
Rawson also serves as a member of the Board of Directors and Audit Committee Chairperson of Nerds on Site Inc, a cybersecurity and mobile
IT solutions company servicing the small and medium enterprise (SME) marketplace in Canada and the U.S. (CSE: NERD.CN; OTC: NOSUF). We
believe that her experience in corporate finance, public company accounting, and investor relations makes her well qualified to serve
on our Board and as an independent member of the Board's committees.

 Obie
McKenzie, Independent Director – Mr. McKenzie has served as a member of the Board of Directors of the Company since January
13, 2023 – the day on which the Company commenced trading on the Nasdaq. Beginning in January 2019 through to the present, Mr.
McKenzie has served as Vice Chairman of Cordiant Capital, a global infrastructure and real assets investment firm focused on digital
infrastructure, renewable energy infrastructure and agriculture. In his role as Managing Director of BlackRock Inc. from January 2000
through December 2018, he was wholly responsible for managing relationships with some of the largest pension funds in the United States
to include the Teacher Retirement System of Texas, New York City Employees' Retirement System and the Federal Reserve Employee
Benefits System, among others.

his accomplished career, Mr. McKenzie served as Managing Director at Merrill Lynch from 1990 through 2006; Executive Director at UBS
Asset Management and Managing Director at Chase Investors from 1987 through 1990; as well as Founder and President of McKenzie &
Company, an NASD registered broker-dealer from 1984 through 1987. During the late 1970's and early 1980's, Mr. McKenzie held
positions at Citibank, Chemical Bank and Freedom National Bank as a commercial banker. He was also Manager of Banking and Pensions at
 The New York Times in 1975 and began his career as a Corporate Finance Associate for Morgan Stanley in 1972.

 Mr.
McKenzie was a founding board member of the National Association of Securities Professionals, where he received the "Wall Street
Hall of Fame Award" in 2001. In 2010, Mr. McKenzie received the AIMSE Richard A. Lothrop Outstanding Achievement Award in recognition
for his outstanding achievements in the investment management industry and his community. In 2011, he was named by Black Enterprise
Magazine as one of the 75 Most Powerful Blacks on Wall Street; and in 2013, he was named Public Fund Marketer of the Year by Money
Management Intelligence. Mr. McKenzie earned a Bachelor of Science degree from Tennessee State University and an MBA from Harvard
Business School.

 Mr.
McKenzie also serves as a member of the Board of Directors of SharpLink Gaming, Inc. (Nasdaq: SBET). We believe that Mr. McKenzie's
experience in banking and technology businesses makes him well qualified to serve on our Board and as an independent member of the Board's
committees.

 Jeffrey
Lerner – Mr. Lerner has served as a member of MGO's Board of Directors since December 2023 and he is an independent
contractor to MGO providing marketing consulting services to the leadership team. He currently serves as CEO of Misnomer, a fractional
Chief Marketing Officer consulting firm he founded in 2017 to advise start-up companies on developing effective branding, marketing and
public relations strategies.

 Early
in his career, Mr. Lerner rose through the ranks at Google over a seven-year period, serving in several marketing and sales leadership
roles for the global leader in search and digital marketing. As Director of eCommerce and Digital Marketing at Cricket Wireless, he delivered
tens of millions of dollars in annual revenues through the Company's eCommerce platform and significantly reduced traffic acquisition
costs prior to Cricket's sale to AT&T for $1.2 billion. Other key leadership roles included Director of Acquisition Marketing
at Provide Commerce, where he led eCommerce initiatives for the Company's multi-million dollar national floral and gift retailing
websites, including ProFlowers, FTD.com, Shari's Berries and Personal Creations; and served as Head of Marketing and Public Relations
for Online Guru, the number one, most visited automotive-related website in the United States. Mr. Lerner is the published author of
" The Power of Relationships in Professional Growth " and is an in-demand speaker for global marketing industry events
and conferences.

 Mr.
Lerner has not previously held any directorships in any reporting companies. We believe that his experience in ecommerce, brand building
and digital marketing makes him well qualified to serve on our Board and as an independent member of the Board's committees.

 Paul
Wahlgren, Independent Director – Mr. Wahlgren has served as a member of the Board of Directors of the Company since January
13, 2023 – the day on which the Company commenced trading on the Nasdaq. An entrepreneurial senior business leader with over 40
years of experience in the luxury consumer goods, beauty and electronics industries, Mr. Wahlgren currently serves as Chief Marketing
Officer of Simply Active Cosmetics, a company he co-founded in January 2018 to bring to market the BeautyStat Cosmetics line,
a brand that is now offered worldwide through multiple channels, including DTC, retail and ecommerce. From January 2014 to January 2018,
he has also served as Chief Executive Officer and Chief Operating Officer of Biomimetic Laboratories, Inc., founded by Mr. Wahlgren and
a team of other leading beauty industry innovators. From 2011 through 2013 and 2003 through 2008, he was Managing Director and International
Sales Manager, respectively, of New York-based Jacob & Co. Watches Inc., a luxury timepiece and fine jewelry designer and manufacturer;
and from 2010 through 2011, he was Director of Wholesale at Theo Fennell Plc., another prestigious fine jewelry designer and manufacturer
based in the United Kingdom. Earlier in his career, he also held senior leadership positions in Europe with Expert International GMBH
and Philips Consumer Electronics.

 In
addition to being a hands-on operator, Mr. Wahlgren has consulted with companies on expanding their businesses and market penetration
efforts. From 2018-2019, he lent his expertise to DFO Global, a digital performance marketing agency; from 2017-2018, he consulted with
MiMedia, Inc., a next generation consumer cloud platform; and from 2016 through present day, he is advising the leadership of Fox Models
International, a talent management agency.

 Mr.
Wahlgren is a graduate of State University College at Buffalo, where he earned a Bachelor of Science degree in Business Administration.
He also holds an MBA from Nyenrode Business Universiteit in the Netherlands and completed the Digital Strategy Program at Harvard University.
He currently serves as board member American Friends of Nyenrode University Inc. ("AFNU") and had served on the Parents Association
Board and as the Annual Benefit Co-Chairman for the Hewitt School in New York City.

 Mr.
Wahlgren has not previously held any directorships in any reporting companies. We believe that Mr. Wahlgren's experience in luxury
consumer goods, beauty and electronics industries makes him well qualified to serve on our Board and as an independent member of the
Board's committees.

 Dana
Perez, CPA – Chief Financial Officer – Ms. Perez was appointed as Chief Financial Officer in January 2024, bringing
MGO over two decades of experience in accounting spanning numerous industries. Prior to joining MGO, Ms. Perez served as the principal
of Eschenburg Perez CPA, LLC, a specialty financial consulting firm she founded in October 2020 to provide outsourced CFO services to
public and private companies and non-profit organizations.

 A
Florida licensed CPA, she has specialized expertise in the areas of audit management and oversight, SEC compliance and reporting, technical
memo preparation, government contract compliance, financial statement presentation and analysis, general ledger management and workflow
automation implementation. From June 2021 through December 2022, Ms. Perez served as Chief Financial Officer of Jupiter Neurosciences;
and from May 2013 through April 2021, she was the CFO of Adopt-A-Family of the Palm Beaches, Inc. Earlier in her career, she served as
Manager, National Office of Risk Management and Audit Manager at McGladrey, now RSM US, the fifth largest accounting firm in the United
States.

 Ms.
Perez earned both a Bachelor of Science degree and a Master of Science degree in Accountancy from the University of North Carolina Wilmington.

 Board
Leadership Structure and Risk Oversight

 Our
Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly
discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The
risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board
to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk,
including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk. Our Board recognizes that it is neither
possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for our company to be competitive
on a global basis and to achieve its objectives.

 Board
of Directors

 Our
business and affairs are managed under the direction of our Board of Directors. As of April 1, 2024, our Board consists of seven
directors, four of whom qualify as "independent" under the listing standards of Nasdaq.

 Directors
serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve until their
successors have been elected and qualified.

Independence

 Our
Board of Directors is composed of a majority of "independent directors" as defined under the rules of Nasdaq. Nasdaq Listing
Rule 5605(a)(2) provides that an " independent director " is a person other than an officer or employee of the company
or any other individual having a relationship which, in the opinion of the Company's Board, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director.

 Under
such definition, our Board has undertaken a review of the independence of each director. Based on information provided by each director
concerning his or her background, employment and affiliations, our Board has determined that Obie McKenzie, Ping Rawson, Paul Wahlgren
and Jeffrey Lerner are all independent directors of the Company.

 Board
Meetings, Committee Meetings and Annual Meeting Attendance

 In
2023, the original Board of Directors held numerous meetings and acted by unanimous written consent on various matters. We encourage
each director to attend our annual meeting of shareholders in person or by telephone conference call. We did not hold a 2023 Annual Meeting
of Shareholders in view of the fact that the Company did not go public until January 2023.

 Committees
of the Board of Directors

 Committees
of the Board were established and took effect upon our common stock being listed on Nasdaq on January 13, 2023. Our committees include
an audit committee (the "Audit Committee"), a compensation committee (the "Compensation Committee") and a nominating
and corporate governance committee (the "Nominating and Corporate Governance Committee"). Each such committee has the composition
and responsibilities described below:

 Audit
Committee

 Our
Audit Committee consists of three independent directors. The members of the audit committee are Ping Rawson, Obie McKenzie and Paul Wahlgren.
Ms. Rawson has been appointed as Chairperson of the audit committee. In addition, our Board has determined that Ms. Rawson is an audit
committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities
Act. The audit committee's duties, which are specified in our Audit Committee Charter, include, but are not limited to:

 reviewing
 and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board
 whether the audited financial statements should be included in our annual disclosure report;

 discussing
 with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation
 of our financial statements;

 discussing
 with management major risk assessment and risk management policies;

 monitoring
 the independence of the independent auditor;

 verifying
 the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
 for reviewing the audit as required by law;

 reviewing
 and approving all related-party transactions;

 inquiring
 and discussing with management our compliance with applicable laws and regulations;

 pre-approving
 all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the
 services to be performed;

 appointing
 or replacing the independent auditor;

 determining
 the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and
 the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

 establishing
 procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls
 or reports which raise material issues regarding our financial statements or accounting policies; and

 approving
 reimbursement of expenses incurred by our management team in identifying potential target businesses.

 The
Audit Committee is composed exclusively of "independent directors" who are "financially literate" as defined
under the Nasdaq listing standards. The Nasdaq listing standards define "financially literate" as being able to read and
understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement.

 In
addition, the Company intends to certify to Nasdaq that the committee has, and will continue to have, at least one member who has past
employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or
background that results in the individual's financial sophistication.

Committee

 Our
Compensation Committee consist of three independent directors. The members of the Compensation Committee are Obie McKenzie, Paul Wahlgren
and Jeffrey Lerner, each of whom is an independent director. Each member of our Compensation Committee is also a non-employee director,
as defined under Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the
Code. Mr. McKenzie is the chairman of the compensation committee.

 The
Compensation Committee's duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

 reviews,
 approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers;

 administers
 our equity compensation plans;

 reviews
 and approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans; and

 establishes
 and reviews general policies relating to compensation and benefits of our employees.

 Nominating
and Corporate Governance Committee

 Our
Nominating and Governance Committee consists of two independent directors. The members of the Nominating and Corporate governance committee
are Ping Rawson and Jeff Lerner. Julian Groves serves as an advisor for the Nominating and Corporate Governance Committee with a right
to advise and discuss with the members of the committee qualifications of the candidates. Mr. Groves does not have a right to nominate
candidates or any other rights of the members of Nominating and Corporate Governance Committee. Mr. Lerner is the Chairperson of the
Nominating and Corporate Governance Committee. The Nominating and Governance Committee's duties, which are specified in our Nominating
and Corporate Governance Committee Charter, include, but are not limited to:

 identifying,
 reviewing and evaluating candidates to serve on our Board consistent with criteria approved by our Board;

 evaluating
 director performance on our Board and applicable committees of our Board and determining whether continued service on our Board is
 appropriate;

 evaluating
 nominations by stockholders of candidates for election to our Board; and

 corporate
 governance matters.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10%
of our outstanding shares of common stock ("Ten Percent Holders") to file with the SEC reports of their share ownership and
changes in their share ownership of our common stock. Directors, executive officers and Ten Percent Holders are also required to furnish
us with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports
furnished to us, the following directors, executive officers and Ten Percent Holders did not comply with all Section 16(a) filing requirements
as of March 31, 2024 as follows: Messrs. Ojeda, Groves and Ms. Hilfiger filed their Form 3s late in 2023.

 Code
of Ethics

 Our
Board has adopted a written code of business conduct and ethics (the "Code") that applies to our directors, officers and
employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or
persons performing similar functions. Such Code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance
with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations
of the Code. Any person may obtain a copy of our Code of Ethics, without charge, by mailing a request to the Company at the address appearing
on the front page of this Annual Report on Form 10-K or by viewing it on our website found at www.mgoglobalinc.com.

 Policy
on Clawback and Recovery of Compensation

 In
November 2023, we adopted a clawback policy (the "Clawback Policy") in compliance with the
requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards, which covers our current and former
executive officers. Under the Clawback Policy, in the event the Company is required to prepare an accounting restatement
of its financial statements due to the Company's material noncompliance with any financial reporting requirement under the
securities laws, the Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any covered
executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an
accounting restatement. Incentive Compensation is defined as a compensation that is granted, earned, or vested based wholly or in
part on the attainment of a financial reporting measure.

 Insider
Trading Policy

 In
July 2023, we adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors,
officers, and employees, to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards
applicable to us. Our insider trading policy, among other things, prohibits our directors, officers, and employees from holding our securities
in a margin account or pledging our securities as collateral for a loan. In addition, our insider trading policy prohibits employees,
officers, and directors from engaging in put or call options, short selling, or similar hedging activities involving our stock.

 Board
Diversity Matrix

 As
 of December 31, 2023

 As
 of December 31, 2022

 Total
 Number of Directors

 Female

 Male

 Female

 Male

 Part
 I: Gender Identity

 Directors

 Part
 II: Demographic Background

 African
 American or Black

 Asian

 Hispanic
 or Latinx

 White

 Family
Relationships

 There
are no family relationships among the officers and directors, nor are there any arrangements or understanding between any of the directors
and officers of our Company or any other person pursuant to which any officer of director was or is to be selected as an officer or director.

 Involvement
in Certain Legal Proceedings

the last ten years, none of or officers, directors or control persons have been involved in any legal proceedings as described in Item
401(f) of Regulation S-K.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 Summary
Compensation Table

 The
following summary compensation table provides information concerning all cash and non-cash compensation that have been or will be
awarded to, earned by or paid during our fiscal year ended December 31, 2023 and December 31, 2022 to our Chief Executive Officer
(principal executive officer), Chief Brand Officer and Chief Operating Officer. We refer to these individuals as our "named executive officers"
("NEO").

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 All
 Other

 ($)

 Total

 ($)

 2023

 180,000

 135,000

 45,453

 292,636

 1,307
 (4)

 654,396

 Chief Executive Officer

 2022

 118,750

 (1)

 -

 -

 -

 7,807
 (2)

 126,557

 Virginia Hilfiger

 2023

 144,000

 108,000

 36,310

 292,636

 -

 580,946

 Chief Brand Officer

 2022

 103,750

 (3)

 -

 -

 -

 -

 103,750

 Julian Groves

 2023

 130,000

 92,088

 32,807

 292,636

 -

 547,531

 Chief Operating Officer

 2022

 83,208
 (5)

 -

 -

 -

 -

 83,208

 (1)

 Up
 until July 19, 2022, Mr. Ojeda's salary was $75,000 annually; as of July 19, 2022 his salary increased to $180,000. $34,000
 in cash compensation was paid to Mr. Ojeda and the balance of $84,750 was accrued through December 31, 2022.

 (2)

 Represents
 auto lease and car insurance payments made in respect of automobile used by Mr. Ojeda in 2022.

 (3)

 Up
 until July 19, 2022, Ms. Hilfiger's salary was $75,000 annually; as of July 19, 2022, her salary increased to $144,000. $16,500
 in cash compensation was paid to Ms. Hilfiger and the balance of $87,250 was accrued through December 31, 2022.

 (4)

 Represents
 life insurance payments made for the benefit of Mr. Ojeda in 2023.

 (5)

 On July 19, 2022, Mr. Groves entered into
an employment agreement for a salary of $130,000 annually; All of Mr. Groves salary was accrued as of December 31, 2022.

 Employment
Agreements

 We
have executed the following employment agreements with our named executive officers. The material terms of
each of those arrangements are summarized below. The summaries are not complete description of all provisions of the employment arrangements
and are qualified in their entirety by reference to the written employment arrangements, each filed as an exhibit to this Annual Report.

 Ojeda
Employment Agreement. Maximiliano Ojeda, our Chairman and Chief Executive Officer, and the Company entered into a two-year Employment
Agreement dated as of July 19, 2022 (the "Ojeda Employment Agreement"), which was amended and restated on October 13, 202 2,
and further amended on March 27, 2024. The Ojeda Employment Agreement provides Mr. Ojeda with an annual base salary of $325,000, an annual
discretionary performance bonus of up to 25% of the annual base salary and shall be based upon the achievement of predetermined performance
goals to be determined by the board of directors in their sole discretion. Pursuant to the Ojeda Employment Agreement, the Company shall
directly pay or reimburse Mr. Ojeda for the premiums of term life and disability insurance policies, up to a maximum of $10,000 annually,
and provide Mr. Ojeda with an automobile allowance of $1,000 per month during the term of his employment.

 Pursuant to the Ojeda Employment
Agreement, Mr. Ojeda is entitled to the following equity awards: (1) subject to approval of the Board, Mr. Ojeda shall be granted a five-year
option to purchase a total of 100,000 shares of the Company's common stock at the per share exercise price equal to one hundred
ten percent (110%) of the closing price of the Company's common stock on the trading date immediately preceding the date of the
grant, as reported by the Nasdaq Stock Market LLC. Such option shall vest and become exercisable on January 1, 2025; (2) an award of
100,000 restricted stock units on March 27, 2024, which shall vest and convert into the shares of the Company's common stock in
equal installments quarterly over 2024 fiscal year; (3) additional equity awards recommended by the Compensation Committee and approved
by the Board.

 Under
the Ojeda Employment Agreement, in the event that Mr. Ojeda's employment is terminated by us without cause (as described in the
Ojeda Employment Agreement) or by Mr. Ojeda for good reason (as described in the Ojeda Employment Agreement), Mr. Ojeda would be entitled
to (a) payment of any base salary earned but unpaid through the date of termination; (b) unused paid time off; (c) additional vested
benefits (if any) in accordance with the applicable terms of applicable Company arrangements; and (d) any unreimbursed expenses incurred
(collectively, the "Accrued Amounts") plus for a period of 12 months Mr. Ojeda would be entitled to receive base salary and
COBRA payments plus a lump sum payment equal to 100% of his base salary. If Mr. Ojeda is terminated (a) by us (i) for "cause"
as defined in the Ojeda Employment Agreement; (ii) due to death or disability; (iii) non-renewal of the Ojeda Employment Agreement or
(b) by Mr. Ojeda without good reason, then Mr. Ojeda would only be entitled to receive the Accrued Amounts.

 Hilfiger
Employment Agreement. Virginia Hilfiger, our Director and Chief Design Officer, and the Company entered into a two-year Employment
Agreement dated as of July 19, 2022 (the "Hilfiger Employment Agreement"), which was amended and restated on October 13,
2022, and further amended on March 27, 2024. The Hilfiger Employment Agreement provides Ms. Hilfiger with an annual base salary
of $250,000, an annual discretionary performance bonus of up to 25% of the annual base salary and shall be based upon the achievement
of predetermined performance goals to be determined by the board of directors in their sole discretion. Pursuant to the Hilfiger Employment
Agreement, the Company shall directly pay or reimburse Ms. Hilfiger for the premiums of term life and disability insurance policies,
up to a maximum of $10,000 annually, and provide Ms. Hilfiger with an automobile allowance of $1,000 per month during the term of her
employment.

 Pursuant to the Hilfiger Employment Agreement, Ms. Hilfiger is entitled
to the following equity awards: (1) subject to approval of the Board, Ms. Hilfiger shall be granted a five-year option to purchase a total
of 100,000 shares of the Company's common stock at the per share exercise price equal to one hundred ten percent (110%) of the closing
price of the Company's common stock on the trading date immediately preceding the date of the grant, as reported by the Nasdaq Stock
Market LLC. Such option shall vest and become exercisable on January 1, 2025; (2) an award of 100,000 restricted stock units on March
27, 2024, which shall vest and convert into the shares of the Company's common stock in equal installments quarterly over 2024 fiscal
year; (3) additional equity awards recommended by the Compensation Committee and approved by the Board.

 Under
the Hilfiger Employment Agreement, in the event that Ms. Hilfiger's employment is terminated by us without cause (as described
in the Hilfiger Employment Agreement) or by Ms. Hilfiger for good reason (as described in the Hilfiger Employment Agreement), Ms. Hilfiger
would be entitled to (a) payment of any base salary earned but unpaid through the date of termination; (b) unused paid time off; (c)
additional vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements; and (d) any unreimbursed
expenses incurred (collectively, the "Accrued Amounts") plus for a period of 12 months Ms. Hilfiger would be entitled to
receive base salary and COBRA payments plus a lump sum payment equal to 100% of his base salary. If Ms. Hilfiger is terminated (a) by
us (i) for "cause" as defined in the Hilfiger Employment Agreement; (ii) due to death or disability; (iii) non-renewal of
the Hilfiger Employment Agreement or (b) by Ms. Hilfiger without good reason, then Ms. Hilfiger would only be entitled to receive the
Accrued Amounts.

 Groves
Employment Agreement. Julian Groves, our Director and Chief Operating Officer and the Company entered into a two-year Employment
Agreement dated as of July 19, 2022 (the "Groves Employment Agreement"), which was amended and restated on October 13, 2022,
and further amended on March 27, 2024. The Grove Employment Agreement provides Mr. Groves with an annual base salary of $250,000, an
annual discretionary performance bonus of up to 25% of the annual base salary and shall be based upon the achievement of predetermined
performance goals to be determined by the board of directors in their sole discretion. Pursuant to the Groves Employment Agreement, the
Company shall directly pay or reimburse Mr. Groves for the premiums of term life and disability insurance policies, up to a maximum of
$10,000 annually, and provide Mr. Groves with an automobile allowance of $1,000 per month during the term of his employment.

 Pursuant to the Groves Employment Agreement, Mr. Groves is entitled to
the following equity awards: (1) subject to approval of the Board, Mr. Groves shall be granted a five-year option to purchase a total
of 100,000 shares of the Company's common stock at the per share exercise price equal to one hundred ten percent (110%) of the
closing price of the Company's common stock on the trading date immediately preceding the date of the grant, as reported by the
Nasdaq Stock Market LLC. Such option shall vest and become exercisable on January 1, 2025; (2) an award of 100,000 restricted stock units
on March 27, 2024, which shall vest and convert into the shares of the Company's common stock in equal installments quarterly over
2024 fiscal year; (3) additional equity awards recommended by the Compensation Committee and approved by the Board.

 Under
the Groves Employment Agreement, in the event that Mr. Groves' employment is terminated by us without cause (as described in the
Groves Employment Agreement) or by Mr. Groves for good reason (as described in the Groves Employment Agreement), Mr. Groves would be
entitled to (a) payment of any base salary earned but unpaid through the date of termination; (b) unused paid time off; (c) additional
vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements; and (d) any unreimbursed expenses
incurred (collectively, the " Accrued Amounts ") plus for a period of 12 months Mr. Groves would be entitled to receive
base salary and COBRA payments plus a lump sum payment equal to 100% of his base salary. If Mr. Groves is terminated (a) by us (i) for
"cause" as defined in the Groves Employment Agreement; (ii) due to death or disability; (iii) non-renewal of the Groves Employment
Agreement or (b) by Mr. Groves without good reason, then Mr. Groves would only be entitled to receive the Accrued Amounts.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards and RSUs for each
named executive officer as of December 31, 2023.

 Option
 Awards

 Awards (RSUs)

 Name

 Number
 of
 Underlying
 Unexercised
 Options
 (#)
 Exercisable

 Number
 of
 Underlying
 Unexercised
 Options
 (#)
 Unexercisable

 Option
 Exercise

 Price
 ($)

 Option
 Expiration

 Date

 Number
 of RSUs

 that
 have not Vested

 Market
 Value of

 RSUs

 Maximiliano Ojeda,

 Chief Executive
 Officer (1)

 100,000

 200,000

 $
 5.00

 01/12/2028

 42,453

 $
 45,000.18

 Virginia Hilfiger,

 Chief Brand Officer (2)

 100,000

 200,000

 $
 5.00

 01/12/2028

 33,962

 $
 35,999.72

 Julian Groves,

Chief Operating Officer (3)

 100,000

 200,000

 $
 5.00

 01/12/2028

 30,660

 $
 32,499.6

 (1)
 Mr. Ojeda's stock option is subject to the following vesting schedule:
100,000 shares vested on August 1, 2023; 100,000 shares vested on January 13, 2024; and 25,000 shares vest on each of the following dates
March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. Mr. Ojeda's RSUs vested on February 17, 2024 with each
RSU becoming 1 share of common stock of the Company.

 (2)
 Ms. Hilfiger's stock option is subject to the following vesting schedule:
100,000 shares vested on August 1, 2023; 100,000 shares vested on January 13, 2024; and 25,000 shares vest on each of the following dates
March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. Ms. Hilfiger's RSUs vested on February 17, 2024 with each
RSU becoming 1 share of common stock of the Company.

 (3)
 Mr. Groves' stock option is subject to the following vesting schedule:
100,000 shares vested on August 1, 2023; 100,000 shares vested on January 13, 2024; and 25,000 shares vest on each of the following dates
March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. Mr. Groves' RSUs vested on February 17, 2024 with each
RSU becoming 1 share of common stock of the Company.

 Executive
Compensation Philosophy

 Our
Compensation Committee determines the compensation given to our executive officers in its sole determination. Our Compensation Committee
reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration
for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer's
performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance
of our executives with our long-term business strategies.

 Incentive
Bonus

 The
Compensation Committee may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion,
if the Compensation Committee believes such bonuses are in the Company's best interest, after analyzing our current business objectives
and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and
ability of such executives.

 Long-Term,
Stock-Based Compensation

 In
order to attract, retain and motivate executive talent necessary to support the Company's long-term business strategy, we may award
our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our compensation
committee.

Compensation Program

 The
following summary board compensation table provides information regarding the board compensation paid during our fiscal year ended December
31, 2023 to our board members. Only our independent directors received compensation for being directors during fiscal year 2023.

 Cash

 Total

 Ping Rawson

 $
 5,918

 $
 (1)

 $
 15,518

 Salima Popatia

 $
 46,550

 $
 12,960
 (2)

 $
 59,510

 Obie McKenzie

 $
 52,500

 $
 16,708
 (3)

 $
 88,900

 Nicole Fernandez-McGovern

 $
 49,933

 $
 12,134
 (4)

 $
 62,067

 Jeffrey Lerner

 $
 1,879

 $
 5,922
 (5)

 $
 16,340

 Paul Wahlgren

 $
 46,500

 $
 16,708
 (6)

 $
 82,900

 Total

 $
 203,280

 $
 65,090

 $
 325,235

 (1)
Represents 20,000 restricted stock units ("RSU") granted to Ms. Rawson by the Company on November 11, 2023, none of which vested during 2023.

 (2)
Represents 20,000 RSUs granted to Ms. Popatia by the Company on August 1, 2023, 6,667 of which
have vested and 13,333 were cancelled due to her resignation from the Board.

 (3)
Represents 20,000 RSUs granted to Mr. McKenzie by the Company on August 1, 2023, 6,666 of which
have vested.

 (4)
Represents 20,000 RSUs granted to Ms. Fernandez-McGovern by the Company on August 1, 2023, 6,667
of which have vested and 13,333 were cancelled due to her resignation from the Board.

 (5)
Represents (i) a total of 11,250 RSUs granted to Mr. Lerner by the Company in October, November and December 2023 which fully vested
and converted into 11,250 shares of common stock of the Company, and (ii) 20,000 RSUs granted to Mr. Lerner by the Company on
December 18, 2023.

 (6)
Represents 20,000 RSUs granted to Mr. Wahlgreen by the Company on August 1, 2023, 6,666 of which
have vested.

 We
will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors
or any committee thereof.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information, as of April 1, 2024 with respect to the holdings of (1) each person, or group of
affiliated persons, who is the beneficial owner of more than 5% of Company voting stock, (2) each of our directors, (3) each
executive officer, and (4) all of our current directors and executive officers as a group.

 We
have determined beneficial ownership in accordance with the rules and regulations of the SEC. These rules generally provide that a person
is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct
the disposition thereof or has the right to acquire such powers within 60 days. Shares of common stock subject to options that are currently
exercisable or exercisable within 60 days of March 31, 2023 are deemed to be outstanding and beneficially owned by the person holding
the options. Shares issuable pursuant to stock options or warrants are deemed outstanding for computing the percentage ownership of the
person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person. Except
as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the
table below will have sole voting and investment power with respect to all shares of common stock that they will beneficially own, subject
to applicable community property laws.

 Our
calculation of the number of shares and percentage of beneficial ownership is based on 16,308,381 shares of common stock outstanding
as of April 1, 2024.

 Name
 and Address of Beneficial Owner (1)

 Title

 Number

 Officers and Directors

 Chairman, CEO

 4,258,063
 (2)

 26.11
 %

 Virginia Hilfiger

 Director, Chief Design Officer

 4,249,573
 (3)

 26.06
 %

 Julian Groves

 Director, COO

 970,440
 (4)

 5.95
 %

 Dana Perez

 CFO

 -

 Paul Wahlgren

 6,666

 *
 %

 Ping Rawson

 -

 Obie McKenzie

 6,666

 *
 %

 Jeffrey Lerner

 11,250

 *
 %

 All Officers and Directors
 as a Group (total of 8 persons)

 9,427,657

 %

 5% Beneficial Owners of
 a Class of Voting Stock

 4,258,063
 (2)

 26.11
 %

 Virginia Hilfiger

 4,249,573
 (3)

 26.06
 %

 *

 Less
 than 1%

 (1)

 Except
 as noted below, the address for all beneficial owners in the table above is c/o MGO Global Inc., 1515 SE 17 th Street,
 Suite 121/#460596, Fort Lauderdale, Florida 33346.

 (2)

 Includes (i) 394,000 shares of our common stock owned by
 MGOTEAM LLC of which Maximiliano Ojeda, our CEO, shares control over voting and disposition with Virginia Hilfiger, (ii) 225,000
 shares of our common stock issuable upon exercise of a stock option granted to Mr. Ojeda on August 1, 2023 and expiring on
 January 12, 2028 at an exercise price of $5 per share, and (iii) 25,000 shares of our common stock issuable to Mr. Ojeda upon
vesting of 25,000 restricted stock units granted to him by the Company on March 27, 2024.

 (3)

 Includes
 (i) 394,000 shares of our common stock owned by MGOTEAM LLC of which Virginia Hilfiger, our Chief Brand Officer control over voting
 and disposition with Maximiliano Ojeda, (ii) 225,000 shares of our common stock issuable upon exercise of a stock option granted to
Ms. Hilfiger on August 1, 2023 and expiring on January 12, 2028 at an exercise price of $5 per share, and (iii) 25,000 shares of our common stock issuable to Ms. Hilfiger
upon vesting of 25,000 restricted stock units granted to her by the Company on March 27, 2024.

 (4)

 Includes
 (i) 150,000 shares of our common stock that are beneficially owned by Globally Digital Ltd., a company owned and controlled by our
 Chief Operating Officer, Julian Groves. The address of Mr. Groves is c/o Globally Digital Ltd, 3 Hertford Avenue, East Sheen,
 London, SW14 8EF; (ii) 225,000 shares of our common stock issuable upon exercise of a stock option granted to Mr. Groves on August
1, 2023 and expiring on January 12, 2028 at an exercise price of $5 per share, and (iii) 25,000 shares of our common stock issuable to Mr. Groves upon
vesting of 25,000 restricted stock units granted to him by the Company on March 27, 2024.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Related
Party Transactions

 The
Company borrowed $45,556 from and paid $24,976 to our Chairman and CEO, Maximiliano Ojeda, for the year ended December 31, 2022. The
Company borrowed $0 and paid $123,850 to Mr. Ojeda, Mr. Groves and Ms. Hilfiger for the year ended December 31, 2023. This borrowing
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 $0 and $22,533, respectively.

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%.

 For
the year ended December 31, 2023 and 2022, the Company recorded $0 and $14,400 respectively, due to Virginia Hilfiger, our Chief Brand
Officer and Director for monthly rent expense paid by Virginia Hilfiger.

 The
accounts payable owed to our related parties as of December 31, 2023 and December 31, 2022 was $50,881 and $22,533, respectively and
comprised of expense reports, contractor payments and board fees.

 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.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 The
following table reflects fees billed to our Company by our former independent auditor, BF Borgers CPA PC, for the years ended December
31, 2023 and December 31, 2022. There were no payments made to our current audit Assurance Dimensions, Inc. during 2023.

 2023

 2022

 Audit Fees

 $
 61,500

 $
 52,500

 Audit-Related Fees

 -

 16,750

 Tax Fees

 -

 -

 All Other Fees

 9,750

 55,000

 Total

 $
 71,250

 $
 124,250

 In
the above table, "audit fees" are fees billed for services provided related to the audit of our annual financial statements,
quarterly reviews of our interim financial statements, and services normally provided by the independent accountant in connection with
regulatory filings or engagements for those fiscal periods. "Audit-related fees" are fees not included in audit fees that
are billed by the independent accountant for assurance and related services that are reasonably related to the performance of the audit
or review of our financial statements. These audit-related fees also consist of the review of our registration statements filed with
the SEC and related services normally provided in connection with regulatory filings or engagements. "Tax Fees" are fees
primarily for tax compliance in connection with filing US income tax returns. "All other fees" are fees billed by the independent
accountant for products and services not included in the foregoing categories.

 Audit
Committee Pre-Approval Policies

 The
charter of our Audit Committee provides that the duties and responsibilities of our Audit Committee include the pre-approval of all audit
and non-audit services permitted by law or applicable SEC regulations (including fee and terms of engagement) to be performed by our
external auditor.

 All
of the services provided above under the caption "Audit-Related Fees" were approved by our Board of Directors or by our Audit
Committee pursuant to our Audit Committee's pre-approval policies.

 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.

 ITEM
 16.

 Form 10-K Summary

 None.

 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*

 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*

 Committee Charter

 99.3*

 Nominating
 and Corporate Governance Committee Charter

 23.1

 Consent of BF Borgers CPA PC

 23.2

 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.

 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

 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/

 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.

 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 5036 and PCAOB ID: 5041)

 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 sheet of MGO Global, Inc. (the Company) as of December 31, 2023 and the related consolidated
statements of operations, changes in stockholders' equity(deficit), and cash flows for the year then ended 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 the results of its operations and its cash flows
for the year 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 year ended December 31, 2023. The Company had
a net loss of $7,370,465 and net cash used in operating activities of $6,978,788. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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
audit 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 audit 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 audit 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 CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES

 also
d/b/a McNAMARA and ASSOCIATES, PLLC

 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

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the shareholders and the board of directors of MGO Global, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of MGO Global, Inc. (the "Company") as of December 31, 2022, the
related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, 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, 2022, and the results of its operations and its cash flows
for the year then ended, in conformity with accounting principles generally accepted in the United States.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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
audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /s/
BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
served as the Company's auditor from 2022 to 2023

 Lakewood,
CO

 March
31, 2023

 F- 3

 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- 4

 MGO

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For the Year Ended

 For the Year Ended

 December 31, 2023

 2022

 Revenues, net

 $
 5,359,875

 $

 Cost of sales

 2,013,095

 337,631

 Gross profit

 3,346,780

 710,381

 Operating expenses:

 Selling, general and administrative expenses

 5,331,313

 1,596,857

 Marketing and e-commerce expenses

 4,128,771

 479,384

 Royalty expenses

 1,269,556

 1,273,105

 Total operating expenses

 10,729,640

 3,349,346

 Operating loss

 ( 7,382,860
)

 ( 2,638,965
)

 Other (income) expenses:

 Finance charges

 -

 236,231

 Interest expense

 -

 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
)

 238,392

 $
 ( 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- 5

 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'

 Non-

 controlling

 Total
 Stockholders'

 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

 -

 -

 183,686

 -

 183,686

 -

 183,686

 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

 700,000

 699,993

 -

 700,000

 -

 700,000

 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- 6

 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

 -

 183,686

 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

 253,795

 Net cash used in operating activities

 ( 6,978,788
)

 ( 1,683,273
)

 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

 1,712,545

 Cash received from exercise of warrants

 700,000

 -

 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

 1,709,303

 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- 7

 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- 8

 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- 9

 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.

 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- 10

 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.

and Equipment, Net

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

 December 31, 2023

 December 31, 2022

 Computer equipment and software

 $
 308,774

 $
 -

 Furniture

 17,191

 -

 Property and equipment, gross

 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- 11

 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

 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 $ 5,359,875 and $ 941,372, respectively, directly from consumers
via our website, and $ 0 and $ 106,640, respectively, through wholesale customers. 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- 12

 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- 13

 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 938,000 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- 14

 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, we had a working capital surplus of $ 602,286.
For the years ended December 31, 2023 and 2022, we incurred losses from operations of $ 7,382,860 and $ 2,638,965 respectively, and cash
used in operating activities of $ 6,978,788 and $ 1,683,273, 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 April 1, 2024, we have received
net proceeds from sales of our common stock pursuant to the ATM totaling an aggregate $ 634,506. 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

 December 31, 2023

 December 31, 2022

 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

 December 31, 2023

 December 31, 2022

 Prepaid expenses

 $
 10,298

 $
 -

 Prepaid rent

 7,500

 -

 Prepaid inventories

 165,348

 Total

 $
 183,146

 $
 -

 F- 15

 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 $ 45,556 from and paid $ 24,976 to our Chairman and CEO, Maximiliano Ojeda, for the year ended December 31, 2022. The
Company borrowed $ 0 and paid $ 123,850 in aggregate to Mr. Ojeda; Mr. Julian Groves, MGO's Chief Operating Officer and director;
and Ms. Virginia Hilfiger, our Chief Brand Officer and director, for the year ended December 31, 2023. These borrowings do 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 $ 0 and $ 22,533, respectively.

the years 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 %.

 For
the year ended December 31, 2023 and 2022, the Company recorded $ 0 and $ 14,400, respectively, due to Virginia Hilfiger, our Chief Brand
Officer and Director for monthly rent expenses paid by Virginia Hilfiger,

 The
accounts payable owed to our related parties as of December 31, 2023 and December 31, 2022 was $ 50,881 and $ 22,533, respectively and
comprised of expense reports, contractor payments and board fees.

 The
accrued payroll owed to our CEO, COO, Chief Brand Officer and staff 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- 16

 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 net proceeds of $ 7,560,354, 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
net proceeds of $ 1,712,564 from Pre-IPO funding, 141,230 shares to consultants for services at fair value of $ 141,730 and 30,000 shares
to a consultant for services at fair value of $ 30,000.

 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 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.

 As
part of the IPO and underwriting agreements in January 2023, the Company issued to Boustead Securities 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 Securities exercised 164,475 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.

 F- 17

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

 SUMMARY OF WARRANT ACTIVITY

 Warrants

 Exercise
 Price

 Remaining
 Contractual
 Life

 Aggregate
 Intrinsic
 Value

 Outstanding, December 31, 2022

 938,000

 $
 1.00

 4.70

 $
 -

 Granted

 86,250

 1.00

 -

 -

 Forfeited

 -

 -

 -

 -

 Exercised

 ( 864,475
)

 -

 -

 -

 Outstanding, December 31, 2023

 159,775

 $
 1.00

 3.63

 $
 -

 Exercisable, December 31, 2023

 159,775

 $
 1.00

 3.63

 $
 -

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

 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

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Outstanding, December 31, 2022

 938,000

 $
 1.00

 4.70

 $
 -

 Exercisable, December 31, 2022

 938,000

 $
 1.00

 4.70

 $
 -

 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 WARRANTS 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.

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- 18

 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

 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

 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- 19

 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- 20

 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

 Year Ended December 31,

 2023

 2022

 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- 21

 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

 -

 337,631

 -

 337,631

 Loss from operations

 ( 364,503
)

 ( 2,274,462
)

 -

 ( 2,638,965
)

 Other (income) expense, net

 -

 238,392

 -

 238,392

 $
 ( 364,503
)

 $
 ( 2,512,854
)

 $
 -

 $
 ( 2,877,357
)

 F- 22

 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.

 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.

 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- 23

 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.

 F- 24