Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 31, 2023

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

For the transition period from _______ to ________

Commission file number: 001-41592

MGO GLOBAL INC.

(Exact name of registrant as specified in its charter)

Delaware		87-3929852
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1515 SE 17th Street, Suite 121/#460236, Ft. Lauderdale, Fl		33346
(Address of principal executive offices)		(Zip Code)

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

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
common stock, par value $0.00001 per share		MGOL		The Nasdaq Stock Market LLC

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

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 15(d) of the Act. Yes ☐ No ☒

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

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

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

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

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

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

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

EXPLANATORY NOTE

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

The following items have been amended to reflect the reissuance:

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

Part II, Item 8. Financial Statements and Supplementary Data

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

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

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

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

MGO GLOBAL INC.

TABLE OF CONTENTS

PART II		2
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	8
PART III
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	8
PART IV		10
ITEM 15.	EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES	10
INDEX TO FINANCIAL STATEMENTS		F-1

PART II

ITEM 7.

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

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

Overview

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

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

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

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

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

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

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

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

Critical Accounting Policies and Estimates

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

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

Income Taxes

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

Inventory

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

Stock-Based Compensation

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

Property and Equipment, Net

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

Classification		Useful Life
Computer		3 years
Equipment		3 years
Internal use software		3 years

Revenue Recognition

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

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

Results of Operations

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

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

	December 31, 2023			December 31, 2022			$ Change			% Change
Revenue, net	$	5,359,875		$	1,048,012		$	4,311,863			411	%
Cost of sales		2,013,095			419,573			1,593,522			380	%
Gross profit		3,346,780			628,439			2,718,341			433	%
Gross profit percentage		62.44	%		67.78	%
Total operating expenses		10,729,640			3,303,694			7,425,946			225	%
Operating loss		(7,382,860	)		(2,675,255	)		(4,707,605	)		176	%
Total other (income) expenses		(12,395	)		202,102			(214,497	)		(106	)%
Net loss	$	(7,370,465	)	$	(2,877,357	)	$	(4,493,108	)		156	%
Less: net loss attributable to non-controlling interest		(227,061	)		(294,411	)		67,530			(23	)%
Net loss attributable to MGO stockholders	$	(7,143,404	)	$	(2,582,946	)	$	(4,560,458	)		177	%

Revenues

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

Cost of Sales

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

Gross Profit

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

Operating Expenses

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

Other (Income) Expenses

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

Net Loss

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

Cash Flows

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

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

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

Liquidity and Capital Resources

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

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

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

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

Off-Balance Sheet Arrangements

On December 31, 2023, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Contractual Obligations

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

Inflation

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

Climate Change

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

Recently Issued Accounting Pronouncements Not Yet Adopted

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

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

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

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

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

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

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

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

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

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

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

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

PART IV

ITEM 15.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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

(b) Exhibits

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

EXHIBIT INDEX

Exhibit No.		Description
3.1*		Amended and Restated Certificate of Incorporation dated August 29, 2022
3.2*		Amended and Restated Bylaws of MGO Global Inc. dated December 28, 2022
4.1*		Form of Representative’s Warrant in connection with the Company’s initial public offering
4.2*		Form of Warrant issued to investors in private placement
4.3*		Form of Placement Agent Warrant issued in first private placement
4.4*		Form of Placement Agent Warrant issued in second private placement
4.5***		Description of Registrant’s securities
10.1^††*		Trademark License Agreement between MGOTEAM 1 LLC and Leo Messi Management SL dated November 20, 2021
10.2† *		Form of 2022 Equity Incentive Plan
10.3† *		Amended and Restated Executive Employment Agreement between MGO Global Inc. and Maximiliano Ojeda dated October 13, 2022
10.4† *		Amended and Restated Executive Employment Agreement between MGO Global Inc. and Virginia Hilfiger dated October 13, 2022
10.5† *		Amended and Restated Executive Employment Agreement between MGO Global Inc. and Julian Groves dated October 13, 2022
10.6† *		Amended and Restated Executive Employment Agreement between MGO Global Inc. and Matt Harward dated October 24, 2022
10.7*		Form of Subscription Agreement for first private placement
10.8*		Form of Subscription Agreement for second private placement
10.9†*		Consulting Services Agreement between MGO Global Inc. and Martin Scott dated December 6, 2022
10.10†*		Amended and Restated Independent Contractor Agreement between MGO Global Inc. and Vincent Ottomanelli dated December 2, 2022
10.11*		Equity Joint Venture Contract dated August 29, 2019 among Shanghai Celebrity Import and Export Co., LTD. and MGOTEAM LLC
10.12		Letter of Intent for acquisition of certain assets of Stand Co, LLC by MGO Global Inc., dated March 13, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on March 17, 2023)
10.13		Commercial license agreement between MGO Global Inc. and Stand CO LLC, dated May 11, 2023 (incorporated by reference to Exhibit 10.14 of the Company’s quarterly report on the form 10-Q filed with the SEC on May 15, 2023)
10.14		Consulting agreement between MGO Global Inc. and Jason Harward, dated May 11, 2023 (incorporated by reference to Exhibit 10.15 of the Company’s quarterly report on the form 10-Q filed with the SEC on May 15, 2023)
10.15		Offer letter between MGO Global Inc. and Dana Perez, dated January 15, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on January 19, 2024)
10.16		Settlement Agreement between MGO Global Inc. and Matthew Harward, dated February 6, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on February 12, 2024)
10.17		Term Sheet by and between MGO Global Inc., MGOTEAM 1 LLC and Centric Brands LLC dated March 20, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s current report on the form 8-K filed with the SEC on March 26, 2024)
10.18		Deed of Novation, Assignment and Assumption by and between MGOTEAM 1 LLC, Leo Messi Management S.L. and Centric Brands LLC dated March 21, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s current report on the form 8-K filed with the SEC on March 26, 2024)
10.19***		Form of Amendment No. 1 to the Amended and Restated Executive Employment Agreement between MGO Global Inc. and Maximiliano Ojeda dated October 13, 2022
10.20***		Form of Amendment No. 1 to Amended and Restated Executive Employment Agreement between MGO Global Inc. and Virginia Hilfiger dated October 13, 2022
10.21***		Form of Amendment No. 1 to Amended and Restated Executive Employment Agreement between MGO Global Inc. and Julian Groves dated October 13, 2022
14.1*		Code of Ethics and Business Conduct
16.1		Letter dated as of December 22, 2023, from BF Borgers CPA PC (incorporated by reference to Exhibit 16.1 of the Company’s current report on the form 8-K filed with the SEC on December 27, 2023)
19.1***		MGO Global Inc. Insider Trading Policy dated July 3, 2023
21.1***		List of Subsidiaries
97.1***		MGO Global Inc.’s Clawback Policy
99.1*		Audit Committee Charter
99.2*		Compensation Committee Charter
99.3*		Nominating and Corporate Governance Committee Charter
23.1		Consent of Assurance Dimensions Inc.
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

^†	Executive compensation plan or arrangement.

^††	portions were redacted.

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

*** Previously filed.

SIGNATURES

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

	MGO GLOBAL INC.

Dated: June 3, 2024	By:	/s/ Maximiliano Ojeda
		Maximiliano Ojeda
		Chief Executive Officer and Chairman of the Board

Dated: June 3, 2024	By:	/s/ Dana Perez
		Dana Perez
		Chief Financial Officer

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

Signatures	Title	Date

/s/ Maximiliano Ojeda	Chairman of the Board and CEO	June 3, 2024
Maximiliano Ojeda	(Principal Executive Officer)

/s/ Dana Perez	Chief Financial Officer	June 3, 2024
Dana Perez	(Principal Financial and Accounting Officer)

/s/ Virginia Hilfiger	Director	June 3, 2024
Virginia Hilfiger

/s/ Julian Groves	Director	June 3, 2024
Julian Groves

/s/ Ping Rawson	Director	June 3, 2024
Ping Rawson

/s/ Obie McKenzie	Director	June 3, 2024
Obie McKenzie

/s/ Jeffrey Lerner	Director	June 3, 2024
Jeffrey Lerner

/s/ Paul Wahlgren	Director	June 3, 2024
Paul Wahlgren

INDEX TO FINANCIAL STATEMENTS

Contents		Page No.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5036)		F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022		F-4

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022		F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022		F-6

Notes to the Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

MGO Global, Inc.

Opinion on the Financial Statements

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

Explanatory Paragraph- Going Concern

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

Basis for Opinion

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

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

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

Critical Audit Matters

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

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

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

Margate, Florida

June 3, 2024

ASSURANCE DIMENSIONS, LLC

also d/b/a McNAMARA and ASSOCIATES, LLC

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

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

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

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

www.assurancedimensions.com

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

F-2

MGO GLOBAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of December 31,			As of December 31,
	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	934,911		$	113,952
Accounts Receivable, net		64,474			101,837
Inventories, net of allowance of $25,000 and $0, respectively		724,553			69,546
Other current assets		15,364			7,864
Prepaid royalty expense		-			147,769
Prepaid expenses		183,146			-
Total current assets		1,922,448			440,968

Property and equipment, net		319,462			-
Total assets	$	2,241,910		$	440,968

Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	397,192			648,129
Accounts payable - related party		50,881			22,533
Accounts payable		50,881			22,533
Accrued liabilities		449,665			52,540
Accrued royalty expense		55,194			-
Accrued payroll		367,230			764,050
Other current liabilities		-			13,634
Loan payable		-			10,793
Loan payable - related party		-			123,850
Loan payable		-			123,850
Total current liabilities		1,320,162			1,635,529
Total liabilities		1,320,162			1,635,529

Commitments and contingencies (Note 12)		–			–

Stockholders’ equity (deficit):
Common stock, par value $0.00001, authorized 150,000,000 shares; 14,266,125 and 11,689,230 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively		144			117
Additional paid in capital		14,450,087			4,963,340
Accumulated deficit		(12,940,040	)		(5,796,636	)
Total MGO stockholders’ equity (deficit)		1,510,191			(833,179	)
Non-controlling interest		(588,443	)		(361,382	)
Total stockholder’s equity (deficit)		921,747			(1,194,561	)
Total liabilities and stockholders’ equity (deficit)	$	2,241,910		$	440,968

See Accompanying Notes to Consolidated Financial Statements.

F-3

MGO GLOBAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Year Ended			For the Year Ended
	December 31, 2023			December 31, 2022
Revenues, net	$	5,359,875		$	1,048,012
Cost of sales		2,013,095			419,573
Gross profit		3,346,780			628,439

Operating expenses:
Selling, general and administrative expenses		5,331,313			1,514,916
Marketing and e-commerce expenses		4,128,771			515,673
Royalty expenses		1,269,556			1,273,105
Total operating expenses		10,729,640			3,303,694

Operating loss		(7,382,860	)		(2,675,255	)

Other (income) expenses:
Finance charges		-			183,686
Interest expense		456			16,255
Interest income		(40,456	)		-
Gain on settlement of debt		(3,500	)		-
Other (Income) expenses, net		31,105			2,161
Total other (income) expenses		(12,395	)		202,102

Net loss	$	(7,370,465	)	$	(2,877,357	)
Less: net loss attributable to noncontrolling interest		(227,061	)		(294,411	)
Net loss attributable to MGO stockholders		(7,143,404	)		(2,582,946	)

Basic and diluted weighted average shares outstanding		14,126,816			10,542,419
Basic and diluted net loss per share to MGO stockholders	$	(0.51	)	$	(0.25	)

See Accompanying Notes to Audited Consolidated Financial Statements.

F-4

MGO GLOBAL INC. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Years Ended of December 31, 2023 and 2022

	Shares		Amount		Capital			Deficit			(deficit)			Interests			(deficit)
	Common Stock				Additional Paid-In			Accumulated			Total MGO Stockholders’ Equity			Non- controlling			Total Stockholders’ Equity
	Shares		Amount		Capital			Deficit			(deficit)			Interests			(deficit)
Balance at December 31, 2021		9,593,000	$	96	$	2,866,559		$	(3,213,690	)	$	(347,036	)	$	(66,971	)	$	(414,007	)
Share issuance for cash, net		1,925,000		19		1,712,545			-			1,712,564			-			1,712,564
Stock compensation expense		141,230		1		141,730			-			141,731			-			141,731
Stock issued to settle accounts payable		30,000		0		30,000			-			30,000			-			30,000
Capital contributions by founders		-		-		15,400			-			15,400			-			15,400
Warrants issued for financing expenses		-		-		183,686			-			183,686			-			183,686
Imputed interest		-		-		13,420			-			13,420			-			13,420
Net loss		-		-		-			(2,582,946	)		(2,582,946	)		(294,411	)		(2,877,357	)
Balance at December 31, 2022		11,689,230	$	117	$	4,963,340		$	(5,796,636	)	$	(833,179	)	$	(361,382	)	$	(1,194,561	)
Balance		11,689,230	$	117	$	4,963,340		$	(5,796,636	)	$	(833,179	)	$	(361,382	)	$	(1,194,561	)

Share issuance for cash, net of transaction costs		1,725,000		17		7,560,337			-			7,560,354			-			7,560,354
Cashless exercise of warrants		127,311		1		(1	)		-			-			-			-
Cash received from exercise of warrants		700,000		7		699,993			-			700,000			-			700,000
Shares issuance for services rendered		11,250		1		5,280			-			5,281			-			5,281
Shares issued for vested restricted stock awards		13,334		1		6,665			-			6,666			-			6,666
Stock compensation expenses		-		-		1,214,473			-			1,214,473			-			1,214,473
Net loss		-		-		-			(7,143,404	)		(7,143,404	)		(227,061	)		(7,370,465	)
Balance at December 31, 2023		14,266,125	$	144	$	14,450,087		$	(12,940,040	)	$	1,510,191		$	(588,443	)	$	921,747
Balance		14,266,125	$	144	$	14,450,087		$	(12,940,040	)	$	1,510,191		$	(588,443	)	$	921,747

See Accompanying Notes to Audited Consolidated Financial Statements.

F-5

MGO GLOBAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

	2023			2022
	For the Years Ended December 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(7,370,465	)	$	(2,877,357	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest		-			13,420
Stock compensation expenses		1,226,420			141,731
Warrants issued for financing expenses		-			183,686
Inventory obsolescence impairment		25,000			-
Depreciation expenses		6,502			-

Net changes in operating assets & liabilities:
Accounts receivable		37,363			(98,552	)
Inventory		(680,007	)		(1,140	)
Prepaid expenses		(183,146	)		-
Prepaid royalty expense		147,769			253,561
Other current assets		(7,500	)		1,475
Accounts payable - related party		28,348			(1,645	)
Accrued payroll		(396,820	)		447,753
Accrued royalty liability		55,194			-
Accounts payable and accrued liabilities		132,554			253,776
Net cash used in operating activities		(6,978,788	)		(1,683,292	)

Cash flows from investing activities:
Purchases of property, plant, and equipment		(325,964	)		-
Net cash used in investing activities		(325,964	)		-

Cash flows from financing activities:
Shares issued for cash, net		7,560,354			1,712,564
Cash received from exercise of warrants		700,000			-
Repayments to loans payable - related party		(123,850	)		(24,976	)
Repayments to loans payable		(10,793	)		(48,822	)
Proceeds from loans payable - related party		-			45,556
Proceeds from loans payable		-			25,000
Net cash provided by financing activities		8,125,711			1,709,322

Net increase in cash and cash equivalents		820,959			26,030
Cash and cash equivalents at beginning of period		113,952			87,922
Cash and cash equivalents at end of period	$	934,911			113,952

Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	456		$	6,514

Non-cash financing activities
Stock issued for financing expenses	$	30,000		$	-

See Accompanying Notes to Audited Consolidated Financial Statements.

F-6

MGO GLOBAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

NOTE 1 - ORGANIZATION AND OPERATIONS

Nature of Business

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

The Messi Store/MGOTeam 1 LLC

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

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

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

Stand Flagpoles/Americana Liberty, LLC

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

F-7

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

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

MGO Digital LLC

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

F-8

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

Principles of Consolidation

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

Reclassifications

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

Estimates

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

Cash and Cash Equivalents

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

Accounts Receivable

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

Inventory

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

F-9

Royalty Expense

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

Property and Equipment, Net

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

	Useful Life	December 31, 2023			December 31, 2022
Computer equipment and software	3 years	$	308,774		$	-
Furniture	3 years		17,191			-
Total property and equipment			325,965
Less: Accumulated depreciation			(6,503	)		-
Property and equipment, net		$	319,462		$	-

Leases

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

Accounts Payable

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

	December 31, 2023		December 31, 2022
Accounts payable	$	397,192	$	648,129
Accounts payable, related party		50,881		22,533
Accounts payable,		50,881		22,533
Accrued consulting fees		70,000		-
Other accrued expenses		379,665		52,540
Accrued royalty expenses		55,194		-
Accrued wages, bonus and payroll expenses		367,230		764,050
	$	1,320,162	$	1,487,252

F-10

Warrants

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

Stock-Based Compensation

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

Revenue Recognition

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

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

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

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

Year Ended December 31, 2023	The Messi Store		Stand Flagpoles		Total
United States	$	1,273,420	$	3,667,176	$	4,940,596
Rest of the World		417,528		1,751		419,279
Total Revenues	$	1,690,948	$	3,668,927	$	5,359,875

Year Ended December 31, 2022	The Messi Store		Stand Flagpoles		Total
United States	$	579,921	$	-	$	579,921
Rest of the World		468,091		-		468,091
Total Revenues	$	1,048,012	$	-	$	1,048,012

F-11

Non-Controlling Interest

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

Foreign currency

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

Segment Reporting

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

Income Taxes

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

F-12

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

Net Loss Per Share

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

Fair Value Measurements

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

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

Recently Adopted Accounting Pronouncements

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

Recently Issued Accounting Pronouncements Not Yet Adopted

F-13

NOTE 3 – GOING CONCERN

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

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

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

NOTE 4 – INVENTORY

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

SCHEDULE OF INVENTORY

	December 31, 2023			December 31, 2022
Finished goods	$	749,553		$	69,546
Inventory reserves for slow moving inventory		(25,000	)		-
Total	$	724,553		$	69,546

NOTE 5 – PREPAID EXPENSES

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

SCHEDULE OF PREPAID EXPENSES

	December 31, 2023		December 31, 2022
Prepaid expenses	$	10,298	$	-
Prepaid rent		7,500		-
Prepaid inventories		165,348
Total	$	183,146	$	-

F-14

NOTE 6 – LOAN PAYABLE

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

NOTE 7 – RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

F-15

NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

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

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

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

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

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

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

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

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

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

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	For the Year Ended December 31, 2022
Expected term		5 years
Expected average volatility		328% - 339	%
Expected dividend yield		-
Risk-free interest rate		1.76% - 2.89	%

Warrants

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

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

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

F-16

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

SUMMARY OF WARRANT ACTIVITY

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2022		700,000		$	1.00		4.70	$	-
Granted		86,250			1.00		-		-
Forfeited		-			-		-		-
Exercised		(786,250	)		1.00		-		-
Outstanding, December 31, 2023		-		$	-		-	$	-
Exercisable, December 31, 2023		-		$	-		-	$	-

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

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2021		54,250		$	1.00		3.98	$	-
Granted		883,750			1.00		4.74		-
Forfeited		(238,000	)		-		-		-
Exercised		-			-		-		-
Outstanding, December 31, 2022		700,000		$	1.00		4.79	$	-
Exercisable, December 31, 2022		700,000		$	1.00		4.79	$	-

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

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	For the Year Ended December 31, 2022
Expected term	5 years
Expected average volatility	328% - 339	%
Expected dividend yield	-
Risk-free interest rate	1.76% - 2.89	%

NOTE 9 – STOCK COMPENSATION

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

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

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

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

F-17

Stock Options

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

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

SUMMARY OF STOCK OPTION ACTIVITY

	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2022		-		$	-		-	$	-
Granted		1,355,000			5.00		5.00		-
Forfeited		(215,000	)		-		-		-
Exercised		-			-		-		-
Outstanding, December 31, 2023		1,140,000		$	5.00		4.04	$	-
Exercisable, December 31, 2023		740,000		$	5.00		4.04	$	-

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

Expected life of the options	4.35-5.0
Fair value of Common Stock on grant date	$	0.98 - $1.07
Expected volatility		95	%
Expected dividend rate		0	%
Risk-free interest rate		4.24% - 4.41	%

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

Restricted Stock Units (“RSUs”)

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

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

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022		-		$	-
Granted		506,037			1.41
Cancelled		(79,732	)		-
Vested		(24,584	)		-
Outstanding as of December 31, 2023		401,721		$	1.41

F-18

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

NOTE 10 – ROYALTY EXPENSE

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

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

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

NOTE 11 – INCOME TAXES

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

	December 31, 2023			December 31, 2022
Deferred tax asset
Net operating loss carry forwards	$	2,549,650		$	632,385
Total deferred tax asset		2,549,650			632,385
Less: valuation allowance		(2,549,650	)		(632,385	)
Total deferred tax asset		-			-
Total deferred tax liabilities		-			-
Net deferred tax asset (liabilities)	$	-		$	-

F-19

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

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

SCHEDULE OF EFFECTIVE INCOME TAX RATE

	Amount			Percent			Amount			Percent
	Year Ended December 31,
	2023						2022
	Amount			Percent			Amount			Percent
Federal provision at statutory rate	$	(1,409,660	)		21.0	%	$	(604,245	)		21.0	%
State income taxes		(390,684	)		5.5	%		-			-
Non-deductible expenses		(116,921	)		-			21,226			(0.7	)%
Change in valuation allowance		1,917,265			-			583,019			(20.3	)%
Effective tax rate	$	-			0	%	$	-			0.0	%

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

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

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

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

NOTE 12 – COMMITMENTS AND CONTINGENCIES

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

F-20

Legal Proceedings

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

NOTE 13 – SEGMENT INFORMATION

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

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

Net Loss

Year Ended December 31, 2023	Corporate			The Messi Store			Stand Flagpoles			Total
Revenues	$	-		$	1,690,948		$	3,668,927		$	5,359,875
Cost of sales		-			1,044,049			969,046			2,013,095
Loss from operations		(4,739,613	)		(1,861,793	)		(781,454	)		(7,382,860	)
Other (income) expense, net		(41,477	)		29,082			-			(12,395	)
Net loss	$	(4,698,136	)	$	(1,890,875	)	$	(781,454	)	$	(7,370,465	)

Year Ended December 31, 2022
Revenues	$	-		$	1,048,012		$	-		$	1,048,012
Cost of sales		-			419,573			-			419,573
Loss from operations		(364,503	)		(2,310,752	)		-			(2,675,255	)
Other (income) expense, net		-			202,102			-			202,102
Net loss	$	(364,503	)	$	(2,512,854	)	$	-		$	(2,877,357	)

F-21

NOTE 14 – SUBSEQUENT EVENTS

Departure of Principal Financial Officer

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

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

Appointment of Principal Financial Officer

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

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

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

Loan Payable

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

Intercompany Demand Note

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

Issuance of Restricted Stock Units

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

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

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

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

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

Settlement Agreement with Former Chief Marketing Officer

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

Registration Statement on Form S-3

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

This registration statement contains two prospectuses:

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

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

Reverse Stock Split

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

Assignment of Messi Trademark License Agreement to Centric Brands

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

F-22

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

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

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

Payment of Accrued Executive Compensation

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

Amendments to Executive Employment Agreements

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

Ojeda Employment Agreement

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

Hilfiger Employment Agreement

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

Groves Employment Agreement

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

Amendment to 2022 Equity Incentive Plan

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

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

Nasdaq Deficiency Notices and Request for Hearing

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

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

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

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

F-23

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-276680) of MGO Global Inc. of our report dated June 3, 2024, relating to our audit of the consolidated financial statements, which appears in the Annual Report on Form 10-K of MGO Global Inc. for the year ended December 31, 2023.

We also consent to the reference to our firm under the caption “Experts” in the Prospectus, which is part of the abovementioned Registration Statement.

/s/ Assurance Dimensions, Inc.

Assurance Dimensions

Margate, Florida

June 3, 2024

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Maximiliano Ojeda, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of MGO Global Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 3, 2024	By:	/s/ Maximiliano Ojeda
	Name:	Maximiliano Ojeda
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dana Perez, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of MGO Global Inc.;

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 3, 2024	By:	/s/ Dana Perez
	Name:	Dana Perez
	Title:	Chief Financial Officer
		(Principal Financial Officer)
		(Principal Accounting Officer)

Exhibit 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

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Maximiliano Ojeda, the Chief Executive Officer of MGO Global Inc. (the “Company”), hereby certify, that, to my knowledge:

1. The Annual Report on Form 10-K/A for the period ended December 31, 2023 (the “Report”) of the Company fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 3, 2024	By:	/s/ Maximiliano Ojeda
	Name:	Maximiliano Ojeda
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Exhibit 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

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Dana Perez, the Chief Financial Officer of MGO Global Inc. (the “Company”), hereby certify, that, to my knowledge:

1. The Annual Report on Form 10-K/A for the period ended December 31, 2023 (the “Report”) of the Company fully complies with the requirements of Section 13(a)/15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 3, 2024	By:	/s/ Dana Perez
	Name:	Dana Perez
	Title:	Chief Financial Officer
		(Principal Financial Officer)
		(Principal Accounting Officer)

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Apr. 01, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	This amendment is being filed (i) to reissue consolidated financial statements of MGO Global Inc. (the “Company”), including the notes to the consolidated financial statements, for the year ended December 31, 2022 and any other financial information as of December 31, 2022, contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on April 1, 2024 (“Form 10-K”), and (ii) to amend disclosures in related party transactions section under Part III Item 13 of Form 10-K.
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41592
Entity Registrant Name	MGO GLOBAL INC.
Entity Central Index Key	0001902794
Entity Tax Identification Number	87-3929852
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1515 SE 17th Street
Entity Address, Address Line Two	Suite 121/#460236
Entity Address, City or Town	Ft. Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33346
City Area Code	(347)
Local Phone Number	913-3316
Title of 12(b) Security	common stock, par value $0.00001 per share
Trading Symbol	MGOL
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 15,949,668
Entity Common Stock, Shares Outstanding		16,293,381
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	5036
Auditor Location	Margate, Florida
Auditor Name	ASSURANCE DIMENSIONS

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 934,911	$ 113,952
Accounts Receivable, net	64,474	101,837
Inventories, net of allowance of $25,000 and $0, respectively	724,553	69,546
Other current assets	15,364	7,864
Prepaid royalty expense		147,769
Prepaid expenses	183,146
Total current assets	1,922,448	440,968
Property and equipment, net	319,462
Total assets	2,241,910	440,968
Current liabilities:
Accrued liabilities	449,665	52,540
Accrued royalty expense	55,194
Accrued payroll	367,230	764,050
Other current liabilities		13,634
Total current liabilities	1,320,162	1,635,529
Total liabilities	1,320,162	1,635,529
Commitments and contingencies (Note 12)
Stockholders’ equity (deficit):
Common stock, par value $0.00001, authorized 150,000,000 shares; 14,266,125 and 11,689,230 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	144	117
Additional paid in capital	14,450,087	4,963,340
Accumulated deficit	(12,940,040)	(5,796,636)
Total MGO stockholders’ equity (deficit)	1,510,191	(833,179)
Non-controlling interest	(588,443)	(361,382)
Total stockholder’s equity (deficit)	921,747	(1,194,561)
Total liabilities and stockholders’ equity (deficit)	2,241,910	440,968
Nonrelated Party [Member]
Current liabilities:
Accounts payable	397,192	648,129
Loan payable		10,793
Related Party [Member]
Current liabilities:
Accounts payable	50,881	22,533
Loan payable		$ 123,850

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Inventories, net of allowance	$ 25,000	$ 0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	14,266,125	11,689,230
Common stock, shares outstanding	14,266,125	11,689,230

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues, net	$ 5,359,875	$ 1,048,012
Cost of sales	2,013,095	419,573
Gross profit	3,346,780	628,439
Operating expenses:
Selling, general and administrative expenses	5,331,313	1,514,916
Marketing and e-commerce expenses	4,128,771	515,673
Royalty expenses	1,269,556	1,273,105
Total operating expenses	10,729,640	3,303,694
Operating loss	(7,382,860)	(2,675,255)
Other (income) expenses:
Finance charges		183,686
Interest expense	456	16,255
Interest income	(40,456)
Gain on settlement of debt	(3,500)
Other (Income) expenses, net	31,105	2,161
Total other (income) expenses	(12,395)	202,102
Net loss	(7,370,465)	(2,877,357)
Less: net loss attributable to noncontrolling interest	(227,061)	(294,411)
Net loss attributable to MGO stockholders	$ (7,143,404)	$ (2,582,946)
Weighted average number of shares of common stock outstanding, basic	14,126,816	10,542,419
Weighted average number of shares of common stock outstanding, diluted	14,126,816	10,542,419
Basic net loss per share of common stock	$ (0.51)	$ (0.25)
Diluted net loss per share of common stock	$ (0.51)	$ (0.25)

Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2021	$ 96	$ 2,866,559	$ (3,213,690)	$ (347,036)	$ (66,971)	$ (414,007)
Balance, shares at Dec. 31, 2021	9,593,000
Share issuance for cash, net of transaction costs	$ 19	1,712,545		1,712,564		1,712,564
Share issuance for cash, net of transaction costs, shares	1,925,000
Stock compensation expenses	$ 1	141,730		141,731		141,731
Stock compensation expense, shares	141,230
Stock issued to settle accounts payable	$ 0	30,000		30,000		30,000
Stock issued to settle accounts payable, shares	30,000
Capital contributions by founders		15,400		15,400		15,400
Warrants issued for financing expenses		183,686		183,686		183,686
Imputed interest		13,420		13,420		13,420
Net loss			(2,582,946)	(2,582,946)	(294,411)	(2,877,357)
Balance at Dec. 31, 2022	$ 117	4,963,340	(5,796,636)	(833,179)	(361,382)	(1,194,561)
Balance, shares at Dec. 31, 2022	11,689,230
Share issuance for cash, net of transaction costs	$ 17	7,560,337		7,560,354		7,560,354
Share issuance for cash, net of transaction costs, shares	1,725,000
Stock compensation expenses		1,214,473		1,214,473		1,214,473
Net loss			(7,143,404)	(7,143,404)	(227,061)	(7,370,465)
Cashless exercise of warrants	$ 1	(1)
Cashless exercise of warrants, shares	127,311
Cash received from exercise of warrants	$ 7	699,993		700,000		700,000
Cash received from exercise of warrants, shares	700,000
Shares issuance for services rendered	$ 1	5,280		5,281		5,281
Shares issuance for services rendered, shares	11,250
Shares issued for vested restricted stock awards	$ 1	6,665		6,666		6,666
Shares issued for vested restricted stock awards, shares	13,334
Balance at Dec. 31, 2023	$ 144	$ 14,450,087	$ (12,940,040)	$ 1,510,191	$ (588,443)	$ 921,747
Balance, shares at Dec. 31, 2023	14,266,125

Consolidated Statements of Cash Flow - USD ($)	12 Months Ended
Consolidated Statements of Cash Flow - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (7,370,465)	$ (2,877,357)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest		13,420
Stock compensation expenses	1,226,420	141,731
Warrants issued for financing expenses		183,686
Inventory obsolescence impairment	25,000
Depreciation expenses	6,502
Net changes in operating assets & liabilities:
Accounts receivable	37,363	(98,552)
Inventory	(680,007)	(1,140)
Prepaid expenses	(183,146)
Prepaid royalty expense	147,769	253,561
Other current assets	(7,500)	1,475
Accounts payable - related party	28,348	(1,645)
Accrued payroll	(396,820)	447,753
Accrued royalty liability	55,194
Accounts payable and accrued liabilities	132,554	253,776
Net cash used in operating activities	(6,978,788)	(1,683,292)
Cash flows from investing activities:
Purchases of property, plant, and equipment	(325,964)
Net cash used in investing activities	(325,964)
Cash flows from financing activities:
Shares issued for cash, net	7,560,354	1,712,564
Cash received from exercise of warrants	700,000
Repayments to loans payable - related party	(123,850)	(24,976)
Repayments to loans payable	(10,793)	(48,822)
Proceeds from loans payable - related party		45,556
Proceeds from loans payable		25,000
Net cash provided by financing activities	8,125,711	1,709,322
Net increase in cash and cash equivalents	820,959	26,030
Cash and cash equivalents at beginning of period	113,952	87,922
Cash and cash equivalents at end of period	934,911	113,952
Supplemental disclosure of cash flow information
Interest	456	6,514
Non-cash financing activities
Stock issued for financing expenses	$ 30,000

ORGANIZATION AND OPERATIONS

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND OPERATIONS

NOTE 1 - ORGANIZATION AND OPERATIONS

Nature of Business

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

The Messi Store/MGOTeam 1 LLC

Stand Flagpoles/Americana Liberty, LLC

MGO Digital LLC

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Reclassifications

Estimates

Cash and Cash Equivalents

Accounts Receivable

Inventory

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

Royalty Expense

Property and Equipment, Net

	Useful Life	December 31, 2023			December 31, 2022
Computer equipment and software	3 years	$	308,774		$	-
Furniture	3 years		17,191			-
Total property and equipment			325,965
Less: Accumulated depreciation			(6,503	)		-
Property and equipment, net		$	319,462		$	-

Leases

Accounts Payable

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

	December 31, 2023		December 31, 2022
Accounts payable	$	397,192	$	648,129
Accounts payable, related party		50,881		22,533
Accounts payable,		50,881		22,533
Accrued consulting fees		70,000		-
Other accrued expenses		379,665		52,540
Accrued royalty expenses		55,194		-
Accrued wages, bonus and payroll expenses		367,230		764,050
	$	1,320,162	$	1,487,252

Warrants

Stock-Based Compensation

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

Revenue Recognition

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

Year Ended December 31, 2023	The Messi Store		Stand Flagpoles		Total
United States	$	1,273,420	$	3,667,176	$	4,940,596
Rest of the World		417,528		1,751		419,279
Total Revenues	$	1,690,948	$	3,668,927	$	5,359,875

Year Ended December 31, 2022	The Messi Store		Stand Flagpoles		Total
United States	$	579,921	$	-	$	579,921
Rest of the World		468,091		-		468,091
Total Revenues	$	1,048,012	$	-	$	1,048,012

Non-Controlling Interest

Foreign currency

Segment Reporting

Income Taxes

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

Net Loss Per Share

Fair Value Measurements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

GOING CONCERN

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 3 – GOING CONCERN

INVENTORY

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

INVENTORY

NOTE 4 – INVENTORY

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

SCHEDULE OF INVENTORY

	December 31, 2023			December 31, 2022
Finished goods	$	749,553		$	69,546
Inventory reserves for slow moving inventory		(25,000	)		-
Total	$	724,553		$	69,546

PREPAID EXPENSES

12 Months Ended

Dec. 31, 2023

Prepaid Expenses

PREPAID EXPENSES

NOTE 5 – PREPAID EXPENSES

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

SCHEDULE OF PREPAID EXPENSES

	December 31, 2023		December 31, 2022
Prepaid expenses	$	10,298	$	-
Prepaid rent		7,500		-
Prepaid inventories		165,348
Total	$	183,146	$	-

LOAN PAYABLE

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

LOAN PAYABLE

NOTE 6 – LOAN PAYABLE

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

STOCKHOLDERS’ EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

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

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

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

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

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

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

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	For the Year Ended December 31, 2022
Expected term		5 years
Expected average volatility		328% - 339	%
Expected dividend yield		-
Risk-free interest rate		1.76% - 2.89	%

Warrants

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

SUMMARY OF WARRANT ACTIVITY

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2022		700,000		$	1.00		4.70	$	-
Granted		86,250			1.00		-		-
Forfeited		-			-		-		-
Exercised		(786,250	)		1.00		-		-
Outstanding, December 31, 2023		-		$	-		-	$	-
Exercisable, December 31, 2023		-		$	-		-	$	-

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

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2021		54,250		$	1.00		3.98	$	-
Granted		883,750			1.00		4.74		-
Forfeited		(238,000	)		-		-		-
Exercised		-			-		-		-
Outstanding, December 31, 2022		700,000		$	1.00		4.79	$	-
Exercisable, December 31, 2022		700,000		$	1.00		4.79	$	-

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

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	For the Year Ended December 31, 2022
Expected term	5 years
Expected average volatility	328% - 339	%
Expected dividend yield	-
Risk-free interest rate	1.76% - 2.89	%

STOCK COMPENSATION

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK COMPENSATION

NOTE 9 – STOCK COMPENSATION

Stock Options

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

SUMMARY OF STOCK OPTION ACTIVITY

	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2022		-		$	-		-	$	-
Granted		1,355,000			5.00		5.00		-
Forfeited		(215,000	)		-		-		-
Exercised		-			-		-		-
Outstanding, December 31, 2023		1,140,000		$	5.00		4.04	$	-
Exercisable, December 31, 2023		740,000		$	5.00		4.04	$	-

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

Expected life of the options	4.35-5.0
Fair value of Common Stock on grant date	$	0.98 - $1.07
Expected volatility		95	%
Expected dividend rate		0	%
Risk-free interest rate		4.24% - 4.41	%

Restricted Stock Units (“RSUs”)

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

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022		-		$	-
Granted		506,037			1.41
Cancelled		(79,732	)		-
Vested		(24,584	)		-
Outstanding as of December 31, 2023		401,721		$	1.41

ROYALTY EXPENSE

12 Months Ended

Dec. 31, 2023

Royalty Expense

ROYALTY EXPENSE

NOTE 10 – ROYALTY EXPENSE

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 11 – INCOME TAXES

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

	December 31, 2023			December 31, 2022
Deferred tax asset
Net operating loss carry forwards	$	2,549,650		$	632,385
Total deferred tax asset		2,549,650			632,385
Less: valuation allowance		(2,549,650	)		(632,385	)
Total deferred tax asset		-			-
Total deferred tax liabilities		-			-
Net deferred tax asset (liabilities)	$	-		$	-

SCHEDULE OF EFFECTIVE INCOME TAX RATE

	Amount			Percent			Amount			Percent
	Year Ended December 31,
	2023						2022
	Amount			Percent			Amount			Percent
Federal provision at statutory rate	$	(1,409,660	)		21.0	%	$	(604,245	)		21.0	%
State income taxes		(390,684	)		5.5	%		-			-
Non-deductible expenses		(116,921	)		-			21,226			(0.7	)%
Change in valuation allowance		1,917,265			-			583,019			(20.3	)%
Effective tax rate	$	-			0	%	$	-			0.0	%

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

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

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 13 – SEGMENT INFORMATION

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

Net Loss

Year Ended December 31, 2023	Corporate			The Messi Store			Stand Flagpoles			Total
Revenues	$	-		$	1,690,948		$	3,668,927		$	5,359,875
Cost of sales		-			1,044,049			969,046			2,013,095
Loss from operations		(4,739,613	)		(1,861,793	)		(781,454	)		(7,382,860	)
Other (income) expense, net		(41,477	)		29,082			-			(12,395	)
Net loss	$	(4,698,136	)	$	(1,890,875	)	$	(781,454	)	$	(7,370,465	)

Year Ended December 31, 2022
Revenues	$	-		$	1,048,012		$	-		$	1,048,012
Cost of sales		-			419,573			-			419,573
Loss from operations		(364,503	)		(2,310,752	)		-			(2,675,255	)
Other (income) expense, net		-			202,102			-			202,102
Net loss	$	(364,503	)	$	(2,512,854	)	$	-		$	(2,877,357	)

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

Departure of Principal Financial Officer

Appointment of Principal Financial Officer

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

Loan Payable

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

Intercompany Demand Note

Issuance of Restricted Stock Units

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

Settlement Agreement with Former Chief Marketing Officer

Registration Statement on Form S-3

This registration statement contains two prospectuses:

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

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

Reverse Stock Split

Assignment of Messi Trademark License Agreement to Centric Brands

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

Payment of Accrued Executive Compensation

Amendments to Executive Employment Agreements

Ojeda Employment Agreement

Hilfiger Employment Agreement

Groves Employment Agreement

Amendment to 2022 Equity Incentive Plan

Nasdaq Deficiency Notices and Request for Hearing

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Reclassifications

Estimates

Cash and Cash Equivalents

Accounts Receivable

Inventory

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

Royalty Expense

Property and Equipment, Net

	Useful Life	December 31, 2023			December 31, 2022
Computer equipment and software	3 years	$	308,774		$	-
Furniture	3 years		17,191			-
Total property and equipment			325,965
Less: Accumulated depreciation			(6,503	)		-
Property and equipment, net		$	319,462		$	-

Leases

Accounts Payable

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

	December 31, 2023		December 31, 2022
Accounts payable	$	397,192	$	648,129
Accounts payable, related party		50,881		22,533
Accounts payable,		50,881		22,533
Accrued consulting fees		70,000		-
Other accrued expenses		379,665		52,540
Accrued royalty expenses		55,194		-
Accrued wages, bonus and payroll expenses		367,230		764,050
	$	1,320,162	$	1,487,252

Warrants

Stock-Based Compensation

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

Revenue Recognition

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

Year Ended December 31, 2023	The Messi Store		Stand Flagpoles		Total
United States	$	1,273,420	$	3,667,176	$	4,940,596
Rest of the World		417,528		1,751		419,279
Total Revenues	$	1,690,948	$	3,668,927	$	5,359,875

Year Ended December 31, 2022	The Messi Store		Stand Flagpoles		Total
United States	$	579,921	$	-	$	579,921
Rest of the World		468,091		-		468,091
Total Revenues	$	1,048,012	$	-	$	1,048,012

Non-Controlling Interest

Foreign currency

Segment Reporting

Income Taxes

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

Net Loss Per Share

Fair Value Measurements

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT, NET USEFUL LIFE

	Useful Life	December 31, 2023			December 31, 2022
Computer equipment and software	3 years	$	308,774		$	-
Furniture	3 years		17,191			-
Total property and equipment			325,965
Less: Accumulated depreciation			(6,503	)		-
Property and equipment, net		$	319,462		$	-

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

	December 31, 2023		December 31, 2022
Accounts payable	$	397,192	$	648,129
Accounts payable, related party		50,881		22,533
Accounts payable,		50,881		22,533
Accrued consulting fees		70,000		-
Other accrued expenses		379,665		52,540
Accrued royalty expenses		55,194		-
Accrued wages, bonus and payroll expenses		367,230		764,050
	$	1,320,162	$	1,487,252

SCHEDULE OF NET REVENUE BY GEOGRAPHIC LOCATION

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

Year Ended December 31, 2023	The Messi Store		Stand Flagpoles		Total
United States	$	1,273,420	$	3,667,176	$	4,940,596
Rest of the World		417,528		1,751		419,279
Total Revenues	$	1,690,948	$	3,668,927	$	5,359,875

Year Ended December 31, 2022	The Messi Store		Stand Flagpoles		Total
United States	$	579,921	$	-	$	579,921
Rest of the World		468,091		-		468,091
Total Revenues	$	1,048,012	$	-	$	1,048,012

INVENTORY (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORY

	December 31, 2023			December 31, 2022
Finished goods	$	749,553		$	69,546
Inventory reserves for slow moving inventory		(25,000	)		-
Total	$	724,553		$	69,546

PREPAID EXPENSES (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expenses

SCHEDULE OF PREPAID EXPENSES

	December 31, 2023		December 31, 2022
Prepaid expenses	$	10,298	$	-
Prepaid rent		7,500		-
Prepaid inventories		165,348
Total	$	183,146	$	-

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)

12 Months Ended

Dec. 31, 2023

Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]

SCHEDULE OF FAIR VALUE ASSUMPTIONS

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

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	For the Year Ended December 31, 2022
Expected term	5 years
Expected average volatility	328% - 339	%
Expected dividend yield	-
Risk-free interest rate	1.76% - 2.89	%

SUMMARY OF WARRANT ACTIVITY

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

SUMMARY OF WARRANT ACTIVITY

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2022		700,000		$	1.00		4.70	$	-
Granted		86,250			1.00		-		-
Forfeited		-			-		-		-
Exercised		(786,250	)		1.00		-		-
Outstanding, December 31, 2023		-		$	-		-	$	-
Exercisable, December 31, 2023		-		$	-		-	$	-

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

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2021		54,250		$	1.00		3.98	$	-
Granted		883,750			1.00		4.74		-
Forfeited		(238,000	)		-		-		-
Exercised		-			-		-		-
Outstanding, December 31, 2022		700,000		$	1.00		4.79	$	-
Exercisable, December 31, 2022		700,000		$	1.00		4.79	$	-

Consultant [Member]

Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	For the Year Ended December 31, 2022
Expected term		5 years
Expected average volatility		328% - 339	%
Expected dividend yield		-
Risk-free interest rate		1.76% - 2.89	%

STOCK COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

SUMMARY OF STOCK OPTION ACTIVITY

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

SUMMARY OF STOCK OPTION ACTIVITY

	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2022		-		$	-		-	$	-
Granted		1,355,000			5.00		5.00		-
Forfeited		(215,000	)		-		-		-
Exercised		-			-		-		-
Outstanding, December 31, 2023		1,140,000		$	5.00		4.04	$	-
Exercisable, December 31, 2023		740,000		$	5.00		4.04	$	-

SCHEDULE OF FAIR VALUE OF STOCK BASED COMPENSATION ASSUMPTION INPUTS

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

Expected life of the options	4.35-5.0
Fair value of Common Stock on grant date	$	0.98 - $1.07
Expected volatility		95	%
Expected dividend rate		0	%
Risk-free interest rate		4.24% - 4.41	%

SUMMARY OF RESTRICTED STOCK UNITS ACTIVITY

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

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022		-		$	-
Granted		506,037			1.41
Cancelled		(79,732	)		-
Vested		(24,584	)		-
Outstanding as of December 31, 2023		401,721		$	1.41

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

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

	December 31, 2023			December 31, 2022
Deferred tax asset
Net operating loss carry forwards	$	2,549,650		$	632,385
Total deferred tax asset		2,549,650			632,385
Less: valuation allowance		(2,549,650	)		(632,385	)
Total deferred tax asset		-			-
Total deferred tax liabilities		-			-
Net deferred tax asset (liabilities)	$	-		$	-

SCHEDULE OF EFFECTIVE INCOME TAX RATE

	Amount			Percent			Amount			Percent
	Year Ended December 31,
	2023						2022
	Amount			Percent			Amount			Percent
Federal provision at statutory rate	$	(1,409,660	)		21.0	%	$	(604,245	)		21.0	%
State income taxes		(390,684	)		5.5	%		-			-
Non-deductible expenses		(116,921	)		-			21,226			(0.7	)%
Change in valuation allowance		1,917,265			-			583,019			(20.3	)%
Effective tax rate	$	-			0	%	$	-			0.0	%

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

SUMMARIZED FINANCIAL SEGMENT INFORMATION

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

Net Loss

Year Ended December 31, 2023	Corporate			The Messi Store			Stand Flagpoles			Total
Revenues	$	-		$	1,690,948		$	3,668,927		$	5,359,875
Cost of sales		-			1,044,049			969,046			2,013,095
Loss from operations		(4,739,613	)		(1,861,793	)		(781,454	)		(7,382,860	)
Other (income) expense, net		(41,477	)		29,082			-			(12,395	)
Net loss	$	(4,698,136	)	$	(1,890,875	)	$	(781,454	)	$	(7,370,465	)

Year Ended December 31, 2022
Revenues	$	-		$	1,048,012		$	-		$	1,048,012
Cost of sales		-			419,573			-			419,573
Loss from operations		(364,503	)		(2,310,752	)		-			(2,675,255	)
Other (income) expense, net		-			202,102			-			202,102
Net loss	$	(364,503	)	$	(2,512,854	)	$	-		$	(2,877,357	)

ORGANIZATION AND OPERATIONS (Details Narrative)							12 Months Ended
ORGANIZATION AND OPERATIONS (Details Narrative)	Mar. 21, 2024 USD ($)	Mar. 20, 2024 USD ($)	Jan. 10, 2024 USD ($)	Sep. 30, 2023 USD ($)	May 11, 2023 shares	Nov. 20, 2021 EUR (€)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Mar. 13, 2023 $ / shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price \| $ / shares									$ 1.00
Stock-based compensation							$ 1,226,420	$ 141,731
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments of cash for license	$ 2,000,000	$ 2,000,000
Trademark License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount of minimum guaranteed royalties \| €						€ 500,000
Trademark License Agreement [Member] \| November 15, 2024 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount of minimum guaranteed royalties \| €						€ 4,000,000
Consulting Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash paid for consulting service				$ 150,000			$ 150,000
Restricted stock units, shares \| shares					150,000		150,000
Stock-based compensation							$ 109,679
Consulting Agreement [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash paid for consulting service			$ 200,000

SCHEDULE OF PROPERTY AND EQUIPMENT, NET USEFUL LIFE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 325,965
Less: Accumulated depreciation	(6,503)
Property and equipment, net	319,462
Computer Equipment and Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 308,774
Useful Life	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 17,191
Useful Life	3 years

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Accrued consulting fees	$ 70,000
Other accrued expenses	379,665	52,540
Accrued royalty expenses	55,194
Accrued wages, bonus and payroll expenses	367,230	764,050
Total accounts payable and accrued liabilities	1,320,162	1,487,252
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable,	397,192	648,129
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable,	$ 50,881	$ 22,533

SCHEDULE OF NET REVENUE BY GEOGRAPHIC LOCATION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total Revenues	$ 5,359,875	$ 1,048,012
UNITED STATES
Total Revenues	4,940,596	579,921
Rest Of The World [Member]
Total Revenues	419,279	468,091
The Messi Store [Member]
Total Revenues	1,690,948	1,048,012
The Messi Store [Member] \| UNITED STATES
Total Revenues	1,273,420	579,921
The Messi Store [Member] \| Rest Of The World [Member]
Total Revenues	417,528	468,091
Stand Flagpoles [Member]
Total Revenues	3,668,927
Stand Flagpoles [Member] \| UNITED STATES
Total Revenues	3,667,176
Stand Flagpoles [Member] \| Rest Of The World [Member]
Total Revenues	$ 1,751

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)			12 Months Ended
	Dec. 06, 2021 shares	Nov. 20, 2021 EUR (€)	Dec. 31, 2023 USD ($) Integer shares	Dec. 31, 2022 USD ($) shares	Mar. 21, 2024 USD ($)
Cash, FDIC Insured Amount			$ 250,000
Excess of FDIC insurance limit			684,911	$ 0
Allowance for credit losses			0	0
Inventory Adjustments			25,000	0
Accrual of royalty payment due			55,194
Depreciation			6,502
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment			6,503
Revenues			5,359,875	1,048,012
Net loss of non-controlling interest			$ 227,061	$ 294,411
Number of reportable segments \| Integer			3
Share-Based Payment Arrangement, Option [Member]
Antidilutive securities \| shares			1,140,000	0
Warrant [Member]
Antidilutive securities \| shares			159,775	700,000
Customers Via Website [Member]
Revenues			$ 5,292,059	$ 844,092
Wholesale Customer [Member]
Revenues			0	106,640
Subsequent Event [Member] \| Leo Messi Management [Member]
Cash					$ 2,000,000
Rollover Agreement [Member] \| MGO Team LLC [Member]
Non-controlling interest, percentage	11.82%
Shares issued during period, new issue \| shares	8,818,000
Trademark License Agreement [Member]
Payments for royalties \| €		€ 500,000
Royalty Agreements [Member]
Revenues			$ 67,816	$ 97,280

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Working capital	$ 602,286
Stockholders equity (deficit)	(921,747)	$ 1,194,561	$ 414,007
Operating income loss	7,382,860	2,675,255
Operating activities	6,978,788	$ 1,683,292
Net proceeds from sale of common stock	$ 670,160
Maxim Group LLC [Member]
Sale of stock, description	The S-3 contained two prospectuses: i) a base prospectus that covers the potential offering, issuance and sale from time to time of our common stock, preferred stock, warrants, debt securities and units in one or more offerings with a total value of up to $100,000,000; and ii) a sales agreement prospectus covering the potential offering, issuance and sale from time to time of shares of our common stock having an aggregate gross sales price of up to $1,650,000 pursuant to an equity distribution agreement entered into with the New York-based investment banking firm, Maxim Group LLC (“At-the-Market Offering” or “ATM”).

SCHEDULE OF INVENTORY (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 749,553	$ 69,546
Inventory reserves for slow moving inventory	(25,000)
Total	$ 724,553	$ 69,546

INVENTORY (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory, Net	$ 724,553	$ 69,546

SCHEDULE OF PREPAID EXPENSES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expenses
Prepaid expenses	$ 10,298
Prepaid rent	7,500
Prepaid inventories	165,348
Total	$ 183,146

PREPAID EXPENSES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expenses
Prepaid expenses	$ 183,146

LOAN PAYABLE (Details Narrative) - USD ($)		12 Months Ended
LOAN PAYABLE (Details Narrative) - USD ($)	May 25, 2022	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Repayment of loan payable		$ 10,793	$ 48,822
Interest incurred		456	6,514
Loans payable		$ 0	$ 10,793
Loans Payable [Member]
Short-Term Debt [Line Items]
Interest rate	6.51%
Principal amount	$ 25,000
Monthly payment	$ 539
Maturity date	May 25, 2023

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			12 Months Ended
	Sep. 30, 2023	May 11, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Proceeds from related party				$ 45,556
Repayment of loans payable related party			123,850	24,976
Imputed interest				13,420
Accrued payroll			367,230	764,050
Selling general and administrative expense			5,331,313	1,514,916
Stock based compensation			1,226,420	141,731
Consulting Agreement [Member]
Related Party Transaction [Line Items]
Cash paid for consulting service	$ 150,000		150,000
Selling general and administrative expense			70,000
Stock based compensation			$ 109,679
Restricted stock		150,000	150,000
Maximiliano Ojeda [Member]
Related Party Transaction [Line Items]
Proceeds from related party			$ 0	39,642
Repayment of loans payable related party			52,404	21,976
Balance loans payable			0	123,850
Accounts payable			423	0
Virginia Hilfiger [Member]
Related Party Transaction [Line Items]
Proceeds from related party				5,914
Repayment of loans payable related party			47,602	3,000
Balance loans payable			0	123,850
Julian Groves [Member]
Related Party Transaction [Line Items]
Repayment of loans payable related party			23,844
Balance loans payable			0	123,850
Chief Brand Officer [Member]
Related Party Transaction [Line Items]
Accounts payable			0
Director [Member]
Related Party Transaction [Line Items]
Accounts payable				11,600
Chief Operating Officer [Member]
Related Party Transaction [Line Items]
Accounts payable			0	10,933
Board Of Directors [Member]
Related Party Transaction [Line Items]
Accounts payable			32,547	0
Employees [Member]
Related Party Transaction [Line Items]
Accounts payable			$ 17,911
Consultants [Member]
Related Party Transaction [Line Items]
Accounts payable				$ 0

SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details)	12 Months Ended
SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details)	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected term		5 years
Expected average volatility, minimum		328.00%
Expected average volatility, maximum		339.00%
Expected dividend yield	0.00%
Risk-free interest rate, minimum		1.76%
Risk-free interest rate, maximum		2.89%
Expected average volatility	95.00%
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected term	4 years 4 months 6 days
Risk-free interest rate	4.24%
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected term	5 years
Risk-free interest rate	4.41%
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected term	5 years
Expected dividend yield
Warrant [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected average volatility	328.00%
Risk-free interest rate	1.76%
Warrant [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected average volatility	339.00%
Risk-free interest rate	2.89%

SUMMARY OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants, Beginning balance	700,000	54,250
Weighted average exercise price, Beginnning balance	$ 1.00	$ 1.00
Weighted average remining contractual life, Beginning balance		4 years 8 months 12 days
Aggregate Intrinsic Value, Beginning balance
Number of warrants, Granted	86,250	883,750
Weighted average exercise price, Granted	$ 1.00	$ 1.00
Number of warrants, Forfeited		(238,000)
Weighted average exercise price, Forfeited
Number of warrants, Exercised	(786,250)
Weighted average exercise price, Exercised	$ 1.00
Number of warrants, Ending balance		700,000	54,250
Weighted average exercise price, Ending balance		$ 1.00	$ 1.00
Weighted average remining contractual life, Outstanding		4 years 9 months 14 days	3 years 11 months 23 days
Aggregate Intrinsic Value, Ending balance
Number of warrants, Exercisable		700,000
Weighted average exercise price, Exercisable		$ 1.00
Weighted average remining contractual life, Exercisable		4 years 9 months 14 days
Aggregate Intrinsic Value, Exercisable
Weighted average remining contractual life, Granted		4 years 8 months 26 days

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)				1 Months Ended			12 Months Ended
	Jan. 20, 2023	Jan. 18, 2023	Jan. 12, 2023	Dec. 31, 2023	Nov. 30, 2023	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 13, 2023	Nov. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value				$ 0.00001			$ 0.00001	$ 0.00001
Option to purchase additional shares							1,355,000
Offering price										$ 1.00
Fair value for services							$ 5,281
Fair value vested restricted stock units							$ 6,666
Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance costs								$ 212,436
Number of shares issued for services								141,230
Fair value for services								$ 141,731
Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services								30,000
Fair value for services								$ 30,000
Pre-IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issuances								1,925,000
Net proceeds from public offering								$ 1,712,564
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Vested restricted stock units, shares				13,334	13,334
Fair value vested restricted stock units				$ 6,666	$ 6,666
Consulting Services [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services				11,250	11,250
Fair value for services				$ 5,281	$ 5,281
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issuances						700,000
Exercise price						$ 1		$ 1.00
Warrants issued								883,750
Warrants term								5 years
Boustead Securities, LLC [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issuances						127,311
Exercise price	$ 1.00			$ 1.00		$ 6.25	$ 1.00		$ 1.00
Cashless exercise of warrants	86,250					164,475
Warrants issued						86,250		183,750	54,250
Warrants term						3 years			5 years
Fair value of warramts								$ 183,686	$ 54,217
Warrants cancelled											238,000
Warrants outstanding				700,000			700,000
Underwriting Agreement [Member] \| Boustead Securities, LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issuances			1,725,000
Common stock, par value			$ 0.00001
Option to purchase additional shares			225,000
Offering price			$ 5.00
Sale of stock, description			Pursuant to the Underwriting Agreement, in exchange for the Representative’s firm commitment to purchase the Shares, the Company agreed to sell the Shares to the Representative at a purchase price of $4.65 (93% of the public offering price per Share of $5.00) and issue the underwriters three year warrants to purchase an aggregate of 86,250 shares of the Company’s common stock, which is equal to five percent (5%) of the Shares sold in the Offering. Such warrants have an exercise price of $6.25, which is equal to 125% of the Offering price (the “Warrant”).
Net proceeds from public offering		$ 7,560,354
Issuance costs		$ 1,064,646
Number of shares sold		225,000

SUMMARY OF STOCK OPTION ACTIVITY (Details) - USD ($)	12 Months Ended
SUMMARY OF STOCK OPTION ACTIVITY (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of warrants, beginning balance
Weighted average exercise price, beginnning balance
Weighted average remining contractual life, Outstanding	4 years 14 days
Aggregate Intrinsic Value, Beginning balance
Number of warrants, Granted	1,355,000
Weighted average exercise price, Granted	$ 5.00
Weighted average remining contractual life, Granted	5 years
Number of warrants, Forfeited	(215,000)
Weighted average exercise price, Forfeited
Number of warrants, Exercised
Weighted average exercise price, Exercised
Number of warrants, Ending balance	1,140,000
Weighted average exercise price, Ending balance	$ 5.00
Aggregate Intrinsic Value, Ending balance
Number of warrants, Exercisable	740,000
Weighted average exercise price, Exercisable	$ 5.00
Weighted average remining contractual life, Exercisable	4 years 14 days
Aggregate Intrinsic Value, Exercisable

SCHEDULE OF FAIR VALUE OF STOCK BASED COMPENSATION ASSUMPTION INPUTS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 13, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life of the options		5 years
Share price of the issuance date			$ 1.00
Expected volatility	95.00%
Expected dividend rate	0.00%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life of the options	4 years 4 months 6 days
Share price of the issuance date	$ 0.98
Risk-free interest rate	4.24%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life of the options	5 years
Share price of the issuance date	$ 1.07
Risk-free interest rate	4.41%

SUMMARY OF RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Outstanding Beginning \| shares
Weighted Average Grant Date Fair Value, Outstanding Beginnning \| $ / shares
Number of shares, Granted \| shares	506,037
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 1.41
Number of shares, Cancelled \| shares	(79,732)
Weighted Average Grant Date Fair Value, Cancelled \| $ / shares
Number of shares, Vested \| shares	(24,584)
Weighted Average Grant Date Fair Value, Vested \| $ / shares
Number of shares, Outstanding Endiing \| shares	401,721
Weighted Average Grant Date Fair Value, Outstanding Ending \| $ / shares	$ 1.41

STOCK COMPENSATION (Details Narrative) - USD ($)			12 Months Ended
STOCK COMPENSATION (Details Narrative) - USD ($)	Aug. 01, 2023	Aug. 15, 2022	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options grants			1,355,000
Stock options exercise price			$ 5.00
Weighted average remining contractual life, outstanding			4 years 14 days
Stock option compensation expenses			$ 867,110	$ 0
Unrecognized compensation cost			251,256
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option compensation expenses			359,311
Unrecognized compensation cost			166,111
RSU granted fair value			$ 630,864
Directors and Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options grants	1,355,000
Stock options exercise price	$ 5.00
2022 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued		2,186,470
Annual increase in shares		500,000
Percentage of increase in shares		4

ROYALTY EXPENSE (Details Narrative)		12 Months Ended
ROYALTY EXPENSE (Details Narrative)	Nov. 20, 2021 EUR (€)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 21, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty expenses		$ 1,269,556	$ 1,273,105
Prepaid royalties			147,769
Accrued royalty expense		$ 55,194
Subsequent Event [Member] \| Leo Messi Management [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash				$ 2,000,000
Trademark License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount of minimum guaranteed royalties \| €	€ 500,000
Trademark License Agreement [Member] \| November 15, 2024 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount of minimum guaranteed royalties \| €	€ 4,000,000

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 2,549,650	$ 632,385
Total deferred tax asset	2,549,650	632,385
Less: valuation allowance	(2,549,650)	(632,385)
Total deferred tax asset
Total deferred tax liabilities
Net deferred tax asset (liabilities)

SCHEDULE OF EFFECTIVE INCOME TAX RATE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal provision at statutory rate	$ (1,409,660)	$ (604,245)
Federal provision at statutory rate, percent	21.00%	21.00%
State income taxes	$ (390,684)
State income taxes, percent	5.50%
Non-deductible expenses	$ (116,921)	$ 21,226
Non-deductible expenses, percent		(0.70%)
Change in valuation allowance	$ 1,917,265	$ 583,019
Change in valuation allowance, percent		(20.30%)
Effective tax rate
Effective tax rate, percent	0.00%	0.00%

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Change in valuation allowance	$ 1,917,265	$ 583,019
Federal statutory income tax rate, percent	21.00%
State income tax rate, percent	5.50%
Accrued interest and penalties	$ 0	$ 0
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	10,059,777
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 10,059,777

SUMMARIZED FINANCIAL SEGMENT INFORMATION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Revenues	$ 5,359,875	$ 1,048,012
Cost of sales	2,013,095	419,573
Loss from operations	(7,382,860)	(2,675,255)
Other (income) expense, net	(12,395)	202,102
Net loss	(7,370,465)	(2,877,357)
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Revenues
Cost of sales
Loss from operations	(4,739,613)	(364,503)
Other (income) expense, net	(41,477)
Net loss	(4,698,136)	(364,503)
The Messi Store [Member]
Segment Reporting Information [Line Items]
Revenues	1,690,948	1,048,012
Cost of sales	1,044,049	419,573
Loss from operations	(1,861,793)	(2,310,752)
Other (income) expense, net	29,082	202,102
Net loss	(1,890,875)	(2,512,854)
Stand Flagpoles [Member]
Segment Reporting Information [Line Items]
Revenues	3,668,927
Cost of sales	969,046
Loss from operations	(781,454)
Other (income) expense, net
Net loss	$ (781,454)

SUBSEQUENT EVENTS (Details Narrative)																1 Months Ended	5 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details Narrative)	Apr. 02, 2025 shares	Apr. 12, 2024 $ / shares shares	Apr. 02, 2024 USD ($)	Mar. 27, 2024 USD ($) $ / shares shares	Mar. 22, 2024 USD ($)	Mar. 21, 2024 USD ($)	Mar. 20, 2024 USD ($)	Mar. 15, 2024 shares	Feb. 22, 2024 $ / shares	Feb. 12, 2024 USD ($)	Jan. 26, 2024 USD ($)	Jan. 24, 2024 USD ($)	Jan. 16, 2024 USD ($) shares	Jan. 15, 2024 USD ($) shares	May 25, 2022 USD ($)	Nov. 30, 2023 USD ($)	May 31, 2024 shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Apr. 17, 2024 USD ($)	Mar. 20, 2024 EUR (€)
Subsequent Event [Line Items]
Option to purchase additional shares \| shares																		1,355,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period \| shares																		215,000
Cash																		$ 1,214,473	$ 141,731
Accrued liabilities																		$ 449,665	$ 52,540
Common stock par value \| $ / shares																		$ 0.00001	$ 0.00001
2023 Executive Compensation Plan [Member]
Subsequent Event [Line Items]
Payment of bonus compensation for achievement of milestones					$ 113,470
Settlement Agreement [Member]
Subsequent Event [Line Items]
Total sum cash																$ 200,000
Cash compensation																100,000
Cash																$ 100,000
Accrued liabilities																		$ 200,000
Loans Payable [Member]
Subsequent Event [Line Items]
Interest rate															6.51%
Principal amount															$ 25,000
Payment of principal amount															$ 539
Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Number of restricted stock units granted vest and converted into shares of common stock \| shares																		506,037
Stock option exercise price per shares \| $ / shares																		$ 1.41
Stock options purchase, shares \| shares																		79,732
Subsequent Event [Member]
Subsequent Event [Line Items]
Offerings cost										$ 100,000,000
Common stock par value \| $ / shares									$ 0.00001
Reverse stock split									the range between one-for-ten (1:10) and one-for-twenty-five (1:25), with such ratio to be determined in the discretion of the Registrant’s Board of Directors and with such action to be effected at such time and date as determined by the Board of Directors (the “Reverse Split”).
Payments of cash for license						$ 2,000,000	$ 2,000,000
Minimum guarantee obligation payments due \| €																					€ 1,500,000
Payment of consideration received					2,000,000
Payment of compensation					$ 221,588
Minimum stockholders equity requirement																				$ 5,000,000
Subsequent Event [Member] \| Maxim Group LLC [Member]
Subsequent Event [Line Items]
Offerings cost										$ 1,650,000
Subsequent Event [Member] \| Employees [Member]
Subsequent Event [Line Items]
Stock options purchase, shares \| shares																	391,688
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period \| shares																	1,995,000
Subsequent Event [Member] \| 2022 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Common stock par value \| $ / shares		$ 0.00001
Additional shares \| shares		1,825,413
Shares available for future \| shares		2,050,705
Subsequent Event [Member] \| 2022 Equity Incentive Plan [Member] \| Directors Officers Employees And Consultants [Member]
Subsequent Event [Line Items]
Issuance of common stock shares \| shares																	2,286,113
Number of restricted stock units granted vest and converted into shares of common stock \| shares																	584,873
Stock Issued During Period, Shares, Issued for Services \| shares																	1,823,687
Share issuance for cash, net of transaction costs, shares \| shares																	2,286,113
Subsequent Event [Member] \| Consultant Agreement [Member]
Subsequent Event [Line Items]
Issuance of common stock shares \| shares								20,000
Subsequent Event [Member] \| Ojeda Employment Agreement [Member]
Subsequent Event [Line Items]
Number of restricted stock units granted vest and converted into shares of common stock \| shares				100,000
Annual base salary				$ 325,000
Monthly automobile allowance				$ 1,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period				5 years
Number of option to purchase shares of common stock \| shares				100,000
Percentage of exercise price equal to closing price of common stock				110.00%
Subsequent Event [Member] \| Hilfiger Employment Agreement [Member]
Subsequent Event [Line Items]
Number of restricted stock units granted vest and converted into shares of common stock \| shares				100,000
Annual base salary				$ 250,000
Monthly automobile allowance				$ 1,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period				5 years
Number of option to purchase shares of common stock \| shares				100,000
Percentage of exercise price equal to closing price of common stock				110.00%
Subsequent Event [Member] \| Groves Employment Agreement [Member]
Subsequent Event [Line Items]
Number of restricted stock units granted vest and converted into shares of common stock \| shares				100,000
Annual base salary				$ 250,000
Monthly automobile allowance				$ 1,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period				5 years
Number of option to purchase shares of common stock \| shares				100,000
Percentage of exercise price equal to closing price of common stock				110.00%
Subsequent Event [Member] \| Loans Payable [Member]
Subsequent Event [Line Items]
Interest rate												12.00%
Principal amount												$ 85,000
Payment of principal amount												$ 1,833
Subsequent Event [Member] \| Intercompany Demand Note [Member]
Subsequent Event [Line Items]
Interest rate											5.07%
Payment of principal amount											$ 2,658,635
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Option to purchase additional shares \| shares	50,000
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member] \| 2022 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Number of restricted stock units granted vest and converted into shares of common stock \| shares				300,000
Stock option exercise price per shares \| $ / shares				$ 0.41
Stock options purchase, shares \| shares																	5,000
Subsequent Event [Member] \| Minimum [Member] \| Ojeda Employment Agreement [Member]
Subsequent Event [Line Items]
Annual base salary				$ 180,000
Subsequent Event [Member] \| Minimum [Member] \| Hilfiger Employment Agreement [Member]
Subsequent Event [Line Items]
Annual base salary				144,000
Subsequent Event [Member] \| Minimum [Member] \| Groves Employment Agreement [Member]
Subsequent Event [Line Items]
Annual base salary				$ 130,000
Subsequent Event [Member] \| Maximum [Member] \| 2022 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Additional shares \| shares		4,511,883
Subsequent Event [Member] \| Vincent Ottomanelli [Member]
Subsequent Event [Line Items]
Vesting shares \| shares														100,000
Vesting date														Jan. 15, 2024
Cash bonus														$ 13,500
Monthly cash fee														$ 5,000
Subsequent Event [Member] \| Ms Perez [Member]
Subsequent Event [Line Items]
Annual base salary			$ 200,000										$ 165,000
Cash bonus percentage														20.00%
Issuance of common stock shares \| shares													50,000
Subsequent Event [Member] \| Ms Perez [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Cash bonus percentage			20.00%
Subsequent Event [Member] \| Ms Perez [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Cash bonus percentage			25.00%