What changed in this filing

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Item 1. Financial Statements

2024-09-16 compared with 2023-11-13 · 575 added, 457 removed, 163 unchanged (86% of the section changed)

FINANCIAL STATEMENTS.

Additive Solutions, Inc.

Balance Sheets

Current Assets:

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

CONSOLIDATED BALANCE SHEETS

February 29, 2024

Cash and cash equivalents

Promissory note receivable, net

Accounts receivable, net

Prepaid Assets

Prepaid expenses and other current assets

Total Current Assets

Other Assets:

Non-Current assets

Property and equipment, net

Intangible assets, net

Total Other Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Security deposit

Total Non-Current Assets

Current Liabilities

Accounts payable

Deferred Revenue

Accrued expenses

Deferred revenue

Notes payable - related parties

Total Current Liabilities

Total Liabilities

Commitments & Contingencies

Stockholders’ Equity

Commitments and Contingencies

Stockholder’s Equity

Preferred Stock, $ 0.001 par value;

2 unchanged sentences

Common Stock, par value $ 0.001 , 250,000,000

1,200,000 shares authorized;

651,536 and 524,940 shares issued and outstanding, respectively

and 1,200,000 shares authorized, respectively;

shares issued and outstanding, respectively

Additional Paid in Capital

5 unchanged sentences

accompanying notes to condensed financial statements.

Additive Solutions, Inc.

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

COST OF REVENUE

Three Months Ended May 31,

Cost of revenue (exclusive of depreciation and amortization, shown separately below)

Operating Expenses

Salaries & Benefits

Salaries and benefits

Stock based compensation

Operations and R&D Costs

Investor, Public Relations and Marketing

General and administrative

Sales and marketing

Professional service fees

Organization costs

Legal & Professional Service Fees

Office Expenses

Depreciation & Amortization

Other Operating Expenses

Depreciation and amortization

Other expenses

Total Operating Expenses

LOSS FROM OPERATIONS

( 2,284,424 )

Operating loss

( 1,952,401 )

( 1,029,981 )

OTHER INCOME (EXPENSE)

Interest Income

State Incentives

Exchange Rate Gain (Loss)

Interest Expense

Other Income (Expenses)

Interest income (expense), net

Total other income (expense)

LOSS BEFORE PROVISION FOR INCOME TAXES

( 2,292,308 )

Net loss from continuing operations before taxes

( 1,987,626 )

1 unchanged sentence

Provision for income taxes

Net loss from continuing operations

$ ( 1,987,626 )

$ ( 1,095,371 )

Net gain from discontinued operations, net of taxes

( 1,978,717 )

4 unchanged sentences

$ ( 1,095,371 )

$ ( 3,964,577 )

$ ( 6,789,533 )

Net Loss per Common Share – Basic and Diluted

Weighted Average Number of Shares Outstanding – Basic and Diluted

accompanying notes to condensed financial statements.

Basic and diluted loss per common share from continuing operations(*)

Basic and diluted loss per common share from discontinued operations (*)

Basic and diluted loss per common share (*)

Basic and diluted weighted average number of common shares (*)

* On December 29,

2023, Sigma Additive Solutions, Inc.

acquired NextTrip in a reverse acquisition.

NextTrip Group, LLC was issued 83,371 shares of Sigma

Additive Solutions, Inc.

of Stockholders’ Equity

the Three Months and Nine Months Ended September 30, 2023 and September 30, 2022

the Three Months Ended September 30, 2023 and September 30, 2022

Shares Outstanding

Preferred Stock

Shares Outstanding

Paid-in Capital

Accumulated Deficit

Preferred Stock

common stock in exchange for 100 % of the issued and outstanding capital stock of NextTrip at the time of the

reverse acquisition.

The Company has reflected this transaction retroactively in these financial statements .

accompanying notes to condensed financial statements.

(FORMERLY SIGMAADDITIVE SOLUTIONS, INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

the Three Months Ended May 31, 2024, and May 31, 2023

Shares Outstanding

Preferred Stock

Shares Outstanding

Paid-in Capital

Accumulated Deficit

Balances, June 30 , 2023

( 52,524,277 )

Common Shares Sold in Public Offering

Offering Costs

Round-Up Shares Issued in Connection with Reverse Split

Preferred Stock Dividends

Stock Options Issued to Directors for Services

Stock Options Issued to Employees

Balances, September 30, 2023

( 53,406,625 )

Preferred Stock

Shares Outstanding

Preferred Stock

Shares Outstanding

Paid-in Capital

Accumulated Deficit

Balances, June 30, 2022

Balances, February 29, 2024

$ ( 24,151,139 )

2 unchanged sentences

Preferred Stock Dividends

Stock Options Issued for Third Party Services

Stock Options Awarded to Directors for Services

Stock Options Awarded to Employees

Balances September 30, 2022

Common Shares Issued for Conversion of Preferred Stock

Stock Options Issued to Employees

Balances, May 31, 2024

( 26,140,544 )

the Nine Months Ended September 30, 2023 and September 30, 2022

Preferred Stock

Shares Outstanding

Preferred Stock

Shares Outstanding

Paid-in Capital

Accumulated Deficit

Balances, December 31, 2022

$ ( 49,342,484 )

( 3,931,455 )

Common Shares Sold in Public Offering

Offering Costs

Round-Up Shares Issued in Connection with Reverse Split

Preferred Stock Dividends

Common Shares Issued for Conversion of Preferred Stock

Common Warrant Issued for Conversion of Preferred Stock

Stock Options Issued to Directors for Services

Stock Options Issued for Third Party Services

Stock Options Issued to Employees

Balances, September 30, 2023

( 53,406,625 )

Preferred Stock

Shares Outstanding

Preferred Stock

Shares Outstanding

Paid-in Capital

Accumulated Deficit

Balances, December 31, 2021

Balances, February 28, 2023( * )

$ ( 16,811,863 )

2 unchanged sentences

( 1,095,371 )

Preferred Stock Dividends

Stock Options Issued to Directors for Services

Stock Options Issued for Third Party Services

Stock Options Issued to Employees

Balances, September 30, 2022

Balances, May 31, 2023( * )

( 17,907,234 )

December 29, 2023, Sigma Additive Solutions, Inc.

acquired NextTrip in a reverse acquisition.

NextTrip Group, LLC was issued 83,371

shares of Sigma Additive Solutions, Inc.

common stock in exchange for 100 % of the issued and outstanding capital stock of NextTrip

at the time of the reverse acquisition.

The Company has reflected this transaction retroactively in these financial statements .

accompanying notes to condensed financial statements.

Additive Solutions, Inc.

Statements of Cash Flows

September 30,

Nine Months Ended

September 30,

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

OPERATING ACTIVITIES

Net Loss – Continuing Operations

$ ( 1,987,626 )

2 unchanged sentences

Noncash Expenses:

Depreciation and Amortization

Stock Based Compensation - Employees

Stock Based Compensation - Third Party Services

Stock Based Compensation - Directors

Depreciation and amortization – property and equipment and intangibles

Depreciation of right of use asset

Stock-based compensation

Gain on Sale of Property and Equipment

Change in Assets and Liabilities:

Accounts receivable

Prepaid Assets

Accounts Payable

Prepaid expenses

Accounts payable and accrued expenses

Deferred revenue

Accrued Expenses

NET CASH USED IN OPERATING ACTIVITIES

Security deposit

NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS

( 1,151,220 )

NET CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

NET CASH USED IN OPERATING ACTIVITIES

( 1,142,311 )

INVESTING ACTIVITIES

Purchase of Property and Equipment

Proceeds from Sale of Property and Equipment

Purchase of Intangible Assets

Capitalized software development costs

NET CASH USED IN INVESTING ACTIVITIES

FINANCING ACTIVITIES

Gross Proceeds from Public Issuance of Comon Stock

Offering Costs

Proceeds from issuance of convertible securities

Advances from related parties

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET CHANGE IN CASH FOR PERIOD

( 2,289,844 )

( 6,646,367 )

CASH AT BEGINNING OF PERIOD

3 unchanged sentences

Preferred stock dividends

Conversion of Preferred Shares to Common Shares

Other noncash operating activities disclosure:

Issuance of Securities for Services

Disclosure of Cash Paid for:

accompanying notes to condensed financial statements.

ADDITIVE SOLUTIONS, INC.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 - Business Description and Going Concern

Additive Solutions, Inc.

(“Sigma”), the legal acquiror of NextTrip, was initially incorporated as Messidor Limited in Nevada

on December 23, 1985, and changed its name to Framewaves Inc.

On September 27, 2010, the name was changed to Sigma Labs, Inc.

On May 17, 2022, Sigma Labs, Inc.

began doing business as Sigma Additive Solutions, and on August 9, 2022, changed its name to Sigma

Additive Solutions, Inc.

March 11, 2024, Sigma filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, with

the Secretary of State of the State of Nevada, pursuant to which, effective as of 12:01 a.m.

Pacific time on March 13, 2024, among other

things, Sigma’s corporate name was changed from Sigma Additive Solutions, Inc.

to “NextTrip, Inc.”

Company’s corporate office is located at 3900 Paseo del Sol, Santa Fe NM 87507 The consolidated financial statements include the

accounts of the Company’s wholly owned subsidiaries, NextTrip Holdings Inc.

incorporated October 22, 2015, and Extraordinary Vacations

incorporated on June 24, 2002.

to the Exchange Agreement as described below, 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”, and together, the “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

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.

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

all-inclusive travel packages.

Our proprietary booking engine, branded as NextTrip 2.0, provides travel distributors access to a sizeable

Company owns 50 %

of Next Innovation LLC (Joint Venture) and this entity is in the process of a first structure plan.

No activities nor operations

occurred in 2023 or 2024 for this entity, and NextTrip, Inc.

does not have control of the company and therefore no minority interest

was recorded.

October 12, 2023, Sigma entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”) with NextTrip, Group,

and William Kerby (the “NextTrip Representative”).

Under the terms of the Exchange Agreement, the parties agreed that Group

would sell and transfer to Sigma all of the issued and outstanding shares of NextTrip in exchange for 156,007 restricted shares of Sigma

common stock (the “Closing Shares”), issuable at closing, and the right to receive up to an additional 5,843,993 restricted

shares of Sigma common stock upon satisfaction of certain milestones set forth in the Exchange Agreement (the “Contingent Shares,”

and together with the Closing Shares, the “Restricted Shares”), which Restricted Shares are issuable to the members of Group,

on a pro rata basis, under the terms of the Exchange Agreement, subject to certain closing conditions (the “Acquisition”).

Upon the closing of the Acquisition on December 29, 2023, NextTrip became a wholly owned subsidiary of Sigma.

Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of Sigma common stock, or approximately 90.2 % of

the issued and outstanding shares of Sigma common stock immediately prior to the closing.

The Acquisition will likely result in a change

of control, with the members of Group receiving an aggregate number of shares that exceeds the number of shares that held by the legacy

shareholders of Sigma.

As a result, the Acquisition is accounted for as a reverse acquisition of NextTrip by Sigma, whereby Sigma is

treated as the legal acquirer and NextTrip is treated as the accounting acquirer.

As a result, the historical financial information presented

is that of NextTrip.

accordance with ASC 805 - 40 - 45 - 1, the consolidated financial statements prepared following a reverse acquisition

are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the

financial statements as a continuation of the financial statements of the legal subsidiary (NextTrip), with one adjustment, which

is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

adjustment is required to reflect the capital of the legal parent.

Comparative information presented in the consolidated financial statements

also is retroactively adjusted to reflect the legal capital of the legal parent.

ASC 805 - 40 - 45 - 2, the consolidated financial statements represent the continuation of the legal subsidiary

except for the capital structure, as follows:

assets and liabilities of the legal subsidiary recognized and measured at their pre-combination carrying amounts;

assets and liabilities of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business

combinations (ASC 805);

retained earnings and other equity balances of the legal subsidiary before the business combination;

amount required to be recognized as issued equity interests in the consolidated financial statements determined by adding the issued

equity interest of the legal subsidiary outstanding immediately before the business combination to the fair value of the legal parent

determined in accordance with the guidance in ASC 805 applicable to business combinations.

However, the equity structure reflects

the equity structure of the legal parent, including the equity interests the legal parent issued to affect the combination.

the equity structure of the legal subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect

the number of shares of the legal parent issued in the reverse acquisition.

assets and liabilities of Sigma Additive Solutions, Inc.

were recognized at fair value pursuant to ASC 805.

Concern – The Company has sustained losses and had negative cash flows from operating activities since its inception.

Company currently does not have sufficient cash and working capital to fund its operations and will require additional funding in the

public or private markets in the near-term to be able to continue operations.

The Company currently has no understanding or agreement

to obtain such funding, and there is no assurance that we will be successful in obtaining additional funding.

If we fail to obtain sufficient

funding when needed, we will be forced to delay, scale back or eliminate all or a portion of our commercialization efforts and operations.

As a result, there is substantial doubt about our ability to continue as a going concern.

2 – Summary of Significant Accounting Policies

of Business - Sigma Additive Solutions, Inc., a Nevada corporation (“Company,” “Sigma,” “we,”

“us” and “our”), was founded by a group of scientists, engineers and businessmen to develop and commercialize

novel and unique manufacturing and materials technologies.

The Company’s core technologies are designed to allow its customers

to combine advanced manufacturing quality assurance and process control protocols with novel materials to achieve breakthrough product

potential in many industries, including aerospace, defense, oil and gas, bio-medical, and power generation.

Stock Split - Effective September 22, 2023, we effected a 1-for-20 reverse stock split of the outstanding shares of our common stock

and a corresponding decrease in the number of shares of our common stock that we are authorized to issue.

The effects of the reverse

stock split have been retroactively reflected in all periods presented.

of Presentation - The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting

Principles (“GAAP”) in the United States of America.

In the opinion of management, all adjustments (which include only normal

recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2023

and 2022 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements

prepared in accordance with GAAP have been condensed or omitted.

These condensed financial statements should be read in

conjunction with the December 31, 2022 audited financial statements and notes thereto included in the Company’s Annual Report on

Form 10-K for the year ended December 31, 2022.

The results of operations for the period ended September 30, 2023 are not necessarily

indicative of the operating results for the full year.

Concern – The Company has sustained losses and had negative cash flows from operating activities since its inception.

September 7, 2023, we raised $ 364,555

in net proceeds pursuant to our At-The-Market Issuance Sales Agreement, or ATM Agreement, and on October 13, 2023, we raised an

additional $ 772,468

in net proceeds.

With these additional proceeds, the Company estimates that it has sufficient cash and working capital to fund its

scaled-back operations as described below pending the completion of our acquisition of NextTrip Holdings, Inc.

and sale of assets to

Divergent Technologies, Inc., or through March 2024.

The Company reduced its employee headcount, and discontinued product

development activities for the time being to ensure lowered expenses.

The Company is continuing to operate and support its existing

customers who have maintenance agreements and leases in place, supporting new installations in the field, and actively seeking

potential sales of the PrintRite3D systems and software to customers who have lease agreements in place, systems on consignment, or

otherwise express interest in Sigma’s products available for sale.

The Company completed two such sales in the quarter ended

September 30, 2023, and believes additional sales are achievable going forward as we progress towards closing the pending

transactions.

There is no assurance, however, that we will be able to close either transaction.

If we fail to complete the

acquisition of NextTrip Holdings, Inc., we intend to proceed with the sale of assets to Divergent Technologies, Inc.

and may seek to

undertake another strategic transaction, if possible, or the dissolution and liquidation or the bankruptcy of the Company.

reasons, there is substantial doubt about our ability to continue as a going concern.

Value of Financial Instruments – The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables,

accounts payable, and accrued liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of

the short period of time between the origination of such instruments and their expected realization and their current market rate of

Company does not use derivative instruments for hedging market risk or for trading or speculative purposes.

The financial statements have been prepared on a consolidated basis

with those of the Company’s wholly owned subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial

position, results of operations and cash flows at May 31, 2024 and 2023 and for the periods then ended have been made.

Certain information

and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Company suggests these condensed financial statements be read in conjunction with the February 29, 2024 audited financial statements

and notes thereto included in the Company’s Annual Report on Form 10-K.

The results of operations for the period ended May 31,

2024 are not necessarily indicative of the operating results for the full year.

Reclassification

prior year amounts have been reclassified to conform to the current period presentation.

These reclassifications had no impact on the

net earnings (loss) or financial position.

Note Receivable

is in default under the terms of its promissory note to NextTrip, and as a result, an allowance for doubtful accounts of $ 1,567,665

was established as of February 29, 2024 as collectability of the entire receivable is uncertain.

During the three months ended May

31, 2024 and 2023, there was no

bad debt expense recorded related to the allowance account, and the allowance is unchanged as of May 31, 2024.

As of May 31, 2023, no

allowance for doubtful accounts was established.

Per Share – The computation of loss per share is based on the weighted average number of shares outstanding during the period

2 unchanged sentences

and preferred stock were excluded due to the anti-dilutive effect they would have on the computation.

At September 30, 2023 and 2022,

the Company had the following common shares underlying these instruments:

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

September 30,

At May 31, 2024 and 20223 the Company

had the following common shares underlying these instruments:

Schedule of Underlying Common Shares Excluded from Computation of Loss Per Share

Stock Options

1 unchanged sentence

Total Underlying Common Shares

following table shows the amounts used in computing loss per share and the effect on net loss and the weighted average number of potentially

dilutive shares for the periods shown:

Schedule of Computing Loss Per Share

Three Months Ended

Nine Months Ended

Net Loss Per Common Share – Basic and Diluted

Loss Applicable to Common Stockholders (numerator)

following table shows the amounts used in computing loss per share and the effect on net loss and the weighted average number of shares

of dilutive potential common stock for the periods ended May 31, 2024 and 2023:

of Amounts Used In Computing Loss Per Share and Effect On Net Loss and Weighted Average Number Of Shares

Three Months Ended May 31,

Loss from continuing operations

$ ( 1,987,626 )

$ ( 1,095,371 )

Preferred dividends

Loss from continuing operations applicable to common stockholders

( 1,998,314 )

( 1,095,371 )

Weighted Average Number of Common.

Shares Outstanding Used in Loss Per Share During the Period (denominator)

Gain from discontinued operations applicable to common stockholders

Net loss applicable to common stockholders

$ ( 1,989,405 )

$ ( 1,095,371 )

Weighted average number of common shares outstanding used in loss per share during the period (denominator)

loss per share was not presented, as the Company’s outstanding common and preferred warrants, stock options and preferred

stock common equivalent shares for the periods presented would have had an anti-dilutive effect.

At May 31, 2024, the Company had outstanding

warrants to purchase 484,063

shares of common stock, stock options exercisable

shares of common stock, 316

shares of Series E Preferred Stock, which could

be converted into 3,207

shares of common stock, 33,000

shares of Series H Preferred Stock, convertible

shares of common stock, and 30,178

shares of Series I Preferred Stock, convertible

shares of common stock, resulting in a potential

total additional 630,008

shares of common stock outstanding in the future.

At February 28, 2023, the Company had no

outstanding potentially dilutive securities.

Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions

6 unchanged sentences

obsolescence.

– The Company 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 has month-to-month leases only, cancellable upon 45 days’ 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 periodically 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.

No patents were written off in the third quarter of 2023 or in fiscal 2022.

Utility patents

are amortized over a 17 -year period.

Patents which are pending are not amortized.

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

17 unchanged sentences

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 it leases its PrintRite3D platform

for terms of 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 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 upon

at least 30 days written notice.

Some, but not all, of the leases permit lessees to purchase the equipment 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, respectively.

The Company has elected single component practical expedient accounting 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;

this component is not eligible for single component practical expedient accounting.

The consideration has been 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.

from these operating leases for the three and nine months ended September 30, 2023 was $ 8,503 and $ 36,846 , respectively.

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

allowance 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.

As of September 30,

2023 and September 30, 2022, the Company had established an allowance for doubtful accounts of $ 115,600 and $ 0 , respectively.

Lease Payments Receivable

lease payments receivable for the succeeding years ending December 31 are as follows:

Schedule of Minimum Lease Payments Receivable

Year ending December 31,

2023 (remaining)

Underlying Operating Leases:

under operating leases as of September 30, 2023 was comprised of the following:

Schedule of Assets underlying Operating Leases

September 30,

PrintRite3D Hardware

Accumulated Depreciation

Net Book Value

Company is depreciating the underlying equipment over its useful life of 7 years, but certain subassemblies and components may have a

longer economic life.

2 – Inventory

September 30, 2023 and December 31, 2022, the Company’s inventory comprised the following:

Schedule of Inventory

September 30,

Raw Materials

Work in Process

Finished Goods

Total Inventory

Company 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 assured.

Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to

the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

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

destinations throughout the world.

Company controls the specified travel product before it is transferred to the customer and is therefore a principal, based on but not

limited to, the following:

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

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

Company 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).

3 – Intangible Assets

Company’s intangible assets consist of patents and patent applications.

Company capitalizes costs incurred in connection with acquiring its patents.

These costs include registration, documentation, and legal

fees associated with the application.

Costs incurred with patents that have been previously granted are expensed as incurred.

patent applications are not amortized until a patent has been granted.

Once a patent is granted, the Company will amortize the related

costs over the estimated useful life of the patent.

If a patent application is denied, then the costs will be expensed at that time.

the nine months ended September 30, 2023, $ 43,530 of costs related to patents issued during the quarter were reclassified from provisional

patent application to patents and began to be amortized as of the date of issue.

following is a summary of definite-life intangible assets less accumulated amortization as of September 30, 2023 and December 31, 2022,

respectively:

Summary of Definite-life Intangible Assets and Accumulated Amortization

September 30,

Provisional Patent Applications

Intangible Assets, Gross

assets as of May 31, 2024, and February 29, 2024 consisted of the following:

of Intangible Assets

Software Development

Software Licenses

Accumulated amortization

Net Intangible Assets

expense on intangible assets was $ 23,102 and $ 17,010 for the nine months ended September 30, 2023 and 2022, respectively.

estimated aggregate amortization expense for years ending December 31 is as follows:

Schedule of Aggregate Amortization Expense

( 5,510,704 )

( 5,224,467 )

Intangible assets, net of amortization

expense for the three months ended May 31, 2024, and May 31, 2023 was $ 286,237 and $ 329,033 , respectively.

the three months ended May 31, 2024 and 2023, the Company recorded no impairment losses associated with the carrying value exceeding

its recoverable amount.

estimated aggregate amortization expense for years ending February 28 is as follows:

of Estimated Aggregate Amortization Expense

2025 (Remaining)

Amortization expense

legal acquisition of NextTrip Holdings, Inc.

by Sigma Additive Solutions, Inc.

on December 29, 2023 was determined to be a reverse acquisition,

with NextTrip as the accounting acquirer, using the acquisition method of accounting in accordance with ASC 805, Business Combinations.

Under this method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based upon their estimated

fair values at the date of consummation of the transaction.

to ASC 350-20, the Company assigned its goodwill to reporting units and is required to test each reporting unit’s goodwill for

impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than

not reduce the fair value of a reporting unit below its carrying amount.

The goodwill resulting from the reverse acquisition is primarily

attributable to NextTrip’s objective to obtain access to public markets to provide funding wherewithal to fund business growth.

NextTrip’s benefit in paying for these synergies in the reverse acquisition transaction are to avoid the time and expense of organizing

and executing an Initial Public Offering (“IPO”) transaction.

In the reverse acquisition, $ 1,167,805 of goodwill was allocated

to the NextTrip Reporting Unit under the acquisition method of accounting.

5 - Related Party Transactions

March 18, 2024, the Company’s wholly-owned subsidiary, NextTrip, entered into an unsecured promissory note for

a line of credit with Donald Monaco and William Kerby, the Company’s Chairman of the board of directors and Chief Executive

Officer, respectively, for the aggregate principal amount of $ 500,000

with an initial advance of $ 125,000 , provided that the aggregate principal amount of the note does not exceed $ 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.

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 May 31, 2024, the full

principal amount of the note had been advanced to the Company.

April 23, 2024, the Company’s board of directors approved the Company’s wholly-owned subsidiary, NextTrip, to enter into a series of unsecured promissory notes with

certain related parties, including investors, directors, officers and employees, who may 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 May 31, 2024, $ 424,592 had been advanced to the Company.

May 21, 2024, NextTrip issued an unsecured promissory note, in the principal amount of $ 455,000 (the “Promissory Note”),

Monaco to memorialize the terms and conditions of certain working capital advances made by Mr.

Monaco to NextTrip.

31, 2024, the outstanding principal balance of the Line of Credit Promissory Note was $ 405,000 .

The Promissory Note accrues interest

at a rate equal to 7.5 % simple interest per annum, and will automatically mature and become due and payable in full on February 28, 2025 ,

subject to certain limited exceptions.

The Promissory Note, or any portion thereof, may be prepaid by NextTrip without any penalty.

Monaco serves as Chairman of the Company’s board of directors.

The Promissory Note was approved by the Company’s Board of

Directors, including the independent members thereof.

total amounts due to related parties at May 31, 2024 and February 29, 2024 totaled $ 1,752,868

and $ 828,277 ,

respectively.

NOTE 6 – Note Payable

On May 24, 2024, the Company issued an unsecured promissory

note for $ 100,000 to an investor upon receipt of proceeds.

The note bears an annual interest rate of 7.5 % and will mature and be due and

payable on the earlier date of the completion of a public financing or October 31, 2024, unless extended by the written consent of the

The note can be prepaid at any time by the Company without penalty.

January 25, 2023, as part of the separation agreement with NextPlay Technologies Inc., the Company assumed control of a lease arrangement

for office space in Florida.

Company 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 (12) months.

determined that the arrangement was an operating lease at inception and included it in operating lease ROU assets, operating lease

liabilities - current, and operating lease liabilities - noncurrent on the balance sheet as of February 28, 2023.

facility was occupied by NextTrip employees through March 16, 2023, when the landlord informed NextTrip that it would not recognize

NextTrip as the tenant.

The Company continued to negotiate the assumption of the lease with the landlord, but was ultimately

unsuccessful, and as a result derecognized the lease in the financial statements as of February 29, 2024.

No restatement was made

for fiscal year 2023 as the Company had use of the offices at that time and was in negotiations to assume the lease from NextPlay

Technologies, Inc.

No payments have been made on the lease and no expense has been recognized for the three months ended May 31,

Rent expense for the three months ended May 31, 2023 totaled $ 37,025 .

8 - Stockholders’ Equity

September 22, 2023, we effected a 1-for-20 reverse stock split of the outstanding shares of our common stock and a corresponding decrease

in the number of shares of our common stock that we are authorized to issue.

In connection with the reverse split, we issued 40,197 common shares to round-up fractional shares to the nearest

effects of the reverse stock split have been retroactively reflected in all periods presented.

the third quarter of 2023, the Company sold 72,721

shares of common stock through our ATM Agreement, resulting in net proceeds of $ 364,555 .

the first quarter of 2023, the Company issued 11,380 shares of common stock in exchange for the conversion of 132 shares of Series D

Convertible Preferred Stock and 2,161 shares of common stock as in-kind payment of dividends thereon.

in the first quarter of 2023, the Company issued 122 shares of common stock in exchange for the conversion of 17 shares of Series E Convertible

Preferred Stock and 33 shares of common stock as in-kind payment of dividends thereon.

Company is authorized to issue 10,000,000 shares of preferred stock, $ 0.001 par value per share, of which 316 and 465 shares were issued

and outstanding at September 30, 2023 and December 31, 2022, respectively.

January 2020, the Company entered into a Securities Purchase Agreement with certain institutional investors (the

“Institutional Private Placement”), pursuant to which the Company issued and sold 1,640

shares of the Company’s newly created Series D Convertible Preferred Stock (the “Series D Preferred Stock”) at an

initial stated value of $ 1,000

Dividends accrue at a rate of 9 %

per annum (subject to increase upon the occurrence (and during the continuance) of certain triggering events described therein) and

are payable monthly in kind by the increase of the stated value of the Series D Preferred Shares by said amount.

The holders of the

Series D Preferred Shares have the right at any time to convert all or a portion of the Series D Preferred Shares (including,

without limitation, accrued and unpaid dividends and make-whole dividends through the third anniversary of the closing date) into

shares of the Company’s Common Stock at the conversion price then in effect, which was $ 6.00

as of September 30, 2023 (subject to adjustment for stock splits, dividends, recapitalizations and similar events and full ratchet

price protection in the event the Company issues or sells, or is deemed to have issued or sold, shares of Common Stock for a

consideration per share less than a price equal to the conversion price then in effect).

January 27, 2023, the holder of the remaining 132 outstanding shares of Series D Preferred Stock elected to convert such shares, which

resulted in the issuance of 13,541 shares of common stock.

September 30, 2023, there were no shares of Series D Preferred Stock outstanding.

with the Institutional Private Placement, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued

and sold to certain of its directors and the Company’s then largest stockholder 333 shares of the Company’s newly created

Series E Convertible Preferred Stock (the “Series E Preferred Stock”) at an initial stated value of $ 1,000 per share.

accrue at a dividend rate of 9 % per annum and are payable monthly in kind by the increase of the stated value of the Series E Preferred

Stock by said amount.

The Series E Preferred Stock is initially convertible into 2,428 shares of common stock (subject to adjustment

for stock splits, dividends, recapitalizations and similar events).

January 23, 2023, the holder of 17 shares of Series E Preferred Stock elected to convert such shares, which resulted in the issuance

of 155 shares of common stock.

September 30, 2023, 316 shares of Series E Preferred Stock were outstanding, which were convertible into 3,069 shares of common stock,

including in-kind dividends thereon.

On March 8, 2024, at a special meeting

of stockholders, the Company received approval to increase its authorized shares of common stock from 1,200,000

to 250,000,000

(the “Increase in Authorized”).

On March 11, 2024, the Company filed a Certificate of Amendment to its amended

and restated articles of incorporation, as amended, with the Secretary of State of the State of Nevada, pursuant to which, effective

as of 12:01 a.m.

Pacific time on March 13, 2024, the Increase in Authorized was implemented.

the first quarter of 2024, the Company issued 100,000

shares of common stock upon conversion of 100,000

shares of Series G Convertible Preferred Stock,

shares of common stock upon conversion

shares of Series H Convertible Preferred Stock,

shares of common stock upon conversion

shares of Series I Convertible Preferred Stock.

our articles of incorporation, our board of directors has the authority, without further action by stockholders, to designate one or

more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights

granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption,

liquidation preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock.

board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting

power or other rights of the holders of the common stock.

The issuance of preferred stock, while providing flexibility in connection

with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing

a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders

of common stock.

Company is authorized to issue 10,000,000

shares of preferred stock, $ 0.001

An aggregate of 63,494

shares of preferred stock were issued and outstanding at May 31, 2024 and February 29, 2024.

respectively.

E Convertible Preferred Stock

the Certificate of Designations for the Series E Preferred Stock, the Series E Preferred Shares have an initial stated value of $ 1,500

per share (the “Stated Value”).

Dividends at the initial rate of 9 % per annum will accrue and, on a monthly basis, shall

be payable in kind by the increase of the Stated Value of the Series E Preferred Stock by said amount.

The holders of the Series E Preferred

Shares have the right at any time to convert all or a portion of the Preferred Shares (including, without limitation, accrued and unpaid

dividends and make-whole dividends through the third anniversary of the closing date) into shares of the Company’s Common Stock

at an initial conversion rate determined by dividing the Conversion Amount by the Conversion Price ($ 0.13 above the consolidated closing

bid price for the trading day prior to the execution of the relates stock purchase agreement).

The Conversion Amount is the sum of the

Stated Value of the Series E Preferred Shares then being converted plus any other unpaid amounts payable with respect to the Series E

Preferred Shares being converted plus the “Make Whole Amount” (the amount of any dividends that, but for the conversion,

would have accrued at the dividend rate for the period through the third anniversary of the initial issuance date).

The Conversion Rate

is also subject to adjustment for stock splits, dividends recapitalizations and similar events.

May 31, 2024, 316 shares of the issued Series E Convertible Preferred Stock were outstanding, which if converted as of May 31, 2024,

including the make-whole dividends, would have resulted in the issuance of 3,207 shares of common stock.

F Convertible Preferred Stock

January 4, 2024, the Company filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Series F

Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993

shares of the Company’s preferred stock as Series F Convertible Preferred Stock, par value $ 0.001

per share (the “Series F Preferred”).

The Series F Preferred was designated by the Company in connection with its recent

acquisition of NextTrip, and, in the event that the Company does not have sufficient shares

of common stock available to fulfill its obligations pursuant to the Share Exchange Agreement governing the terms of the

acquisition, shares of Series F Preferred shall be issued to the previous equity holders of NextTrip in lieu of shares of Company

common stock.

terms and conditions set forth in the Series F Certificate of Designation are summarized below:

The Series F Preferred rank pari passu to the Company’s common stock.

Holders of Series F Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Company’s amended and restated articles of incorporation, as amended (“Articles”), or as

otherwise required by the Nevada Revised Statutes, holders of Series F Preferred are entitled to vote with the holders of

outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the

Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled to a number of votes equal

to the number of shares of common stock into which the Series F Preferred held by such holder is convertible.

The Company may not,

without the consent of holders of a majority of the outstanding shares of Series F Preferred, (i) alter or change adversely the

powers, preferences or rights given to the Series F Preferred or alter or amend the Series F Certificate of Designation, (ii) amend

its Articles or other charter documents in any manner that adversely effects any rights of the holders of the Series F Preferred, or

On such date that the Company amends its Articles to increase the number of shares of common stock authorized for issuance thereunder,

to at least the extent required to convert all of the outstanding Series F Preferred, each outstanding share of Series F Preferred shall

automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Conversion

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each, a “Liquidation”),

holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Conversion

Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

May 31, 2024, no shares of the Series F Convertible Preferred Stock were outstanding.

G Convertible Preferred Stock

January 26, 2024, the Company filed a Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 100,000 shares of the Company’s preferred

stock as Series G Preferred Stock, par value $ 0.001 per share.

terms and conditions set forth in the Series G Certificate of Designation are summarized below:

The Series G Preferred rank pari passu to the Company’s common stock.

Holders of Series G Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Company’s Articles or as otherwise required by the Nevada Revised Statutes, holders of Series G Preferred

are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect

to all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled

to a number of votes equal to the number of shares of common stock into which the Series G Preferred held by such holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series G Preferred, (i) alter or change

adversely the powers, preferences or rights given to the Series G Preferred or alter or amend the Series G Certificate of Designation,

(ii) amend its Articles or other charter documents in any manner that adversely effects any rights of the holders of the Series G Preferred,

or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Articles to increase the number of shares of common stock authorized for issuance thereunder,

to at least the extent required to convert all of the outstanding Series G Preferred, each outstanding share of Series G Preferred shall

automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series

G Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series G Preferred

will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Series G Conversion Ratio, with holders

of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

Company shall have the right to redeem up to 50% of the Series G Preferred Stock for an aggregate price of $1.00 in accordance with

the terms of the Perpetual License Agreement .

May 31, 2024, no shares of the issued Series G Convertible Preferred Stock were outstanding.

H Convertible Preferred Stock

January 26, 2024, the Company filed a Certificate of Designation of Series H Convertible Preferred Stock (the “Series H Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 150,000 shares of the Company’s preferred

stock as Series H Preferred Stock, par value $ 0.001 per share.

terms and conditions set forth in the Series H Certificate of Designation are summarized below:

The Series H Preferred rank pari passu to the Company’s common stock.

Holders of Series H Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Company’s Articles or as otherwise required by the Nevada Revised Statutes, holders of Series H Preferred

are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect

to all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled

to a number of votes equal to the number of shares of common stock into which the Series H Preferred held by such holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series H Preferred, (i) alter or change

adversely the powers, preferences or rights given to the Series H Preferred or alter or amend the Series H Certificate of Designation,

(ii) amend its Articles or other charter documents in any manner that adversely effects any rights of the holders of the Series H Preferred,

or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Articles to increase the number of shares of common stock authorized for issuance thereunder,

to at least the extent required to convert all of the outstanding Series H Preferred, each outstanding share of Series H Preferred shall

automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series

H Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series H Preferred

will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Series H Conversion Ratio, with holders

of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

May 31, 2024, 33,000 shares of the issued Series H Convertible Preferred Stock were outstanding, which if converted as of May 31, 2024,

would have resulted in the issuance of 33,000 shares of common stock.

I Convertible Preferred Stock

February 22, 2024, the Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Series I Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 331,124 shares of the Company’s preferred

stock as Series I Convertible Preferred Stock, par value $ 0.001 per share.

terms and conditions set forth in the Series I Certificate of Designation are summarized below:

The Series I Preferred rank pari passu to the Company’s common stock.

Holders of Series I Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Articles, or as otherwise required by the Nevada Revised Statutes, holders of Series I Preferred are entitled

to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters

presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled to a number

of votes equal to the number of shares of common stock into which the Series I Preferred held by such holder is convertible.

may not, without the consent of holders of a majority of the outstanding shares of Series I Preferred, (i) alter or change adversely

the powers, preferences or rights given to the Series I Preferred or alter or amend the Series I Certificate of Designation, (ii) amend

its Articles or other charter documents in any manner that adversely effects any rights of the holders of the Series I Preferred, or (c)

enter into any agreement with respect to the foregoing.

On such date that the Company amends its Articles to increase the number of shares of common stock authorized for issuance thereunder,

to at least the extent required to convert all of the outstanding shares of Series I Preferred, each outstanding share of Series I Preferred

shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the

“Series I Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series I Preferred

will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series I Conversion Ratio, with holders

of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

May 31, 2024, 30,178 shares of the issued Series I Convertible Preferred Stock were outstanding, which if converted as of May 31, 2024,

would have resulted in the issuance of 30,178 shares of common stock.

December 28, 2023, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the adoption of

the NextTrip 2023 Equity Incentive Plan (the “2023 Plan”).

shares of common stock have been reserved for issuance under the 2023 Plan., and as of May 31, 2024, all of such shares are

available for issuance.

Company’s 2013 Equity Incentive Plan expired on March 15, 2023.

As such, there were no shares of common stock reserved for future

issuance thereunder as of September 30, 2023.

January 26, 2023, the Company granted options to its non-employee directors to purchase up to an aggregate of 2,620 shares of common

stock at an exercise price of $ 11.60 .

As of September 30, 2023, 75 % of such grants were fully vested and exercisable, and the remaining

25 % will vest on December 31, 2023, subject to the directors remaining in our service through such date.

January 26, 2023, the Company granted 19 employees options to purchase up to an aggregate of 19,065 shares of common stock in connection

with their employment.

The options have an exercise price of $ 11.60 , vested as to 50 % on the date of the grant, and will vest as to

the remaining 50 % in equal monthly installments over the subsequent 23 months, provided that the employees remain employed by the Company

through such dates.

issuance thereunder as of May 31, 2024.

were no issuances of options for the three months ended May 31, 2024 or May 31, 2023.

Company generally grants stock options to employees and directors at exercise prices equal to the fair market value of the Company’s

3 unchanged sentences

The Company recognizes compensation expense for the fair value of the stock options over the vesting period for each stock option award.

stock-based compensation expense included in the statements of operations for the nine months ended September 30, 2023 and 2022 was $ 447,417

stock-based compensation expense included in the statements of operations for the three months ended May 31, 2024 and 2023 was $ 16,394

and $ 0 respectively, all of which is related to stock options.

fair value of stock-based awards was estimated using the Black-Scholes model with the following weighted average assumptions for the

nine months ended September 30, 2023, and 2022:

Schedule of Share Based Payments Award Stock Options Valuation Assumptions

Dividend yield

Risk-free interest rate

0.95 - 3.23 %

Expected volatility

100.23 - 100.25 %

106.40 - 109.97 %

Expected life (in years)

activity for the nine months ended September 30, 2023 and the year ended December 31, 2022 was as follows:

Schedule of Share Based Compensation Stock Option Activity

Options outstanding at December 31, 2021

activity for the three months ended May 31, 2024 and the year ended February 29, 2024 was as follows:

Schedule of Stock Option Activity

Options outstanding at February 28, 2023

Options assumed pursuant to reverse acquisition

Forfeited or cancelled

Options outstanding at December 31, 2022

Options outstanding at February 29, 2024

Forfeited or cancelled

Options outstanding at September 30, 2023

Options unvested at September 30, 2023

Options vested at September 30, 2023

Options outstanding at September 30, 2023

Options outstanding May 31, 2024

Options expected to vest in the future as of May 31, 2024

Options exercisable at May 31, 2024

Options vested, exercisable, and options expected to vest at May 31, 2024

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of

our common stock for those awards that have an exercise price below the market price of our common stock.

At September 30, 2023, no option

At May 31, 2024, no option

had an exercise price below the $ 2.37 closing price of our common stock as reported on The Nasdaq Capital Market.

September 30, 2023, there was $ 278,132 of unrecognized stock-based compensation expense related to unvested stock options with a weighted

average remaining recognition period of 1.26 years.

May 31, 2024, there was $ 29,980 of unrecognized stock-based compensation expense related to unvested stock options with a weighted average

remaining recognition period of 0.77 years.

Appreciation Rights

June 23, 2020, the board of directors (the “Board”) of the Company adopted the 2020 Stock Appreciation Rights Plan (the “Plan”).

The purposes of the Plan are to:

(i) enable the Company to attract and retain the types of employees, consultants, and directors (collectively,

“Service Providers”) who will contribute to the Company’s long-range success;

(ii) provide incentives that align the

interests of Service Providers with those of the stockholders of the Company;

purposes of the 2020 Stock Appreciation Rights Plan (the “SAR Plan”) are to:

(i) enable the Company to attract and

retain the types of employees, consultants, and directors (collectively, “Service Providers”) who will contribute to the

Company’s long-range success;

(ii) provide incentives that align the interests of Service Providers with those of the

stockholders of the Company;

and (iii) promote the success of the Company’s business.

The Plan provides for incentive awards only in the form of stock appreciation rights payable in cash (“SARs”) and no shares

of common stock are reserved or will be issued pursuant to the Plan.

SAR is the right to receive an amount equal to the Spread with respect to a share of the Company’s common stock (“Share”)

upon the exercise of the SAR.

The “Spread” is the difference between the exercise price per share specified in a SAR agreement

on the date of grant and the fair market value per share on the date of exercise of the SAR.

The exercise price per share will not be

less than 100% of the fair market value of a share of common stock on the date of grant of the SAR.

The administrator of the Plan will

have the authority to, among other things, prescribe the terms and conditions of each SAR, including the exercise price and vesting provisions,

and to specify the provisions of the SAR Agreement relating to such grant.

Company did not grant any SAR’s during the nine months ended September 30, 2023.

The SAR Plan provides for incentive

awards only in the form of stock appreciation rights payable in cash (“SARs”) and no shares of common stock are reserved

or will be issued pursuant to the SAR Plan.

may be granted to any Service Provider.

A SAR is the right to receive an amount equal to the Spread with respect to a share of the

Company’s common stock (“Share”) upon the exercise of the SAR.

The “Spread” is the difference between

the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of

exercise of the SAR.

The exercise price per share will not be less than 100% of the fair market value of a share of common stock on

the date of grant of the SAR.

The administrator of the SAR Plan will have the authority to, among other things, prescribe the terms

and conditions of each SAR, including, without limitation, the exercise price and vesting provisions, and to specify the provisions

of the SAR Agreement relating to such grant.

Company did not grant any SAR’s during the three months ended May 31, 2024 or May 31, 2023.

Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the vesting period for each

1 unchanged sentence

any changes in fair value are reflected in the Statement of Operations as of the applicable reporting date.

fair value of SAR awards was estimated using the Black-Scholes model with the following weighted average assumptions for the nine months

ended September 30, 2023 and the year ended December 31, 2022:

Schedule of Share Based Payments Award Stock Options Valuation Assumptions

Dividend yield

Risk-free interest rate

0.82 - 2.79 %

Expected volatility

108.0 - 119.0 %

Expected life (in years)

activity for the nine months ended September 30, 2023 and the year ended December 31, 2022 was as follows:

activity for the three months ended May 31, 2024 and the year ended February 29, 2024 was as follows:

Schedule of Stock Option Activity

SARs outstanding at December 31, 2021

Contractual Life (Yrs.)

SARs outstanding at February 28, 2023

SARs assumed pursuant to reverse acquisition

Forfeited or cancelled

SARs outstanding at December 31, 2022

SARs outstanding at February 29, 2024

Forfeited or cancelled

SARs outstanding September 30, 2023

SARs unvested at September 30, 2023

SARs vested at September 30, 2023

SARs outstanding at September 30, 2023

SARs outstanding May 31, 2024

SARs expected to vest in the future as of May 31, 2024

SARs exercisable at May 31, 2024

SARs vested, exercisable, and SARs expected to vest at May 31, 2024

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of

our common stock for those awards that have an exercise price below the market price of our common stock.

At September 30, 2023, no SAR

had an exercise price below the $ 3.06 closing price of our common stock as reported on The Nasdaq Capital Market.

September 30, 2023, there was $ 396,579 of unrecognized stock-based compensation expense related to unvested SARs with a weighted average

remaining recognition period of 1.51 years.

activity for the nine months ended September 30, 2023 and the year ended December 31, 2022 was as follows:

At May 31, 2024, no SAR had

an exercise price below the $ 2.37 closing price of our common stock as reported on The Nasdaq Capital Market.

May 31, 2024, there was $ 1,122 of unrecognized stock-based compensation expense related to unvested SARs with a weighted average remaining

recognition period of 0.85 years.

activity for the three months ended May 31, 2024 and the year ended February 29, 2024 was as follows:

Schedule of Warranty Activity

Warrants outstanding at December 31, 2021

Warrants outstanding at February 28, 2023

Warrants assumed pursuant to reverse acquisition

Forfeited or cancelled

Warrants outstanding at December 31, 2022

Warrants outstanding at February 29, 2024

Forfeited or cancelled

Warrants outstanding at September 30, 2023

Warrants outstanding at May 31, 2024

9 - Subsequent Events

October 13, 2023, the Company raised $ 772,468 in net proceeds by selling 128,887 common shares pursuant to its ATM Agreement.

October 6, 2023, the Company entered into a definitive asset purchase agreement (“APA”) with Divergent Technologies, Inc.,

or Divergent, pursuant to which have agreed to sell to Divergent, and Divergent has agreed to purchase from us, certain assets consisting

primarily of patents, software code and other intellectual property for a purchase price of $ 1,626,242 , including a $ 37,000 earnest-money

deposit previously paid to us by Divergent.

parties’ respective obligations to close are subject to the accuracy of the parties’ respective representations and warranties

and performance of their respective covenants and satisfaction or waiver of other customary conditions specified in the Asset Purchase

Asset Purchase Agreement contains customary representations and warranties which will survive for one year following the closing.

Asset Purchase Agreement also contains restrictive covenants regarding the conduct of our business pending the closing.

the interim, between the signing date and closing date or termination of the Asset Purchase Agreement, we have granted Divergent a

non-exclusive, non-transferable, non-sublicensable (except to Divergent customers and affiliates), limited, irrevocable (except in

connection with the termination of the Asset Purchase Agreement in certain circumstances), worldwide, royalty-free license to the

“Licensed IP” (as defined) for testing, evaluation, and commercialization purposes.

October 12, 2023, the Company entered into a definitive Share Exchange Agreement for the acquisition of NextTrip Holdings, Inc., a

travel technology company based in Sunrise, Florida (“NextTrip”).

Pursuant to the terms and conditions of the Agreement,

Sigma will acquire 100 %

of the capital stock of NextTrip in exchange for shares of Sigma common stock constituting 19.99 %

of its outstanding common stock plus additional contingent shares of Sigma common stock upon the achievement of post-closing

milestones tied to the business performance of NextTrip.

Assuming all business milestones are achieved, the equity owners of

NextTrip will receive a total of 6

million shares of our common stock, resulting in existing Sigma holders retaining, on a pro forma basis, approximately 9.8 %

of the total outstanding shares immediately following the issuance of such shares.

parties’ respective obligations to close the Acquisition are subject to the satisfaction or waiver of various conditions

specified in the Share Exchange Agreement.

The conditions include approval by Sigma shareholders of the issuance of the Exchange

Shares as required by applicable listing standards of The Nasdaq Capital Market, or Nasdaq, amendments to our amended and restated

articles of incorporation to change our name and to increase our authorized common stock, and the continued listing or our common

stock on Nasdaq, as well as customary other closing conditions.

The Share Exchange Agreement contains representations and warranties and

covenants of the parties customary for a transaction of this nature which will not survive the closing of the Acquisition.

The Share Exchange

Agreement also contains customary covenants regarding the conduct of the respective businesses of Sigma and NextTrip pending the closing

of the Acquisition.

The Share Exchange Agreement permits us to sell our quality assurance software assets at or after the closing of the

Acquisition as contemplated by our Asset Purchase Agreement with Divergent Technologies, Inc.

transactions are expected to be completed in the fourth quarter of 2023, subject to shareholder approvals and other customary closing

October 6, 2023, Nasdaq Listing Qualifications (“Nasdaq”) notified the Company that it had regained compliance with the minimum

bid price Listing Rule 5550(a)(2) as the Company’s closing bid price of its common stock had been at or greater than $1.00 per

share for ten consecutive business days following the effective date of the Company’s reverse stock split.

Nasdaq further notified

the Company that the matter is closed.

August 17, 2023, the Company received notice from Nasdaq that because our stockholders’ equity as of June 30, 2023 was $ 2,391,289 ,

we no longer comply with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain minimum

stockholders’ equity of $ 2,500,000 , and do not meet the alternatives of market value of listed securities or net income from continuing

The notice stated that under Nasdaq Rules, we have 45 calendar days to submit a plan to regain compliance and that if our

plan is accepted, Nasdaq can grant us an extension of up to 180 calendar days from the date of the notice to evidence compliance.

October 2, 2023, the Company submitted its plan to regain compliance to Nasdaq and requested an extension to February 13, 2024 to evidence

compliance with the Rule and all other applicable criteria for continued listing on Nasdaq.

October 23, 2023, Nasdaq informed the Company that based on the submission, it had granted the requested extension until February 13,

2024 to demonstrate compliance with the Rule.

Nasdaq further informed the Company that if the Company fails to evidence compliance upon

filing its periodic report for the quarter ended March 31, 2024 with the SEC and Nasdaq, the Company may be subject to delisting.

June 17, 2024, the Company received a notification letter (the “Initial Notice”) from the Listing Qualifications Department

of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued

listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Annual

Report on Form 10-K for the fiscal year ended February 29, 2024 (the “Form 10-K”).

July 17, 2024, the Company received an additional notification letter (the “Additional Notice,” and together with the Initial

Notice, the “Notices”) from Nasdaq stating that, because the Company has not filed its Quarterly Report on Form 10-Q for

the quarter ended May 31, 2024 (the “Form 10-Q”), and because the Company remains delinquent in filing the Form 10-K, the

Company remains noncompliant with the Rule.

of the Notices have an immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market, and, therefore,

the Company’s listing remains fully effective.

Notices require the Company to either file the delinquent Form 10-K and Form 10-Q with the Commission or submit a plan to regain compliance

with the Rule by August 16, 2024.

If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar

days from the Form 10-K’s due date, or until December 10, 2024, to regain compliance.

If Nasdaq does not accept the Company’s

plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel under Nasdaq Listing Rule 5815.

August 16, 2024, the Company submitted a plan to Nasdaq to regain compliance with the Rule, including the steps the Company will

take to promptly file the Form 10-K and Form 10-Q and regain compliance.

The Company has requested an extension until September 30, 2024.

There can be no assurance that the Company will regain compliance with the Rule, secure an exception until September 30, 2024 to regain

compliance, or maintain compliance with other Nasdaq listing requirements.

On September 4, 2024, the Company filed its Annual Report

on Form-10-K with the Securities and Exchange Commission.

August 14, 2024, at a joint meeting of the Audit Committee and the board of directors, the directors unanimously approved an increase

in the principal amount of the related party line of credit to $ 2,000,000 on the same terms and conditions as previously approved.

of September 13, 2024, the total principal amount advanced under the line of credit was $ 1,441,414 .

Between June 1, 2024 and September 13, 2024, additional

net related party advances totaled $ 978,822 , and the aggregate outstanding principal balance of related party advances was $ 2,731,690 .

On September 13, 2024, the Company’s board of directors approved

the conversion of up to 100 % of the outstanding principal balance of the promissory notes held by Messrs.

Kerby and Monaco into shares

of a series of non-redeemable convertible preferred stock preferred stock yet to be designated.

Kerby and Monaco have agreed to

initially convert $ 1,500,000 , or 56.3 % of their total outstanding principal balance of $ 2,666,790 into the new series of convertible preferred

stock, and, at their discretion, may convert up to the remaining principal balance, or any portion thereof, into additional shares of

such convertible preferred stock at a future date.

The conversion remains subject to completion of final documentation for the transaction,

including the filing of the certificate of designation for the new series of convertible preferred stock with the Nevada Secretary of

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements