Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 19, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
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 $0.00001 per share | |
Trading Symbol | MGOL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,607,820 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,301,585 | $ 836,446 |
Accounts receivable | 60,869 | 25,352 |
Inventories | 844,719 | 607,022 |
Prepaid expenses | 314,567 | 178,425 |
Other current assets | 7,500 | 7,500 |
Current assets from discontinued operations | 8,851 | 267,703 |
Total current assets | 2,538,091 | 1,922,448 |
Property and equipment, net | 265,590 | 319,462 |
Total assets | 2,803,681 | 2,241,910 |
Current liabilities: | ||
Accrued liabilities | 254,632 | 240,324 |
Accrued payroll | 91,479 | 367,230 |
Loan payable | 49,038 | |
Current liabilities from discontinued operations | 122,616 | 379,867 |
Total current liabilities | 837,747 | 1,320,163 |
Total liabilities | 837,747 | 1,320,163 |
Commitments and contingencies (Note 4) | ||
Stockholders’ equity: | ||
Preferred stock, par value, $.00001, authorized 20,000,000 shares, nil outstanding | ||
Common stock, par value $0.00001, authorized 15,000,000 shares; 2,100,524 and 1,426,613 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 21 | 14 |
Additional paid-in capital | 17,906,849 | 14,450,216 |
Accumulated deficit | (15,576,336) | (12,940,040) |
Total MGO stockholders’ equity | 2,330,534 | 1,510,190 |
Non-controlling interest | (364,600) | (588,444) |
Total stockholder’s equity | 1,965,934 | 921,746 |
Total liabilities and stockholders’ equity | 2,803,681 | 2,241,910 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accounts payable | 314,304 | 281,861 |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable | $ 5,678 | $ 50,881 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares, outstanding | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,100,524 | 1,426,613 |
Common stock, shares outstanding | 2,100,524 | 1,426,613 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 1,425,589 | $ 1,724,293 | $ 2,095,853 | $ 1,769,440 |
Cost of sales | 346,356 | 508,861 | 514,088 | 526,470 |
Gross profit | 1,079,233 | 1,215,432 | 1,581,765 | 1,242,970 |
Operating expenses: | ||||
Selling, general and administrative expenses | 2,496,148 | 797,485 | 4,325,832 | 1,497,811 |
Marketing and e-commerce expenses | 1,024,062 | 1,320,100 | 1,561,692 | 1,339,874 |
Total operating expenses | 3,520,210 | 2,117,585 | 5,887,524 | 2,837,685 |
Operating loss | (2,440,977) | (902,153) | (4,305,759) | (1,594,715) |
Other (income) expenses: | ||||
Interest expense | 2,370 | 3,949 | ||
Interest income | (760) | (29,820) | (770) | (29,876) |
Other (income) expenses, net | (499) | (2,715) | ||
Total other (income) expenses | 1,111 | (29,820) | 464 | (29,876) |
Net loss from continuing operations | (2,442,088) | (872,333) | (4,306,223) | (1,564,839) |
Net income (loss) from discontinued operations | (33,527) | (525,872) | 1,893,771 | (1,053,491) |
Net loss | (2,475,615) | (1,398,205) | (2,412,452) | (2,618,330) |
Less: net income (loss) attributable to noncontrolling interest | (3,963) | (60,687) | 223,844 | (122,756) |
Net loss attributable to MGO stockholders | $ (2,471,652) | $ (1,337,518) | $ (2,636,296) | $ (2,495,574) |
Basic weighted average shares outstanding | 1,829,646 | 1,424,154 | 1,678,946 | 1,392,873 |
Diluted weighted average shares outstanding | 1,829,646 | 1,424,154 | 1,678,946 | 1,392,873 |
Basic net loss per share to MGO stockholders on continuing operations | $ (1.33) | $ (0.61) | $ (2.56) | $ (1.12) |
Diluted net loss per share to MGO stockholders on continuing operations | (1.33) | (0.61) | (2.56) | (1.12) |
Basic net loss per share to MGO stockholders on discontinued operations | (0.02) | (0.37) | 1.13 | (0.76) |
Diluted net loss per share to MGO stockholders on discontinued operations | $ (0.02) | $ (0.37) | $ 1.13 | $ (0.76) |
Statements of Changes In Stockh
Statements of Changes In Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Stock Subscription Receivable [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2022 | $ 12 | $ 4,963,340 | $ (5,796,636) | $ (833,179) | $ (361,382) | $ (1,194,561) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 1,168,923 | ||||||
Stock issued for cash | $ 1 | 7,622,337 | 7,622,354 | 7,622,354 | |||
Stock Issued During Period, Shares, New Issues | 172,500 | ||||||
Cashless exercise of warrants | (1) | ||||||
Stock issued during period shares cashless exercise of warrants | 12,731 | ||||||
Cash received from exercise of warrants | $ 1 | 699,993 | 700,000 | 700,000 | |||
Stock Issued During Period, Shares, Other | 70,000 | ||||||
Net income (loss) | (1,158,056) | (1,158,056) | (62,069) | (1,220,125) | |||
Balance at Mar. 31, 2023 | $ 14 | 13,285,669 | (6,954,692) | 6,331,119 | (423,451) | 5,907,668 | |
Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 1,424,154 | ||||||
Balance at Dec. 31, 2022 | $ 12 | 4,963,340 | (5,796,636) | (833,179) | (361,382) | (1,194,561) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 1,168,923 | ||||||
Net income (loss) | (2,618,330) | ||||||
Balance at Jun. 30, 2023 | $ 14 | 13,285,669 | (8,292,210) | (4,993,601) | (484,138) | (4,509,463) | |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 1,424,154 | ||||||
Balance at Mar. 31, 2023 | $ 14 | 13,285,669 | (6,954,692) | 6,331,119 | (423,451) | 5,907,668 | |
Shares, Outstanding, Beginning Balance at Mar. 31, 2023 | 1,424,154 | ||||||
Net income (loss) | (1,337,518) | (1,337,518) | (60,687) | (1,398,205) | |||
Balance at Jun. 30, 2023 | $ 14 | 13,285,669 | (8,292,210) | (4,993,601) | (484,138) | (4,509,463) | |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 1,424,154 | ||||||
Balance at Dec. 31, 2023 | $ 14 | 14,450,216 | (12,940,040) | 1,510,190 | (588,444) | 921,746 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 | 1,426,613 | ||||||
Stock issued for cash | $ 1 | 572,314 | 572,315 | 130,249 | 702,564 | ||
Stock Issued During Period, Shares, New Issues | 157,983 | ||||||
Net income (loss) | (164,644) | (164,644) | 227,807 | 63,163 | |||
Stock issued for settlement | 99,999 | 99,999 | 99,999 | ||||
Stock issued during period share stock issued for settlement | 23,202 | ||||||
Stock issued for vested restricted stock awards | $ 1 | 192,515 | 192,516 | 192,516 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 46,243 | ||||||
Stock compensation expense | 193,146 | 193,146 | 193,146 | ||||
Balance at Mar. 31, 2024 | $ 16 | 15,508,190 | (13,104,684) | 2,403,522 | 130,249 | (360,637) | 2,173,134 |
Shares, Outstanding, Ending Balance at Mar. 31, 2024 | 1,654,040 | ||||||
Balance at Dec. 31, 2023 | $ 14 | 14,450,216 | (12,940,040) | 1,510,190 | (588,444) | 921,746 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 | 1,426,613 | ||||||
Net income (loss) | (2,412,452) | ||||||
Balance at Jun. 30, 2024 | $ 21 | 17,906,849 | (15,576,336) | 2,330,534 | (364,600) | 1,965,934 | |
Shares, Outstanding, Ending Balance at Jun. 30, 2024 | 2,100,524 | ||||||
Balance at Mar. 31, 2024 | $ 16 | 15,508,190 | (13,104,684) | 2,403,522 | 130,249 | (360,637) | 2,173,134 |
Shares, Outstanding, Beginning Balance at Mar. 31, 2024 | 1,654,040 | ||||||
Stock issued for cash | $ 1 | 1,093,217 | 1,093,218 | (130,249) | 962,969 | ||
Stock Issued During Period, Shares, New Issues | 100,698 | ||||||
Net income (loss) | (2,471,652) | (2,471,652) | (3,963) | (2,475,615) | |||
Stock issued for vested restricted stock awards | $ 4 | 1,295,991 | 1,295,995 | 1,295,995 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 345,786 | ||||||
Stock compensation expense | 9,451 | 9,451 | 9,451 | ||||
Balance at Jun. 30, 2024 | $ 21 | $ 17,906,849 | $ (15,576,336) | $ 2,330,534 | $ (364,600) | $ 1,965,934 | |
Shares, Outstanding, Ending Balance at Jun. 30, 2024 | 2,100,524 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||||||
Net loss | $ (2,475,615) | $ 63,163 | $ (1,398,205) | $ (1,220,125) | $ (2,412,452) | $ (2,618,330) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||
Stock compensation expenses | 1,791,102 | ||||||
Depreciation expenses | 54,384 | 21,817 | |||||
Gain on transfer of licensing rights | (1,882,469) | ||||||
Net changes in operating assets and liabilities: | |||||||
Accounts receivable | (35,517) | (71,752) | |||||
Inventory | (237,697) | (234,318) | |||||
Prepaid expenses | (111,142) | (559,774) | |||||
Prepaid royalty expense | 94,397 | ||||||
Other current assets | (7,601) | ||||||
Accounts payable - related party | (45,203) | (22,533) | |||||
Accrued payroll | (275,751) | (599,812) | |||||
Accounts payable and accrued liabilities | (69,175) | (28,421) | |||||
Net cash used in operating activities | (3,223,920) | (4,026,327) | |||||
Cash flows from investing activities: | |||||||
Proceeds from transfer of licensing rights | 2,000,000 | ||||||
Purchases of property and equipment | (512) | (137,614) | |||||
Net cash provided by (used in) investing activities | 1,999,488 | (137,614) | |||||
Cash flows from financing activities: | |||||||
Shares issued for cash, net | 1,665,533 | 7,622,354 | |||||
Payment for investment advisor services | (25,000) | ||||||
Cash received from exercise of warrants | 700,000 | ||||||
Principle payment on loans payable related party | (128,047) | ||||||
Principle payment on loan payable | (10,793) | ||||||
Principle payment on note payable | (35,962) | ||||||
Borrowings from note payable | 85,000 | ||||||
Net cash provided by financing activities | 1,689,571 | 8,183,514 | |||||
Net increase in cash and cash equivalents | 465,139 | 4,019,573 | |||||
Cash and cash equivalents at beginning of period | $ 836,446 | $ 113,952 | 836,446 | 113,952 | $ 113,952 | ||
Cash and cash equivalents at end of period | $ 1,301,585 | $ 4,133,525 | 1,301,585 | 4,133,525 | $ 836,446 | ||
Supplemental disclosure of cash flow information | |||||||
Interest | 8,347 | ||||||
Non-cash financing activities | |||||||
Stock issued for legal settlement | $ 99,999 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | NOTE 1 – ORGANIZATION AND OPERATIONS Founded in October 2018 and headquartered in Florida with remote employees and specialty contractors in London, New York and Latin America, MGO Global Inc. (“MGO,” “MGO Global,” the “Company,” “we,” “our” and “us”) has built a brand acceleration platform with a focus on the acquisition, optimization and monetization of consumer brands across multiple categories. Our mission is to provide customers with unmatched variety, quality and shopping experience, while adding considerable value for MGO’s shareholders. Our accomplished leadership team encompasses decades of experience in building successful global lifestyle brands, including fashion design, marketing, technology, corporate finance and branding. We strive to continually push innovation and evolution of the consumer product cycle without compromising quality and design integrity. Through our end-to-end, scalable brand-building platform, backed by robust consumer behavioral data, we are engaged in nurturing digitally native brands that will thrive in the modern Direct to Consumer (“DTC”) economy. We operate our business through three subsidiaries: Americana Liberty, LLC; MGO Digital LLC and MGOTeam1, LLC (“MGOTeam1”). On July 18, 2024, the Company effected a reverse stock split on the Company’s common stock at a ratio of 1-for-10 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 Stand Flagpoles Stand Flagpoles In support of our 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 Americana Liberty 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: provide general advice and counsel regarding the establishment of systems and processes for direct-to-consumer (“DTC”) and e-commerce 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 e-commerce platforms on behalf of the Company. Consultant was 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 $ 150,000 200,000 15,000 51,587 109,679 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. The Messi Store/MGOTeam 1 LLC MGOTeam1 designed, manufactured, licensed, distributed, advertised and sold a range of products under the soccer legend Lionel (“Leo”) Messi brand, Messi Brand Messi Brand In October 2018, the Company entered into a Trademark License Agreement with Leo Messi Management SL (“LMM”). LMM granted the Company a worldwide non-exclusive license in order to use Leo Messi’s trademarks with the purpose of developing, manufacturing, trading and promoting the Messi Brand On November 20, 2021, the Company entered into a new Trademark License Agreement (“Messi License”) 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 On March 21, 2024, MGOTeam1 assigned the Messi License to Centric Brands, LLC (“Centric”), which paid MGOTeam1 $ 2,000,000 The Messi Store See Note 10. Business Combination Agreement with Heidmar, Inc. On June 18, 2024, MGO entered into a definitive Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) with Heidmar, Inc., (“HMI”), a company organized under the laws of the Republic of the Marshall Islands; Heidmar Maritime Holdings Corp., a company organized under the laws of the Republic of the Marshall Islands (“Holdings”); HMR Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”); and Rhea Marine Ltd. and Maistros Shipinvest Corp (the “HMI Shareholders”). The Company, Merger Sub, Holdings, HMI and HMI Shareholders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Pursuant to the Business Combination Agreement, the Parties will effect a business combination involving the following transactions (collectively, the “ Business Combination (a) Merger Sub will merge (the “ Merger (b) all of the issued and outstanding shares of common stock of MGO (the “ MGO Common Stock Holdings Common Shares (c) immediately after the effective time of the Merger, the HMI Shareholders will transfer all the outstanding shares of common stock of HMI (the “ HMI Shares HMI Share Acquisition (d) Holdings shall issue to the HMI Shareholders (i) at the closing of the Business Combination (the “ Closing a number of Holdings Common Shares equal to (x) the number of the Company’s outstanding shares of common stock on a fully diluted and as-converted basis immediately prior to the effective time of the Merger, times (y) 16.6667, divided by (z) the number of outstanding HMI Shares immediately prior to the HMI Share Acquisition and (ii) after the Closing and upon the satisfaction of certain earnout conditions set forth in the Business Combination Agreement, additional Holdings Common Shares equal to 10% of the shares issued to the Heidmar Shareholders on the Closing. MGO expects that the holders of MGO Common Stock and the Heidmar Shareholders will hold 5.66 94.34 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all normal reoccurring adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K and Form 10-K/A filed by the Company with the Securities and Exchange Commission on April 1, 2024 and June 3, 2024, respectively. Interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. 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 11.82 881,800 11.82 We account for the 11.82 Principles of Consolidation The unaudited 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 to reflect the impact of the discontinued operations treatment in order to conform to the current period presentation. In addition, on July 18, 2024, the Company effected a reverse stock split at a ratio of 1-for-10 Discontinued Operations On March 20, 2024, MGOTeam1 entered into a term sheet with Centric, providing for the terms and conditions for MGOTeam1 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 MGOTeam1. Pursuant to the term sheet, Centric assumed the Company’s minimum guarantee obligation to LMM under the License Agreement for payment due dates in 2024 amounting to € 1,500,000 2,000,000 On March 21, 2024, the Company, Centric and LMM signed a Deed of Novation, Assignment and Assumption (the “Deed”) providing for MGOTeam1 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. No other assets or liabilities were assumed. See Note 10 Use of Estimates The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts 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 Federal Deposit Insurance Corporation (“FDIC”) insured limits. As of June 30, 2024 and December 31, 2023, the Company had $ 870,992 586,446 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 who 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 doubtful accounts. As of June 30, 2024 and December 31, 2023, the Company had no 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 June 30, 2024 and December 31, 2023, the Company had no 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 six months ended June 30, 2024 and 2023 was $ 54,384 21,817 SCHEDULE OF PROPERTY AND EQUIPMENT, NET USEFUL LIFE Classification Useful Life June 30, 2024 (unaudited) December 31, 2023 Computer equipment and software 3 $ 309,286 $ 308,774 Furniture 3 17,191 17,191 Property and equipment, gross Less: Accumulated depreciation (60,887 ) (6,503 ) Property and equipment, net $ 265,590 $ 319,462 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 Stand Flagpoles www.standflagpoles.com For the three and six months ended June 30, 2024 and 2023, the Company generated revenues of $ 1,425,589 2,095,853 1,724,293 1,769,440 Non-Controlling Interest As of December 6, 2021, one shareholder did not rollover its 11.82 Consolidation 3,963 60,687 223,844 122,756 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 On March 21, 2024, the Company discontinued operations of The Messi Store one Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold is recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold is derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations as income tax expense. Recently Adopted Accounting Pronouncements 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 other segment items Recently Issued Accounting Pronouncements Not Yet Adopted 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 at the 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. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 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 June 30, 2024, we had working capital of $ 1,700,344 4,306,223 1,564,839 3,223,920 4,026,327 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”). On June 7, 2024, MGO entered into an Amendment No. 1 (“Amendment”) to the equity distribution agreement for the ATM whereby the offering size was amended to reflect an increase in the aggregate gross sales price from $ 1,650,000 to $ 3,389,384 . As of June 30, 2024, we received net proceeds from sales of our common stock pursuant to the ATM totaling an aggregate of $ 1,665,533 . |
BALANCE SHEET ITEMS
BALANCE SHEET ITEMS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET ITEMS | NOTE 4 – BALANCE SHEET ITEMS Inventory As of June 30, 2024 and December 31, 2023, inventory amounted to $ 844,719 607,022 Prepaid Expenses As of June 30, 2024 and December 31, 2023, prepaid expenses amounted to $ 314,567 178,425 SCHEDULE OF PREPAID EXPENSES June 30, 2024 (unaudited) December 31, 2023 Prepaid expenses $ 58,693 $ 5,577 Prepaid rent 7,500 7,500 Prepaid inventories 248,374 165,348 Total $ 314,567 $ 178,425 Accounts Payable and Accrued Liabilities (Including Related Parties) Accounts payable and accrued liabilities were $ 666,093 940,295 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2024 (unaudited) December 31, 2023 Accounts payable $ 314,304 $ 281,861 Accounts payable, related party 5,678 50,881 Accounts payable 5,678 50,881 Accrued liabilities 254,632 240,324 Accrued payroll 91,479 367,230 Total $ 666,093 $ 940,296 Commitments and Contingencies In January 2024, the Company entered into a financing agreement for the Company’s Directors and Officers insurance policy with First Insurance Funding at an interest rate of 7.58 225,185 23,308 The policy term is January 2024 through December 2024 October 12, 2024 Nasdaq Deficiency Notices, Hearings Panel Determinations and Reverse Stock Split 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 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 is scheduled for May 30, 2024. On May 30, 2024, senior members of MGO’s executive team and the Company’s SEC counsel participated in the hearing before the Nasdaq’s Hearings Panel and endeavored to address all questions and concerns posed by the panelists relating to the Company’s plan to regain compliance with the continued listing standards (the “Plan”) – the Plan was formally submitted to the members of the Nasdaq Hearings Panel on May 8, 2024. In accordance with the Plan, MGO requested at least until August 15, 2024 to evidence compliance with the Equity Rule and Bid Price Rule for continued listing on The Nasdaq Capital Market through execution of the Plan. On June 14, 2024, MGO received notice from Nasdaq confirming that the Nasdaq Hearings Panel (the “Panel”) has determined to grant the request of MGO to continue its listing on The Nasdaq Stock Market subject to the following: 1. On or before July 15, 2024, the Company will effect a reverse stock split at a ratio of 1-for-10. See Note 1 and 11 2. On or before August 15, 2024, the Company will (a) complete the transactions described to the Panel to achieve compliance with Listing Rule 5550(b)(1) (or its alternatives) and (b) demonstrate compliance with Listing Rule 5550(a)(2) by evidencing a closing bid price of $1.00 or more per share for a minimum of ten (10) consecutive trading sessions; 3. On or before August 21, 2024, the Company must file a Form 8-K describing these transactions and indicating its post-transaction equity. The Company may do so with a balance sheet no older than 60 days containing pro forma adjustments for significant transactions or events occurring on or before the report date. Alternatively, the Company can provide an affirmative statement that, as of the date of the report, it believes it has regained compliance with the stockholders’ equity requirement based upon the specific transactions or events described; and 4. At the time of filing the Form 8-K, the Company must demonstrate compliance with all other applicable requirements for continued listing on the Nasdaq Capital Market. See Note 11 The Company filed a Current Report on Form 8-K on August 12, 2024, stating that the Company believes that it is in compliance with the Nasdaq minimum stockholders’ equity requirement as of August 9, 2024. |
LOAN PAYABLE
LOAN PAYABLE | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 5 – LOAN PAYABLE On January 24, 2024, MGO entered into a 52-week loan with PayPal for $ 85,000 10,312 95,312 1,833 49,038 SCHEDULE OF LOAN PAYABLE June 30, 2024 (unaudited) December 31, 2023 Current portion of loans payable $ 49,038 $ - Total notes payable $ 49,038 $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS The accounts payable owed to our related parties as of June 30, 2024 and December 31, 2023 was $ 5,678 50,881 The accrued payroll owed to our executives and staff as of June 30, 2024 and December 31, 2023 was $ 91,479 367,230 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. The consulting agreement compensation terms were $ 350,000 15,000 51,587 123,914 On April 2, 2024, the Board of Directors (the “Board”) of MGO, at the recommendation of the Compensation Committee (the “Committee”), approved an increase in the base salary of Ms. Dana Perez, the Company’s Chief Financial Officer, from $ 165,000 200,000 5,000 one-year |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY 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 172,500 0.00001 22,500 50.00 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 $46.50 (93% of the public offering price per Share of $50.00) and issue the underwriters three-year warrants to purchase an aggregate of 8,625 shares of the Company’s common stock, which is equal to five percent (5%) of the Shares sold in the Offering. Such warrants have an exercise price of $6.25, which is equal to 125% of the Offering price (the “Warrant”). The Shares were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-268484), as amended (the “Registration Statement”), and filed with the Securities and Exchange Commission (the “Commission”) and the final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement was declared effective by the Commission on January 12, 2023. The closing of the Offering for the Shares took place on January 18, 2023 with net proceeds of $ 7,560,354 22,500 In January 2023, the Company issued 70,000 10.00 In January 2023, the Company issued 12,731 16,448 On January 13, 2023, in connection with the Offering, the Company commenced trading on The Nasdaq Capital Market under ticker symbol “MGOL.” In February 2024, the Company issued 23,202 4.31 99,999 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, 182,451 451,188 205,071 On June 4, 2024, MGO issued a total of 182,869 41,633 41,633 41,633 22,297 8,919 On July 18, 2024, the Company effected a reverse stock split at a ratio of 1-for-10 Throughout the first six months of 2024, 392,028 Throughout the first six months of 2024, the Company sold 258,681 3.70 10.16 1,665,534 Stock Options The following is a summary of stock option activity for the six months ended June 30, 2024: SUMMARY OF STOCK OPTION ACTIVITY Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2023 114,000 $ 50.00 4.04 Granted 30,000 4.10 Forfeited (30,000 ) 4.10 Canceled (112,000 ) 50.00 Outstanding, June 30, 2024 2,000 $ 50.00 3.53 Exercisable, June 30, 2024 2,000 $ 50.00 3.53 The Company estimated the fair value of the stock-based compensation using the Black Scholes Model with the following assumption inputs: SCHEDULE OF FAIR VALUE OF STOCK BASED COMPENSATION ASSUMPTION INPUTS For the Six Months Expected life of the options 2.88 5.00 Share price of the issuance date $ 4.10 Expected volatility 95 147.18 % Expected dividend rate 0 % Risk-free interest rate 4.38 % For the six months ended June 30, 2024, the Company’s stock option compensation expenses amounted to $ 202,687 0 Restricted Stock Units (“RSUs”) The following is a summary of RSU activity for the six months ended June 30, 2024: SUMMARY OF RESTRICTED STOCK UNITS ACTIVITY Shares Weighted Outstanding as of December 31, 2023 40,172 $ 14.10 Granted 423,725 3.91 Canceled (39,167 ) 5.60 Vested and issued (415,230 ) 4.40 Outstanding and unvested as of June 30, 2024 9,500 $ 13.10 The aggregate fair value of RSU awards granted was $ 1,657,003 and valued at the closing price of the Company’s Common Stock on the date of grant. The Company recognized $ 1,588,415 stock compensation expense related to RSU awards for the six months ended June 30,2024. The total unrecognized compensation cost related to unvested RSUs as of June 30, 2024 was $ 1,360 , expected to be amortized through July 31, 2025. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
LEASES | NOTE 8 – LEASES In February 2023, we signed a renewable one-year lease for a building located at 813 NE 17 th 2,300 |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
RISKS AND UNCERTAINTIES | NOTE 9 – RISKS AND UNCERTAINTIES 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 10 – DISCONTINUED OPERATIONS In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meet the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations. On March 21, 2024, the Company, Centric and LMM signed a Deed of Novation, Assignment and Assumption (the “Deed”) providing for MGOTeam1 to assign all of its rights and obligations under the existing Trademark License Agreement to Centric, and Centric has agreed to assume all of MGO’s rights and obligations in respect of the License Agreement, and the minimum guaranteed royalty amount due to LMM, with effect on and from March 21, 2024. As a result of the Deed, the Company ceased operations of The Messi Store The Messi Store Subsequent to the receipt of the $ 2,000,000 2,000,000 2,658,635 658,635 SCHEDULE OF DISCONTINUED OPERATIONS Summary reconciliation of Discontinued Operations June 30, 2024 (unaudited) June 30, 2023 (unaudited) Revenues $ 82,592 $ 516,199 Cost of sales 48,840 306,819 Gross profit 33,752 209,380 Operating expenses Selling, general, administrative expenses 26,994 83,842 Marketing and e-commerce expenses 60,974 546,349 Royalty expenses (55,194 ) 628,112 Total operating expenses 32,774 1,258,303 Operating income (loss) 978 (1,048,923 ) Interest expense 4,398 456 Gain on transfer of licensing rights (1,882,469 ) - Gain on settlement of debt - (3,500 ) Other (income) expense (14,722 ) 7,612 Total other (income) expense (1,892,793 ) 4,568 Net income (loss) $ 1,893,771 $ (1,053,491 ) Less: net income (loss) attributable to non-controlling interest 223,844 (122,756 ) Net income (loss) attributable to MGO stockholders $ 1,669,927 $ (930,735 ) The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of June 30, 2024 and December 31, 2023: June 30, 2024 (unaudited) December 31, 2023 Current assets Cash $ 1,843 $ 98,466 Accounts receivable - 39,121 Inventories - 117,531 Other current assets 7,008 7,864 Prepaid expenses - 4,721 Total current assets 8,851 267,703 Current liabilities Accounts payable 120,854 115,333 Accrued liabilities 1,762 264,534 Total current liabilities 122,616 379,867 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On July 9, 2024, the Nasdaq Hearings Panel granted the Company an extension until July 18, 2024 to effect the reverse stock split at a ratio of 1-for-10 On July 11, 2024, 2,000 2,000 2,000 Between July 1, 2024, and August 19, 2024, 9,500 On July 18, 2024, the Company effected a reverse stock split of its outstanding common stock at a 1-for-10 On August 5, 2024, MGO issued a total of 22,000 shares of the Company’s restricted common stock to directors and officers of the Company pursuant to the 2022 Plan. On August 8, 2024, MGO issued a total of 77,000 On August 12, 2024, the Company filed a Current Report on Form 8-K stating that it believes the Company is in compliance with the Nasdaq minimum stockholders’ equity requirement as of August 9, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all normal reoccurring adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K and Form 10-K/A filed by the Company with the Securities and Exchange Commission on April 1, 2024 and June 3, 2024, respectively. Interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. 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 11.82 881,800 11.82 We account for the 11.82 |
Principles of Consolidation | Principles of Consolidation The unaudited 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 | Reclassifications Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment in order to conform to the current period presentation. In addition, on July 18, 2024, the Company effected a reverse stock split at a ratio of 1-for-10 |
Discontinued Operations | Discontinued Operations On March 20, 2024, MGOTeam1 entered into a term sheet with Centric, providing for the terms and conditions for MGOTeam1 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 MGOTeam1. Pursuant to the term sheet, Centric assumed the Company’s minimum guarantee obligation to LMM under the License Agreement for payment due dates in 2024 amounting to € 1,500,000 2,000,000 On March 21, 2024, the Company, Centric and LMM signed a Deed of Novation, Assignment and Assumption (the “Deed”) providing for MGOTeam1 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. No other assets or liabilities were assumed. See Note 10 |
Use of Estimates | Use of Estimates The preparation of the unaudited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts 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 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 Federal Deposit Insurance Corporation (“FDIC”) insured limits. As of June 30, 2024 and December 31, 2023, the Company had $ 870,992 586,446 |
Accounts Receivable | 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 who 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 doubtful accounts. As of June 30, 2024 and December 31, 2023, the Company had no |
Inventory | 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 June 30, 2024 and December 31, 2023, the Company had no |
Property and Equipment, Net | 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 six months ended June 30, 2024 and 2023 was $ 54,384 21,817 SCHEDULE OF PROPERTY AND EQUIPMENT, NET USEFUL LIFE Classification Useful Life June 30, 2024 (unaudited) December 31, 2023 Computer equipment and software 3 $ 309,286 $ 308,774 Furniture 3 17,191 17,191 Property and equipment, gross Less: Accumulated depreciation (60,887 ) (6,503 ) Property and equipment, net $ 265,590 $ 319,462 |
Revenue Recognition | 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 Stand Flagpoles www.standflagpoles.com For the three and six months ended June 30, 2024 and 2023, the Company generated revenues of $ 1,425,589 2,095,853 1,724,293 1,769,440 |
Non-Controlling Interest | Non-Controlling Interest As of December 6, 2021, one shareholder did not rollover its 11.82 Consolidation 3,963 60,687 223,844 122,756 |
Foreign Currency | 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 | Segment Reporting On March 21, 2024, the Company discontinued operations of The Messi Store one |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold is recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold is derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations as income tax expense. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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 other segment items |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted 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 at the 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET USEFUL LIFE | SCHEDULE OF PROPERTY AND EQUIPMENT, NET USEFUL LIFE Classification Useful Life June 30, 2024 (unaudited) December 31, 2023 Computer equipment and software 3 $ 309,286 $ 308,774 Furniture 3 17,191 17,191 Property and equipment, gross Less: Accumulated depreciation (60,887 ) (6,503 ) Property and equipment, net $ 265,590 $ 319,462 |
BALANCE SHEET ITEMS (Tables)
BALANCE SHEET ITEMS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF PREPAID EXPENSES | SCHEDULE OF PREPAID EXPENSES June 30, 2024 (unaudited) December 31, 2023 Prepaid expenses $ 58,693 $ 5,577 Prepaid rent 7,500 7,500 Prepaid inventories 248,374 165,348 Total $ 314,567 $ 178,425 |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2024 (unaudited) December 31, 2023 Accounts payable $ 314,304 $ 281,861 Accounts payable, related party 5,678 50,881 Accounts payable 5,678 50,881 Accrued liabilities 254,632 240,324 Accrued payroll 91,479 367,230 Total $ 666,093 $ 940,296 |
LOAN PAYABLE (Tables)
LOAN PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOAN PAYABLE | SCHEDULE OF LOAN PAYABLE June 30, 2024 (unaudited) December 31, 2023 Current portion of loans payable $ 49,038 $ - Total notes payable $ 49,038 $ - |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SUMMARY OF STOCK OPTION ACTIVITY | The following is a summary of stock option activity for the six months ended June 30, 2024: SUMMARY OF STOCK OPTION ACTIVITY Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2023 114,000 $ 50.00 4.04 Granted 30,000 4.10 Forfeited (30,000 ) 4.10 Canceled (112,000 ) 50.00 Outstanding, June 30, 2024 2,000 $ 50.00 3.53 Exercisable, June 30, 2024 2,000 $ 50.00 3.53 |
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: SCHEDULE OF FAIR VALUE OF STOCK BASED COMPENSATION ASSUMPTION INPUTS For the Six Months Expected life of the options 2.88 5.00 Share price of the issuance date $ 4.10 Expected volatility 95 147.18 % Expected dividend rate 0 % Risk-free interest rate 4.38 % |
SUMMARY OF RESTRICTED STOCK UNITS ACTIVITY | The following is a summary of RSU activity for the six months ended June 30, 2024: SUMMARY OF RESTRICTED STOCK UNITS ACTIVITY Shares Weighted Outstanding as of December 31, 2023 40,172 $ 14.10 Granted 423,725 3.91 Canceled (39,167 ) 5.60 Vested and issued (415,230 ) 4.40 Outstanding and unvested as of June 30, 2024 9,500 $ 13.10 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATIONS | SCHEDULE OF DISCONTINUED OPERATIONS Summary reconciliation of Discontinued Operations June 30, 2024 (unaudited) June 30, 2023 (unaudited) Revenues $ 82,592 $ 516,199 Cost of sales 48,840 306,819 Gross profit 33,752 209,380 Operating expenses Selling, general, administrative expenses 26,994 83,842 Marketing and e-commerce expenses 60,974 546,349 Royalty expenses (55,194 ) 628,112 Total operating expenses 32,774 1,258,303 Operating income (loss) 978 (1,048,923 ) Interest expense 4,398 456 Gain on transfer of licensing rights (1,882,469 ) - Gain on settlement of debt - (3,500 ) Other (income) expense (14,722 ) 7,612 Total other (income) expense (1,892,793 ) 4,568 Net income (loss) $ 1,893,771 $ (1,053,491 ) Less: net income (loss) attributable to non-controlling interest 223,844 (122,756 ) Net income (loss) attributable to MGO stockholders $ 1,669,927 $ (930,735 ) The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of June 30, 2024 and December 31, 2023: June 30, 2024 (unaudited) December 31, 2023 Current assets Cash $ 1,843 $ 98,466 Accounts receivable - 39,121 Inventories - 117,531 Other current assets 7,008 7,864 Prepaid expenses - 4,721 Total current assets 8,851 267,703 Current liabilities Accounts payable 120,854 115,333 Accrued liabilities 1,762 264,534 Total current liabilities 122,616 379,867 |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details Narrative) | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Aug. 08, 2024 shares | Jul. 18, 2024 | Jul. 15, 2024 | Jul. 09, 2024 | Mar. 21, 2024 USD ($) | Jan. 31, 2024 shares | Jan. 10, 2024 USD ($) | Sep. 30, 2023 USD ($) | May 11, 2023 shares | Nov. 20, 2021 EUR (€) | Aug. 19, 2024 shares | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 13, 2023 $ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Reverse stock split | 1-for-10 | ||||||||||||||
Share price | $ / shares | $ 4.10 | $ 1 | |||||||||||||
Stock-based compensation | $ 1,791,102 | ||||||||||||||
Payments of cash for license | $ 2,000,000 | ||||||||||||||
MGO [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Ownership percentage | 5.66% | ||||||||||||||
Heidmar Shareholders [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Ownership percentage | 94.34% | ||||||||||||||
HMI Shareholders [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Business combination description | a number of Holdings Common Shares equal to (x) the number of the Company’s outstanding shares of common stock on a fully diluted and as-converted basis immediately prior to the effective time of the Merger, times (y) 16.6667, divided by (z) the number of outstanding HMI Shares immediately prior to the HMI Share Acquisition and (ii) after the Closing and upon the satisfaction of certain earnout conditions set forth in the Business Combination Agreement, additional Holdings Common Shares equal to 10% of the shares issued to the Heidmar Shareholders on the Closing. | ||||||||||||||
Consulting Agreement [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Cash paid for consulting service | $ 200,000 | $ 150,000 | |||||||||||||
Restricted stock units, shares | shares | 15,000 | 15,000 | |||||||||||||
Stock-based compensation | $ 51,587 | $ 123,914 | |||||||||||||
Consulting Agreement [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Stock-based compensation | $ 51,587 | $ 109,679 | |||||||||||||
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 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||
Reverse stock split | 1-for-10 | reverse stock split at a ratio of 1-for-10. See Note 1 and 11. | reverse stock split at a ratio of 1-for-10 | ||||||||||||
Restricted stock units, shares | shares | 77,000 | 9,500 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET USEFUL LIFE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (60,887) | $ (6,503) |
Property and equipment, net | 265,590 | 319,462 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 309,286 | 308,774 |
Useful Life | 3 years | |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 17,191 | $ 17,191 |
Useful Life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||||
Jul. 18, 2024 | Mar. 22, 2024 USD ($) | Dec. 06, 2021 shares | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Integer | Jun. 30, 2023 USD ($) | Mar. 20, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Reverse stock split | 1-for-10 | ||||||||
Excess of FDIC insurance limit | $ 870,992 | $ 870,992 | $ 586,446 | ||||||
Allowance for credit losses | 0 | 0 | 0 | ||||||
Inventory adjustments | 0 | 0 | $ 0 | ||||||
Depreciation | 54,384 | $ 21,817 | |||||||
Revenues | 1,425,589 | $ 1,724,293 | 2,095,853 | 1,769,440 | |||||
Net loss of non-controlling interest | $ (3,963) | $ (60,687) | $ 223,844 | $ (122,756) | |||||
Number of reportable segments | Integer | 1 | ||||||||
Rollover Agreement [Member] | MGOTeam 1 LLC [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Non-controlling interest, percentage | 11.82% | ||||||||
Shares new issues | shares | 881,800 | ||||||||
License Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Payment due | $ 1,500,000 | ||||||||
Payment received from related party | $ 2,000,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | ||||
Apr. 16, 2024 | Feb. 08, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 07, 2024 | |
Working capital | $ 1,700,344 | ||||
Loss from continuing operations | 4,306,223 | $ 1,564,839 | |||
Operating activities | 3,223,920 | $ 4,026,327 | |||
Sale of stock, description of transaction | 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 | ||||
Net proceeds from sales of our common stock | 1,665,534 | ||||
Minimum [Member] | |||||
Gross sales price | $ 1,650,000 | ||||
Maximum [Member] | |||||
Gross sales price | $ 3,389,384 | ||||
Maxim Group LLC [Member] | |||||
Sale of stock, description of transaction | 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”). | ||||
Net proceeds from sales of our common stock | $ 1,665,533 |
SCHEDULE OF PREPAID EXPENSES (D
SCHEDULE OF PREPAID EXPENSES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 58,693 | $ 5,577 |
Prepaid rent | 7,500 | 7,500 |
Prepaid inventories | 248,374 | 165,348 |
Total | $ 314,567 | $ 178,425 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued liabilities | $ 254,632 | $ 240,324 |
Accrued payroll | 91,479 | 367,230 |
Total | 666,093 | 940,296 |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accounts payable | 314,304 | 281,861 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accounts payable | $ 5,678 | $ 50,881 |
BALANCE SHEET ITEMS (Details Na
BALANCE SHEET ITEMS (Details Narrative) - USD ($) | 1 Months Ended | |||||||
Jul. 18, 2024 | Jul. 15, 2024 | Jul. 09, 2024 | Apr. 16, 2024 | Jan. 31, 2024 | Jun. 30, 2024 | Mar. 22, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Inventory, Net | $ 844,719 | $ 607,022 | ||||||
Prepaid expenses | 314,567 | 178,425 | ||||||
Accounts payable and accrued liabilities | $ 666,093 | $ 940,295 | ||||||
Principle amount | $ 2,658,635 | |||||||
Sale of stock description | 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, Reverse Stock Split | 1-for-10 | |||||||
Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 | reverse stock split at a ratio of 1-for-10. See Note 1 and 11. | reverse stock split at a ratio of 1-for-10 | |||||
Financing Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Interest rate | 7.58% | |||||||
Principle amount | $ 225,185 | |||||||
Monthly payment | $ 23,308 | |||||||
Payment terms | The policy term is January 2024 through December 2024 | |||||||
Maturity date | Oct. 12, 2024 |
SCHEDULE OF LOAN PAYABLE (Detai
SCHEDULE OF LOAN PAYABLE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Current portion of loans payable | $ 49,038 | |
Total notes payable | $ 49,038 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | Jan. 24, 2024 | Jun. 30, 2024 | Mar. 22, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Principal amount | $ 2,658,635 | |||
Loan payble | $ 49,038 | |||
PayPal [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Principal amount | $ 85,000 | |||
Fixed loan fee | 10,312 | |||
Loan payble | 95,312 | $ 49,038 | ||
Periodic payment | $ 1,833 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Apr. 02, 2024 | Jan. 31, 2024 | May 11, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||
Accrued payroll | $ 91,479 | $ 367,230 | ||||
Share based compensation | 1,791,102 | |||||
Chief Financial Officer [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Base salary | $ 165,000 | |||||
Chief Financial Officer [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Base salary | $ 200,000 | |||||
Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Restricted stock units | 5,000 | |||||
Restricted stock vesting period | 1 year | |||||
Consulting Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fee | $ 350,000 | |||||
Restricted stock units | 15,000 | 15,000 | ||||
Share based compensation | 51,587 | 123,914 | ||||
Consulting Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share based compensation | 51,587 | 109,679 | ||||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable | $ 5,678 | $ 50,881 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Number of Stock Options, Outstanding, Beginning balance | 114,000 | |
Weighted Average Exercise Price, Beginnning balance | $ 50 | |
Weighted Average Remining Contractual Life, Outstanding | 3 years 6 months 10 days | 4 years 14 days |
Number of Stock Options, Granted | 30,000 | |
Weighted Average Exercise Price, Granted | $ 4.10 | |
Number of Stock Options, Forfeited | (30,000) | |
Weighted Average Exercise Price, Forfeited | $ 4.10 | |
Number of Stock Options, Canceled | (112,000) | |
Weighted Average Exercise Price, Canceled | $ 50 | |
Number of Stock Options, Outstanding, Ending balance | 2,000 | 114,000 |
Weighted Average Exercise Price, Ending balance | $ 50 | $ 50 |
Number of Stock Options, Exercisable | 2,000 | |
Weighted Average Exercise Price, Exercisable | $ 50 | |
Weighted Average Remining Contractual Life, Exercisable | 3 years 6 months 10 days |
SCHEDULE OF FAIR VALUE OF STOCK
SCHEDULE OF FAIR VALUE OF STOCK BASED COMPENSATION ASSUMPTION INPUTS (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Mar. 13, 2023 | |
Share price of the issuance date | $ 4.10 | $ 1 |
Expected dividend rate | 0% | |
Risk-free interest rate | 4.38% | |
Minimum [Member] | ||
Expected life of the options | 2 years 10 months 17 days | |
Expected volatility | 95% | |
Maximum [Member] | ||
Expected life of the options | 5 years | |
Expected volatility | 147.18% |
SUMMARY OF RESTRICTED STOCK UNI
SUMMARY OF RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Outstanding Beginning | shares | 40,172 |
Weighted Average Grant Date Fair Value, Outstanding Beginnning | $ / shares | $ 14.10 |
Number of shares, Granted | shares | 423,725 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 3.91 |
Number of shares, Canceled | shares | (39,167) |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | $ 5.60 |
Number of shares, Vested | shares | (415,230) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 4.40 |
Number of shares, Outstanding Endiing | shares | 9,500 |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares | $ 13.10 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Aug. 08, 2024 | Jul. 18, 2024 | Jul. 15, 2024 | Jul. 11, 2024 | Jul. 09, 2024 | Jun. 04, 2024 | Apr. 16, 2024 | Apr. 12, 2024 | Jan. 18, 2023 | Jan. 12, 2023 | Feb. 29, 2024 | Jan. 31, 2023 | Aug. 19, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jan. 19, 2024 | Mar. 13, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Number of stock options, granted | 30,000 | ||||||||||||||||||||
Share price | $ 4.10 | $ 4.10 | $ 1 | ||||||||||||||||||
Sale of stock description | 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 | ||||||||||||||||||||
Shares sold | 258,681 | ||||||||||||||||||||
Share based compensation | $ 1,791,102 | ||||||||||||||||||||
Reverse stock split, description | 1-for-10 | ||||||||||||||||||||
Net proceeds received | 1,665,534 | ||||||||||||||||||||
Stock option compensation expenses | 202,687 | ||||||||||||||||||||
Unrecognized compensation cost | $ 0 | 0 | |||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock option compensation expenses | 1,588,415 | ||||||||||||||||||||
Unrecognized compensation cost | $ 1,360 | 1,360 | |||||||||||||||||||
Sharebased compensation arrangement by sharebased payment award other than options grants | $ 1,657,003 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares price | $ 3.70 | $ 3.70 | |||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares price | $ 10.16 | $ 10.16 | |||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 2,000 | ||||||||||||||||||||
Issued restricted stock awards, vested | 77,000 | 9,500 | |||||||||||||||||||
Reverse stock split, description | 1-for-10 | reverse stock split at a ratio of 1-for-10. See Note 1 and 11. | reverse stock split at a ratio of 1-for-10 | ||||||||||||||||||
2022 Plan [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 205,071 | ||||||||||||||||||||
Sale of stock description | 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, | ||||||||||||||||||||
Former Chief Marketing Officer [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 23,202 | ||||||||||||||||||||
Share price | $ 4.31 | ||||||||||||||||||||
Share based compensation | $ 99,999 | ||||||||||||||||||||
Directors and Officers [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Issued restricted stock awards, vested | 182,869 | ||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 41,633 | ||||||||||||||||||||
Chief Brand Officer [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 41,633 | ||||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 41,633 | ||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 22,297 | ||||||||||||||||||||
Nonemployee Director [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 8,919 | ||||||||||||||||||||
Directors Officers And Consultants [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Issued restricted stock awards, vested | 392,028 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 70,000 | ||||||||||||||||||||
Exercise price | $ 10 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 100,698 | 157,983 | 172,500 | ||||||||||||||||||
Cashless exercise of warrants | 12,731 | ||||||||||||||||||||
Common Stock [Member] | 2022 Plan [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 182,451 | ||||||||||||||||||||
Number of new stock increased | 451,188 | ||||||||||||||||||||
Boustead Securities, LLC [Member] | Warrant [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 12,731 | ||||||||||||||||||||
Cashless exercise of warrants | 16,448 | ||||||||||||||||||||
Underwriting Agreement [Member] | Boustead Securities, LLC [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Number of new stock issued | 172,500 | ||||||||||||||||||||
Common stock, par value | $ 0.00001 | ||||||||||||||||||||
Number of stock options, granted | 22,500 | ||||||||||||||||||||
Share price | $ 50 | ||||||||||||||||||||
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 $46.50 (93% of the public offering price per Share of $50.00) and issue the underwriters three-year warrants to purchase an aggregate of 8,625 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”). | ||||||||||||||||||||
Proceeds from offering | $ 7,560,354 | ||||||||||||||||||||
Shares sold | 22,500 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Feb. 20, 2023 ft² |
Leases | |
Space for office | 2,300 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenues | $ 82,592 | $ 516,199 | |
Cost of sales | 48,840 | 306,819 | |
Gross profit | 33,752 | 209,380 | |
Selling, general, administrative expenses | 26,994 | 83,842 | |
Marketing and e-commerce expenses | 60,974 | 546,349 | |
Royalty expenses | (55,194) | 628,112 | |
Total operating expenses | 32,774 | 1,258,303 | |
Operating income (loss) | 978 | (1,048,923) | |
Interest expense | 4,398 | 456 | |
Gain on transfer of licensing rights | (1,882,469) | ||
Gain on settlement of debt | (3,500) | ||
Other (income) expense | (14,722) | 7,612 | |
Total other (income) expense | (1,892,793) | 4,568 | |
Net income (loss) | 1,893,771 | (1,053,491) | |
Less: net income (loss) attributable to non-controlling interest | 223,844 | (122,756) | |
Net income (loss) attributable to MGO stockholders | 1,669,927 | $ (930,735) | |
Current assets | |||
Cash | 1,843 | $ 98,466 | |
Accounts receivable | 39,121 | ||
Inventories | 117,531 | ||
Other current assets | 7,008 | 7,864 | |
Prepaid expenses | 4,721 | ||
Total current assets | 8,851 | 267,703 | |
Current liabilities | |||
Accounts payable | 120,854 | 115,333 | |
Accrued liabilities | 1,762 | 264,534 | |
Total current liabilities | $ 122,616 | $ 379,867 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) | Mar. 22, 2024 USD ($) |
Debt face amount | $ 2,658,635 |
Long term debt gross | 658,635 |
Centric Brands LLC [Member] | |
Procceds from divestiture | 2,000,000 |
MGO Global Inc [Member] | |
Procceds from divestiture | $ 2,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 2 Months Ended | 3 Months Ended | ||||||||
Aug. 08, 2024 | Jul. 18, 2024 | Jul. 15, 2024 | Jul. 11, 2024 | Jul. 09, 2024 | Aug. 19, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||||||||
Reverse stock split | 1-for-10 | |||||||||
Number of shares issued | 2,000 | 114,000 | ||||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 100,698 | 157,983 | 172,500 | |||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Reverse stock split | 1-for-10 | reverse stock split at a ratio of 1-for-10. See Note 1 and 11. | reverse stock split at a ratio of 1-for-10 | |||||||
Stock Issued During Period, Shares, New Issues | 2,000 | |||||||||
Restricted stock units, shares | 77,000 | 9,500 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 2,000 | |||||||||
Number of shares issued | 2,000 |