MGO Global Inc. (Form: 10-Q, Received: 08/14/2023 16:15:59)

0001902794false--12-31Q220230.0000120000000959300014241541000116892301424154113285669496334000019027942023-01-012023-06-300001902794us-gaap:SubsequentEventMember2023-07-312023-08-010001902794us-gaap:CorporateMember2023-04-012023-06-300001902794mgol:StandFlagpolesMember2022-01-012022-06-300001902794mgol:TheMessiStoreMember2022-01-012022-06-300001902794us-gaap:CorporateMember2022-01-012022-06-300001902794us-gaap:CorporateMember2022-04-012022-06-300001902794mgol:StandFlagpolesMember2022-04-012022-06-300001902794mgol:StandFlagpolesMember2023-04-012023-06-300001902794mgol:StandFlagpolesMember2023-01-012023-06-300001902794mgol:TheMessiStoreMember2022-04-012022-06-300001902794mgol:TheMessiStoreMember2023-04-012023-06-300001902794mgol:TheMessiStoreMember2023-01-012023-06-300001902794us-gaap:CorporateMember2023-01-012023-06-300001902794mgol:StandFlagpolesMember2022-12-310001902794mgol:TheMessiStoreMember2022-12-310001902794us-gaap:CorporateMember2022-12-310001902794mgol:StandFlagpolesMember2023-06-300001902794mgol:TheMessiStoreMember2023-06-300001902794us-gaap:CorporateMember2023-06-3000019027942023-02-012023-02-200001902794mgol:TwentyTwentyFourMember2023-06-300001902794mgol:TwentyTwentyThreeMember2023-06-300001902794mgol:BousteadSecuritiesLLCMember2023-01-012023-01-310001902794mgol:WarrantSMembermgol:BousteadSecuritiesLLCMember2023-01-012023-01-310001902794mgol:WarrantSMembermgol:InvestorsMember2023-01-012023-01-310001902794mgol:InvestorsMember2023-01-012023-01-3100019027942021-01-012021-12-3100019027942023-01-1200019027942023-01-012023-01-120001902794srt:MaximumMember2023-01-012023-06-300001902794srt:MinimumMember2023-01-012023-06-300001902794mgol:MrOjedaMrGrovesAndMsHilfigerMember2022-12-310001902794mgol:MrOjedaMrGrovesAndMsHilfigerMember2023-06-300001902794mgol:MrOjedaMrGrovesAndMsHilfigerMember2023-01-012023-06-300001902794mgol:ChairmanAndCEOMember2022-01-012022-12-310001902794us-gaap:LoansPayableMember2022-05-250001902794us-gaap:LoansPayableMember2022-05-012022-05-250001902794mgol:NotePayableMember2023-06-300001902794mgol:NotePayableMember2023-01-012023-01-310001902794mgol:NotePayableMember2023-01-310001902794mgol:DirectToConsumersMember2022-01-012022-06-300001902794mgol:DirectToConsumersMember2023-01-012023-06-300001902794mgol:WholesaleCustomersMember2022-01-012022-06-300001902794mgol:WholesaleCustomersMember2023-01-012023-06-3000019027942021-12-012021-12-0600019027942021-11-2000019027942021-12-060001902794mgol:InternalUseSoftwareMember2023-01-012023-06-300001902794us-gaap:EquipmentMember2023-01-012023-06-300001902794mgol:ComputerMember2023-01-012023-06-3000019027942021-11-012021-11-2000019027942023-09-3000019027942024-10-240001902794us-gaap:NoncontrollingInterestMember2023-06-300001902794mgol:TotalMGOStockholdersEquitydeficitMember2023-06-300001902794us-gaap:RetainedEarningsMember2023-06-300001902794us-gaap:AdditionalPaidInCapitalMember2023-06-300001902794us-gaap:PreferredStockMember2023-06-300001902794us-gaap:CommonStockMember2023-06-300001902794us-gaap:NoncontrollingInterestMember2023-04-012023-06-300001902794mgol:TotalMGOStockholdersEquitydeficitMember2023-04-012023-06-300001902794us-gaap:RetainedEarningsMember2023-04-012023-06-300001902794us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300001902794us-gaap:PreferredStockMember2023-04-012023-06-300001902794us-gaap:CommonStockMember2023-04-012023-06-3000019027942023-03-310001902794us-gaap:NoncontrollingInterestMember2023-03-310001902794mgol:TotalMGOStockholdersEquitydeficitMember2023-03-310001902794us-gaap:RetainedEarningsMember2023-03-310001902794us-gaap:AdditionalPaidInCapitalMember2023-03-310001902794us-gaap:PreferredStockMember2023-03-310001902794us-gaap:CommonStockMember2023-03-3100019027942023-01-012023-03-310001902794us-gaap:NoncontrollingInterestMember2023-01-012023-03-310001902794mgol:TotalMGOStockholdersEquitydeficitMember2023-01-012023-03-310001902794us-gaap:RetainedEarningsMember2023-01-012023-03-310001902794us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001902794us-gaap:PreferredStockMember2023-01-012023-03-310001902794us-gaap:CommonStockMember2023-01-012023-03-310001902794us-gaap:NoncontrollingInterestMember2022-12-310001902794mgol:TotalMGOStockholdersEquitydeficitMember2022-12-310001902794us-gaap:RetainedEarningsMember2022-12-310001902794us-gaap:AdditionalPaidInCapitalMember2022-12-310001902794us-gaap:PreferredStockMember2022-12-310001902794us-gaap:CommonStockMember2022-12-3100019027942022-06-300001902794us-gaap:NoncontrollingInterestMember2022-06-300001902794mgol:TotalMGOStockholdersEquitydeficitMember2022-06-300001902794us-gaap:RetainedEarningsMember2022-06-300001902794us-gaap:AdditionalPaidInCapitalMember2022-06-300001902794us-gaap:PreferredStockMember2022-06-300001902794us-gaap:CommonStockMember2022-06-300001902794us-gaap:NoncontrollingInterestMember2022-04-012022-06-300001902794mgol:TotalMGOStockholdersEquitydeficitMember2022-04-012022-06-300001902794us-gaap:RetainedEarningsMember2022-04-012022-06-300001902794us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300001902794us-gaap:PreferredStockMember2022-04-012022-06-300001902794us-gaap:CommonStockMember2022-04-012022-06-3000019027942022-03-310001902794us-gaap:NoncontrollingInterestMember2022-03-310001902794mgol:TotalMGOStockholdersEquitydeficitMember2022-03-310001902794us-gaap:RetainedEarningsMember2022-03-310001902794us-gaap:AdditionalPaidInCapitalMember2022-03-310001902794us-gaap:PreferredStockMember2022-03-310001902794us-gaap:CommonStockMember2022-03-3100019027942022-01-012022-03-310001902794us-gaap:NoncontrollingInterestMember2022-01-012022-03-310001902794mgol:TotalMGOStockholdersEquitydeficitMember2022-01-012022-03-310001902794us-gaap:RetainedEarningsMember2022-01-012022-03-310001902794us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001902794us-gaap:PreferredStockMember2022-01-012022-03-310001902794us-gaap:CommonStockMember2022-01-012022-03-3100019027942021-12-310001902794us-gaap:NoncontrollingInterestMember2021-12-310001902794mgol:TotalMGOStockholdersEquitydeficitMember2021-12-310001902794us-gaap:RetainedEarningsMember2021-12-310001902794us-gaap:AdditionalPaidInCapitalMember2021-12-310001902794us-gaap:PreferredStockMember2021-12-310001902794us-gaap:CommonStockMember2021-12-3100019027942022-01-012022-06-3000019027942022-04-012022-06-3000019027942023-04-012023-06-3000019027942022-12-3100019027942023-06-3000019027942023-08-11iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pureiso4217:EURutr:sqft

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

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

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.

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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 11, 2023, there were 14,241,541 shares of common stock, par value $0.00001 per share, issued and outstanding.

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

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

Set forth below in Item 1A, “Risk Factors” of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2023 are additional significant uncertainties and other factors affecting forward-looking statements. The reader should understand that the uncertainties and other factors listed above or identified elsewhere in this Quarterly Report and in our Annual Report are not a comprehensive list of all the uncertainties and other factors that may affect forward-looking statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. We do not undertake any obligation to update or revise any forward-looking statements or the list of uncertainties and other factors that could affect those statements. You should, however, consult further disclosures and risk factors we include in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports filed on Form 8-K.

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)

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

PART I	FINANCIAL INFORMATION	5

ITEM 1.	FINANCIAL STATEMENTS:	5

	Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	5

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	6

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22

ITEM 4.	CONTROLS AND PROCEDURES	23

PART II		24

ITEM 1.	LEGAL PROCEEDINGS	24

ITEM 1A	RISK FACTORS	24

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24

ITEM 3.	DEFAULT UPON SENIOR SECURITIES	24

ITEM 4.	MINE SAFETY DISCLOSURES	24

ITEM 5.	OTHER INFORMATION	24

ITEM 6.	EXHIBITS	25

SIGNATURES		26

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

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

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

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

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

	·	our ability to optimize our global supply chain;

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

	·	our ability to keep pace with changing consumer preferences;

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

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

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

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

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

	·	our ability to attract and retain key personnel; and

	·	our ability to integrate and grow potential acquisitions successfully.

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

	As of June 30,			As of December 31,
	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	4,133,525		$	113,952
Accounts receivable		173,589			101,837
Other current assets		15,465			7,864
Prepaid royalty expense		53,372			147,769
Prepaid expenses		559,774			-
Inventories		303,864			69,546
Total current assets		5,239,589			440,968

Property and equipment, net		115,798			-
Total assets	$	5,355,387		$	440,968

Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	480,393		$	648,129
Accounts payable - related party		-			22,533
Accrued liabilities		201,293			52,540
Accrued payroll		164,238			764,050
Other current liabilities		-			13,634
Current portion of loan payable		-			10,793
Loan payable - related parties		-			123,850
Total current liabilities		845,924			1,635,529

Total liabilities		845,924			1,635,529

Commitments and contingencies		-			-

Stockholders’ equity (deficit):
Common stock, par value $0.00001, authorized 20,000,000 shares; 14,241,541 and 11,689,230 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		142			117
Additional paid in capital		13,285,669			4,963,340
Accumulated deficit		(8,292,210	)		(5,796,636	)
Total MGO stockholders’ equity (deficit)		4,993,601			(833,179	)
Non-controlling interest		(484,138	)		(361,382	)
Total stockholder’s equity (deficit)		4,509,463			(1,194,561	)
Total liabilities and stockholders’ equity	$	5,355,387		$	440,968

	For the Three Months Ended June 30, 2023			For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2023			For the Six Months Ended June 30, 2022
Sales, net	$	1,950,938		$	96,835		$	2,285,639		$	195,912
Cost of goods sold		623,117			16,593			757,129			48,266
Gross profit		1,327,821			80,242			1,528,510			147,646
Operating expenses:
Royalty expenses		320,229			320,824			628,112			664,821
Selling, general and administrative expenses		2,433,478			464,835			3,528,640			760,415
Total operating expenses		2,753,707			785,659			4,156,752			1,425,236
Operating loss		(1,425,886	)		(705,417	)		(2,628,242	)		(1,277,590	)

Other (income) expenses:
Finance charges		645			99,374			11,656			102,571
Gain on settlement of debt		-			-			(3,500	)		-
Other (income) expense, net		(28,326	)		(273	)		(18,068	)		1,082
Total other (income) expenses		(27,681	)		99,101			(9,912	)		103,653
Loss before income taxes		(1,398,205	)		(804,518	)		(2,618,330	)		(1,381,243	)
Net loss	$	(1,398,205	)	$	(804,518	)	$	(2,618,330	)	$	(1,381,243	)
Less: net loss attributable to noncontrolling interest		(60,687	)		(83,858	)		(122,756	)		(149,513	)
Net loss attributable to MGO stockholders	$	(1,337,518	)	$	(720,660	)	$	(2,495,574	)	$	(1,231,730	)

Basic and diluted weighted average shares outstanding		14,241,541			10,351,833			13,928,734			10,091,319

Basic and diluted net loss per share to MGO stockholders	$	(0.09	)	$	(0.07	)	$	(0.18	)	$	(0.12	)

															Total MGO						Total
									Additional						Stockholder’s			Non-			Stockholder’s
	Common Stock				Preferred Shares				Paid-In			Accumulated			Equity			controlling			Equity
	Shares		Amount		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		342,500		3		-		-		288,679			-			288,682			-			288,682
Net loss		-		-		-		-		-			(511,071	)		(511,071	)		(65,655	)		(576,725	)
Balance at March 31, 2022		9,935,500	$	99		-	$	-	$	3,155,238		$	(3,724,761	)	$	(569,425	)	$	(132,626	)	$	(702,050	)
Share issuance for cash		882,500		9		-		-		806,677			-			806,686			-			806,686
Warrants issued for financing expenses		-		-		-		-		85,686			-			85,686			-			85,686
Imputed interest		-		-		-		-		6,636			-			6,636			-			6,636
Net loss		-		-		-		-		-			(720,660	)		(720,660	)		(83,858	)		(804,518	)
Balance at June 30, 2022		10,818,000	$	108		-	$	-	$	4,054,240		$	(4,445,420	)	$	(391,073	)	$	(216,484	)	$	(607,557	)

Balance at December 31, 2022		11,689,230	$	117		-	$	-	$	4,963,340		$	(5,796,636	)	$	(833,179	)	$	(361,382	)	$	(1,194,561	)
Share issuance for cash		1,725,000		17		-		-		7,622,337			-			7,622,354			-			7,622,354
Cashless exercise of warrants		127,311		1		-		-		(1	)		-			-			-			-
Cash received from exercise of warrants		700,000		7		-		-		699,993			-			700,000			-			700,000
Net loss		-		-		-		-		-			(1,158,056	)		(1,188,056	)		(62,069	)		(1,220,125	)
Balance at March 31, 2023		14,241,541	$	142		-	$	-	$	13,285,669		$	(6,954,692	)	$	6,301,119		$	(423,451	)	$	5,907,668
Net loss		-		-		-		-		-			(1,337,518	)		(1,337,518	)		(60,687	)		(1,398,205	)
Balance at June 30, 2023		14,241,541	$	142		-	$	-	$	13,285,669		$	(8,292,210	)	$	4,993,600		$	(484,138	)	$	4,509,463

	For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(2,618,330	)	$	(1,381,243	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Imputed interest		-			6,636
Warrants issued for financing expenses		-			85,686
Depreciation expenses		21,817			-
Net changes in operating assets & liabilities:
Accounts receivable		(71,752	)		(18,770	)
Inventories		(234,318	)		(21,909	)
Prepaid expenses		(559,774	)		-
Prepaid royalty expense		94,397			137,839
Other current assets		(7,601	)		-
Accounts payable - related party		(22,533	)		-
Accrued payroll		(599,812	)		-
Accounts payable and accrued liabilities		(28,422	)		236,333
Net cash used in operating activities		(4,026,327	)		(955,428	)

Cash flows from investing activities:
Purchases of property, plant, and equipment		(137,614	)		-
Net cash used in investing activities		(137,614	)		-

Cash flows from financing activities:
Shares issued for cash		7,622,354			1,095,371
Cash received from exercise of warrants		700,000			-
Repayment of loans payable - related party		(128,047	)		(3,026	)
Repayment of loans payable		(10,793	)		(36,341	)
Borrowings from loans payable - related party		-			13,489
Borrowings from loans payable					25,000
Net cash provided by financing activities		8,183,514			1,094,493

Net increase in cash and cash equivalents		4,019,573			139,065
Cash and cash equivalents at beginning of period		113,952			87,922
Cash and cash equivalents at end of period	$	4,133,525		$	226,987

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

	·	For the six months ended June 30, 2023, the Company sold $2,241,113 directly to consumers via our website and $44,526 to wholesale and other customers.
	·	For the six months ended June 30, 2022, the Company sold $140,010 directly to consumers via our website and $55,902 to wholesale and other customers.

	a.	A good or another asset from the other party which the entity then transfers to the customer. Note that momentary control before transfer to the customer may not qualify.
	b.	A right to a service to be performed by the other party, which gives the entity the ability to direct that party to provide the service to the customer on the entity’s behalf.
	c.	A good or service from the other party that it then combines with other goods or services in providing the specified good or service to the customer.

		June 30, 2023				December 31, 2022
Finished goods		$	303,864			$	69,546

	June 30, 2023		December 31, 2022
Prepaid inventory	$	317,253	$	-
Prepaid insurance		189,188		-
Others		53,333		-
Total	$	559,774	$	-

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2022		938,000		$	1.00		3.73	$	—
Issued		86,250			1.00		5.00		—
Forfeited		—			—		—		—
Exercised		(864,475	)		—		—		—
Outstanding, June 30, 2023		159,775		$	1.00		4.14	$	—
Exercisable, June 30, 2023		159,775		$	1.00		4.14	$	—

	For the Six Months Ended June 30, 2023
Expected term	5 years
Stock price	$	1.00
Exercise price	$	1.00
Expected average volatility	328% - 339 %
Expected dividend yield		-
Risk-free interest rate	1.76% - 2.89 %

Fiscal year ending December 31,	Amount
		US Dollars	Euros
2023	$	546,000	(€500,000)
2024		1,638,000	(€1,500,000)
Total	$	2,184,000	(€2,000,000)

	June 30, 2023		December 31, 2022
Current portion of loans payable	$	-	$	10,793
Non-current portion of loans payable	$	-	$	-

	Corporate		The Messi Store		Stand Flagpoles		Total
As of June 30, 2023
Assets	$	4,188,327	$	341,046	$	826,014	$	5,355,387
As of December 31, 2022
Assets	$	32,275	$	408,693	$	-	$	440,968

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
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† *		Executive Employment Agreement between MGO Global Inc. and Maximiliano Ojeda dated July 19, 2022
10.4† *		Executive Employment Agreement between MGO Global Inc. and Virginia Hilfiger dated July 19, 2022
10.5† *		Executive Employment Agreement between MGO Global Inc. and Julian Groves dated July 19, 2022
10.6† *		Executive Employment Agreement between MGO Global Inc. and Matt Harward dated October 13, 2022
10.7† *		Amended and Restated Executive Employment Agreement between MGO Global Inc. and Maximiliano Ojeda dated October 13, 2022
10.8† *		Amended and Restated Executive Employment Agreement between MGO Global Inc. and Virginia Hilfiger dated October 13, 2022
10.9† *		Amended and Restated Executive Employment Agreement between MGO Global Inc. and Julian Groves dated October 13, 2022
10.10† *		Amended and Restated Executive Employment Agreement between MGO Global Inc. and Matt Harward dated October 24, 2022
10.11†*		Amended and Restated Independent Contractor Agreement between MGO Global Inc. and Vincent Ottomanelli dated December 2, 2022
10.12*		Equity Joint Venture Contract dated August 29, 2019 among Shanghai Celebrity Import and Export Co., LTD. and MGOTEAM LLC
10.13**		Letter of Intent for acquisition of certain assets of Stand Co, LLC by MGO Global Inc., dated March 13, 2023
10.14***		Commercial license agreement between MGO Global Inc. and Stand CO LLC, dated May 11, 2023
10.15***		Consulting agreement between MGO Global Inc. and Jason Harward, dated May 11, 2023
14.1*		Code of Ethics and Business Conduct
21.1*		List of Subsidiaries
99.1*		Audit Committee Charter
99.2*		Compensation Committee Charter
99.3*		Nominating and Corporate Governance Committee Charter
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		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

	MGO GLOBAL INC.

Dated: August 14, 2023	By:	/s/ Maximiliano Ojeda
		Maximiliano Ojeda
		Chief Executive Officer and Chairman of the Board

Dated: August 14, 2023	By:	/s/ Vincent Ottomanelli
		Vincent Ottomanelli
		Chief Financial Officer

1.	I have reviewed this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2023 of MGO Global Inc. (the "registrant”);

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 officers 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.	Omitted;

	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 fourth 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: August 14, 2023		/s/ Maximiliano Ojeda
		Maximiliano Ojeda
		Chief Executive Officer (Principal Executive Officer)

	(1)	The Report fully complies with the requirements of Section 13(a) or 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.

		/s Maximiliano Ojeda
		Maximiliano Ojeda
		Chief Executive Officer (Principal Executive Officer)

		/s/ Vincent Ottomanelli
		Vincent Ottomanelli
		Chief Financial Officer (Principal Financial Officer)