UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (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, 2024

 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: 001-41458

 MOBILE GLOBAL ESPORTS INC.

 (Exact Name of Registrant as Specified in Its Charter)

 Delaware

 86-2684455

 (State or Other Jurisdiction of

Incorporation or Organization)

 (I.R.S. Employer

Identification No.)

 500 Post Road East

 Westport, Connecticut

 06880

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (475) 666-8401

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common stock, $0.001 par value per share

 MGAM

 The OTC Stock Market LLC

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

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

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

(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

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

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company"
and "emerging growth 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

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.

 Indicate by check mark whether any of those error
corrections are restatements that required 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-1(b).

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 based on a closing sale price of $0.03 per share, which
was the last sale price of the common stock as of June 30, 2024, the last business day of the registrant's most recently completed
second fiscal quarter, was approximately $ 445,000.

 As of March 27, 2025, there were 44,161,503 shares of the registrant's
common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Mobile Global Esports Inc.

 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

 3 4

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 Forward-Looking Statements

 This Annual Report on Form 10-K (this "Annual
Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial
risks and uncertainties. All statements other than statements of historical facts contained in this Annual Report may be forward-looking
statements. The forward-looking statements are contained principally in the sections entitled "Risk Factors," and "Management's
Discussion and Analysis of Financial Condition and Results of Operations", but are also contained elsewhere in this Annual Report.
In some cases, you can identify forward-looking statements by terms such as "may," "might," "will,"
"should," "expects," "plans," "anticipates," "could," "would,"
"intends," "targets," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these terms or other similar expressions.
Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the
forward-looking statements.

 You should refer to the Item 1A. "Risk Factors"
section of this Annual Report for a discussion of important factors that may cause our actual results to differ materially from those
expressed or implied by our forward-looking statements. The forward-looking statements in this Annual Report are only predictions, and
we may not actually achieve the plans, intentions or expectations included in our forward-looking statements. We have based these forward-looking
statements largely on our current expectations and projections about future events and financial trends that we believe may affect our
business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events.
The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ
materially from those projected in the forward-looking statements.

 These forward-looking statements speak only as
of the date of this Annual Report. While we may elect to update these forward-looking statements at some point in the future, we have
no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking
statements as representing our views as of any date subsequent to the date of this Annual Report.

 Item 1. Business

 Mobile Global Esports Inc. ("MOGO"
or "Mogo," or the "Company") was organized in March of 2021 to carry on and expand an esports business (the "Business")
started by Sports Industry of India ("SII"), in 2016. Through a series of contracts, the rights to the Business were assigned
to MOGO by SII and its affiliates beginning in October of 2021. MOGO is running the business created by SII, which is focused on the esports
industry, with special emphasis on India and other South Asian markets.

 SII is an American branding, marketing and sports
promotion company that, through subsidiaries and affiliates primarily in India and Pakistan, enters into exclusive long-term arrangements
with universities for the purpose of promoting, expanding and commercializing university sports programs, creating professional opportunities
for university athletes and alumni and developing and marketing university and event-branded merchandise. The SII esports business, which
has now been transferred to and is operated by MOGO, is the only business in India to organize and sponsor an officially-sanctioned national
championship for university esports. At December 31, 2024, SII holds a 9.5% minority common share interest in MOGO, and thus has no controlling
interest in MOGO.

 MOGO's esports business began in 2016 when
SII introduced esports to the Association of Indian Universities ("AIU"), an academic and sports body that represents 854
major universities. AIU sanctioned esports as a championship event in a unique and exclusive 10-year renewable agreement with SII. SII
has assigned most of its esports rights under these and other agreements involving esports to MOGO under a series of contracts between
the two companies. SII licensed to MOGO exclusive rights to develop, organize, promote and monetize mobile esports events in collaboration
with AIU and with a second major university sports association, Elite University Sports Alliance of India Pvt. Ltd. ("EUSAI"),
a for-profit subsidiary of SII. EUSAI itself has direct contracts with 92 leading Indian universities pursuant to which EUSAI is granted
exclusive rights to organize and monetize a range of sports, including esports. Although any AIU or EUSAI members may choose to not participate
in MOGO's esports business, the combination of AIU and EUSAI's member universities potentially gives MOGO access to students
attending these 854 Indian universities.

 MATERIAL AGREEMENTS

 The material agreements summarized below are
incorporated by reference to the Company's Amendment 3 to Form S-1 filed on February 13, 2023. Such summaries by necessity do not
include all provisions of such agreements, but rather are intended to fairly present the terms and conditions we believe to be material
from a business and operating perspective.

 The SII-MOGO Founders Agreement and Supplements
Thereto

 MOGO entered into a Founders Agreement ("Founders
Agreement") dated as of July 1, 2021 with Sports Industry of India, Inc. ("SII") and thereafter three supplements thereto
with SII and two Indian subsidiaries of SII, Elite University Sports Alliance of India Private Limited, ("EUSAI") and ESI
Sports India Private Limited ("ESI"): a Supplement to Founders Agreement ("First Supplement") dated as of October
15, 2021 with SII, a Second Supplement to Founders Agreement ("Second Supplement") dated January 14, 2022 with SII, EUSAI
and ESI, and a Third Supplement to Founders Agreement dated February 22, 2022 ("Third Supplement") with SII, EUSAI and ESI.
SII, EUSAI and ESA sometimes are collectively referred to herein as "Licensor," the First Supplement, Second Supplement and
Third Supplement sometimes are collectively referred to herein as the "Supplements," and the Founders Agreement, as supplemented
by the Supplements, is sometimes collectively referred to herein as the "Supplemented Founders Agreement." Pursuant to the
Supplemented Founders Agreement, Licensor has granted to MOGO a license to commercially exploit most esports rights licensed or granted
to SII by the Association of Indian Universities ("AIU") or by Indian universities pursuant to existing or future agreements,
as more fully described below.

 The following sets forth a summary of the material
terms of the Supplemented Founders Agreement. Capitalized terms below that are not previously defined have the meanings set forth at the
end of this summary.

 1. Founders Agreement

 Pursuant to the Founders Agreement, MOGO issued
2,650,000 restricted common shares of MOGO to SII in consideration for the amounts expended by SII to develop and form MOGO, including
the expense of providing certain consulting services described below, the waivers and license of certain intellectual property rights
described below, the grant of certain first negotiation and refusal rights described below, and the additional price of one dollar.

 Consulting Services: SII has agreed to provide
consulting services to MOGO during the term commencing March 11, 2021 through December 31, 2022 and thereafter until the first to occur
of June 30, 2023 or the date on which MOGO receives gross proceeds from financings since its formation of at least $5,000,000, with respect
to: (i) esports opportunities in the Territory (defined as India, Pakistan, Nepal, Sri Lanka, Bangladesh and Bhutan); (ii) global esports
opportunities with universities; (iii) global esports opportunities with the diaspora of individuals born in the Territory and their descendants;
(iv) how to organize, manage and promote esports tournaments and other esports events; (v) sponsorship, production and branding opportunities
in the Territory; (vi) MOGO's administrative, corporate and organizational development; (vii) introductions to licensed investment
bankers, auditors, counsel and other professionals, including government officials and administrators in the education and sports associations;
and (viii) introductions to individuals and companies that could assist MOGO to implement its business plan. SII may provide similar services
to others. The Company raised over $5,000,000 during 2022 and thus SII is not currently required to provide consulting services to MOGO.

 Waivers: On its behalf and on behalf of its subsidiaries,
predecessors and affiliates (collectively, "SportsCo"), SII waived the following rights:

 1.

 In perpetuity, any rights it might have in and to the contributions to MOGO's business, financial, legal and marketing plans contributed during the period from prior to the formation of MOGO through December 31, 2022 by Special Persons (each of Kiki Benson, Sunny Bhandarkar, Pranav Prabhu, David Pross, Muhammad Jamal Qureshi, Kenin M. Spivak, Muzammal Khan Wazeeri, Richard Whelan and any other individual mutually agreed in writing by the parties to the Founders Agreement to be a Special Person) or any other individuals who participate in providing SII's consulting services to MOGO pursuant to the Founders Agreement.

 2.

 Until December 31, 2022, unless extended by mutual agreement, any covenants in favor of SII are waived that might restrict the right of each Special Person to (i) consult with MOGO, (ii) serve as a member of MOGO's Board of Directors, and/or (iii) serve as an officer, employee or representative of MOGO. Such covenant will continue in perpetuity for David Pross.

 License: On its behalf and on behalf of its subsidiaries,
SII granted to MOGO a non-exclusive license in perpetuity to utilize the written and oral contributions made by the Special Persons or
any other individuals who participate in providing SII's consulting services to MOGO.

 First Negotiation Rights: Provided MOGO complies
with the Founders Agreement and secures any necessary financing, SII granted the following first negotiation rights to MOGO:

 MOGO had certain rights, which lapsed on June
30, 2023, in each instance in which SII seeks to organize individual esports games or a discrete esports tournament with universities
in the Territory, SII will negotiate first with MOGO to act as SII's principal licensee, co-venturer or service provider with respect
to organizing the foregoing, seeking sponsors, providing all required technology and otherwise licensing and distributing program content
created in connection therewith, prior to entering into negotiations with any company to do the foregoing. This right does not pertain
to "Excluded Games," which are defined as games or tournaments that would be transmitted or streamed by brand-name networks,
such as Sony Ten, NEO Sports, ESPN, DSport, DDSports, Star Sports, Fox Sports, Netflix, youtube.com, twitch.com or other identifiable
linear or streaming networks. As to these and similar platforms, both MOGO and SII are free to separately negotiate and stream esports
games and programing, including content licensed to MOGO by SII under these collective agreements. Rights held by SII involving competition
between Pakistani and Indian teams are retained by SII, and have not been licensed to MOGO. But MOGO is free to develop its own esports
content revolving around such competition.

 1.

 With respect to a potentially broad, long-term collaboration to develop and monetize esports involving athletes, universities in the Territory and rights pertaining to esports granted by the AIU and universities located in India to SII, commencing promptly after MOGO secures financing of at least $3,500,000 and thereafter for a period of at least 90 days, SII and MOGO shall engage in exclusive negotiations with respect to SII selecting MOGO to be its principal licensee, co-venturer or service provider with respect to SII's monetization of the foregoing rights. There currently are no negotiations underway between SII and MOGO related to these aforementioned rights. The Supplements described below were entered into in accordance with this obligation.

 Refusal Right: With respect to any individual
game or tournament for which SII and MOGO do not reach an agreement pursuant to MOGO's first negotiation rights, provided MOGO secures
any necessary financing with respect thereto, SII will not accept an offer from a third party to provide the services MOGO offered to
provide if the terms thereof are less favorable to SII than MOGO's last written offer without first giving to MOGO a right of refusal.
This refusal right expired on September 30, 2023, and does not pertain to Excluded Games.

 Certain Restrictions on MOGO: MOGO may not directly
or indirectly engage in communications or other conduct that interferes in the rights of SII or its subsidiaries under its agreements
with AIU or universities in the Territory. In addition, until the second to occur of the completion of any games or tournaments undertaken
by MOGO pursuant to the Founders Agreement or December 31, 2023, MOGO will not, except on behalf of, at the request of, or with the approval
of SII: (i) employ or solicit the employment of any person who is then, or has been within six months prior thereto, an employee of, or
advisor to, SII or its subsidiaries, or (ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to,
or interruption of any of the then-existing relationships of SII or its subsidiaries with any vendor, customer, client, partner, employee,
licensee, licensor, consultant or supplier to SII or its subsidiaries. These restrictions are now expired.

 SII's Reserved Rights: All rights not specifically
licensed or otherwise granted by SII to MOGO are reserved by and owned by SII.

 Release: As a material inducement to the Special
Persons to continue to contribute to the development of SII or its subsidiaries and MOGO, except as specified below, to the maximum extent
permitted by law, each of SII and MOGO on its behalf and on behalf of all companies owned or controlled by such party, and on behalf of
all persons claiming through such party and such companies, and (to the extent permitted by law) on behalf of its and each of their respective
owners, directors, officers, agents, representatives, employees and spouses, forever releases and discharges the Special Persons and any
companies providing their services and their respective owners, directors, officers, agents, representatives, employees and their spouses
from all claims, rights demands, damages and causes of action whatsoever, whether known or unknown, liquidated or unliquidated, contingent
or not contingent, matured or not matured, which have arisen or may have arisen or may arise from the beginning of time through the end
of time from or related to: (i) the negotiation, drafting, execution or performance of the Founders Agreement; (ii) the negotiation,
drafting or execution of any agreement (oral or written) contemplated by the Founders Agreement; or (iii) decisions, acts or omissions
that are asserted to be the result of any conflict between that Special Person's interests in SII and its subsidiaries and that
Special Person's interests in MOGO. Each releasing person agrees that his or its release extends to all claims of every nature and
kind, known or unknown, suspected or unsuspected, vested or contingent.

 The release does not include: (i) any conflicts
that do not pertain to matters described or referenced in the Founders Agreement; (ii) any breach of contract or duty after the date of
the execution of the Founders Agreement, other than a breach involving potential conflicts that is released above; (iii) any claim that
arises from the failure of a Person to accurately in all material respects describe that Person's interest in the parties to the
Founders Agreement, if requested to do so by a party thereto; or (iv) any conflict that as a matter of unwaivable law may not be released.

 Other: The Founders Agreement includes standard
representations and warranties, indemnification and similar provisions.

 2. Supplements

 With respect to Participating Universities, SII
on its behalf and on behalf of Licensor licensed to MOGO, to the extent Licensor has or acquires such rights and subject to any exceptions
or limitations in the rights granted to Licensor of which Licensor notifies MOGO: (i) during the Term, except as otherwise provided in
the Supplements, (A) the exclusive, worldwide right and license to develop, organize, create, record, finance, manufacture, license, distribute,
advertise and promote esports tournaments and games and television (including all forms of technology by which end users can hear audio
and/or see visuals with or without a display device) content based on or incorporating MOGO Games and (B) solely with respect to MOGO
Products and licensing, distribution, advertising and promotion of MOGO Products, the worldwide non-exclusive right to use Team Logos
and Name and Likeness rights, including the right to provide hosts and commentators with respect thereto; (ii) during and after the Term
in perpetuity, the exclusive rights to create derivations, compilations, remakes, edited versions, translations and the like, as well
as advertising and promotions based on or incorporating MOGO Content created during the Term; (iii) during and after the Term in perpetuity,
the exclusive, worldwide right and license to license, distribute, advertise and promote MOGO Products and to exercise Sponsorship Rights
with respect thereto; and (iv) during and after the Term, the non-exclusive right to use Team Logos and Name and Likeness for athletes
who participate in the Project (A) globally to promote MOGO Merchandise manufactured during the Term and (B) solely for corporate activities
for which there are is no charge to users, in MOGO corporate websites, investor relations and similar corporate activities of MOGO to
promote MOGO. Each initial use of Team Logos and Name and Likeness pursuant to the above is subject to Licensor's approval.

 MOGO's rights to use Team Logos and Name
and Likeness rights is subject to Licensor having or obtaining the right to grant such rights to MOGO. The rights granted to MOGO do not
include competitions between Pakistani teams and Indian teams. But MOGO is free to develop its own esports content revolving around such
competition, provided that such development does not conflict with the rights of SII or obligations of MOGO, including without limitation
the obligation of MOGO not to interfere with SII's relationship with Participating Universities, making any claim against any Participating
University without SII's prior written approval, or interfering with Licensor's relationships with its vendors, customers,
clients, partners, employees, licensees, licensor, consultant or supplier to Licensor. Nothing in the Supplements prohibits Licensor from
using, licensing or granting online rights, gaming rights or similar rights pertaining to Esports Games transmitted or streamed by brand-name
networks or virtual play on a live or delayed basis of sports events organized by or for Participating Universities or Licensor with avatars
representing the athletes who play in such events.

 In addition, (i) MOGO may exercise Sponsorship
Rights with respect to MOGO Products, (ii) Sponsorship Rights with respect to Merchandise, including MOGO Merchandise, are reserved by
SII, (iii) the license to MOGO for MOGO Content is limited to MOGO Content that incorporates or is based on MOGO Games, or background
stories of MOGO Games or the athletes who participate therein, or the advertising or promotion thereof, (iv) MOGO may directly exercise
any or all of the rights licensed or granted to MOGO by the Supplements or may authorize some or all of such rights to be exercised by
its licensees, distributors, sub-distributors and other designees, and (iv) MOGO has licensed back to Licensor the right to use excerpts
from MOGO Content, each not to exceed five minutes running time for audio or visual content or 5,000 words for print or digital content,
in Licensor corporate websites, advertising, promotion, investor relations and similar corporate activities.

 As between the parties: (i) Licensor owns all
Team Logos and Name and Likeness rights; (ii) Licensor owns all rights pertaining to MOGO Content it creates and MOGO Merchandise, subject
to MOGO's ownership of its intellectual property rights used therein; (iii) MOGO owns all technology, templates and creative formats
and methods it creates; (iv) subject to Licensor's ownership of Team Logos and Names and Likeness rights, MOGO owns the intellectual
property rights in MOGO Content; and (v) Licensor reserves all rights to license, manufacture and distribute Merchandise that includes
Team Logos and Name and Likeness. MOGO may exercise Sponsorship Rights with respect to MOGO Products. Sponsorship Rights with respect
to Merchandise, including MOGO Merchandise, are reserved by Licensor.

 MOGO will pay or retain amounts equal to the Gross
Receipts from the Project in the following order on a continuing, cumulative basis:

 First, MOGO will retain all Gross Receipts until such amount is equal to its distribution fee of 20% of all Gross Receipts through the end of the applicable accounting period.

 Next, MOGO will retain all further Gross receipts until the amount retained by MOGO is equal to all of its deductible costs through the end of the applicable accounting period.

 Next, MOGO will pay to SII an amount equal to all further Gross Receipts until such amount is equal to all of Licensor's reimbursable costs through the end of the applicable accounting period.

 The balance (i.e., net proceeds) will be allocated 60% to MOGO and 40% to SII.

 The amounts payable to SII above are referred
to as the "Licensor Participation."

 In addition, SII agrees to pay MOGO a Merchandise
royalty equal to one-third (1/3) of cumulative Merchandise Net Proceeds (as defined) received from sales of MOGO Merchandise.

 Licensor has obligations to account to AIU and
Participating Universities for a percentage of its profits related to its collaboration with such Participating Universities. If one or
more of AIU or Participating Universities become entitled as a result of a judgment, order, award or settlement to a participation computed
on a basis that exceeds Licensor's actual receipts from MOGO under the Supplements, MOGO will reimburse Licensor 50% of such amount
until such reimbursement equals 20% of the Licensor Participation received for the shorter of the period of the dispute or the prior three
years.

 Pursuant to the Supplements, the parties have
agreed to promote and grow awareness of the Project, Team Logos and participating persons; and to develop and administer scholarship and
support programs for the Participating Universities and seek proper venues. If Participating Universities do not provide or pay for venues
and related facilities, the parties will cooperate to identify alternatives.

 In connection with significant events organized
by MOGO, if requested to do so by MOGO upon sufficient advance notice, Licensor will cooperate with MOGO to provide MOGO Merchandise and
Team Logos for display. MOGO shall pay for the purchase price of such items at a 30% discount to established wholesale prices, as well
as freight and storage thereof. MOGO may sell such MOGO Merchandise on site and online and may retain the retailer's profit for
doing so, without any obligation to account to Licensor.

 Except as otherwise expressly provided or authorized
by Licensor, Licensor, at Licensor's expense, will be the sole liaison between MOGO and the Project, on the one hand, and participating
persons and government, sports and non- profit organizations pertaining to participating persons, including AIU and the Sports Authority
of India, on the other. As between the parties, Licensor has the lead responsibility for arranging the venues for games and lodging and
transportation within the Territory for the participation of participating University athletes in tournaments that occur in the Territory.

 At Licensor's expense, Licensor shall endeavor
to increase the number of Participating Universities and to obtain the participation of Participating University teams and Athletes in
MOGO Games and promotional events arranged by MOGO and to obtain cooperation and support of participating persons with respect to the
Project. Licensor is not liable if despite endeavoring to do so, it is unable to do all or any of the foregoing. As between the Parties,
Licensor is responsible for arranging lodging and transportation within the Territory for the participation of Athletes from Participating
Universities located in the Territory in MOGO Games that occur in the Territory.

 Except for Licensor's obligations, MOGO
is solely responsible for executing the business plan, including creating, producing, recording, licensing and distribution of MOGO Games,
MOGO Content and for all advertising, promotion and other activities related to the development, execution, marketing and success of the
Project.

 The "Term" of the Supplements commenced
on September 1, 2021 and will continue until July 2029. If MOGO secures funding of at least $5,000,000 by the end of 2022 and is not in
breach of the Founders Agreement or Supplements, at the option of either MOGO or Licensor, to be exercised no later than March 30, 2023,
the Term will continue until December 31, 2032, which option has now expired unexercised. In any event: (i) commencing not later than
one (1) year before expiration of the Term, the parties will in good faith negotiate for a potential extension of the Term prior to negotiating
for similar rights with third persons; (ii) the Term may be terminated by mutual agreement of the parties; and (iii) the Term may be terminated
by either party on 30 days' prior notice if the other party breaches a material provision of the Supplemented Founders Agreement
and fails to cure that breach within 90 days after receipt of a cure notice describing the breach in reasonable detail.

 Certain of Licensor's agreements with universities
grant to Licensor the first right to act as manager and agent for any Athlete who contemplates becoming a professional athlete ("Management
Rights"). Pursuant to the Supplements, during the "Management Term" Licensor will sub-contract or assign to MOGO that
portion of Management Rights acquired by Licensor pursuant to current or future agreements that pertain to esports. The Management Term
is from January 14, 2022 through the first to occur of (i) December 31, 2025, or (ii) the termination or expiration of the Term, provided
that upon mutual agreement of the MOGO and Licensor, the Management Term may be extended. As to any Athlete for whom MOGO enters into
a management agreement, MOGO's rights will continue until the second to occur of seven (7) years after the commencement of the relevant
management agreement, or until the end of the Management Term, subject to any shorter period agreed with the particular Athlete.

 MOGO may not seek management agreements with Athletes
introduced to MOGO pursuant to the Agreement, other than in accordance with the Second Supplement.

 For any management agreement entered into by MOGO
directly with an Athlete pursuant to the Second Supplement, MOGO will pay to SII a referral fee of fifteen percent (15%) of its net revenues
therefrom. For any management agreement entered into by MOGO with Licensor, SII will pay to MOGO a services fee of eighty percent (80%)
of its net revenues derived from MOGO's esports management services for the relevant Athlete. As between the parties, MOGO is responsible
for all costs and expenses of exercising esports Management Rights pursuant to management agreements.

 The Supplements include standard representations
and warranties, indemnification and similar provisions.

 For further information, please refer to the copies
of the Supplemented Founders Agreement included as Exhibits to the Company's Amendment 3 to Form S-1 filed on February 13, 2023.
The representations and warranties contained in the Supplemented Founders Agreement were made solely for the benefit of the parties to
such Supplemented Founders Agreement, and should not be deemed to be a representation, warranty or covenant to you.

 3. Allocation of Esports Revenues under
the Supplemented Founders Agreement

 The following table summarizes how the esports
revenue will be allocated between MOGO and SII under the Supplemented Founders Agreement:

 REVENUE TYPE

 MOGO

 SII

 NOTES

 Revenues from Indian-Pakistani university events

 Excluded

 Reserved by SII

 Revenues from esports events carried on major platforms (i.e., youtube.com)

 Included but not Exclusive

 SII can also carry esports on major platforms and/or license such rights to others

 Gross Receipts from the commercialization of university esports, all sources, except as limited below

 First, MOGO retains 20% of all Gross Receipts plus an amount equal to its deductible costs Thereafter, MOGO allocates the balance (i.e., net proceeds) 60% to MOGO and 40% to SII

 Next, MOGO reimburses SII reimbursable costs

 MOGO is responsible for all esports activities, except merchandising, and collects all related revenues.

 Naming, media rights

 Game/hardware manufacturers sponsorship

 In-app purchases

 In-app advertising

 Pay-per-download

 Subscriptions

 Incentive-based ads

 Event advertising

 Event sponsorships

 Event admission fees

 Team entry fees

 Ticket fees for streamed events

 REVENUE TYPE

 MOGO

 SII

 NOTES

 Streaming advertising, sponsorships and subscriptions

 MOGO event merchandise not university branded, sold by SII

 1/3 cumulative net proceeds royalty paid to MOGO

 SII is responsible for merchandising and collects all merchandising revenues

 This is merchandise that does not carry university logos, names or likenesses

 SII Merchandise university branded, sold by MOGO

 MOGO buys from SII at a 30% discount from wholesale prices, plus freight/storage. MOGO retains profits

 SII is responsible for merchandising and collects all merchandising revenues

 This is university logo merchandise. SII retains ownership of team logos, names and likenesses, and sole right to produce

 MOGO management agreements with Athletes

 MOGO pays SII a referral fee of 15% of net revenues from such agreements

 MOGO is responsible for all costs and expenses with respect thereto

 MOGO management agreements with Licensor

 SII will pay MOGO a services fee of 80% of its net revenues from such agreements

 MOGO is responsible for all costs and expenses with respect thereto

 Services Agreement

 MOGO and EUSAI entered into a Services Agreement
dated December 15, 2021 (the "Services Agreement"), pursuant to which MOGO engaged EUSAI to assist MOGO as an independent
contractor to arrange, manage and implement a series of esports tournaments in India. (The Services Agreement is separate from the Supplemented
Founders Agreement.)

 The parties agreed to continue to mutually develop
a plan consisting of the dates, venues and other specifications for each event (upon mutual agreement thereof, an "Event Plan").
The Event Plan will specify the respective responsibilities of each party, with EUSAI having primary responsibility for executing the
event and MOGO having primary responsibility for arranging technology and marketing for the event. Upon agreement of an Event Plan, the
parties then will develop a budget for the event and MOGO will fund the budget. MOGO reserves the right to cancel events. MOGO will determine
the amount of prize money for an event. For each event for which EUSAI renders services pursuant to the Services Agreement, MOGO will
pay EUSAI a fee equal to the aggregate of (i) the lesser of 10% of the event budget for that event or INR 450,000, (approximately $5,537
based on current exchange rates) plus (ii) 5% of MOGO's share of any in person admission fees, plus (iii) 5% of MOGO's share
of any concession income at the venue, plus (iv) a bonus based on the profitability of the tournaments as a group and EUSAI's performance,
to be determined by MOGO in its sole discretion but targeted as up to 10% of MOGO's net profit with respect to the tournaments (exclusive
of profits related to merchandise).

 As between the parties, MOGO owns all intellectual
property rights in the tournaments, each event and all advertising and marketing related thereto and all merchandising related thereto.

 The Services Agreement will terminate (i) as mutually
agreed by the Parties, (ii) for material uncured breach, or (iii) upon completion of all EUSAI services required pursuant to the Services
Agreement and the Event Plans. If a party sends the other party a notice that specifies a material breach of the Services Agreement and
the other party does not cure the breach within thirty (30) days thereafter, the non-breaching party may thereafter terminate the term
of the Services Agreement by notice to the breaching party sent before there is any cure of the breaches specified in the notice to cure.

 The Services Agreement includes standard representations
and warranties, indemnification and similar provisions.

 Item 1A. Risk Factors

 RISK FACTORS

 Investing in our Common Stock involves a high
degree of risk. Before deciding whether to invest in our Common Stock, you should consider carefully the risks and uncertainties and assumptions
discussed under the heading "Risk Factors" and elsewhere in this document. There may be other unknown or unpredictable economic,
business, competitive, regulatory or other factors that could have material adverse effects on our future results. If any of these risks
occurs, our business, business prospects, financial condition or results of operations could be seriously harmed, and this could cause
the trading price of our Common Stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the
section entitled "Cautionary Note Regarding Forward-Looking Statements."

 Risks Related to Our Business

 Our business plan contemplates the expansion
and development of an existing business in the new area of mobile esports competition, or "esports gaming," and we may not
be successful in realizing a profitable business.

 Mobile sports competitions, utilizing mobile cell
phones, laptops, and tablets to gather audiences and upon which players compete, is a relatively new industry. Our Management believes
there is a great opportunity to create a large and profitable sports franchise out of this industry, generating substantial revenues from
ticket sales, live streaming video, sponsors, advertisements, sales of merchandise associated with university and professional teams,
and other revenue sources. But there is no assurance there will be market acceptance or great public interest in this new sport, or that
we can generate significant revenues and profits from esports competitions, tournaments and associated streams of revenues.

 Our initial focus will be on expanding a business
to deliver mobile esports tournaments, games and activities in association with 92 Indian universities. Although interest in mobile esports
programming is growing in South Asia, university mobile esports are new to Indian sub-continent audiences and broadcasts/streaming of
our university league's esports games and tournaments may not resonate with these audiences. As a result, we may not generate sufficient
viewership to attract advertisers and increase the value of the media rights we intend to expand and promote. You should consider our
business and prospects in light of the challenges, risks and difficulties we may encounter in this new and rapidly evolving mobile esports
content market.

 We rely on information technology and other
systems and services provided by third parties Any failures, errors, defects or disruptions in these systems or services could diminish
our brand and reputation, subject us to liability, disrupt our business and adversely affect our operating results and growth prospects.
The third-party platforms upon which these systems and software are made available could contain undetected errors.

 The challenges presented in India to deliver and
receive content for MOGO are significant for four reasons: (i) the infrastructure for both broadband and mobile bandwidth is not evenly
available; (ii) users may access our digital content on an older smart phone with lower processing power and a slower connection; (iii)
our content will often be live and may involve teams bunched together in specific geographic areas, which means that they will be accessing
content from the same place, at the same time; and (iv) the latency, or the delay between when a player does something and that action
is seen by another player or viewer, must be negligible in order to have exciting real time competition.

 Our technology infrastructure is critical to the
performance of our offerings and to user satisfaction. However, the systems on which we will rely, may not be adequately designed with
the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. Further, we may
be subject to cyber-attacks and we may find it difficult to protect our systems, data and user information and to prevent outages, data
or information loss, fraud, security breaches. We may in the future experience website disruptions, outages and other performance problems
due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. Such disruptions from
unauthorized access, fraudulent manipulation, tampering with our computer systems and technological infrastructure, or those of third
parties, could result in a wide range of negative outcomes, each of which could materially adversely affect our business, financial condition,
results of operations and/or prospects.

 We cannot be certain that our business initiatives
and operations will maintain regulatory approval, and without regulatory approval we will not be able to market and grow our business.

 We believe esports to be fairly defined as competitive
games of skill, timing, knowledge, experience, practice, attention and teamwork, but not games of chance or luck. We believe that "cash-based"
tournaments involving games of skill should not be considered gambling because the generally accepted definition of gambling involves
three specific things: (i) the award of a prize, (ii) paid-in consideration (meaning entrants pay to compete) and (iii) an outcome determined
on the basis of chance.

 We believe that in India and other countries our
mobile esports games, which permit players and teams to play against each other with prize money distributed to the last remaining competitors
as cash prizes, will be considered games of skill. We do not intend to offer any facility for players to wager on the outcome of the games
or events.

 This is relevant because online gaming has gained
significant scrutiny in India. Games of chance in India are considered gambling and are expressly prohibited. Seven Indian states have
amended their laws to ban fantasy sports gambling and other real money gambling games. But the High Court in the Indian state of Rajasthan
dismissed a plea to ban Dream11 in October 2020 and ruled that the format of an online fantasy game is a game of mere skill and is protected
under the State's Constitution. Rajasthan is one of 28 states and 8 union territories in India, and the other states and the national
government have not addressed this issue. It remains uncertain as to how other Indian states and the Indian national government will define
or regulate our esports games in the future, if at all. And it is uncertain whether other South Asian countries, or countries elsewhere,
will adopt laws banning or regulating our esports games despite our position that they do not involve gambling. Prospective investors
should assess this risk of government regulations or prohibition in assessing an investment in our shares, as negative government regulation
at any level could destroy our markets or severely limit operations, thereby reducing our revenues and the value of our business and the
value of your investment.

 Risks to our commercialization of licensed
rights involving 92 Indian universities.

 SII has granted to MOGO a license to commercially
exploit certain rights held by SII through SII's subsidiary, EUSAI, associated with the development, organization, promotion, marketing
and distribution of esports leagues, games, tournaments, products and programing in India in participation with 92 EUSAI-member universities
with whom SII or EUSAI has contractual or correspondence relationships. We are relying on the commercialization of these rights to jumpstart
the expansion of our esports business.

 However, one or more or all of such universities,
for whatever reason, could decide to withdraw from their arrangement with EUSAI and/or SII, either dropping the pursuit of esports altogether,
or nominating new third parties to assist in their development of esports leagues and teams, or placing restrictions on use of Brand Elements.
If a number of universities withdrew, it could have a significant negative impact on our Company and successful implementation of our
business plan.

 The agreements with SII provide that SII is obligated
to compensate participating universities and their players, including payment of any royalties or participations, for MOGO's use
of logos, trademarks and names and likenesses associated with the universities and their players, and SII is also obligated to pay for
lodging, food and transportation of Participating University players. Further, SII has agreed to invest capital in the manufacture, marketing,
distribution and sale of merchandise associated with esports programs. SII agreed to provide consulting services to MOGO with regard to
development of its esports business, through December 31, 2022 but this agreement has not been extended. SII is not a public company,
does not have substantial capital reserves, and conceivably could default in performance of one or more of these obligations. Any SII
default would likely have a material negative effect on our Company and our successful implementation of our business plan.

 The rights assigned to MOGO by SII under
the license of rights and/or correspondence relationships by SII to MOGO associated with the 92 universities are limited; SII may support
MOGO competitors or become a competitor of MOGO in the future.

 The limited License granted by SII to MOGO excludes
material areas of esports commercial exploitation that are retained by SII. SII retains all esports rights associated with games between
Indian teams and Pakistani teams. But MOGO is free to develop its own esports content revolving around such competition, provided that
such development does not conflict with the rights of SII or obligations of MOGO, including without limitation the obligation of MOGO
not to interfere with SII's relationship with Participating Universities, making any claim against any Participating University
without SII's prior written approval, or interfering with Licensor's relationships with its vendors, customers, clients, partners,
employees, licensees, licensor, consultant or supplier to Licensor. For "Excluded Games," which are defined as games or tournaments
between Indian and Pakistani teams that would be transmitted or streamed by brand-name networks, such as Sony Ten, NEO Sports, ESPN, DSport,
DDSports, Star Sports, Fox Sports, Netflix, youtube.com, twitch.com or other similar linear or streaming networks, both MOGO and SII are
free to separately negotiate and stream esports games and programing, including content licensed to MOGO by SII under collective agreements
between the parties. SII retains all rights to license, manufacture and distribute merchandise that bears university team Logos and Name
and Likeness with MOGO's name and logos; however, MOGO is entitled to receive a merchandise royalty of one-third of profits from
sales of such merchandise. Sponsorship Rights with respect to such merchandise are retained solely by SII. There are various other limitations
on the rights assigned to MOGO under the License of Rights Agreements.

 The License is limited to rights SII has or 'obtains'
from the Association of Indian Universities (AIU) or from so-called "Participating Persons," defined as participating universities,
esports athletes, esports competing students, faculty members, other employees, and alumni or fans of a participating university in that
capacity, rather than in their capacities as members of the general public. Although SII is obligated to use best efforts to acquire such
rights, it has no liability to the extent that AIU or Participating Persons terminate or limit such person's grant of rights to
SII.

 The License is for a limited term and expires
during July 2029.

 Nothing in the Assignment of License agreement
prohibits SII from using, licensing or granting online rights, gaming rights or similar rights pertaining to Esports Games, transmitted
or streamed, by brand-name networks, or virtual play on a live or delayed basis, of sports events organized by SII or for its universities,
or with avatars representing the athletes who play in such events. SII may elect to grant such rights to competitors of MOGO. SII may
itself elect to commercially exploit such rights and thereby become a competitor of MOGO. SII has specifically retained for itself, all
esports rights associated with its universities and India-Pakistan competition and has set up a separate company to commercially exploit
this opportunity in which we have no interest. As a result, the long-term relationship with SII is uncertain and SII or its current or
future affiliates, may become significant competitors of MOGO and limit or reduce MOGO's opportunities to expand its esports business,
thereby reducing our revenues, the value of our business and the value of your investment.

 Because we are newly organized, we are a
development-stage company without significant revenues and have a limited operating history.

 Mobile Global Esports ("MOGO" or "Mogo,"
or the "Company") was organized in March of 2021 to carry on and expand an esports business (the "Business") started
by Sports Industry of India ("SII"), in 2016. Through a series of contracts, the rights to the Business were assigned to MOGO
by SII and its affiliates beginning in August of 2021. We are in the process of expanding this Business, but to date we do not have significant
revenues. Despite some six years of operations, the Business has many of the risks of a new business because the entire industry of esports
is so new and still in many ways undefined. You should consider the Company's prospects in light of the costs, uncertainties, delays,
and difficulties frequently encountered by companies in this early stage of development. In particular, you should consider that we cannot
provide assurance that we will be able to:

 Successfully implement our business plan and expand our esports business to develop significant streams of revenue;

 Maintain our management team;

 Maintain licensed rights associated with SII's universities to which we have gained access pursuant to a license of rights agreement with SII;

 Raise sufficient funds in the capital markets in the future to implement our business plan;

 Attract, enter into and/or maintain contracts with players and sponsors; and

 Compete effectively in the competitive environment in which we will operate.

 If we cannot successfully accomplish these objectives, our business
and your investment are likely to be negatively impacted.

 The future success we might enjoy will depend
upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material
adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company. We will
incur initial operating losses as we expand our business, and it may be some time before we achieve positive cash flow and/or profitability,
and we may never reach such goals. There is of course no assurance that significant revenues will be generated, or that gross revenues
will be sufficient to cover our out-of-pocket expenses, or that we will realize profits.

 We will require additional financing if
we are successful, and cannot be certain that such additional financing will be available on reasonable terms when required, or at all.

 As of December 31, 2024, we had a cash balance,
of approximately $929,000. Management expects that we will need to raise additional capital to fund our operations while we implement
and execute our business plan and expand our business.

 We currently do not have any contracts or commitments
for additional financing. Any future equity financing may involve substantial dilution to existing shareholders. There can be no assurance
that such additional capital will be available on a timely basis, or on terms acceptable to the Company. If adequate funds are not available
or are not available on acceptable terms when needed, the Company may not be able to fund its business or its expansion, take advantage
of strategic acquisitions or investment opportunities or respond to competitive pressures. Such inability to obtain additional financing
when needed could have a material adverse effect on the Company's business, results of operations, cash flow, financial condition
and prospects.

 If we raise additional funds by issuing equity
or convertible debt securities, we will reduce the percentage ownership of our then-existing stockholders, and the holders of those newly-issued
equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by our then-existing stockholders
and/or note holders. Additionally, future sales of a substantial number of shares of our Common Stock or other equity-related securities
could depress the market price of our Common Stock in the public market, and could impair our current or future ability to raise capital
through the sale of additional equity or equity-linked securities or the sale of debt. We cannot predict the effect that future sales
of our Common Stock or other equity-related securities would have on the market price of our Common Stock.

 The interactive entertainment industry is
intensely competitive. Mobile Global Esports faces competition from a growing number of interactive companies and, if the Company is unable
to compete effectively, its business could be negatively impacted.

 The industry we are addressing is "mobile"
esports. Our market is part of a much larger interactive entertainment market. There is intense competition among Interactive Entertainment
Companies for the consumer's dollar. There are a number of established, well-financed companies producing esports and interactive
entertainment products and systems that will compete with the products and services planned by the Company. Many of these competitors
have financial resources much greater than ours. They may spend more money and time on developing and testing product and services, undertake
more extensive marketing campaigns, adopt more aggressive pricing policies or otherwise develop more commercially successful products
and services than the Company. This could impact the Company's ability to win new business and retain business. Furthermore, new
competitors may enter the Company's key market areas. If the Company is unable to obtain significant market share or if it loses
market share to its competitors, the Company's results of operations and future prospects would be materially adversely affected.
The Company's success depends on its ability to develop new products and services, and enhance existing products and services, at
prices and on terms that attract and retain customers.

 In addition, SII, which has assisted us in our
organization and has licensed to us certain commercialization rights associated with 92 universities in India, is not precluded from establishing
its own esports business once its consulting services to us are concluded. It is possible it, or its affiliates, could become significant
competitors to us in the mobile esports markets in South Asia on which we are focused.

 Our revenues and profitability depend upon
many factors for which no assurance can be given.

 Our ability to achieve expanded revenues will
depend, in large part, upon our ability to attract mobile esports users and viewers to our offerings, retain users and viewers, and reactivate
users and viewers in a cost-effective manner. Achieving growth may require us to increasingly engage in sophisticated and costly sales
and marketing efforts, which may not make sense in terms of return on investment. In addition, our ability to increase the number of users
and viewers of our offerings will depend on continued user adoption of mobile esports. Growth in the mobile esports industry and the level
of demand for and market acceptance of our mobile esports products and services will be subject to a high degree of uncertainty. We cannot
assure the consumer adoption of our mobile esports product and service offerings.

 Further, revenues do not assure profitability.
Profitability depends upon many factors, including the ability to develop, commercialize, market, sell and maintain valuable mobile esports
products and services at reasonable profit margins, our ability to identify and obtain the rights to additional mobile esports products
and services to add to our existing lines, success and expansion of our sales programs, expansion of our player and fan bases, and obtaining
the right balance of expense levels and the overall success of our business activities.

 Once, and if, we achieve profitability, we may
not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to generate sufficient revenues, or to become
and remain profitable, would depress the value of our company and could impair our ability to raise capital, expand our business, diversify
our product offerings or even continue our operations. It could result in a decline in the value of our stock and you could lose all or
part of your investment.

 Litigation costs and the outcome of litigation
could have a material adverse effect on the Company's business.

 From time to time, the Company may be subject
to litigation claims through the ordinary course of its business operations regarding, but not limited to, employment matters, security
of consumer and employee personal information, contractual relations with suppliers, marketing and infringement of trademarks and other
intellectual property rights, and other matters. Litigation to defend the Company against claims by third parties, or to enforce any rights
that we may have against third parties, may be necessary, which could result in substantial costs and diversion of our resources, causing
a material adverse effect on our business, financial condition and results of operations.

 The Company is not aware of any current material
legal proceedings outstanding, threatened or pending as of the date hereof by or against the Company.

 If we are unable to build and enhance our
brands and reputation or if events occur that damage our brands and reputation, our ability to expand our players, university teams, sponsors
and commercial partners may be impaired.

 The success of our business depends on the value
and strength of our esports media brands and the audiences who watch on television, cell phones, or stream on the internet. The strength
of our esports media brands determines our ability to expand our player and fan bases and attract sponsors and advertisers. To be successful,
we believe we must preserve, grow and leverage the value of our brands across all of our revenue streams. Unfavorable publicity regarding
our esports properties could negatively affect our brands' reputations. Failure to respond effectively to negative publicity could
also erode our brands' reputations. In addition, events in the industry as a whole, even if unrelated to us, may negatively affect
our brands' reputations. A failure to build brand awareness or negative events that damage our brands' reputations could interfere
in the growth of, or result in a decline in players, television and social media audiences, fan loyalty or corporate sponsors to support
our esports media properties. As a result, we might not be able to obtain revenues sufficient to attain profitability, or there might
be a material adverse effect on our business, results of operations, financial condition and cash flow, causing us to sustain losses.
We might not then be able to obtain the resources or time that would be needed to attempt to rebuild our brands and reputation.

 Our insurance coverage may not adequately
protect us against all possible risks of loss. Further, our business exposes us to potential liabilities that may not be covered by insurance.

 The operation of university athletic events, and
specifically a mobile esports league and teams, are subject to a number of risks that could expose us to substantial liability for personal
injury. We intend to purchase insurance against certain of these risks, but our insurance may not be adequate to cover our liabilities.

 We do not have any business liability, disruption
or litigation insurance coverage for our operations in the US or in India. Accordingly, a business disruption, litigation or natural disaster
may result in substantial costs and divert management's attention from our business, which could have an adverse effect on our results
of operations and financial condition.

 The Company's results of operations
could be affected by natural events in the locations in which it operates or where its customers or suppliers operate.

 Mobile Global Esports, its customers and its suppliers
are expected to have operations in locations subject to natural occurrences such as severe weather and other geological events, including
monsoons, earthquakes or outbreaks of pestilence that could disrupt operations. Any serious disruption at any of the Company's facilities
or the facilities of its customers or suppliers due to a natural disaster could have a material adverse effect on our revenues and increase
our costs and expenses.

 We will need to expand our organization,
and we may experience difficulties in managing this growth, which could disrupt our operations.

 We intend to grow by expanding our business, increasing
market penetration and developing new products and services. Future growth will impose significant additional responsibilities on our
management, including the need to develop and improve our existing administrative and operational systems and our financial and management
controls and to identify, recruit, maintain, motivate, train, manage and integrate additional employees, consultants and contractors.
Also, our management may need to divert a disproportionate amount of its attention away from our day-to-day activities to managing these
growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our organization,
give rise to operational mistakes, loss of business opportunities, loss of employees and/or reduced productivity. If our management is
unable to effectively manage our growth, our expenses may increase more than expected, our ability to generate and grow revenue could
be reduced, and we may not be able to implement our business strategy. Our future financial performance and our ability to compete effectively
will depend, in part, on our ability to effectively manage the expansion of employees and manage future growth.

 Risks Related to the Economy

 An economic downturn and adverse economic
conditions may harm our business.

 Any economic downturn and adverse conditions in
South Asian regional and global markets may negatively affect our operations. Our projected future broadcasting/streaming revenue in part
will depend on consumers' availability of personal disposable income and on our corporate marketing and operating budgets. Further,
projected future sponsorship and commercial revenues are contingent upon the expenditures of businesses across a wide range of industries,
and if these industries cut costs in response to any economic downturn, our revenue may similarly decline. Continued weak economic conditions
could cause a reduction in our anticipated corporate sponsorships, which could have a material adverse effect on our business, results
of operations, financial condition and cash flow.

 Further, in the current environment of rising
inflation and rising interest rates, disposable income is being reduced in our markets, resulting in the likelihood of reduced revenues
flowing to our business.

 Risks Related to Laws, Regulations and Offshore
Operations

 Regulations that may be adopted with respect
to the internet and electronic commerce may decrease the growth in the use of the internet and lead to the decrease in the demand for
the Company's products and services.

 In addition to regulations pertaining to the esports
industry in general, the Company may become subject to any number of laws and regulations that may be adopted with respect to the internet
and electronic commerce. New laws and regulations that address issues such as user privacy, pricing, online content regulation, taxation,
advertising, intellectual property, information security, and the characteristics and quality of online products and services may be enacted.
As well, current laws, which predate or are incompatible with the internet and electronic commerce, may be applied and enforced in a manner
that restricts the electronic commerce market. The application of such pre-existing laws regulating communications or commerce in the
context of the internet and electronic commerce is uncertain. Moreover, it may take years to determine the extent to which existing laws
relating to issues such as intellectual property ownership and infringement, libel and personal privacy are applicable to the internet.
The adoption of new laws or regulations relating to the internet, or particular applications or interpretations of existing laws, could
decrease the growth in the use of the internet, decrease the demand for the Company's mobile esports products and services, increase
our cost of doing business or could otherwise have a material adverse effect on our business, revenues, operating results and financial
condition.

 The risks related to international operations could negatively
affect the Company's results.

 Most all of the Company's operations will
be conducted in foreign jurisdictions, and initially primarily in India. It is expected that the Company will derive all of its revenue
from transactions denominated in currencies other than the United States dollar, and the Company expects that receivables with respect
to foreign sales will account for all of its total accounts and receivables outstanding for some time.

 As such, the Company's operations may be
adversely affected by changes in foreign government policies and legislation or social instability and other factors which are not within
the control of the Company, including, but not limited to, recessions in foreign economies, expropriation, nationalization and limitation
or restriction on repatriation of funds, assets or earnings, longer receivables collection periods and greater difficulty in collecting
accounts receivable, changes in consumer tastes and trends, renegotiation or nullification of existing contracts or licenses, changes
in policies, regulatory requirements or the personnel administering them, currency fluctuations and devaluations, exchange controls, economic
sanctions and royalty and tax increases, risk of terrorist activities, revolution, border disputes, implementation of tariffs and other
trade barriers and protectionist practices, taxation policies, including royalty and tax increases and retroactive tax claims, volatility
of financial markets and fluctuations in foreign exchange rates, difficulties in the protection of intellectual property particularly
in countries with fewer intellectual property protections, the effects that evolving regulations regarding data privacy may have on the
Company's online operations, adverse changes in the creditworthiness of parties with whom the Company has significant receivables
or forward currency exchange contracts, labor disputes and other risks arising out of foreign governmental sovereignty over the areas
in which the Company's operations are conducted.

 The Company's operations may also be adversely
affected by social, political and economic instability and by laws and policies of such foreign jurisdictions affecting foreign trade,
taxation and investment. If the Company's operations are disrupted and/or the economic integrity of its contracts is threatened,
its business would be harmed.

 The Company's international activities may
require protracted negotiations with host governments, national companies and third parties. Foreign government regulations may favor
or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from,
a particular jurisdiction. In the event of a dispute arising in connection with the Company's operations in a foreign jurisdiction
where it conducts its business, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in
subjecting foreign persons to the jurisdictions of the courts of United States or enforcing American judgments in such other jurisdictions.
The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the
doctrine of sovereign immunity. Accordingly, the Company's activities in foreign jurisdictions could be substantially affected by
factors beyond the Company's control, any of which could have a material adverse effect on it. The Company believes that management's
experience to date in commercializing other products and services may be of assistance in helping to reduce these risks. Some countries
in which the Company may operate may be considered politically and economically unstable.

 The Company is subject to foreign exchange
and currency risks that could adversely affect its operations, and the Company's ability to mitigate its foreign exchange risk through
hedging transactions may be limited.

 The Company expects that it will derive all or
most of its revenues in currencies other than the United States dollar for the foreseeable future; however, a significant portion of the
Company's operating expenses for its corporate activities are likely to be incurred in United States dollars. Fluctuations in the
exchange rate between the U.S. dollar, the rupee and other currencies may have a material adverse effect on the Company's business,
financial condition and operating results. The Company's financial results are affected by foreign currency exchange rate fluctuations.
Foreign currency exchange rate exposures arise from current transactions and anticipated transactions denominated in currencies other
than United States dollar and from the translation of foreign-currency-denominated balance sheet accounts into United States dollar-denominated
balance sheet accounts. The Company is exposed to currency exchange rate fluctuations because portions of its revenue and expenses are
denominated in currencies other than the United States dollar, particularly in the Indian rupee to start.

 The risks of operating as an American company
in India are an issue for every foreign investor.

 The risks of operating as an American company
in India are an issue for every foreign investor. The Company will mitigate some of this risk by maintaining a locally-recruited management
and staff, and relying through its relationship with SII, on SII's political and business relationships, such as the Association
of Indian Universities (AIU), the Sports Authority of India (SAI), the SII universities, for whom the company plans to develop, promote
and commercialize mobile esports, and by the protection afforded by India's comprehensive commercial law structure, particularly
in the areas of intellectual property law, trademark law, contract law, tax law and the uniform commercial code, and similar laws in other
South Asian jurisdictions.

 Business interruptions due to terrorism
or civil unrest could adversely affect us.

 Our business and our assets are planned to be
primarily located in India, a country with examples of terrorism and civil unrest, and as a result, we and our affiliates could be potential
targets of terrorism. In addition, any prolonged business interruption at any of the arenas where we host our events could result in a
decline in mobile esports revenue. We currently do not have business interruption insurance in place. If and when we do have business
interruption insurance coverage it may only cover some, but not all, of these potential events, and even for those events that are covered,
it may not be sufficient to compensate us fully for losses or damages that may occur as a result of such events, including, for example,
loss of market share and diminution of our trademarks, reputation and player and fan loyalty. Any one or more of these events could have
a material adverse effect on our business, results of operation, financial condition and/or cash flow.

 Changing laws, rules and regulations and
legal uncertainties, including adverse application of tax laws and regulations, may adversely affect our business and financial performance.

 Our business and financial performance could be
adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations applicable
to us and our business, including those relating to the internet, e-commerce, consumer protection and privacy. Such unfavorable changes
could decrease demand for our services and products, increase costs and/or subject us to additional liabilities. Furthermore, the growth
and development of e-commerce may result in more stringent consumer protection laws that may impose additional burdens on online businesses
generally.

 Risks Related to the Company's Management

 Failure to attract, retain and motivate
key employees may adversely affect the Company's ability to compete and the loss of the services of key personnel could have a material
adverse effect on the Company's business.

 The Company depends on the services of a few key
executive officers. The loss of any of these key persons could have a material adverse effect on the Company's business, results
of operations and financial condition.

 The unexpected loss of services of one or more
of these individuals could also adversely affect the Company. The Company is not protected by key man or similar life insurance covering
members of senior management but is contemplating obtaining key man insurance.

 The Company's success is also highly dependent
on its continuing ability to identify, hire, train, motivate and retain highly qualified technical, marketing and management personnel.
Competition for such personnel can be intense, and the Company cannot provide assurance that it will be able to attract or retain highly
qualified technical, marketing and management personnel in the future. The Company's inability to attract and retain the necessary
technical, marketing and management personnel may adversely affect its ability to carry forward its business plan, and may limit future
growth and profitability.

 Our current management team has limited
prior experience managing university esports businesses.

 Our current executive management team has limited
experience managing esports business, but does not have experience in managing university esports teams or leagues. In fact, practically
no one has such experience because this segment of the industry is so new. This lack of experience could adversely affect our ability
to run our business properly or to raise additional capital that may be necessary for our continued operations. We will endeavor to recruit
seasoned executives, as and if capital is available to fund their hiring.

 Risks Related to Intellectual Property and Technology

 Failure to adequately protect our intellectual
property and curb the sale of counterfeit merchandise could injure our trademarks.

 We are susceptible to brand infringement such
as counterfeiting and other unauthorized uses of our intellectual property rights. However, it is not possible to detect all instances
of brand infringement in a timely manner. Additionally, where instances of brand infringement are detected, we cannot guarantee that such
instances will be prevented as there may be legal or factual circumstances which give rise to uncertainty as to the validity, scope and
enforceability of our intellectual property rights in the brand assets.

 We also may license our intellectual property
rights to third parties. In an effort to protect our brands, we will try in such event to enter into licensing agreements with such third
parties which govern the use of our intellectual property and which require our licensees to abide by quality control standards with respect
to such use. Although we will make efforts to monitor our licensees' use of our intellectual property, we cannot assure you that
these efforts will be sufficient to ensure their compliance. The failure of our licensees to comply with the terms of their licenses could
have a material adverse effect on our business, results of operations, financial condition and cash flow.

 Our business will be subject to online security
risk, and loss or misuse of our stored information, including the exposure of customers' personal information, could lead to government
enforcement action or other litigation, potential liability, or otherwise harm our business.

 We will receive, process, store and use personal
information and other customer data as a part of our business. There are numerous federal, state and local laws regarding privacy and
the storing, sharing, use, processing, disclosure and protection of personal information and other data. Any failure or perceived failure
by us to comply with our privacy policies, our privacy-related obligations to customers or other third parties, or our privacy-related
legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information
or other player data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy
groups or others and could cause our customers to lose trust in us which could have an adverse impact on our business. In the area of
information security and data protection, many jurisdictions have passed laws requiring notification to customers when there is a security
breach for personal data or requiring the adoption of minimum information security standards that are often vaguely defined and difficult
to implement. The costs of compliance with these types of laws may increase in the future as a result of changes in interpretation or
changes in law. Any failure on our part to comply with these types of laws may subject us to significant liabilities.

 We will rely on other third-party data and
live-streaming providers for real-time and accurate data and/or live streams for mobile esports events, and if such third parties do not
perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results
of operations could be adversely affected.

 We will rely on third-party sports data and live
streaming providers to obtain accurate information regarding schedules, results, performance and outcomes of mobile esports events and
the live streaming of such events. We may experience errors in this data and/or streaming feed. If we cannot adequately resolve the issue
with our end users, our end users may have a negative experience with our offerings, our brand or reputation may be negatively affected
and our users may be less inclined to continue or resume utilizing our products and services, or recommend our platform to other potential
users. As such, a failure or significant interruption in our service would harm our reputation, business and operating results.

 Furthermore, once we establish a relationship
with a data and/or live streaming partner, if it terminates its relationship with us or refuses to renew its agreement with us on commercially
reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in
an acceptable time frame. Any of these risks could increase our costs and adversely affect our business, financial condition and results
of operations. Further, any negative publicity related to any of our selected third-party partners, including any publicity related to
regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation
exposure.

 Systems, network or telecommunications failures
or cyber-attacks may disrupt the Company's business and have an adverse effect on the Company's operations.

 Any disruption in the Company's network
or telecommunications services could affect the Company's ability to operate its mobile online esports offerings, which would result
in reduced revenues and customer down time. The Company's network and databases of players, fans, and sponsors information, including
intellectual property, trade secrets, and other proprietary business information and those of the third parties the Company utilizes,
will be susceptible to outages due to fire, floods, power loss, break-ins, cyber-attacks, hackers, network penetration, data privacy or
security breaches, denial of service attacks and similar events, including inadvertent dissemination of information due to increased use
of social media. Despite implementation of network security measures and data protection safeguards, including a disaster recovery strategy
for back-office systems, the Company's servers and computer resources will be vulnerable to viruses, malicious software, hacking,
break-ins or theft, third-party security breaches, employee error or malfeasance, and other potential compromises. Disruptions from unauthorized
access to or tampering with the Company's computer systems, or those of the third parties the Company utilizes, in any such event
could result in a wide range of negative outcomes, including devaluation of the Company's intellectual property goodwill and/or
brand appeal, increased expenditures on data security, and costly litigation, and can have a material adverse effect on the Company's
business, revenues, reputation, operating results and financial condition.

 Risks Related to Our Common Stock

 Our officers, directors and 5% stockholders
may exert significant influence over our affairs, including the outcome of matters requiring stockholder approval.

 As of December 31, 2024, our officers, directors
and more than 5% shareholders own in the aggregate approximately 38.7% of our outstanding Common Stock. As a result, when acting together,
although such individuals will not have a controlling interest in our Company, they still will have a significant impact on the election
of our directors and in determining the outcome of any corporate action, including corporate actions requiring stockholder approval, such
as: (i) a merger or a sale of our company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles
of incorporation and bylaws. This concentration of voting power and influence could have a significant effect in delaying, deferring or
preventing an action that might otherwise be beneficial to our other stockholders and be disadvantageous to our stockholders with interests
different from those individuals. Certain of these individuals also have significant control over our business, policies and affairs as
officers or directors of our company. Therefore, you should not invest in reliance on your ability to have any control over our company.

 We currently do not intend to pay dividends
on our Common Stock. As a result, your only opportunity to achieve a return on your investment is if the price of our Common Stock appreciates.

 We currently do not expect to declare or pay dividends
on our Common Stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends
on our Common Stock. As a result, your only opportunity to achieve a return on your investment will be if we are able to establish a public
market for our stock, the market price of our Common Stock appreciates and you sell your shares.

 Shareholders will likely experience dilution
of their ownership interest due to the future issuance of additional shares of our Common Stock.

 We are in a capital-intensive business and we
do not have sufficient funds to finance the growth of our business without issuing additional securities beyond the shares to be sold
in this offering, resulting in the dilution of the ownership interests of holders of our Common Stock. We are currently authorized to
issue 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. Additionally, the Board may subsequently approve increases
in authorized Common Stock or Preferred Stock. The potential issuance of such additional shares of common or Preferred Stock or convertible
debt may create downward pressure on the trading price of our Common Stock in public markets. We may also issue additional shares of Common
Stock or other securities that are convertible into or exercisable for Common Stock in future public offerings or private placements for
capital-raising purposes or for other business purposes. The future issuance of a substantial number of common shares into the public
market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline
in the price of our common shares could make it more difficult to raise funds through future offerings of our common shares or securities
convertible into common shares.

 Our amended and restated certificate of
incorporation allows for our board of directors to create new series of Preferred Stock without further approval by our stockholders,
which could have an anti-takeover effect and could adversely affect holders of our Common Stock.

 Our authorized capital includes Preferred Stock
issuable in one or more series. We currently have no Preferred Stock outstanding. However, our board has the authority to issue Preferred
Stock and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend
rights, of those shares without any further vote or action by stockholders. The rights of the holders of Common Stock will be subject
to, and may be adversely affected by, the rights of holders of any Preferred Stock that may be issued in the future. The issuance of additional
Preferred Stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes,
could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could
deprive our holders of Common Stock of a premium that they might otherwise realize in connection with a proposed acquisition of our company.

 We expect to incur significant additional
costs as a result of being a public company, which may adversely affect our business, financial condition and results of operations.

 We expect to incur costs associated with corporate
governance requirements that are applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley
Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of the NASDAQ.
These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some
activities more time-consuming. We also expect these rules and regulations to make it more expensive for us to obtain and maintain directors'
and officers' liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve
on our board of directors or as executive officers. Accordingly, increases in costs incurred as a result of becoming a publicly traded
company may adversely affect our business, financial condition and results of operations.

 The market price of such securities has
been and is likely to remain highly volatile and subject to wide fluctuations, and you may be unable to sell your securities at or above
the price at which you acquired them.

 The stock market in general and the markets for
smaller companies in particular have experienced extreme volatility that may be unrelated to the operating performance of particular companies.
The market price for our securities may be influenced by many factors that are beyond our control.

 The trading price of our shares may also decline
in reaction to events that affect other companies in our industry, even if these events do not directly affect us. These factors, among
others, could harm the value of your investment in our securities. In the past, following periods of volatility in the market, securities
class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial
costs and diversion of management's attention and resources, which could materially and adversely affect our business, operating
results and financial condition.

 Anti-takeover provisions in our charter
documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our
Common Stock and warrants.

 We are a Delaware corporation and the anti-takeover
provisions of Delaware law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination
with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control
would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws may discourage, delay or prevent
a change in our management or control over us that some stockholders may consider favorable.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 We believe cybersecurity
is critical to advancing our technological advancements. As an esports company, we face a multitude of cybersecurity threats that range
from attacks common to most industries, such as ransomware and denial-of service. Our customers, suppliers, subcontractors, and business
partners face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely
affect our operations, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we
expend resources on cybersecurity.

 Our Board of Directors
oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure
with our strategic objectives. The full Board retains oversight of cybersecurity because of its importance. We have implemented a governance
structure and processes to assess, identify, manage, and report cybersecurity risks.

 We work on assessing
cybersecurity risk and on policies and practices aimed at mitigating these risks. We believe we are positioned to meet the requirements
of the SEC. Assessing, identifying, and managing cybersecurity related risks are factored into our overall business approach.

 We rely heavily on our
supply chain to deliver our products and services, and a cybersecurity incident at a supplier, subcontractor or business partner could
materially adversely impact us. We require that our subcontractors report cybersecurity incidents to us so that we can assess the impact
of the incident on us. Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating
a cybersecurity incident that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related
to cybersecurity threats or disruptions may not be fully insured. See "Risk Factors" for a discussion of cybersecurity risks.

 Item 2. Properties

 Company employees in the US work remotely. The
Company maintains its corporate headquarters in Westport, Connecticut, where the Company rents shared workspace and has use of mail and
conference room facilities, and work stations. In India, the Company's subsidiary leased three units in a commercial building in
Kandivali East, Mumbai.

 We believe our existing leased facilities are
in good operating condition and suitable for the conduct of business for the present.

 Item 3. Legal Proceedings

 None.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market Information

 Our common stock is listed on the OTC Capital
Market under the symbol "MGAM."

 Holders

 As of March 27, 2025, there were 39 record holders
of our common stock, based upon information received from our transfer agent. However, the number of holders of record does not reflect
holders of shares in "street name" or persons, partnerships, associations, corporations or other entities identified in security
position listings maintained by depository trust companies, and so we are unable to estimate the total number of shareholders represented
by record holders.

 Dividend Policy

 We have never paid any cash dividends on our capital
stock, and do not anticipate paying such cash dividends in the foreseeable future. Whether we declare and pay dividends is determined
by our Board of Directors at their discretion, subject to certain limitations imposed under Delaware corporate law. The timing, amount
and form of dividends, if any, will depend on, among other things, our results of operations, financial condition, cash requirements and
other factors deemed relevant by our Board of Directors.

 Equity Compensation Plan Information

 We do not currently have an equity compensation
plan.

 Sale of Unregistered Securities

 Except as previously disclosed in our Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, (incorporated herein by reference) we had no sales of unregistered equity securities
during the year ended December 31, 2024.

 Item 6. Reserved

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

 You should read the following discussion and
analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing
in this Annual Report on Form 10-K. This discussion and other parts of this Annual Report on Form 10-K contain forward-looking statements
that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. As a result of many factors,
including those factors set forth in the "Risk Factors" section of this Annual Report on Form 10-K, our actual results could
differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and
analysis, and elsewhere in this Annual Report on 10-K.

 Objective

 The following Management's Discussion and
Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand our audited consolidated
financial statements for the years ended December 31, 2024 and 2023 and highlight certain other information which, in the opinion of management,
will enhance a reader's understanding of our financial condition, changes in financial condition and results of operations. In particular,
the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating
results of our business during the year ended December 31, 2024, as compared to the year ended December 31, 2023. This discussion should
be read in conjunction with our consolidated financial statements for the years ended December 31, 2024 and 2023 and the related information
included elsewhere in this annual report on Form 10-K.

 Overview of 2023

 Mobile Global Esports Inc. ("MOGO Inc"
or "Mogo Inc") was organized in March of 2021 to expand an esports business created by Sports Industry of India ("SII"),
and conducted since 2016. Through a series of contracts, the rights to the business were assigned to MOGO by SII and its affiliates beginning
in October of 2021. MOGO is now running the business created by SII, which is focused on the growing esports industry. During 2022, MOGO
Inc acquired a 99% ownership stake in MOGO Esports Private Limited ("MOGO Pvt Ltd"). The consolidated financial statements
include the accounts of MOGO Inc and its majority owned subsidiary, MOGO Pvt Ltd (collectively, the "Company" or "MOGO").

 The SII esports business, which has now been transferred
to and is operated by MOGO, is the only business in India to organize and sponsor an officially-sanctioned national championship for university
esports. As of December 31, 2024, SII holds a 9.5%% minority common share interest in MOGO, but has no controlling interest in MOGO.

 We remain a pre-revenue, early development-stage
company. Our 2024 financial results reflect our investment in building our infrastructure for revenue-producing initiatives, our game
platform and our commercial data capabilities.

 Since our inception,
we have incurred operating losses. Our comprehensive loss was approximately $2,332,000 and $6,784,000 for the years ended December 31, 2024
and 2023, respectively. As of December 31, 2024 and 2023, we had an accumulated deficit of approximately $10,643,000 and $8,323,000,
respectively. We expect to incur significant expenses and operating losses for the foreseeable future as we continue to implement and
execute our business plan and expand our business. We raised approximately $9,842,000 of net proceeds from a combination of our initial
public offering ("IPO") and private equity placement in July and September 2022 but we will require additional capital beyond
these offerings in the future to complete our business plan.

 Components of Consolidated Statements of Operations

 Revenue and Cost of Revenue

 We have generated minimal revenue and cost of revenue to date.

 General and Administrative Expenses

 General and administrative
expenses consist principally of employee compensation, event marketing and development fees, insurance expense, public listing fees, and
other professional fees for consulting, legal, auditing and tax services.

 Sales and Marketing Expenses

 Sales and marketing costs
consist principally of expenses associated with Esport events sponsored by the Company.

 Impairment Expense

 Impairment expense consists
of the write-off of property and equipment and the costs of software development projects that have been abandoned.

 Comparison of the Year Ended December 31, 2024 to the Year Ended
December 31, 2023,

 The following table summarizes the results of
our operations:

 2024

 2023

 $
 Change

 %
 Change

 Revenue

 $
 25,409

 $
 4,962

 $
 20,447

 **

 Operating expenses:

 General and administrative

 2,272,929

 4,320,090

 (2,047,161
)

 (47
)%

 Sales and marketing

 -

 673,068

 673,068

 *

 Impairment expense

 79,566

 1,817,739

 (1,738,173
)

 (96
)%

 Total costs and expenses

 2,352,495

 6,810,897

 (4,458,402
)

 (65
)%

 Loss from operations

 (2,327,086
)

 (6,805,935
)

 (4,478,849
)

 (66
)%

 Interest income (expense), net

 (1,209
)

 26,679

 28,001

 **

 $
 (2,328,295
)

 $
 (6,779,256
)

 $
 (4,450,961
)

 (66
)%

 *

 Not meaningful

 **

 Change is more than 100%

 General and Administrative Expenses

 General and administrative expenses were approximately
$2,273,000 for the year ended December 31, 2024, compared to $4,320,000 for the year ended December 31, 2023. The decrease of $2,047,000
was primarily due to a decrease in accounting, consulting, and professional fees totaling $1,001,000, a decrease in US payroll of $901,000,
a decrease in travel of $390,000, offset by an increase in legal and board fees of $122,000 and an increase in India expenses of $187,000.

 Sales and Marketing Expenses

 Sales and marketing expenses were nil for the
year ended December 31, 2024 compared to approximately $673,000 for the year ended December 31, 2023. The decrease was primarily related
to event sponsorships and social media advertising costs incurred during 2023 that were not incurred in 2024.

 Impairment Expense

 During 2024 we recorded a write-off of equipment
and furniture from our India subsidiary of approximately $80,000 as it was no longer in use and in 2023, we recorded a write-off of the
costs of software development projects that we are no longer pursuing, resulting in an impairment charge of approximately $1,818,000.

 Liquidity and Capital Resources

 As of December 31,
2024 and December 31, 2023, we had cash and restricted cash of approximately 929,000 and $3,175,000, respectively.

 We have financed our
operations through the issuance of common stock and common stock with warrants. In July 2022, we issued 1,725,000 shares of common stock
and 172,500 warrants for total gross proceeds of $6,900,000 through an initial public offering ("IPO"). We received net proceeds
after commissions, fees and expenses of approximately $5,465,000,. In September 2022, we issued 1,886,793 shares of common stock along
with 1,886,793 warrants, for total gross proceeds of $5,000,001 through a private equity placement (hereinafter "PIPE"). We
received net proceeds after commissions, fees and expenses of approximately $4,377,000.

 Issuance of Common Stock and Warrants in IPO

 During July 2022, we issued 1,725,000 shares of
common stock for total gross proceeds of $6,900,000 through an initial public offering ("IPO"). We received net proceeds after
commissions, fees and expenses of approximately $5,465,000.

 As a part of this transaction we issued warrants
to the representative of the underwriters to purchase a number of common shares equal to 10% of the total number of common shares sold
by the Company in the IPO. The representative's warrants provide for the purchase of up to 172,500 shares of common stock at a purchase
price of $6.60 per share. The representative's warrants, if exercised, must be purchased in cash, are exercisable commencing six
months after July 28, 2022. and expire on July 28, 2027. There is no assurance that all, or any of these warrants will be exercised.

 Issuance of Common Stock and Warrants in PIPE

 During September 2022, we issued 1,886,793 units,
each consisting of one share of common stock and one warrant for a total of 1,886,793 shares of common stock and 1,886,793 warrants to
acquire our common stock in the future for total gross proceeds of $5,000,001 through a private equity placement agreement ("PIPE").
In conjunction with this issuance of common stock, 1,886,793 warrants ("PIPE Warrants") to purchase common stock were issued
to the investors having an exercise price of $2.90 per share and 339,623 warrants ("Placement Agent Warrants") were issued
to the placement agent as a part of their fee, having an exercise price of $2.915 per share. The Company received net proceeds, after
commissions, fees and expenses of approximately $4,377,000. Both sets of warrants expire in September 2027 if not exercised. There is
no assurance that all, or any of these warrants will be exercised.

 Funding Requirements

 We cannot specify with
certainty all of the particular uses for the net proceeds to us from the IPO and the PIPE. Accordingly, our management will have broad
discretion in the application of these proceeds.

 We intend to use the net proceeds from the IPO
and the PIPE for operating expenses, marketing, event expenses, streaming, retention of additional staff in India, working capital and
general corporate purposes, including perhaps acquisitions of game licenses, technology platform agreements and strategic partnerships.
Investors are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment
of our management, who will have broad discretion regarding the application of the proceeds of the IPO and the PIPE. The amounts and timing
of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations and the amount
of competition we face and other operational factors. We may find it necessary or advisable to use portions of the proceeds from the IPO
and the PIPE for other purposes.

 Because of the numerous
risks and uncertainties associated with establishing a new business in India, we are unable to estimate the exact amount of our working
capital requirements. Our future funding requirements will depend on many factors, including:

 Failure of future market acceptance of our mobile esports products and services;

 Increased levels of competition;

 Changes in political, economic or regulatory conditions generally and in the markets in which we operate;

 Our ability to retain and attract senior management and other key employees;

 Our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and

 Other risks, including those described in the "Risk Factors" discussion.

 See "Risk Factors" for additional risks associated with
our substantial capital requirements.

 Cash Flows

 Operating Activities

 Net cash used in operating activities for the
2024 was approximately $2,107,000 compared to $3,574,000 for 2023. The decrease in cash used in operations of approximately $1,467,000
was primarily due to a decrease in net loss of approximately $4,451,000 offset by a decrease in non-cash charges of impairment expense
of approximately $1,738,000, decrease in write-off of note receivable of $70,000, decrease in common stock and warrants issued for services
of approximately $406,000, and a $776,000 net decrease in the change in operating assets and liabilities.

 Investing Activities

 Net cash used in investing activities for 2024
was approximately $68,000 compared to $650,000 for 2023. The decrease of approximately $582,000 was primarily due to a $561,000 decrease
in cash payments to suppliers for software, a decrease of $70,000 issued for a note receivable, offset by an increase of $48,000 for payments
of property and equipment.

 Financing activities

 Net cash used in financing activities for 2024
was approximately $65,000 compared to $161,000 for 2023. The change of approximately $96,000 was due to a decrease in the amount of principal
payments on note payable in 2024 compared to 2023.

 Contractual Obligations and Commitments

 From time to time, we may be involved in various litigation matters,
which arise in the ordinary course of business. There is currently no litigation that we believe will have a material impact on the financial
position of the Company.

 Critical Accounting Policies and Estimates

 We prepare our consolidated financial statements
in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). The preparation of
these consolidated financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets
and liabilities at the date the consolidated financial statements and reported amounts of revenues and expenses during the periods presented.
Actual results could differ from those estimates and assumptions. Note 2, Summary of Significant Accounting Policies, to the consolidated
financial statements includes a summary of the significant accounting policies we used to prepare our consolidated financial statements.
We have discussion the selection and disclosure of our critical accounting policies and estimates with our Audit Committee. The following
is a review of our most significant policies and estimates.

 Liquidity
and Going Concern

 The Company's operations are subject to
certain risks and uncertainties, including, among others, the Company's need for additional financing, the ability to attract mobile
esports users and viewers to the Company's offerings, the challenges of establishing a business in India, and reliance on key members
of management.

 The accompanying financial statements have been
prepared on the basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities and commitments in the normal course of business. The Company has a limited operating history, has incurred
operating losses to date, and expects to incur operating losses for the foreseeable future. In addition, the Company has had significant
management turnover in the past year and has significantly decreased its operational activity in India, which could negatively impact
the Company's ability to achieve its strategic direction. Furthermore, the Company may be unable to generate significant revenue
within the next year or generate sufficient cash flows to continue its operations. The Company has a new Chief Executive Officer and is
working with other consultants and its board of directors to operate the Company. Management believes the current team has the necessary
experience to achieve its goals.

 The Company has approximately $929,000 of cash
as and an accumulated deficit of approximately $10,643,000 as of December 31, 2024. Management believes that the Company will need to
raise additional capital to continue to operate for the next 12 months from the date of the issuance of the consolidated financial statements.
The failure of the Company to raise additional capital and achieve its business objectives could have a material adverse effect on the
Company's results of operations. These conditions, among other factors, raise substantial doubt about the Company's ability
to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.

 Long-Lived Assets

 The Company reviews long-lived assets for realizability
on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined
and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for
impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances,
the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment,
the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is
calculated as the excess of the asset's carrying value over its estimated fair value. Fair value is estimated based on the discounted
cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal.
Any impairment losses would be recorded in the consolidated statements of operations. During 2024, the Company recorded an impairment
loss of approximately $80,000. During 2023, the Company recorded an impairment loss of approximately $1,818,000.

 Revenue

 The Company records revenue in accordance with
Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606").
The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The
following five steps are applied to achieve that core principle:

 Step 1: Identify the contract with the customer

 Step 2: Identify the performance obligations in the contract

 Step 3: Determine the transaction price

 Step 4: Allocate the transaction price to the performance obligations in the contract

 Step 5: Recognize revenue when the company satisfies a performance obligation

 In order to identify the performance obligations
in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each distinct promised
good or service.

 If a good or service is not distinct, the good
or service is combined with other promised goods or services until a bundle of goods or services is identified as distinct.

 The transaction price is the amount of consideration
to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised
in a contract with a customer may include fixed amounts, variable amounts, or both.

 Variable consideration is included in the transaction
price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur
when the uncertainty associated with the variable consideration is subsequently resolved. The Company evaluates any noncash consideration,
consideration payable to the customer, potential returns and refunds, and whether consideration contains a significant financing element
in determining the transaction price.

 Revenue is measured based on consideration specified
in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over
a service to its customer.

 During 2024, the Company received approximately
$25,000 of revenue from prize money earned from teams that it sponsored for certain Esports competitions.

 Income Taxes

 The Company accounts for income taxes in accordance
with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes,
whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.

 Under ASC 740, a tax position is recognized as
a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. The Company has
no material uncertain tax positions for any of the reporting periods presented.

 JOBS Act

 As an "emerging growth company" under
the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"), we can take advantage of an extended transition
period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to "opt out"
of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by public
companies that are not emerging growth companies.

 Subject to certain conditions, as an emerging
growth company, we rely on certain of these exemptions, including without limitation:

 reduced disclosure about our executive compensation arrangements;

 no advisory votes on executive compensation or golden parachute arrangements; and

 exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

 We may take advantage of these exemptions for
up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company
on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion
or more; (ii) the last day of 2027; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous
three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take
advantage of some but not all of these exemptions. Accordingly, the information contained herein may be different from the information
you receive from other public companies in which you hold stock.

 Smaller Reporting Company

 As a "smaller reporting company,"
as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in addition to providing
reduced disclosure about our executive compensation arrangements and business developments, among other reduced disclosure requirements
available to smaller reporting companies, we present only two years of audited financial statements in addition to any required unaudited
interim financial statements with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and
Results of Operations" disclosure. Accordingly, the information contained herein may be different from the information you receive
from other public companies in which you hold stock.

 Off-Balance Sheet Arrangements

 We did not have during the periods presented,
and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 Not applicable.

 Item 8. Financial Statements and Supplementary
Data.

 Our financial statements required to be filed
pursuant to this Item 8 appear in a separate section of this Annual Report on Form 10-K, beginning on page F-1.

 Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Limitations on Effectiveness of Controls

 Management recognizes that a control system, no
matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud or error, if any, have been prevented or detected. These inherent
limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur. The design of any system
of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of its inherent limitations,
misstatements due to error or fraud may occur and not be prevented or detected.

 Conclusions Regarding the Effectiveness of
Disclosure Controls and Procedures

 We maintain a set of disclosure controls and procedures
designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange Act, is recorded,
processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls are also
designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. As further discussed below,
we have identified material weaknesses in the effectiveness, design and operation of our disclosure controls and procedures.

 Management ' s Report on Internal
Control over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f)
or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's
principal executive officer and principal financial officer and effected by our board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and includes those
policies and procedures that:

 1.

 Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 2.

 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 3.

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore,
even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented
or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this
risk.

 The Company's management, including the
chief executive officer and chief financial officer, do not expect that its disclosure controls or internal controls will prevent all
error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake.

 As of December 31, 2024, management has not completed
an effective assessment of the Company's internal controls over financial reporting based on the 2013 Committee of Sponsoring Organizations
(COSO) framework. Management has concluded that, during the period covered by this report, our internal controls and procedures were not
effective to detect the inappropriate application of U.S. GAAP. Management identified the following material weaknesses set forth below
in our internal control over financial reporting.

 1. We lack the necessary corporate accounting
resources to maintain adequate segregation of duties.

 2. We did not perform an effective risk assessment
or monitor internal controls over financial reporting or our cyber security environment.

 This annual report does not include an attestation
report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit
the Company to provide only the management's report in this annual report.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 None.

 Item 10. Directors, Executive Officers and
Corporate Governance.

 Directors and Executive Officers

 The following table sets
forth the names and ages of all of our directors and executive officers as of December 31, 2024. Our officers are appointed by, and serve
at the pleasure of, the Board of Directors.

 Name

 Age

 Position

 Marco Welch

 Chairman

 Brett Rosin

 Chief Executive Officer and Director

 Mark Keeley

 Chief Financial Officer

 Steven Berman

 Chief Operating Officer

 The following are biographical summaries of those
individuals who serve as our executive officers and directors:

 Marco Welch, Chairman. Mr. Welch has over
30 years of investment banking experience and was the owner of the commodities firm, BD Alpha3 Corp., where he has served as a consultant
for more than the past five years. BD Alpha3 Corp is not currently active. As a specialist on the Chicago Stock Exchange, he held Series
3, 7 and 63 licenses. In addition, he was CMO for Cabrera Capital, where he marketed a $10 billion bond deal for the State of Illinois.
This was the largest bond deal in the state's history. Previously, he was CMO for Medtech Detect. Mr. Welch was classically trained
at The Chicago Conservatory College.

 Brett Rosin. Brett Rosin is a 38- year-
old digital media expert with 16 years of experience as an executive in the field. Rosin's career is highlighted by co-founding
and running Rant Inc, as Chairman and CEO. Over the course of its history, Rant became one of the largest and fastest growing digital
media companies in the world according to Forbes and Inc. 5000 prior to being acquired by FunctionX. Rosin has overseen and crafted growth
strategies that have driven over 1 billion users to properties worldwide while generating tens of millions of dollars of revenue. His
deep understanding of digital media, user generation, monetization, combined with ownership of proprietary sports technology in the fantasy
sports and sports industries brings a unique value set to the industry.

 Mark J. Keeley, Chief Financial Officer. Mr.
Keeley is a 40-year CPA and experienced financial professional with a diverse background as 10-year CFO of multiple public and
private entities and former Partner with PricewaterhouseCoopers LLP. Mr. Keeley earned his BS in Accounting and Information Systems
from the University of Massachusetts at Amherst and a Masters Degree in Finance from Boston College.

 Steven Berman, Chief Operating Officer. Steven
Berman brings decades of experience in both regulated and grey-market gaming sectors. Berman's career spans over 25 years, during
which he has played a crucial role in the evolution of online and regulated gaming. He was part of the World Poker Tour in its infancy,
where he helped pioneer one of the most successful poker brands in the world. He also created the highly acclaimed **WPT Boot Camps**,
which helped revolutionize poker training and engagement. Beyond his work with WPT, Berman has worked closely on multiple projects with
the **Seminole Tribe of Florida**, one of the most influential gaming operators in the U.S. His deep understanding of both **iGaming's
grey markets and the highly regulated U.S. gaming space**, coupled with his ability to navigate compliance and licensing, sets him apart
as a unique figure in the industry. He holds multiple gaming licenses, solidifying his expertise in regulatory affairs and operations.

 Director Independence

 The rules of the OTC
Stock Market, or the OTC Rules, require a majority of a listed company's board of directors to be composed of independent directors
within one year of listing. In addition, the OTC Rules require that, subject to specified exceptions, each member of a listed company's
audit, compensation and nominating and governance committees be independent. Under the OTC Rules, a director will only qualify as an independent
director if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director. The OTC Rules also require that audit committee members satisfy
independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to
be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or
her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly,
any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person
of the listed company or any of its subsidiaries. In considering the independence of compensation committee members, the Nasdaq Rules
require that our board of directors must consider additional factors relevant to the duties of a compensation committee member, including
the source of any compensation we pay to the director and any affiliations with the Company.

 Our board of directors
undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information
requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our
board of directors has determined that each of our directors are independent as defined under the Nasdaq Rules.

 Code of Business Conduct and Ethics

 We have adopted a written code of business conduct
and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions. A copy of the code of business conduct and ethics
will be made available on the Corporate Governance section of our website, which is located at www.mogoesports.com.

 SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

 Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires our directors and executive officers, and persons who own more than ten percent of a registered class
of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership
of our Common Stock and other equity securities.

 Based upon a review of the copies of such reports
furnished to us during fiscal year 2023 and written representations from our executive officers and directors, we believe that during
the 2024 fiscal year, the officers, directors and holders of more than 10% of our Common Stock complied with all Section 16(a)
filing requirements.

 Item 11. Executive Compensation.

 We are a "smaller reporting company"
and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies.

 During 2024, we paid our current Chief Executive
Officer ("CEO"), Brett Rosin, approximately $24,000 and issued him 5,000,000 shares of common stock valued at approximately
$30,000. During 2024, we paid our current Chief Financial Officer ("CFO"), Mark Keeley, approximately $54,000. During 2023,
we paid our prior CEO and CFO approximately $227,000 and $63,500, respectively. During 2024, we paid our current Chief Operating Officer
("COO"), approximately $19,000. There were no other Named Executive Officers of the Company in 2024 or 2023. During 2024,
we issued our Chairman, Marco Welch, 1,250,000 shares of common stock valued at approximately $7,500.

 Item 12. Security
Ownership of Certain Beneficial Owners

 The following table sets forth information, as
of December 31, 2024, or as otherwise set forth below, with respect to the beneficial ownership of our common stock (i) all persons known
to us to be the beneficial owners of more than 5% of the outstanding shares of our common stock, (ii) each of our directors and our executive
officers. As of December 31, 2024, we had 27,936,503 shares of common stock outstanding.

 Unless otherwise stated, the mailbox address for
our executive officers and directors is in care of our company, Mobile Global Esports Inc., 500 Post Road East, Westport, Connecticut.
Except as otherwise indicated, and subject to applicable community property laws, except to the extent authority is shared by both spouses
under applicable law, the Company believes the persons named in the table have sole voting and investment power with respect to all shares
of common stock held by them.

 Name of Beneficial Owner

 Shares
 Beneficially
 Owned

 Percent
 Ownership

 Principal Stockholders:

 Armistice Capital Master Fund, Ltd.**

 1,886,793

 6.8
 %

 Sports Industry of India

 2,650,000

 9.5
 %

 Directors and Named Executive Officers:

 Marco Welch, Chairman, Director

 1,270,000

 4.5
 %

 Brett Rosin, CEO

 5,000,000

 17.9
 %

 Mark J. Keeley, CFO

 -

 *

 Steven Berman, COO

 -

 *

 All directors and executive officers as a group (4 persons)

 6,270,000

 22.4
 %

 *

 Represents beneficial ownership of less than 1% of the shares of common stock outstanding

 **

 Armistice Capital Master Fund, Ltd. (the "Master Fund"), is a Cayman Islands exempted company, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice. Armistice and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein.

 Equity Compensation Plan Information

 We do not currently have an Equity Compensation
Plan established.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence

 Related Person Transaction Policy and Procedures

 The Board has adopted a written related person
transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions.
This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or
any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, in which the amount involved
exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or material interest, including without limitation,
purchases of goods and services by of from the related person or entities in which the related person has a material interest, indebtedness,
guarantees of indebtedness and employment by us of a related person. In reviewing and approving such transactions, our audit committee
is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable
to those that could be obtained in an arm's length transaction and the extent of the related person's interest in the transaction.
Notwithstanding anything therein to the contrary, the policy is to be interpreted only in such a manner as to comply with Item 404 of
Regulation S-K.

 Certain Related Party Transactions

 Set forth below is information in which the amount
involved exceeds 1% of the average of our total assets at December 31, 2024 and 2023:

 During 2024 and 2023, the Company's Board
of Directors earned a total board stipend of approximately $145,000 and $96,000, respectively. During 2024 and 2023, the Company paid
the Board Chairman $96,000 and $10,000 for additional consulting services provided.

 Item 14. Principal Accountant Fees and Services

 The Company paid its auditor, Mercurius &
Associates LLP (formerly "AJSH & Co LLP") aggregate fees including expenses of approximately $136,000 and $285,000 in
2024 and 2023, respectively. The fees paid were for professional services rendered for the audit and reviews of the consolidated financial
statements of the Company, professional services rendered for the issuance of consents and review of documents filed with the Securities
and Exchange Commission ("SEC").

 The Audit Committee has adopted procedures for
pre-approving all audit and non-audit services provided by the independent registered public accounting firm, including the fees and terms
of such services. There procedures include reviewing detailed back-up documentation for audit and permitted non-audit services. The documentation
includes a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature and therefore
anticipated at the time that the budget is submitted. Audit Committee approval is required to exceed the pre-approved amount for a particular
category of non-audit services and to engage the independent registered public accounting firm for any non-audit services not included
in those pre-approved amounts. For both types of pre-approval, the Audit Committee considers whether such services are consistent with
the rules on auditor independence promulgated by the SEC and the Public Company Accounting Oversight Board ("PCAOB"). The
Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective
and efficient service, based on such reasons as the auditor's familiarity with our business, people, culture, accounting systems,
risk profile, and whether the services enhance our ability to manage or control risks, and improve audit quality. The Audit Committee
may form and delegate pre-approval authority to subcommittees consisting of one or more members of the Audit Committee, and such subcommittees
must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All of the services provided by the independent
registered public accounting firm were pre-approved by the Audit Committee.

 Item 15. Exhibits and Financial Statement Schedules

 Financial Statement Schedules. See Index to
Financial Statements in the separate section of this Annual Report on Form 10-K, beginning on page F-1.

 (a)

 The following documents are filed as part of this Annual Report on Form 10-K:

 (1)

 Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 3223)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 (2)

 Financial Statement Schedules

 Required information is included in
the notes to the consolidated financial statements

 (3)

 Exhibits

 See Exhibit Index below

 EXHIBIT

 Exhibit No.

 Description

 3.1

 Articles of Incorporation of Mobile Global Esports Inc. as currently in effect, incorporated herein by reference to Exhibit 3.1 to Form S-1 Registration Statement filed on December 23, 2021

 3.2

 Bylaws of Mobile Global Esports Inc. as currently in effect, incorporated herein by reference to Exhibit 3.2 to Form S-1 Registration Statement filed on December 23, 2021

 4.1

 Form of Common Stock Warrant, incorporated herein by reference to Exhibit 4.1 to Form 8-K Report filed on September 23, 2022

 4.2

 Form of Warrant issued to WestPark Capital, Inc. pursuant to the Engagement Agreement dated September 20, 2022 between the registrant and WestPark Capital, Inc., incorporated herein by reference to Exhibit 4.2 to Form 8-K Report filed on September 23, 2022

 4.3

 Description of Registrant's Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 incorporated herein by reference to Exhibit 4.3 to Form 10-K filed on April 14, 2023.

 10.1

 Securities Purchase Agreement dated September 20, 2022, between the registrant and an institutional and accredited investor, incorporated herein by reference to Exhibit 10.1 to Form 8-K Report filed on September 23, 2022

 19.1*

 Insider Trading
 Policy

 23.1*

 Consent of Mercurius & Associates LLP

 31.1*

 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1**

 Clawback Policy, incorporated herein by reference to Exhibit 97.1 to Form 10-K filed on April 15, 2024.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 Filed herewith

 **

 Furnished herewith

 ***

 In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of the Exchange Act

 Item 16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Mobile Global Esports Inc.

 Date: March 31, 2025

 By:

 /s/ Brett Rosin

 Name:

 Brett Rosin

 Title:

 Chief Executive Officer

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

 Name

 Position

 Date

 /s/ Brett Rosin

 Director and Chief Executive Officer

 March 31, 2025

 Brett Rosin

 (Principal Executive Officer)

 /s/ Mark Keeley

 Chief Financial Officer Consultant

 March 31, 2025

 Mark Keeley

 (Principal Financial and Accounting Officer Consultant)

 /s/ Marco Welch

 Director

 March 31, 2025

 Marco Welch

 Mobile Global Esports Inc.

 Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 3223)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To the Shareholders and Board of Directors
of Mobile Global Esports Inc.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of Mobile Global Esports Inc. and its subsidiary (collectively, the "Company") as of December 31, 2024, and
2023, the related consolidated statements of operations, stockholders' equity and cash flows, for each of the two years in the period
ended December 31, 2024, and 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2024 and December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December
31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Substantial doubt about the Company's
ability to continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements,
the Company has an accumulated deficit of approximately $10,643,000 and $8,323,000 as of December 31, 2024, and December 31, 2023, respectively
and the Company has incurred operating losses to date and expects to incur operating losses for the foreseeable future. Further, the Company
may be unable to generate significant revenue within the next year or generate sufficient cash flows to continue its operations. These
conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards
to those matters are also described in the Note 1 to the financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 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 audits 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 audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the 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 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 determined that there are no critical audit matters communicated or required
to be communicated to the audit committee

 Mercurius & Associates LLP

 We have served as the Company's auditor
since 2021.

 New Delhi, India

 Date: March 31, 2025

 F- 2

 MOBILE
GLOBAL ESPORTS INC.

 Consolidated Balance Sheets

 As of December 31, 2024 and 2023

 Note

 2024

 2023

 Assets

 Current assets:

 Cash

 $
 928,619

 $
 3,174,703

 Prepaid expenses and other current assets

 137,094

 93,127

 Total current assets

 1,065,713

 3,267,830

 Property and equipment, net

 -

 29,632

 Operating lease right of use asset

 -

 103,812

 Other long-term assets

 15,606

 20,070

 Total assets

 $
 1,081,319

 $
 3,421,344

 Liabilities

 Current liabilities:

 Accounts payable and accrued expenses

 $
 82,078

 $
 152,423

 Operating lease liabilities, current

 -

 54,509

 Note payable

 -

 65,040

 Total current liabilities

 82,078

 271,972

 Operating lease liabilities, long term

 -

 52,166

 Total liabilities

 82,078

 324,138

 Commitments and contingencies

 Stockholders' equity

 Preferred stock; $ 0.0001 par value; 10,000,000 shares authorized; nil shares issued and outstanding

 -

 -

 Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 27,936,503 and 21,191,593 shares issued and outstanding

 2,793

 2,119

 Additional paid-in capital

 11,660,365

 11,427,419

 Accumulated deficit

 ( 10,642,727
)

 ( 8,322,769
)

 Accumulated other comprehensive income (loss)

 ( 6,322
)

 ( 3,032
)

 Total stockholders' equity - Mobile Global Esports Inc.

 1,014,109

 3,103,737

 Non-controlling interest

 ( 14,868
)

 ( 6,531
)

 Total stockholders' equity

 999,241

 3,097,206

 Total liabilities and stockholders' equity

 $
 1,081,319

 $
 3,421,344

 The accompanying footnotes are an integral part
of these consolidated financial statements.

 F- 3

 MOBILE GLOBAL ESPORTS INC.

 Consolidated Statements of Operations

 For the years ended December 31, 2024 and 2023

 Year Ended

 Year Ended

 Note

 2024

 2023

 Revenue

 $
 25,409

 $
 4,962

 Operating expenses:

 General and administrative expenses

 2,272,929

 4,320,090

 Sales and marketing expenses

 -

 673,068

 Impairment expense

 4,5

 79,566

 1,817,739

 Total operating expenses

 2,352,495

 6,810,897

 Loss from operations

 ( 2,327,086
)

 ( 6,805,935
)

 Interest income

 28,656

 Interest expense

 ( 1,408
)

 ( 1,977
)

 Net loss before income taxes

)

)

 Income tax expense

 -

 -

 $
)

 $
)

 Net loss - non-controlling interest

 $
 ( 8,337
)

 $
 ( 5,875
)

 Net loss attributable to Mobile Global Esports Inc.

 $
 ( 2,319,958
)

 $
 ( 6,773,381
)

 Net loss per share attributable to common stockholders, basic and diluted

 $
 ( 0.11
)

 $
 ( 0.32
)

 Weighted average common shares outstanding, basic and diluted

 21,568,233

 21,009,374

 Comprehensive loss:

)

)

 Unrealized loss on foreign currency translation

 ( 3,290
)

 ( 4,431
)

 Total comprehensive loss

 $
 ( 2,331,585
)

 $
 ( 6,783,687
)

 Comprehensive loss attributable to non-controlling interest

 ( 8,337
)

 ( 5,875
)

 Comprehensive loss - Mobile Global Esports Inc.

 ( 2,323,248
)

 ( 6,777,812
)

 The accompanying footnotes are an integral part
of these consolidated financial statements.

 F- 4

 MOBILE GLOBAL ESPORTS INC.

 Consolidated Statements of Stockholders'
Equity

 For the years ended December 31, 2024 and 2023

 Common Stock

 Additional
 Paid-In

 Accumulated

 Accumulated
 Other
 Comprehensive

 Non-controlling

 Total
 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Income (Loss)

 Interest

 Equity

 Balance, December 31, 2022

 20,421,593

 $
 2,042

 $
 10,557,136

 $
 ( 1,549,388
)

 $
 1,399

 $
 ( 656
)

 $
 9,010,533

 Issuance of common stock for services

 770,000

 593,363

 -

 -

 -

 593,440

 Fair value of warrants issued for services

 -

 -

 276,920

 -

 -

 -

 276,920

 Other comprehensive loss

 -

 -

 -

 -

 ( 4,431
)

 -

 ( 4,431
)

 -

 -

 -

 ( 6,773,381
)

 -

 ( 5,875
)

)

 Balance, December 31, 2023

 21,191,593

 2,119

 11,427,419

 ( 8,322,769
)

 ( 3,032
)

 ( 6,531
)

 3,097,206

 Fair value of warrants issued for services

 -

 -

 185,920

 -

 -

 -

 185,920

 Issuance of common stock for services

 6,744,910

 47,026

 -

 -

 -

 47,700

 Other comprehensive loss

 -

 -

 -

 -

 ( 3,290
)

 -

 ( 3,290
)

 -

 -

 -

 ( 2,319,958
)

 -

 ( 8,337
)

)

 Balance, December 31, 2024

 27,936,503

 $
 2,793

 $
 11,660,365

 $
 ( 10,642,727
)

 $
 ( 6,322
)

 $
 ( 14,868
)

 $
 999,241

 The accompanying footnotes are an integral part
of these consolidated financial statements.

 F- 5

 MOBILE GLOBAL ESPORTS INC.

 Consolidated Statements of Cash Flows

 For the years ended December 31, 2024 and 2023

 Year Ended

 December 31, 2024

 December 31, 2023

 Cash flows from operating activities

 $
)

 $
)

 Adjustments to reconcile net loss to net cash provided (used) in operating activities:

 Depreciation

 17,206

 5,674

 Write-off of note receivable

 -

 70,000

 Impairment expense

 79,566

 1,817,739

 Fair value of warrants issued for services

 185,920

 276,920

 Common stock issued for services

 47,700

 362,440

 Amortization of right of use assets

 40,647

 46,173

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 40,588
)

 149,502

 Other current assets

 -

 480,000

 Other assets

 3,780

 ( 12,557
)

 Accounts payable and accrued expenses

 ( 69,487
)

 71,375

 Related party payable

 -

 ( 17,820
)

 Operating lease liabilities

 ( 43,462
)

 ( 43,926
)

 Net cash used in operating activities

 ( 2,107,013
)

 ( 3,573,736
)

 Cash flows from investing activities

 Advances to suppliers for software

 -

 ( 560,593
)

 Issuance of note receivable

 -

 ( 70,000
)

 Payments for property and equipment

 ( 67,624
)

 ( 19,484
)

 Net cash used in investing activities

 ( 67,624
)

 ( 650,077
)

 Cash flows from financing activities

 Repayment of note payable

 ( 65,040
)

 ( 160,558
)

 Net cash provided by (used in) financing activities

 ( 65,040
)

 ( 160,558
)

 Effect of exchange rate changes on cash

 ( 6,407
)

 ( 600
)

 Net decrease in cash

 ( 2,246,084
)

 ( 4,384,971
)

 Cash as of beginning of year

 3,174,703

 7,559,674

 Cash as of end of year

 $
 928,619

 $
 3,174,703

 Supplemental disclosure of cash flow information

 Cash paid for interest

 $
 1,408

 $
 1,977

 Supplemental disclosure of non-cash investing and financing activity

 Stock issued for advances to suppliers

 $
 -

 $
 231,000

 Right of use assets obtained on operating lease commencement

 $
 24,503

 $
 94,841

 Note payable issued for prepaid insurance policy

 $
 -

 $
 133,291

 The accompanying footnotes are an integral part
of these consolidated financial statements.

 F- 6

 Note 1 - Organization
and Basis of Presentation

 Organization

 Mobile Global Esports Inc. ("MOGO Inc")
was incorporated on March 11, 2021 under the laws of the State of Delaware. The Company was originally named Elite Esports, Inc. but changed
its name to Mobile Global Esports Inc. on April 21, 2021. MOGO Inc has been assigned certain limited rights to commercialize university
esports events for 92 universities in India. The unique advantage of esports is that the events can be virtual, and virtual events bypass
any Covid-19 restrictions on in-person events.

 During July 2022, MOGO Esports Private Limited
("MOGO Pvt Ltd") was established and incorporated in India by certain shareholders of MOGO Inc. During November 2022, MOGO
Inc acquired approximately 99 % of MOGO Pvt Ltd. MOGO Pvt Ltd comprised approximately 14.6 % and 5.4 % of the Company's total assets
as of December 31, 2024 and 2023 and 29.8 % and 7.2 % of the Company's net loss for 2024 and 2023, respectively.

 Basis of Presentation

 The accompanying consolidated financial statements
were prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The
consolidated financial statements include the accounts of MOGO Inc and its majority owned subsidiary, MOGO Pvt Ltd (collectively, the
"Company"). MOGO Inc owns a 99 % controlling interest in MOGO Pvt Ltd. The value of the non-controlling interest in MOGO Pvt
Ltd is immaterial.

 The functional currency of MOGO Pvt Ltd is the
Indian Rupee ("INR"). The assets and liabilities of MOGO Pvt Ltd are translated to United States Dollars ("USD")
at period end exchange rates, while statements of operations accounts are translated at the average exchange rate during the period. The
effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other
comprehensive loss in stockholders' equity. All significant intercompany accounts and transactions have been eliminated in consolidation.

 Liquidity and Going Concern

 The Company's operations are subject to
certain risks and uncertainties, including, among others, the Company's need for additional financing, the ability to attract mobile
esports users and viewers to the Company's offerings, the challenges of establishing a business in India, and reliance on key members
of management.

 The
accompanying financial statements have been prepared on the basis that assumes that the Company will continue as a going concern, which
contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company
has a limited operating history, has incurred operating losses to date, and expects to incur operating losses for the foreseeable future.
In addition, the Company has had significant management turnover in the past year and has significantly decreased its operational activity
in India, which could negatively impact the Company's ability to achieve its strategic direction. Furthermore, the Company may be
unable to generate significant revenue within the next year or generate sufficient cash flows to continue its operations. The Company
has a new Chief Executive Officer and is working with other consultants and its board of directors to operate the Company. Management
believes the current team has the necessary experience to achieve its goals.

 The Company has approximately $ 929,000 of cash
as and an accumulated deficit of approximately $ 10,643,000 as of December 31, 2024. Management believes that the Company will need to
raise additional capital to continue to operate for the next 12 months from the date of the issuance of the consolidated financial statements.
The failure of the Company to raise additional capital and achieve its business objectives could have a material adverse effect on the
Company's results of operations. These conditions, among other factors, raise substantial doubt about the Company's ability
to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.

 F- 7

 Note 2 –
Summary of Significant Accounting Policies

 Use of Estimates

 The preparation of consolidated financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and
assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs
and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and
adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results,
future results of operations will be affected. Significant estimates in the accompanying consolidated financial statements include the
valuation allowance on deferred tax assets and the estimated value of warrants issued for services.

 Cash Equivalents

 For the purpose of the statement of cash flows,
cash equivalents include time deposits, certificate of deposits, amounts held in escrow and all highly-liquid debt instruments with original
maturities of three months or less. As December 31, 2024 and 2023, the Company did not have any cash equivalents.

 Property and Equipment

 Property and equipment, net, is stated at cost
and consists of furniture and fixtures and office and computer equipment. Depreciation is computed over the estimated useful lives of
the assets, generally three to ten years, using the straight-line method. Expenditures for maintenance and repairs are charged to operations;
major expenditures for renewals and betterments are capitalized and depreciated over their useful lives. Leasehold improvements are amortized
over the lesser of the asset life or the life of the lease.

 Leases

 The Company leases office space in India under
lease arrangements through MOGO Pvt Ltd. The Company applies the accounting guidance in Accounting Standards Codification ("ASC")
842, Leases. As such, the Company assesses all arrangements, that convey the right to control the use of property and equipment,
at inception, to determine if it is, or contains, a lease based on the unique facts and circumstances present in that arrangement. For
those leases identified, the Company determines the lease classification, recognition, and measurement at the lease commencement date.

 F- 8

 Note 2 –
Summary of Significant Accounting Policies (continued)

 Fixed lease payments on operating leases are recognized
over the expected term of the lease on a straight-line basis. Variable lease expenses that are not considered fixed are expensed as incurred.
Fixed and variable lease expense on operating leases is recognized within operating expenses within the accompanying consolidated statements
of operations and comprehensive loss.

 The interest rate implicit in the Company's
lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on the information
available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized
basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

 Long-Lived Assets

 The Company reviews long-lived assets for realizability
on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined
and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for
impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances,
the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment,
the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is
calculated as the excess of the asset's carrying value over its estimated fair value. Fair value is estimated based on the discounted
cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal.
Any impairment losses would be recorded in the consolidated statements of operations. During 2024, the Company recorded an impairment
loss of approximately $ 80,000. See Note 4. During 2023, the Company recorded an impairment loss of approximately $ 1,818,000. See Note
5.

 Fair Value of Financial Instruments

 For certain of the Company's financial instruments,
including cash, notes receivable, accounts payable and accrued expenses, and note payable, the carrying amounts approximate their fair
values due to their short maturities.

 ASC Topic 820, Fair Value Measurements and
Disclosures, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, Financial Instruments,
defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure
requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each
qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination
of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy
are defined as follows:

 Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement.

 The Company analyzes all financial instruments
with features of both liabilities and equity under ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives
and Hedging. The Company has determined that the warrants issued to date are freestanding financial instruments that are properly
classified as equity.

 F- 9

 Note 2 –
Summary of Significant Accounting Policies (continued)

 At December 31, 2024 and 2023, the Company did
not identify any assets or liabilities required to be presented on the balance sheet at fair value.

 Concentration of Credit Risk

 Financial instruments, which potentially subject
the Company to concentrations of credit risk, consist of cash. The Company places its cash with high quality financial institutions and
at times may exceed the Federal Deposit Insurance Corporation $ 250,000 insurance limit. The Company has not and does not anticipate incurring
any losses related to this credit risk.

 Revenue

 The Company records revenue in accordance with
Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606").
The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The
following five steps are applied to achieve that core principle:

 Step 1: Identify the contract with the customer

 Step 2: Identify the performance obligations in the contract

 Step 3: Determine the transaction price

 Step 4: Allocate the transaction price to the performance obligations in the contract

 Step 5: Recognize revenue when the company satisfies a performance obligation

 In order to identify the performance obligations
in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each distinct promised
good or service.

 If a good or service is not distinct, the good
or service is combined with other promised goods or services until a bundle of goods or services is identified as distinct.

 The transaction price is the amount of consideration
to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised
in a contract with a customer may include fixed amounts, variable amounts, or both.

 Variable consideration is included in the transaction
price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur
when the uncertainty associated with the variable consideration is subsequently resolved. The Company evaluates any noncash consideration,
consideration payable to the customer, potential returns and refunds, and whether consideration contains a significant financing element
in determining the transaction price.

 Revenue is measured based on consideration specified
in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over
a service to its customer.

 During 2024, the Company received approximately
$ 25,000 of revenue from prize money earned from teams that it sponsored for certain Esports competitions.

 F- 10

 Note 2 – Summary of Significant Accounting
Policies (continued)

 During 2023, the Company entered into certain
agreements with DDN Producciones Sociedad Anonima ("DDN") related to the production and sponsorship of a certain esports event
that occurred during 2023 in Costa Rica. The Company agreed to pay $ 100,000 for sponsorship of the event and collaborated with DDN to
help produce the event. The Company and DDN agreed to a revenue sharing arrangement for the event and the Company received revenue of
approximately $ 5,000 from this event. The Company does not expect to receive any further revenue from this event.

 Income Taxes

 The Company accounts for income taxes in accordance
with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes,
whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.

 Under ASC 740, a tax position is recognized as
a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. The Company has
no material uncertain tax positions for any of the reporting periods presented.

 Basic and Diluted Earnings Per Share

 Earnings per share is calculated in accordance
with ASC Topic 260, Earnings Per Share. Basic earnings per share ("EPS") is based on the weighted average number of
common shares outstanding. Diluted EPS assumes that all dilutive securities are converted. Dilution is computed by applying the treasury
stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance,
if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 Segments

 The Company has one reportable segment, which
is the development of esports. At December 31, 2024 and 2023, 85.4 % and 94.6 % of the Company's consolidated total assets are located
within the United States of America.

 Recent Accounting Pronouncements

 During 2023, the Company adopted Accounting Standards
Update ("ASU") No. 2016-13 ("ASU 2016-13"), Financial Instruments-Credit Losses. ASU 2016-13 requires organizations
to measure all expected credit losses for instruments held at the reporting date based on historical experience, current conditions, and
reasonable and supportable forecasts. This guidance is applicable for the Company's note receivable. However, the adoption of ASU
2016-13 did not have a material impact to the Company's valuation of its note receivable.

 During November 2023, the Financial Accounting
Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280). ASU No. 2023-07 was issued to improve
the disclosures about a public entity's reportable segments and requires more detailed information about a reportable segment's expenses.
The primary focus of ASU No. 2023-07 is enhanced disclosures about significant segment expenses. The guidance is applicable and effective
for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company
has adopted the provisions of ASU No. 2023-07 for the fiscal year ended December 31, 2024 and the adoption did not have a material impact
on the Company.

 During 2023, the FASB issued ASU No. 2023-09, Income Taxes.
ASU No. 2023-09 amends income tax disclosures to provide information to better asses how an entity's operations and related tax
risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The new guidance requires
the entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet
a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently assessing
the impact ASU 2023-09 will have on its income tax disclosures.

 F- 11

 Note 2 – Summary of Significant Accounting
Policies (continued)

 During December 2023, the FASB issued ASU 2023-09,
 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual disclosures in an entity's income
tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal, state and local) and
foreign jurisdictions. The amendments in this ASU are effective for annual periods beginning after December 31, 2024, although early adoption
is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.

 During November 2024, the FASB issued ASU 2024-03,
 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses. The guidance requires public companies to disclose, in the notes to financial statements, specified information about certain
costs and expenses at each interim and annual reporting period. This guidance is effective for public business entities for annual reporting
periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company expects to adopt
this guidance in its fiscal year beginning January 1, 2027. The Company is evaluating the potential impact of this guidance on its consolidated
financial statement disclosures

 Note 3 – Note Receivable

 The Company entered into certain agreements with
Elite 4 Conferences ("E4C") related to the production and sponsorship of certain conference championship events that occurred
during 2023 in India ("2023 Championship"). The Company agreed to pay $ 30,000 for sponsorship of the events and collaborated
with E4C to help produce the esports segment of the events. The Company and E4C agreed to a revenue sharing arrangement for the events,
however, there was no significant revenue generated from the events and the Company did not receive any revenue from the events.

 As part of the collaboration with E4C, the Company
provided E4C with a loan of $ 70,000 to help fund the events. The loan bears interest at a rate of 6 % per annum and is payable as follows;
(i) through revenue generated from the events, if applicable, (ii) from proceeds received by E4C in the future from any financing of $ 1,000,000
or more, if applicable, and (iii) by the maturity date of April 3, 2024 for any amounts still outstanding as of that date. At December
31, 2023, E4C had not made any payments on the note receivable. Management evaluated the collectability of this note and determined that
it was probable that these funds would not be collectable. As such, management wrote-down the note to nil and recorded the $ 70,000 as
sales and marketing expenses as these funds were utilized for the 2023 Championship.

 Note 4 – Property and Equipment

 Property and equipment consisted of the following
as of:

 2024

 2023

 Furniture and fixtures

 16,715

 13,967

 Office and computer equipment

 83,408

 21,413

 Accumulated depreciation and impairment

 ( 100,123
)

 ( 5,748
)

 Property and equipment, net

 -

 29,632

 Depreciation expense was approximately $ 17,200
and $ 5,700 for 2024 and 2023, respectively. During 2024, the Company terminated its operating leases and has significantly reduced its
operations in India. As a result, management has determined that the Company's property and equipment, which is located exclusively
in India, is impaired. Therefore, property and equipment has been written down to its estimated realizable value and an impairment
charge of approximately $ 80,000 has been recorded for 2024.

 F- 12

 Note 5 – Advances to Suppliers and Impairment

 During 2023 and 2022, the Company made payments
for the creation of a software platform ("Platform") and mobile application ("App"), which had not been placed
in service as of December 31, 2023. At December 31, 2023, the Company had discontinued the development of both the Platform and the App
and does not currently expect to receive any benefit from the costs incurred to develop these products. Therefore, during 2023 the Company
has recorded an impairment charge for the entire amount of costs incurred for these products, which was approximately $ 1,818,000.

 Note 6 – Leases

 The Company had various leases in India that were
classified as operating leases. The Company's leases had terms that varied from 22 to 36 months. The Company used its expected incremental
borrowing rate of 10.0 % in determining the value of the right-of-use asset and lease liability associated with these leases. During December
2024, the Company exercised its termination rights under the leases and made final total payments of approximately $ 28,000 to terminate
these leases. The total cash paid for operating leases (including termination payments) for 2024 and 2023 was approximately $ 103,000 and
$ 46,000 and the operating lease cost recorded in the Consolidated Statements of Operations and Comprehensive Loss approximated $ 105,000
and $ 49,000, respectively. As of December 31, 2024, the Company has no operating leases in use and there are no future operating lease
payments.

 Note 7 – Accounts Payable and Accrued
Expenses

 Accounts payable and accrued expenses consist of the following as of:

 2024

 2023

 Accounts payable

 $
 69,188

 $
 94,397

 Other accrued expenses

 12,890

 58,026

 Total

 $
 82,078

 $
 152,423

 Note 8 – Related Party Transactions

 During 2024 and 2023, the Company's Board
of Directors earned a total board stipend of approximately $ 145,000 and $ 96,000, respectively. During 2024 and 2023, the Company paid
the Board Chairman $ 96,000 and $ 10,000 for additional consulting services provided.

 During 2023, the Company paid $ 30,000 to a company
for planning and consulting services. The Company's former Chief Executive Officer was a board member of this company until June
2023.

 Note 9 – Note Payable

 During August 2023, the Company entered into an
agreement with a financing institution for payment of certain of the Company's insurance policies. The financing agreement was payable
over a ten-month period ending May 2024 with monthly payments of principal and interest ( 8.75 %) totaling $ 13,294 per month. At December
31, 2023, approximately $ 65,000 of principal is outstanding under this agreement, and $ 93,000 is recorded in prepaid expenses.

 F- 13

 Note 10 - Stockholders' Equity

 Preferred Stock

 The Company has authorized the issuance of 10,000,000
shares of $ 0.0001 par value preferred stock. At December 31, 2024 and 2023, there were nil shares issued and outstanding.

 Common Stock

 The
Company has authorized the issuance of 100,000,000 shares of $ 0.0001 par value common stock. At December 31, 2024 and 2023, there were
 27,936,503 and 21,191,593 shares issued and outstanding, respectively.

 During 2024, the Company issued 6,744,910 shares
of common stock to consultants and board members for total fair value of approximately $ 48,000. During 2023, the Company issued 350,000
and 420,000 shares of common stock to consultants and a supplier for total fair value of approximately $ 362,000 and $ 231,000, respectively.
The 420,000 shares of common stock were recorded as part of the Advances to Suppliers as of December 31, 2023.

 Warrants

 During 2023, the Company issued warrants ("2023
Consultant Warrants") to purchase up to 170,000 shares of the Company's common stock in exchange for the provision of services.
The 2023 Consultant Warrants have an exercise price of $ 3.00 per share, expire 6 years from the date of issuance, with 25 % vested in the
first quarter of 2023 and the remaining shares vested quarterly through December 31, 2023.

 The Company utilized the Black-Scholes option-pricing
model to value the warrants issued and the estimated fair value of the 2023 Consultant Warrants was $ 91,000, which was recognized as expense
in 2023.

 The following table summarizes the assumptions
used for estimating the fair value of the 2023 Consultant Warrants issued:

 Expected dividend yield

 -

 Risk-free interest rate

 3.99
 %

 Expected volatility

 %

 Expected life (years)

 During 2021, the Company granted 2021 Consultant
Warrants to three individuals ("Consultants") that are advising the Company on developing, establishing, operating, commercializing,
marketing, promoting, and expanding the Company's esports business with an aim to commercialize esports tournaments, esports sponsorships,
esports advertising revenues, esports merchandise revenues, esports broadcast revenues, esports video revenues, esports game development
and marketing and distribution revenues, and all other manner of esports revenue streams for the benefit of the Company. The Consultant
Warrants have an exercise price of $ 1.00 share and expire in five years with 250,000 of these warrants vested immediately and the balance
of 750,000 warrants having provisions making the vesting contingent on the Consultants' performance in meeting goals and milestones
set quarterly by the Company. Specifically, the Company will consult with the Consultants and reach agreement on the Consultants'
goals and milestones at the beginning of each calendar quarter. Out of the 750,000 unvested warrants, 62,500 warrants vest at the end
of each quarter, beginning with the quarter ended March 31, 2022, provided in the Company's judgement the Consultants have made
satisfactory progress over the course of the quarter in meeting set goals and milestones. At December 31, 2024, all of these warrants
were vested.

 In conjunction with the Company's initial
public offering ("IPO") in July 2022, the Company issued warrants ("IPO Warrants") to purchase up to 172,500 shares
of common stock to the underwriters of the IPO. These IPO Warrants have an exercise price of $ 6.60 per share, expire 5 years from
the date of issuance, and are fully exercisable six months after their issuance. The estimated fair value of the IPO Warrants approximated
$ 474,000. The IPO Warrants are recorded as stock issuance costs but the net impact to the Company's equity from the issuance of
these warrants is nil since these warrants are classified as equity.

 F- 14

 Note 10 - Stockholders' Equity (continued)

 In conjunction with a financing in September 2022,
the Company issued 1,886,793 PIPE Warrants to investors with an exercise price of $ 2.90 per share, which expire 5 years from the date
of issuance, and are fully exercisable upon issuance. The estimated fair value of the PIPE Warrants approximated $ 2,093,000. Additionally,
 339,623 warrants ("Placement Agent Warrants") were issued to the placement agent as a part of their fee. The Placement Agent
warrants have an exercise price of $ 2.915 per share, expire 5 years from the date of issuance, and are fully exercisable upon issuance.
The estimated fair value of the Placement Agent Warrants approximated $ 516,000. The Placement Agent Warrants are recorded as stock issuance
costs but the net impact to the Company's equity from the issuance of these warrants is nil since these warrants are classified
as equity.

 The PIPE Warrants and Placement Agent Warrants
also include certain anti-dilution adjustments and potential adjustments upon the occurrence of certain change of control transactions.

 The fair value of the 2023 Consultant Warrants
and 2021 Consultant Warrants are being amortized to expense over their vesting period. The Company recorded total expense of approximately
$ 186,000 and $ 277,000 during 2024 and 2023, respectively. At December 31, 2024, there was no unamortized warrant expense and all warrants
were fully vested.

 At December 31, 2024, the Company had the following
warrants outstanding:

 Outstanding

 Ex Price

 Exercisable

 Ex Price

 2021 Consultant Warrants

 1,000,000

 $

 1.00

 1,000,000

 $

 1.00

 IPO Warrants

 172,500

 $

 6.60

 172,500

 $

 6.60

 PIPE Warrants

 1,886,793

 $

 2.90

 1,886,793

 $

 2.90

 Placement Agent Warrants

 339,623

 $

 2.92

 339,623

 $

 2.92

 2023 Consultant Warrants

 170,000

 $

 3.00

 170,000

 $

 3.00

 Total Warrants

 3,568,916

 3,568,916

 F- 15

 Note 11
– Income Taxes

 Significant components of the Company's
noncurrent deferred tax assets and liabilities as of December 31, consist of the following:

 2024

 2023

 Deferred tax assets:

 Net operating loss carryforwards

 $
 1,876,000

 $
 1,623,000

 Capitalzed software – IRC 174

 320,000

 441,000

 Other assets

 -

 10,000

 Valuation allowance

 ( 2,190,000
)

 ( 2,074,000
)

 Total deferred tax assets, noncurrent

 6,000

 -

 Deferred tax liabilities:

 Other

 6,000

 -

 Total deferred tax liabilities, noncurrent

 6,000

 -

 Total net deferred tax assets and liabilities

 $
 -

 $
 -

 Deferred income taxes are provided based on the
provisions of ASC Topic 740, "Accounting for Income Taxes", to reflect the tax consequences in future years of differences
between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.

 F- 16

 Note 11 – Income Taxes (continued)

 Income taxes computed at the statutory federal
income tax rate of 21 % are reconciled to the provision for income taxes as follows:

 2024

 2023

 Amount

 % of
 Pretax
 Earnings

 Amount

 % of
 Pretax
 Earnings

 Income tax benefit at statutory rate

 $
 ( 489,000
)

 21.0
 %

 $
 ( 1,424,000
)

 21.0
 %

 State income taxes, net of federal benefit

 -

 0.0
 %

 ( 336,000
)

 5.0
 %

 Nondeductible expenses

 39,000

 ( 1.7
)%

 73,000

 ( 1.1
)%

 Foreign rate differential

 ( 35,000
)

 1.5
 %

 ( 25,000
)

 0.3
 %

 Other

 -

 0.0
 %

 ( 52,000
)

 0.8
 %

 Prior period deferred tax true up

 278,000

 ( 11.9
)%

 -

 0.0
 %

 Change in state tax rate

 91,000

 ( 3.9
)%

 -

 0.0
 %

 Change in valuation allowance

 $
 116,000

 ( 5.0
)%

 $
 1,764,000

 ( 26.0
)%

 Provision for income tax benefit

 $
 -

 0.0
 %

 $
 -

 0.0
 %

 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.

 At December 31, 2024 and 2023, the Company has provided a full valuation
allowance against its net deferred assets in the U.S and India tax jurisdictions, since realization of these benefits is not more likely
than not. The valuation allowance increased approximately $ 116,000 from the prior year. At December 31, 2024, the Company had U.S. federal
net operating loss carryforwards of approximately $ 7,068,000, which will carry forward indefinitely. At December 31, 2024, the Company
had U.S. state net operating loss carryforwards of approximately $ 1,174,000, which will begin to expire in 2041 and the Company had foreign
net operating loss carryforwards of approximately $ 1,239,000, which will begin to expire in 2030.

 The Company had no unrecognized tax benefits as
of December 31, 2024 and 2023. The Company does not anticipate a significant change in total unrecognized tax benefits within the next
12 months. Tax years 2021 to 2023 remain open to examination by the major taxing jurisdictions to which the Company is subject.

 F- 17

 Note 12 – Commitments and Contingencies

 Legal

 From time to time, the Company may be involved
in various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management
believes will have a material impact on the financial position of the Company.

 Advances to Suppliers

 The Company entered into a commitment with a supplier
for the development of an Esports Platform for total cost of $ 1,200,000. At December 31, 2023, the Company had paid the supplier 100 %
of the commitment amount plus an additional amount approximating $ 74,000. At December 31, 2023, the Company had discontinued the development
of the Esports Platform and does not currently expect to receive any benefit from the costs incurred to develop this product. Therefore,
the Company recorded an impairment charge in 2023 of approximately $ 1,274,000 for the costs incurred for the Esports Platform.

 During May 2023, the Company entered into an agreement
with a supplier to acquire the intellectual property for an App under development. At December 31, 2023, the Company had paid the supplier
approximately $ 313,000 in cash toward the purchase of the App and issued the supplier 400,000 shares of the Company's common stock
at total value of $ 231,000. The Company was committed to pay the supplier an additional amount totaling $ 200,000 upon the achievement
of certain technological milestones related to the development of the App. However, the Company has cancelled the agreement after determining
that sufficient progress had not been made by the developer and does not currently expect to receive any benefit from the costs incurred
to develop this product. Therefore, the Company recorded an impairment charge in 2023 of approximately $ 544,000 for the costs incurred
for the App.

 Other Commitments

 In April 2024, the Company paid its former Chief
of Staff $ 67,500 for the balance owed on his employment contract. As of September 30, 2024, there are no further commitments or amounts
owed to the Chief of Staff.

 Note 13 – General and Administrative
Expense

 General and administrative costs are expensed
as incurred and primarily include personnel costs in the U.S. and India, public filing fees, travel expenses, contractor fees, and professional
fees.

 Note 14 – Sales and Marketing Expense

 Sales and marketing costs are expensed as incurred
and include expenses associated with Esport events sponsored by the Company, including the MOGO National Championship 2.0, which occurred
in September 2023. The Company expenses advertising costs as incurred. Advertising expense consists primarily of event sponsorships and
social media advertising and totaled approximately $ 673,000 for 2023. Advertising expense was nil for 2024.

 Note 15 – Net Loss Per Share

 Basic net loss per common share is computed by
dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the periods.
Fully diluted net loss per common share is computed using the weighted-average number of common and dilutive common equivalent shares
outstanding during the periods. Common equivalent shares consist of warrants that are computed using the treasury stock method.

 At December 31, 2024 and 2023, there were 3,568,916
warrants outstanding. Due to the net loss incurred potentially dilutive instruments would be anti-dilutive. Accordingly, diluted net loss
per share is the same as basic net loss per share for all periods presented.

 Note
16 – Subsequent Events

 During January and February 2025, the Company
issued 16,225,000 shares of common stock to various consultants, executive officers and board members at a total fair value of approximately
$ 116,000.

 Management has evaluated the subsequent events
for disclosure in these consolidated financial statements through March 31, 2025, the date these consolidated financial statements were
available for issuance, and determined that no other events have occurred that would require adjustment to or disclosure in these consolidated
financial statements.

 F- 18

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