What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-09-04 compared with 2023-03-30 · 339 added, 432 removed, 29 unchanged (96% of the section changed)

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

is a leading provider of in-process quality assurance (IPQA®) software to the additive manufacturing industry.

Sigma specializes

in the development and commercialization of real-time monitoring solutions known as PrintRite3D® for 3D metal and polymer

advanced manufacturing technologies.

PrintRite3D detects and classifies defects and anomalies real-time during the manufacturing

process, enabling significant cost-savings and production efficiencies.

We work closely with international standards organizations,

renowned universities, research organizations, advanced manufacturers, OEMs, and leading software companies.

PrintRite3D is printer agnostic and works with most of the leading 3D metal printers, as well as a growing base of polymer printers.

was a year of significant change for our Company, from our symbolic name change to the execution of a new approach to the market.

have a mission to accelerate the adoption of additive manufacturing by setting the industry standard for quality, and we have charted

our path to deliver the first holistic digital quality experience for the additive industry with the following objectives:

the quality experience from up to twelve disparate software licenses and multiple manual spreadsheets, to a single user experience

that is holistic and integrated with production workflow.

strategic partnerships, expanding our partner ecosystem, and best ensuring success of existing customers as they move into production.

products that are easier to use and less expensive, both for initial purchases and as expansion opportunities.

a strategic corporate investment partner with clear product, customer, and financial synergies.

holistic digital quality experience connects in-process data upstream to CAD/CAM through the downstream inspection and material data.

This digital quality journey begins by creating a new qualification framework for in-process data.

The path to qualified parts and continued

production relies on more than just melt pool monitoring;

it also covers machine health, process health, and part health.

Our customers

require specific data for qualification and certification of parts and need a holistic approach to production quality, and further, require

a way to simplify quality from 8-12 disparate software licenses and several manual spreadsheets to one user experience that is integrated

into their production workflow.

order to expand the number of OEMs distributing our technology, we launched a three-tiered OEM program directed to:

(1) new OEMs without

their own quality assurance or monitoring solution;

(2) established OEMs with a quality monitoring offering, but who have customers with

multiple printers from multiple OEMs and want a single third party quality and analytics solution with consistent quality metrics across

printers, processes and materials;

and (3) OEMs building open application programming interfaces, or APIs, to integrate components of

Sigma’s proprietary technology with their current offerings.

We are now working with OEMs on their next generation printers to

offer a software-only solution that will utilize the printer’s computing infrastructure and dramatically reduce the overall cost

of its technology, enabling the opportunity to move towards a software only embedded solution on every printer sold by partner OEMs.

To further augment this initiative, we have also begun integrating with industry wide hardware providers, such as our recently announced

relationship with a laser scanner provider.

began offering our current PrintRite3D integrated hardware and software solution on a subscription basis in 2022.

Among other things,

the change reduced the initial upfront cost to a new user from over $100,000 to approximately $3,000-$5,000 per month.

combination of subscription pricing and the new software-only products that can be embedded into OEM and software partner offerings are

intended to make our technology more affordable to acquire and easier to bundle, distribute and support in an effort to become the industry

shift in our business model adversely affected our revenues and near-term revenue growth as we increased our focus on building strategic

partnerships, expanding our partner ecosystem, and ensuring the success of our existing customers as they move into production.

In 2022, we relied primarily on retrofit work while the software only products were still under development .

We expect that the percentage of the Company’s revenue coming from OEMs will increase in 2023 and beyond, especially with the availability

of a software-only product as we work to integrate into existing hardware, such as laser scanner technology and OEM’s upstream designs

for next generation systems.

to generate revenues in the future will depend on our ability to further commercialize and increase market presence of our traditional

PrintRite3D® technology, along with our new software-only offerings that start to link industry quality together.

Additionally, it

will depend on whether key prospective customers continue to move from additive manufacturing prototyping to production, which our products

are intended to accelerate.

However, we believe these changes to our business model will contribute to faster adoption of our product

by end users and will result in more predictable and profitable revenues over the longer term.

the past twelve years, Sigma has invested its resources to solve the problem of in-process AM quality:

melt pool analytics for the “part”, which originated as a retrofit lab solution.

Our prior product offering met the needs of materials scientists,

but overlooked the production needs of shop floor technicians, process engineers, and operations teams.

The addition of our “machine”

and “process” software products for additive manufacturing will provide a holistic in-process quality base for us to connect

to the broader digital quality ecosystem.

part of our vision to build the future of connected digital quality and enhance shareholder value, we have undertaken an initiative to

evaluate a range of strategic alternatives, including possible strategic investment, acquisition, merger, business combination, or similar

transaction with clear product, customer, and financial synergies to Sigma.

This work is focused on identified companies that connect

to our long-term quality vision.

This strategic initiative is focused on synergies and potential product integration to accelerate market

visibility and customer adoption.

To execute Sigma’s vision and realize our potential, we will need to raise additional capital, or

execute a strategic transaction, which may include, a possible strategic investment, acquisition, merger, business combination, or similar

believe the industry is evolving.

Application Programming Interfaces, or APIs, are opening up as some of our relationships with OEMs

have become public.

There is also a trend toward consolidation in additive manufacturing as companies align for profitability.

has made demonstrable progress in 2022 connecting to other products in the AM digital quality stream, and a connection to a strategic

partner paired with near term execution can augment our ability to scale, support the market, and create value.

Further, alignment with

a strategic investor or acquirer allows for common growth, vision, and funding of the Company to achieve its mission, but also provides an opportunity

for other strategic relationships, including potential acquisitions that can further accelerate the execution of our digital quality

facilitate our ability to execute our strategic initiatives on the product, pricing, and partner fronts, we have taken several steps

to conserve our cash by reducing our operating expenses.

Compensation and benefits are our single largest expense, comprising approximately

53% of our total operating expenses for 2022.

We reduced our total full-time headcount by a net of eight employees in 2022 and experienced

a further reduction of six employees in 2023 as a result of furloughs and departures from the Company.

As of March 29, 2023,

our full-time employee headcount was 19.

In addition to headcount reductions, we have reduced our spend on advertising, marketing and

investor relations, consultants, and employee travel.

We continue to evaluate our expenses and will consider further reductions as appropriate.

Lastly, Sigma has developed a deep patent portfolio which we believe is widely applicable to the 3D printing industry.

We have recently begun exploring an intellectual property licensing program, which we believe may facilitate a strategic transaction.

Business Update

worldwide COVID-19 pandemic caused a reduction, and in some cases a freeze, in capital spending within the Company’s targeted

industries, which negatively affected our revenue in 2021.

Additionally, this slowed the development of our technology based on

prolonged budget reductions and delays at development partner sites.

With slowed customer interaction, Sigma experienced some

slowing of planned integrations and qualification into 2022.

With the relaxing of COVID-19 restrictions in the U.S.

and Europe in

2022, business activity began to return to near pre-pandemic levels, and we have resumed qualification and integration of our technology with

partners and customers who experienced such prior delays.

Regarding our supply chain, however, the Company continues to experience increased lead

times for certain hardware components of PrintRite3D.

The future impact of the outbreak, including variations of the virus, is

highly uncertain so that no assurance can be given that the outbreak will not have a material adverse impact on the future results

of the Company.

It is also uncertain as to any further disruption of the financial markets, which may reduce our ability to access

capital, either at all, or on favorable terms.

is an innovative technology company that is building next generation solutions to power the travel industry.

NextTrip through its subsidiaries,

provides travel technology solutions with sales originating in the United States, with a primary emphasis on accommodations, hotels,

flights, wellness, and all-inclusive travel packages.

Its proprietary booking engine, branded as NXT2.0, provides travel distributors

access to a sizeable inventory.

NextTrip’s NXT2.0 booking technology was built upon a platform acquired in June 2022, which previously

powered the Bookit.com business, a well-established online leisure travel agent generating over $400 million in annual sales as recently

as 2019 (pre-pandemic).

2022, NextTrip has been focused on the holistic integration of the NXT2.0 technology platform, which will serve as a base for current

and future technology projects as well as proprietary system enhancements.

Through this strategic offering, NextTrip will focus on key

areas of opportunity in the travel sector and drive enhanced booking conversion rates.

NextTrip’s proprietary technology, when

combined with media, product offerings and customer service, provides a unique lane to serve mid- to luxury travelers.

spread of the COVID-19 virus globally beginning in January 2020, severely impacted NextTrip’s business.

Beginning in March 2020,

states and foreign countries began issuing “stay-at-home” orders and closed their borders to interstate and international

Such restrictions on travel, together with other measures implemented by governments around the world, severely restricted the

level of economic activity around the world and had an unprecedented effect on the global travel industry.

The public’s ability

to travel was severely curtailed through border closures, mandated travel restrictions and limited operations of hotels, airlines, and

additional voluntary or mandated closures of travel-related businesses from December 2019 through the beginning of 2022 (and beyond in

some jurisdictions).

Measures implemented during the COVID-19 pandemic led to unprecedented levels of temporary and permanent business

closures, cancellations and limited new travel bookings, having a severe negatively impacted on NextTrip’s business, financial

condition and results of operations.

to the significant decrease in demand for the travel related services provided by NextTrip during the peak of the COVID-19 pandemic,

NextTrip shifted its focus to developing and enhancing its program offerings.

For example, it enhanced the functionality of its booking

engines, including developing a booking engine platform that allows customers to book packaged vacations and cruises along with a platform

to arrange and manage business travel.

to the reverse acquisition of Sigma, NextTrip Holdings, Inc.

(“NextTrip”) was a wholly owned subsidiary of NextTrip

Group, LLC (“Group”), which in turn, was a wholly owned subsidiary of NextPlay Technologies, Inc.

(“NextPlay”).

All of the business operations of Group were conducted through its subsidiaries.

On January 25, 2023,

NextPlay and Group entered into an Amended and Restated Separation Agreement (“Separation Agreement”), Amended and

Restated Operating Agreement (“Operating Agreement”), and Exchange Agreement (“Exchange Agreement”),

together the Agreements (“Agreements”), whereby NextPlay transferred their interest in the travel business to Group.

Pursuant to the Exchange Agreement, NextPlay exchanged 1,000,000 Membership Units of Group for 400,000 Preferred Units of Group,

with a value of $10 per unit.

Prior to the exchange for Preferred Units, Group had a payable due to NextPlay of $17,295,873,

representing cash advances and payment of expenses by NextPlay on behalf of Group, while NextPlay had obligations to provide ongoing

support to NextTrip.

Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s

ongoing support obligations except for a $1.5 million advance remaining under a promissory note and as such NextTrip recorded the

payable as contributed capital.

completed the reverse acquisition of Sigma on December 29, 2023.

Sigma traded on Nasdaq as SASI which has had a name change to NextTrip,

and now trades as NTRP on Nasdaq.

per the acquisition with Sigma as noted above, the 400,000 Preferred shares will be exchanged for common shares in NextTrip, Inc.

Closing Shares were issued to NextPlay on December 29, 2023, and 486,999 Contingent Shares will be issued when and if the business milestones

are achieved.

has accounted for the reverse merger as NextTrip being the accounting acquirer and will report the financial results as such on a going

forward basis.

The capital section reflected in the financial statements are that of NextTrip, Inc.

and the operating results are that

of the accounting acquirer’s financials.

All assets, liabilities and results of operations assumed in the transaction are the basis

of the financial information discussed in this Management’s Discussion and Analysis of Financial Conditions and Results of Operations,

as well as the financial statements of NextTrip included elsewhere in this Report.

Accounting Policies and Estimates

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are revenue recognition, impairment of long-lived assets, values of stock compensation awards and stock equivalents granted as offering

costs, and allowance for bad debts and inventory obsolescence.

Such critical accounting policies, including the assumptions and judgments

underlying them, are disclosed in Note 1 to the Financial Statements included in this Annual Report.

However, we do not believe that

there are any alternative methods of accounting for our operations that would have a material effect on our financial statements.

costs, and allowance for bad debts.

Such critical accounting policies, including the assumptions and judgments underlying them, are disclosed

in Note 1 to the Financial Statements included in this Annual Report.

However, we do not believe that there are any alternative methods

of accounting for our operations that would have a material effect on our financial statements.

critical accounting policies and estimates addressed below reflect our most significant judgements and estimates used in the preparation

of our financial statements.

Recognition - The Company’s revenue is derived primarily from sales of our software and related hardware suite under perpetual

licenses and from providing engineering services under contracts.

The Company recognizes revenue in accordance with ASC Topic No.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2014-09, Revenue from Contracts

with Customers .

ASU 2014-09 is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition

guidance under prior GAAP and replaced it with a principles-based approach for determining revenue recognition.

The core principle of

the standard is the recognition of revenue upon the transfer of promised goods or services to customers in an amount that reflects the

consideration to which the company expects to be entitled in exchange for those goods or services.

In general, we determine revenue recognition

(1) identifying the contract, or contracts, with our customer;

(2) identifying the performance obligations in the contract;

(3) determining

the transaction price;

(4) allocating the transaction price to performance obligations in the contract;

and (5) recognizing revenue when,

or as, we satisfy performance obligations by transferring the promised goods or services.

January 2022, the Company began offering a subscription option to its customers pursuant to which we lease our PrintRite3D platform

for terms between 12 and 36 months and provide technical support and maintenance for the term of the arrangement, as well as installation

and training.

The Company has determined these are leases because they relate to discrete pieces of equipment to which customers have

the right to substantially all the economic benefit and exclusive right to use during the term of the arrangement.

These leases are classified

as operating leases and the Company retains title to the underlying equipment.

leases may be renewed for successive one-year terms unless notice is given by either party of its intent not to renew at least 30 days

before the end of the lease term.

For leases with 36-month terms, the lessee may terminate the agreement after the first 18 months with

30-days written notice.

Some, but not all, of the leases permit lessees to purchase the asset at any time at an amount that approximates

fair value and are not reasonably certain to be exercised at the inception of the lease.

There are no anticipated variable lease payments

at the inception of the lease.

are two non-lease components in the arrangement that consist of technical support and maintenance, and installation and training.

Company has elected the single component practical expedient to combine the technical support and maintenance with the lease as they

have the same pattern of transfer.

The installation and training component does not have the same pattern of transfer;

therefore, this

component is not eligible for the single component practical expedient.

The lease consideration is allocated on a relative fair value

basis of the underlying lease and non-lease components.

The Company has estimated the residual value of the leased equipment based on

its useful life, and the ability to refurbish and sell the equipment, as well as the Company’s ability to componentize the hardware

and utilize subassemblies in other products.

Company is depreciating assets over their useful life of 7 years, but certain subassemblies and components may have a longer economic

Receivable and Allowance for Doubtful Accounts - Trade accounts receivable are carried at original invoice amount less an estimate

made for doubtful accounts.

We determine the allowance for doubtful accounts by identifying potential troubled accounts and by using

historical experience and future expectations applied to an aging of accounts.

Trade accounts receivable are written off when deemed

uncollectible.

Recoveries of trade accounts receivable previously written off are recorded as income when received.

- While we do not believe that inflation had a material effect on our business, financial condition or results of operations during

the year ended December 31, 2022, we experienced increases in wages and other compensation costs, and costs for certain components of

our PrintRite3D product.

If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher

costs through price increases.

Our inability or failure to do so could materially adversely affect our business, financial condition

and results of operations.

Valuation - Inventories consist of raw materials used in the production of customized parts, work-in-process and finished goods components

which will be sold to customers.

Inventories are valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO)

Charges for obsolete inventory are based on specific identification of inventory items resulting from regular, on ongoing reviews

of our build of materials.

- The Company primarily leases office space from third parties.

The Company determines if a contract is a lease at inception.

contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The lease term begins on the commencement date, which is the date the Company takes possession of the asset and may include options to

extend or terminate the lease when it is reasonably certain that the option will be exercised.

Leases are classified as operating or

finance leases based on factors such as the lease term, lease payments, and the economic life, fair value and estimated residual value

of the asset.

Where leases include an option to purchase the leased asset at the end of the lease term, this is assessed as a part of

the Company’s lease classification determination.

The Company only has short-term leases, with remaining lease terms of less than

The leases are cancelable at any time upon 45 days written notice.

Therefore, the Company has elected the short-term lease

recognition exemption for all leases, whereby leases are not recorded on the Company’s balance sheet and lease payments are recognized

as lease expense on a straight-line basis over the lease term.

and Intangible Assets – Long-lived assets and certain identifiable definite life intangibles to be held and used by the Company

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows and the estimated

liquidation value of such long-lived assets and provides for impairment if such undiscounted cash flows are insufficient to recover the

carrying amount of the long-lived assets.

If impairment exists, an adjustment is made to write the asset down to its fair value, and

a loss is recorded as the difference between the carrying value and fair value.

Fair values are determined based on quoted market values,

discounted cash flows or internal and external appraisals, as applicable.

Assets to be disposed of are carried at the lower of carrying

value or estimated net realizable value.

Utility patents are amortized over a 17-year period.

Patents which are pending are not amortized.

Stock-Based Compensation – We measure the compensation costs of stock-based compensation arrangements based on the grant-date

fair value and recognize the costs in the financial statements over the period during which employees are required to provide

Stock-based compensation arrangements may include stock options, grants of shares of common stock with and without

restrictions, performance-based awards, share appreciation rights and employee share purchase plans.

Stock-based compensation is

measured on the date of grant at its fair value.

of Presentation and Principles of Consolidation

financial statements and related disclosures are prepared pursuant to the rules and regulations of the SEC for annual financial statements,

as applicable.

The Financial Statements have been prepared using the accrual basis of accounting in accordance with GAAP.

financial statements of NextTrip have been prepared on a consolidated basis with those of its wholly owned subsidiaries.

All intercompany

transactions and balances have been eliminated in consolidation.

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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.

These differences could have a material effect on NextTrip’s future results of operations and financial position.

Significant items subject to estimates and assumptions include the carrying amounts of intangible assets, depreciation and amortization.

about key assumptions and estimation uncertainty that has a significant risk of resulting in a material adjustment to the carrying amounts

of NextTrip’s assets and liabilities within the next financial year are referenced in the notes to the financial statements as

assessment of NextTrip’s ability to continue as a going concern;

measurement and useful life of intangible assets and property and equipment;

Recoverability

of long-lived assets

accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s

best estimate of the amount of probable credit losses in its existing accounts receivable.

Company considers trade accounts receivable to be fully collectible;

accordingly, no allowance for doubtful accounts is required.

amounts become uncollectible, they will be charged to operations when that determination is made.

accounts receivable balances as of February 29, 2024 and February 28, 2023, were $34,082 and $0, respectively.

from NextPlay under the promissory note as described in NOTE 1 – Business Description and Going Concern were $2,567,665

and $1,933,908 respectively.

Management has determined that, since NextPlay is in default under the terms of the promissory note, collectability

of the entire related party receivable as of February 29, 2024 is uncertain, and has therefore established an allowance for doubtful

accounts of $1,567,665.

As of February 28, 2023, no allowance for doubtful accounts was established.

measures separately acquired intangible assets at cost less accumulated amortization and impairment losses.

NextTrip recognizes internally

developed intangible assets when it has determined that the completion of such is technically feasible, and it has sufficient resources

to complete the development.

Subsequent expenditures are capitalized when they increase the future economic benefits of the associated

All other expenditures are recorded in profit or loss as incurred.

assesses whether the life of intangible assets is finite or indefinite.

NextTrip reviews the amortization method and period of use of

its intangible assets at least annually.

Changes in the expected useful life or period of consumption of future economic benefits associated

with the asset are accounted for prospectively by changing the amortization method or period as a change in accounting estimates in profit

NextTrip has assessed the useful life of its trademarks as indefinite.

estimated useful lives for NextTrip’s finite life intangible assets are as follows:

Development Costs

capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance

with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed,

requiring certain software development costs to be capitalized upon the establishment of technological feasibility.

The establishment

of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management

with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware

technologies.

Amortization of the capitalized software development costs begins when the product is available for general release to

Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

of Intangible Assets

accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, NextTrip assesses the impairment of identifiable intangible

assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors it considers important,

which could trigger an impairment review include the following:

Significant underperformance compared to historical or projected future operating results;

Significant changes in the manner or use of the acquired assets or the strategy for the overall business;

Significant negative industry or economic trends.

NextTrip determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of

the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, NextTrip

records an impairment charge.

NextTrip measures any impairment based on a projected discounted cash flow method using a discount

rate determined by management to be commensurate with the risk inherent to the current business model.

Significant management judgment

is required in determining whether an indicator of impairment exists and in projecting cash flows.

Intangible assets that have finite

useful lives are amortized over their useful lives.

adopted ASU 2016-02 (Topic ASC 842) Leases, which requires a lessee to recognize a lease asset and a leases liability for operating leases

arrangements greater than twelve months.

determine if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”)

assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets.

Finance leases are

included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.

assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, we generally use our incremental

borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

Our lease terms may include

options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments

is recognized on a straight-line basis over the lease term.

recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations

in the contracts, determining transactions price, allocating transaction price to the performance obligation, and recognizing revenue

when the performance obligation is satisfied.

recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation

has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability is reasonably

Revenue for customer travel packages purchased directly from NextTrip are recorded gross (the amount paid to NextTrip by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations

throughout the world.

controls the specified travel product before it is transferred to the customer and is therefore a principal, including but not limited

to, the following:

is primarily responsible for fulling the promise to provide such travel product.

has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to a customer.

has discretion in establishing the price for the specified travel product.

for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at

the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).

time to time, payments are made to suppliers in advance of customer bookings as required by hotels.

These payments are recognized as

costs of goods at the earlier of the date of travel or the last date of cancellation.

measure the compensation costs of stock-based compensation arrangements based on the grant-date fair value and recognize the costs in

the financial statements over the period during which employees are required to provide services.

Stock-based compensation arrangements

may include stock options, grants of shares of common stock with and without restrictions, performance-based awards, share appreciation

rights and employee share purchase plans.

Stock-based compensation is measured on the date of grant at its fair value.

instruments issued to non-employees are recorded on the basis of the grant date fair value of the instruments.

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based on the facts and circumstances of each particular grant.

grant date fair value of stock-based compensation and other equity instruments is calculated using the Black Scholes valuation

model, and requires estimates of several inputs to the model, including risk-free interest rates, dividends, and expected volatility

of our stock price.

grant date fair value of stock-based compensation and other equity instruments is calculated using the Black Scholes valuation model,

and requires estimates of several inputs to the model, including risk-free interest rates, dividends, and expected volatility of our

of Operations

Ended December 31, 2022 Compared to the Year Ended December 31, 2021

generate revenues through hardware and software licensing of our PrintRite3D® technology to customers that seek to improve their

manufacturing production processes, and through ongoing annual software upgrades and maintenance fees.

Additionally, we generate revenues

from development work utilizing our metal AM equipment and engineering team.

Our ability to generate revenues in the future will depend on our ability to

further commercialize and increase market presence of our PrintRite3D® technologies, and it will depend on whether key prospective

customers continue to move from AM metal prototyping to production.

and Headcount

December 31, 2022, our full time employee headcount was 25, as compared to 33 at December 31, 2021.

The decrease of 8 employees was primarily

related to the shift in our business model as we move away from selling expensive perpetual licenses for PrintRite3D, in which most of

the cost comes from physical hardware, to setting up for our future software-only subscription model.

labor market is extremely competitive, and our highly trained, skilled, and talented employees are heavily recruited by others.

end, we have made additional investments in our employees designed to ensure we remain competitive in the marketplace.

This also aligns

well with, and reinforces, our “employee first” culture.

In addition to salaries, we improved our benefits by offering a

premium health care plan option and increasing the Company’s contribution to premiums.

We have also added a Company paid short-term

disability insurance plan and optional long-term disability insurance plan.

And finally, we have increased equity related compensation

to everyone in our Company, from non-employee directors to executive management to employees and consultants.

We believe that this is

an important component of aligning shareholder, company, and employee interests and vests everyone in the growth and success of Sigma.

Infrastructure

addition to the investments made to improve our manufacturing processes and engineering designs, in fiscal 2021 we added new software

applications to assist us in achieving the leverage we need in our operations, both now and for the future.

In particular, we added software

subscriptions for a customer relationship management system (CRM”), a product lifecycle management system (“PLM”),

and a project tracking and management system, all of which we believe will help us improve controls, efficiency and communication throughout

and Cost of Revenue

the fiscal year ended December 31, 2022 (“fiscal 2022”), we generated $630,428 in revenues, as compared to $1,651,765 in the fiscal year ended December 31, 2021 (“fiscal 2021”).

The decrease was due to a decrease in perpetual

license sales of our PrintRite3D® units of $1,141,323 and decreased contract additive manufacturing revenue of $11,189.

Partially offsetting these decreases were an increase in revenues of $31,177 from our subscription-based pricing program, increased

revenues from our legacy Rapid Test and Evaluation (“RTE”) program of $33,000, increased on-site installation and

support revenue of $35,035, an increase in consulting service revenue of $4,500, and an increase in annual maintenance contract

revenue of $27,463.

Our cost of revenue for fiscal 2022 was $349,930, as compared to $559,965 for fiscal 2021, a

decrease of $210,035, or 37.5%.

The decrease was primarily attributable to fewer unit sales in 2022, partially offset by increased

travel costs incurred related to installations from 2021 sales.

fiscal year 2022, our gross margin decreased to 44% from 66% in 2021 due primarily to an increase in the price of certain

PrintRite3D system components as a result of configuration changes, discounted sales to universities and research institutions as members of our AcGovDustrial Network, and

the aforementioned increase in travel costs incurred related to system installations.

operating expenses for fiscal 2022 were $9,029,502 as compared to $9,571,185 for fiscal 2021, a decrease of $541,683, or 5.7%.

decrease was primarily attributable to a decrease in stock-based compensation, a decrease in operating and research and development

costs, partially offset by increases in salary and benefits, office expenses due to a company-wide global conference held in May of

2022, and increased business travel in 2022 as further described below.

and benefits costs were $4,740,437 for fiscal 2022, as compared to $4,286,368 for fiscal 2021, an increase of $454,069, or 10.5%.

increase was comprised of:

(a) $534,963 in employee salary increases and average full-time employee headcount increasing by two;

a $79,289 increase in severance due to the termination of employment of six employees;

and (c) increased taxes and benefits of $174,616.

Partially offsetting these increases were:

(1) a decrease in commissions of $24,815;

(2) a decrease in incentive

bonuses of 215,490;

and (3) a decrease in stock appreciation rights expense of $94,494 due to the revaluation of the compensation liability

as a result of the decrease in our stock price in fiscal 2022.

compensation was $793,251 for fiscal 2022, as compared to $1,066,455 for fiscal 2021, a decrease of $273,204, or 25.6%.

This decrease

was primarily due to fewer stock options granted in fiscal 2022.

incurred operations and research and development costs of $653,194 during fiscal 2022, as compared to $890,553 in fiscal 2021, a decrease

Ended February 29, 2024 Compared to the Year Ended February 28, 2023

the year ended February 29, 2024, NextTrip recognized revenue of $458,752 as compared to $382,832 in the same period in 2023, an increase

of $75,920, or 19.8%.

The decrease was primarily due to a decrease in operations costs of $224,335 and a decrease in research and development

costs of $13,024.

The decrease in operations expense was due to:

(a) a decrease in charges for inventory obsolescence of $81,544;

equipment upgrades in 2021 in both our manufacturing facility and our 3D metal printer totaling $14,777;

material purchases of $107,936;

and (d) a decrease in purchase of lab supplies of $20,078.

The decrease in research and development costs

was due to expenses associated with a simulation project in 2021 of $97,188, partially offset by an increase in consulting costs of $64,164

in connection with ongoing PrintRite3D software development and $20,000 for research on laser application of PrintRite3D for a new OEM.

incurred investor, public relations, and marketing expenses of $422,645 during fiscal 2022, as compared

to $503,823 during the same period in 2021.

The decrease of $81,178, or 16.1%, was due to a decrease in investor relations

consulting costs of $84,832 resulting from a revaluation of SARs at December 31, 2022 and lower advertising

expenses of $11,301.

Partially offsetting these decreases was an increase in tradeshow expenses of $14,955 as compared to 2021, when COVID-19

travel restrictions precluded attendance at such events.

Organizational

costs for fiscal 2022 were $311,606, compared to $726,147 for fiscal 2021.

The decrease of $414,541, or 57%, was primarily

attributable to:

(a) a decrease in non-employee director fees of $369,830, mostly as a result of a decrease in stock options issued;

and (b) a decrease in stockholder services of $43,832, primarily due to expenses incurred in 2021 in connection with a special

stockholders meeting.

and professional fees in fiscal 2022 were $725,285, as compared to $915,530 during fiscal 2021, a decrease of $190,245, or 20.8%.

This decrease was a result of a decrease in legal expenses of $25,757 due to one less stockholder meeting and fewer regulatory

filings in fiscal 2022, a decrease in recruiting expenses of $109,061 related to new hires in 2021, a decrease in consulting

expenses of $38,915 and a decrease in accounting fees of $16,089 due to the fulltime hire of former outside accounting

expenses for fiscal 2022 were $914,802, as compared to $734,386 for fiscal 2021, an increase of $180,416, or 24.6%.

The increase resulted

(a) an increase in travel and entertainment of $82,241 related to increased travel as compared to fiscal 2021 as a result of the

easing of COVID-19 related travel restrictions;

(b) an increase in expenses of $109,435 related to a Company-wide, global conference

held in May of 2022;

(d) an increase in dues and subscriptions

of $38,847 for new customer relationship management, product lifecycle management, and project management software;

and (e) an increase

in utilities expenses of $2,459.

Partially offsetting these increases were decreases in postage and shipping of $47,580, and decreases

in office supplies of $11,998 and education expenses of $3,723.

operating expenses were $352,115 for fiscal 2022, as compared to $353,818 for fiscal 2021, a decrease of $1,703.

The increase was a result of the continued implementation of the company’s booking engine.

of revenue for the year ended February 29, 2024, was $397,532 as compared to $354,921 for the same period in 2023, an increase of $42,611,

The increase was attributable to the increase in revenue in the year ended February 29, 2024, as compared to the same period

Operating expenses totaled $5,740,577 for the year ended February 29, 2024,

versus $4,979,766 for the year ended February 28, 2023.

The increase of $760,811, or 15.3% was due to an increase in professional service

fees of $806,076, an increase in depreciation and amortization of $761,524, an increase in other operating expenses of $91,838, stock

based compensation of $116,512, and organization costs of $25,000.

Partially offsetting these increases were a decrease in salaries and

benefits of $519,809, a decrease in general and administrative expenses of $57,455, a decrease in sales and marketing expenses of $222,887,

and a decrease in technology expenses of $239,988.

& Stock based compensation expenses were $1,604,487 for the year ended February 29, 2024, as compared to $2,124,296 for the same

period in 2023.

The decrease of $519,809 or 24.5% was the result of a reduction in the number of employees which was offset by the increase

in professional contracted staff.

Based Compensation

based compensation totaled $116,512 for the year ended February 29, 2024, versus $0 for the year ended February 28, 2023.

was attributable to expense associated with the assumption of Sigma’s outstanding stock options upon completion of the reverse

merger transaction.

on Promissory Note Receivable .

loss of $1,567,665 on the promissory note receivable for the year ended February 29, 2024 is attributable to the establishment of a reserve

taken on the total outstanding balance due from NextPlay of $2,567,665.

Management has determined that, since NextPlay is in default

under the terms of its promissory note, collectability of the entire related party receivable as of February 29, 2024 is uncertain.

of February 28, 2023, no allowance for doubtful accounts was established.

and Administrative Expense

and administrative expense for the year ended February 29, 2024 was $152,106, versus $209,561, a decrease of $57,455.

The decrease was

(a) a decrease in SEC filing fees of $6,102;

(b) a decrease in licensing fees of $2,166;

and (c) a decrease in bank fees,

primarily credit card transaction fees of $9,325.

These decreases were partially offset by an increase in insurance policy premiums

for fiscal 2022 of $15,890.

In fiscal 2022, we

realized net other income of $56,580, as compared to $1,094,780 in fiscal 2021.

The decrease of $1,038,200, or 94.8%, was due to a

gain in fiscal 2021 of $1,092,441 from the revaluation of the derivative liability related to our private placement of warrants, a

foreign currency exchange loss of $15,927 in fiscal 2022 due to the strengthening of the US dollar against the Euro, and a decrease

in interest income of $6,460.

Partially offsetting these decreases was an increase of $76,628 in New Mexico state incentives in fiscal 2022.

net loss before preferred dividends for fiscal 2022 increased by $1,307,819 and totaled $8,692,424, as compared to a net loss before

preferred dividends of $7,384,605 for fiscal 2021.

Net loss applicable to common stockholders for fiscal 2022 was $8,749,304, as

compared to $7,488,172 for fiscal 2021.

The fiscal 2022 net operating loss component of the overall loss was $269,619 higher than in

fiscal 2021 and the other income component was $1,038,200 lower.

Preferred stock dividends were $56,880 in fiscal 2022 and $103,567

in fiscal 2021.

primarily attributable to a reduction in rent expense of $28,000 and a decrease in medical insurance premiums due to fewer employees

in fiscal 2024 as compared to fiscal 2023.

and Marketing Expense

and marketing expenses were $484,250 for the year ended February 29, 2024, as compared to $707,137 for the same period in 2023.

of $222,887 or 31.5% was primarily related to reduced marketing costs during the booking engine enhancement upgrade.

Service Fees were $1,421,508 for the year ended February 29, 2024, as compared to $615,432 for the same period in 2023.

of $806,076 or 131% was the result of an increase in the number of professional contracted staff and an increase in legal costs associated

with various public company filings.

expenses for the year ended February 29, 2024 were $311,430, as compared to $551,418 for the year ended February 28, 2023.

decrease of $239,988, or 43.5% was primarily attributable to a decrease in website maintenance and bug fixes of $137,258, a decrease

in software licensing expenses of $41,215 due to renegotiation of licensing agreements and adoption of more cost-effective

solutions, a decrease of $13,420 in cloud database and networking expenses related to optimization of our cloud infrastructure, and

a decrease in software hosting expenses of $83,109 due to consolidation of services.

Partially offsetting these decreases was an

increase in dues and subscriptions of $7,888 in new services to support the Company’s operations, and an increase of $29,341

in expenses associated with maintenance and support of the Company’s technology infrastructure.

costs were $25,000 for the year ended February 29, 2024, as compared to $0 for 2023.

The increase is attributable to compensation expense

for our directors subsequent to the reverse acquisition of Sigma on December 29, 2023.

and Amortization

and amortization expense for the year ended February 29, 2024, was $1,468,762 as compared to $707,238 for the same period in 2023, an

increase of $761,524 or 107.6%.

The increase was primarily the result of amortization of software additions during the year as well as

amortizing certain software purchases, in particular the BookIt.com asset, over a shorter period due to its estimated useful life.

expenses totaled $156,522 for the year ended February 29, 2024, as compared to $64,684 for the year ended February 28, 2023.

of $91,838, or 142.0% was primarily due to an increase in D&O insurance premiums.

Income (Expense)

expense was $977,480 for the year ended February 29, 2024, as compared to other expense of $81,641 for the same period in 2023.

increase of $895,839 was primarily due to the loss on the promissory note receivable of $1,567,665, partially offset by other income

in the amount of $486,633 of which $479,460 was due to the reversal of accrued expenses.

Such reversal was offset by the allocation

of expenses to the appropriate expense accounts.

Additionally, the gain on the extinguishment of liability in the amount of $166,889

resulted from the exchange of a consulting expense for the issuance of common shares.

net loss of $14,718 on the disposal of assets was due to a reduction in goodwill of $52,310, partially offset by a gain of $37,592

on the sale of assets to Divergent, and the decrease in interest expense of $23,251 was due

to the conversion of convertible notes to common shares on December 29, 2023.

Loss From Continuing Operations

the year ended February 29, 2024, the net loss from continuing operations totaled $6,656,837 as compared to a net loss from

continuing operations of $5,033,496 for the year ended February 28, 2023.

The operating loss component increased by $727,502 in

2024, and the other loss component increased by $895,839.

Loss From Discontinued Operations

net loss from discontinued operations of $675,314 for the year ended February 29, 2024 consisted primarily of expenses incurred attributable

to the legacy business operations of Sigma, and were comprised of $528,930 in retention bonuses paid to former Sigma employees, salaries

and benefits of $28,475, severance of $62,500 and organization and other expenses of $60,415.

Partially offsetting these expenses was

$5,006 in revenue related to a maintenance contract.

Loss Applicable to Common Shareholders

net loss applicable to common shareholders totaled $7,339.276 for the year ended February 29, 2024, as compared to $5,033,496 for the

year ended February 28, 2023.

Preferred dividends were $7,125 in 2024 and $0 in 2023.

and Capital Resources

to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt

about our ability to continue as a going concern for 12 months from the date of the filing of this Annual Report, and the report of

our registered independent public accounting firm on our financial statements as of and for the year ended December 31, 2022

included in Item 15 of this Annual Report contains a going concern qualification.

of December 31, 2022, we had $2,845,931 in cash and working capital of $3,644,522, as compared to $11,447,047 in cash and working capital

of $ 11,702,358 as of December 31, 2021.

currently have no arrangement to obtain any additional financing.

We have taken several steps to conserve our cash, including

furloughing non-essential employees, reducing or eliminating certain marketing and advertising programs, limiting employee travel,

and reducing investor relations expenses and certain consulting expenses.

Our existing cash on hand and anticipated revenues are sufficient to fund our

remaining anticipated operating costs and capital expenditure requirements only through May 2023.

We have based this estimate on

assumptions that may prove to be wrong, and we could exhaust our capital resources sooner than we expect, or extend such resources longer than we expect.

of the numerous risks and uncertainties associated with the research, development, and commercialization of our products, we are unable

to estimate the exact amount of our working capital requirements.

Our future capital requirements will depend on many factors, including:

cost of expending, maintaining, and enforcing our intellectual property portfolio, including filing, prosecuting, defending and enforcing

our patent claims and other intellectual property rights;

effect of competing technological and market developments;

revenue from the sales of our existing and future products;

cost of operating as a public company;

other factors listed under Item 1A “Risk Factors.”

major sources of funding have been proceeds from public and private offerings of our equity securities (both common stock and preferred

stock), and from warrant exercises.

In 2022, we did not raise any funds.

In January 2021, the Company closed a public offering of 1,711,783

shares of common stock at $3.00 per share, resulting in net proceeds of approximately $4,532,444 after deducting underwriting discounts

and commissions and other offering expenses payable by the Company.

In March 2021, the Company closed a public offering of 2,190,000

shares of common stock at $4.445 per share, resulting in net proceeds to the Company of approximately $8,736,488 after deducting placement

agent commissions and other offering costs payable by the Company.

Concurrent with the public offering, the Company issued warrants to

investors to purchase an aggregate of 2,190,000 shares of common stock to holders in a private placement.

The warrants entitle the holders

to purchase one share of our common stock at an exercise price equal to $4.32 per share commencing on May 24, 2021 and will expire two

years from such date.

will need to raise additional amounts to fund our operations, maintain compliance with the NASDAQ listing requirements and implement

our business plan.

There is no assurance as to the amount and availability of any required future financing or the terms thereof.

Such financing, if in the form of equity, may be highly dilutive to our existing stockholders and may otherwise include onerous

If in the form of debt, such financing may include covenants and repayment obligations which may be difficult to meet and

that could adversely affect our business and operations.

To the extent that funds are not available to us, we may be required to

delay, limit, or terminate our business and operations and lose our NASDAQ listing.

we expect that continued enhancements of our IPQA®-enabled PrintRite3D® technology, together with transitioning to a

subscription-based, software-only product offering will enable us to further commercialize this technology into the AM metal market

in 2023, we will be unable to do so without additional funding.

Should we be able to secure such funding, we plan to seek to

continue funding our development activities and operating expenses by licensing our PrintRite3D® systems and supporting field

services, as applicable, and providing PrintRite3D®-enabled engineering consulting services concerning our areas of expertise

(materials and manufacturing quality assurance and process control technologies) and through the use of proceeds from sales of our

securities and potential exercises of our outstanding warrants.

to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about

our ability to continue as a going concern for 12 months from the date of the filing of this Annual Report, and the report of our registered

independent public accounting firm on our financial statements as of and for the year ended February 29, 2024 included in Item 15 of

this Annual Report contains a going concern qualification.

of February 29, 2024, NextTrip had $323,805 in cash, an accumulated deficit of $24,151,139 and a working capital deficit of $245,005

compared to $282,475 in cash, an accumulated deficit of $16,811,863 and a working capital deficit of $2,310,654 as of February 28, 2023.

date, NextTrip has financed its operations primarily through revenue generated from operations, the issuance of convertible debt, advances from related parties,

and private placements of its securities.

March 15, 2024, the Company’s Board of Directors approved the Company to enter into an unsecured promissory note for a line of

credit with Messrs.

Monaco and Kerby, the Company’s Chairman of the Board of Directors and Chief Executive Officer, respectively,

for the aggregate principal amount of $500,000.

Under the terms of the note, advances under the line of credit may be made at the Company’s

request until May 31, 2024.

The note bears an annual interest rate of 7.5% and matures on February 28, 2025, and may be prepaid by the

Company at any time prior to maturity without penalty.

As of April 19, 2024, the full principal amount of the note had been advanced

to the Company and remains outstanding.

April 25, 2024, the Company’s Board of Directors approved the Company to enter into a series of unsecured promissory notes with

certain related parties, including investors, directors, officers and employees, who shall individually provide funds for the aggregate

principal amount of $1,000,000.

The notes bear an annual interest rate of 7.5% and shall mature one year from the date of each note’s

execution and may be prepaid by the Company at any time prior to maturity without penalty.

As of July 10, 2024, the full principal amount

of $1,000,000 had been advanced to the Company and remains outstanding.

will need to raise additional funds through equity or debt financings or other means to support its on-going operations, increase market

penetration of its products, expand the marketing and development of its travel and technology driven products, provide capital expenditures

for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating

costs and maintaining compliance with NASDAQ listing requirements until planned revenue streams are fully implemented and begin to offset

the Company’s operating costs.

The Company estimates that it will require a minimum of $5.5 million to continue operations for the next twelve months.

is no assurance as to the amount and availability of any required future financing or the terms thereof.

Such financing, if in the form

of equity, may be highly dilutive to our existing stockholders and may otherwise include onerous terms.

If in the form of debt, such

financing may include covenants and repayment obligations which may be difficult to meet and that could adversely affect our business

and operations.

To the extent that funds are not available to us, we may be required to delay, limit, or terminate our business and operations

and lose our NASDAQ listing.

Cash Used in Operating Activities

fiscal 2022, net cash used in operating activities was $8,212,154, which was the result of a net loss of $8,692,424 before preferred

dividends and the use of cash for working capital of $543,280, partially offset by non-cash expenses of $1,023,550 related to

depreciation and amortization of $116,167, and stock-based compensation of $907,383.

Changes in working capital were driven by an increase in inventory of $240,863, a decrease in deferred revenue of $28,782, and a decrease in accounts payable and

accrued expenses of $323,259, partially offset by a decrease in accounts receivable of $40,572.

The increase in inventory was

primarily due to stocking of certain components of our PrintRite3D systems with long order lead times, and an increase in contract

assets resulting from PrintRite3D systems on our lease program.

The decrease in accounts payable and accrued expenses was primarily

due to a decrease in accrued bonuses in 2022.

fiscal 2021, net cash used in operating activities was $6,298,959, driven by a net loss of $7,384,605 before preferred dividends,

partially offset by non-cash expenses of $769,787 and cash generated from working capital of $315,859.

Non-cash expenses were

comprised of:

(1) depreciation and amortization of $94,105;

and (2) stock-based compensation of $1,768,123;

partially offset by a gain on derivative liability of $1,092,441.

Cash generated from working capital was driven by an increase in accounts payable and

accrued expenses of $373,563 primarily as a result of increased accrued bonuses in 2021, and an increase in deferred revenue of

$70,898, partially offset by increases in accounts receivable of $80,630 and inventory of $50,429.

The increase in accounts

receivable was due to increased sales, and the increase in inventory was primarily due to stocking of certain components of our

PrintRite3D systems with long order lead times.

Cash Used by Investing Activities

cash used by investing activities in fiscal 2022 was $388,962, as compared to $359,750 in fiscal 2021.

The increase was due to

increased patent costs of $47,112, partially offset by a decrease in purchases of property, plant and equipment of

cash used in operating activities from continuing operations during the year ended February 29, 2024, was $5,056,095 as compared to $3,792,600

during the same period in 2023, an increase of $1,263,495 or 33.3%.

the year ended February 29, 2024, the net cash used in operating activities from continuing operations was the result of a net loss

of $6,656,837, partially offset by changes in working capital of $1,400,025 and non-cash expenses of $3,000,767.

expenses were primarily comprised of depreciation and amortization of $1,468,762 and the loss of $1,567,665 on the related party

Changes in working capital were driven by an increase in accounts receivable of $662,939, an increase in prepaid expenses of $281,506, an increase in security

deposits of $27,167, and a decrease in accounts payable and accrued expenses of $531,367, partially offset by an increase in deferred

revenue of $102,954.

cash used in operating activities from discontinued operations during the year ended February 29, 2024, was $675,314 as compared to $0

during the same period in 2023, and was related to wind down expenses associated with the legacy Sigma business.

a result, total net cash used in operating activities increased by $1,938,809 during the year ended February 29, 2024, to $5,731,409

as compared to $3,792,600 during the same period in 2023, an increase of 51.1%.

the year ended February 28, 2023, the net cash used in operating activities was the result of a net loss of $5,033,496, partially offset

by changes in working capital of $521,490 and non-cash expenses of $719,406, primarily related to depreciation and amortization.

Changes in working

capital were driven by a decrease in accounts receivable of $5,503, a decrease in prepaid expenses of $48,796, an increase in accounts

payable and accrued expenses of $533,193, a decrease in deferred revenue of $46,855 and an increase in right of use asset in the amount

Cash Provided (Used) in Investing Activities

cash provided by investing activities during the year ended February 29, 2024, was $980,936, which compares to net cash used by

investing activities of $4,290,930 during the same period of 2023, an increase of $5,271,865.

The primary causes for the increase

resulted from the reverse acquisition of Sigma, which provided cash of $417,122, and the subsequent sale of Sigma’s legacy

assets to a third party, which generated an additional $1,589,241 in cash.

Further contributing to the increase were decreases in

capitalized software development costs of $1,337,919 and a decrease in the related party promissory note of $1,933,908.

These increases were partially offset by an increase in the purchases of equipment of

Cash Provided by Financing Activities

cash was provided by financing activities in fiscal 2022.

In fiscal 2021, cash provided by financing activities was $14,404,942,

consisting of net proceeds of $13,268,932 from financings and $1,136,010 in proceeds from the exercise of warrants.

raised $4,791,804 in net proceeds during the year ended February 29, 2024, consisting of $735,037 from the issuance of convertible

notes, $1,905,970 from the issuance of common shares, $1,603,500 from the issuance of preferred shares, and $547,277 from related

party advances.

For the year ended February 28, 2023, the Company raised $8,134,955 in net proceeds consisting of advances to the

company by related parties of $4,901,452 and proceeds from the issuance of convertible notes of $3,233,503.

changing prices and rising interest rates have had no material effect on NextTrip’s continuing operations over our two most recent

fiscal years.

have no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K.

4 unchanged sentences

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What changed 10-K

Item 7. Management’s Discussion and Analysis