What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-10-15 compared with 2024-09-16 · 346 added, 203 removed, 322 unchanged (63% of the section changed)

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The Company’s annual reports, quarterly reports, current reports on Form 8-K and

amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and other information related to the Company, are available, free of charge, on our website.

The Company’s website

and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Quarterly Report.

amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), and other information related to the Company, are available, free of charge, on our website.

The Company’s

website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Quarterly

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.

(“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 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.

All 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 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.

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

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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.

No activities nor

operations occurred in 2024 or 2023 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,

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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.

(the “Company,” “NextTrip,” “we,” “us” and “our”) 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, leisure travel, business travel, groups travel, media and tech.

connect people to new places and discoveries by utilizing digital media engagement, seasoned planning expertise, and unique inventory

to curate custom vacations and business travel across the globe.

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

access to a sizeable inventory.

During the six months ended August 31, 2024

and 2023, there was no bad debt expense recorded related to the allowance account, and the allowance is unchanged as of August 31, 2024.

As of August 31, 2023, no allowance for doubtful accounts was established.

(the “Company,” “NextTrip,” “we,” “us” and “our”) 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, leisure travel, business travel, groups travel,

media and tech.

We connect people to new places and discoveries by utilizing digital media engagement, seasoned planning expertise,

and unique inventory to curate custom vacations and business travel across the globe.

Our proprietary booking engine, branded as NXT

2.0, provides travel distributors access to a sizeable inventory.

vision is to drive the evolution of the travel industry by merging advanced digital solutions with personalized travel services.

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ecosystem is built on four key pillars:

A comprehensive travel booking platform that offers curated, personalized, and seamless travel experiences for every budget and

Powered by the NXT2.0 booking platform, NextTrip serves as our direct-to-consumer transactional hub, providing users with

detailed scheduling, pricing, and availability information for airlines, hotels, rental cars, and other travel products.

offer dynamically assembled travel packages and provide valuable content, including destination information, maps, and travel

details, all supported by our customer call center.

A trusted source of captivating travel inspiration, offering authentic stories, practical advice, and diverse perspectives

to fuel wanderlust and create lasting vacation memories.

Travel Magazine will soon launch MyBucketList, a platform designed for travelers

to build and share their travel bucket lists with personalized suggestions, booking support, and local insights.

Our Free Ad-supported Streaming TV (“FAST”) channel, slated for launch in fall 2024.

Compass.TV will offer over 1,000 hours of travel

shows and long-form travel content at launch.

To draw users into the NextTrip ecosystem, the launch will be supported by travel

influencers, promoted to our multi-million strong email list, and marketed to major streaming platforms like Roku and YouTube.

A comprehensive travel booking platform that offers curated, personalized, and seamless travel experiences for every budget and interest.

Powered by the NXT 2.0 booking platform, NextTrip serves as our direct-to-consumer transactional hub, providing users with detailed

scheduling, pricing, and availability information for airlines, hotels, rental cars, and other travel products.

We also offer dynamically

assembled travel packages and provide valuable content, including destination information, maps, and travel details, all supported

by our customer call center.

A trusted source of captivating travel inspiration, offering authentic stories, practical advice, and diverse

perspectives to fuel wanderlust and create lasting vacation memories.

Travel Magazine will launch My Bucket List, a platform

designed for travelers to build and share their travel bucket lists with personalized suggestions, booking support, and local

The launch is currently anticipated to be early 2025.

Our Free Ad-supported Streaming TV (“FAST”) channel, which we soft-launched on October 1, 2024.

Compass.tv will offer over 1,000

hours of travel shows and long-form travel content at launch.

To draw users into the NextTrip ecosystem, the launch will be supported

by travel influencers, promoted to our multi-million strong email list, and marketed to major streaming platforms like Roku and YouTube.

Compass.tv plans to use artificial intelligence to personalize content, convert blogs and articles to video, and enable users to

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A unique influencer-led platform that drives advertising revenue and content-to-commerce.

We recently secured a perpetual license

with Promethean TV, Inc., the developer of the Ignite TV interactive video platform.

We have secured a perpetual license with

Promethean TV, Inc., the developer of the Ignite TV interactive video platform.

This technology will power Compass.tv and video

content on Travel Magazine/MyBucketList, allowing for targeted advertising via video overlays, enabling viewers to purchase travel

content on Travel Magazine/My Bucket List, allowing for targeted advertising via video overlays, enabling viewers to purchase travel

directly from their screens.

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transactions and targeted advertising revenue while supporting consumers on their travel journeys—truly a next-generation travel

NextTrip is launching a pilot program featuring a successful travel discovery

app to deliver AI-driven and user-generated video content to its Travel Magazine and Compass.tv platforms.

In addition, NextTrip will

curate exclusive leisure offers for the discovery app and implement enhanced marketing strategies to boost bookings and viewership.

Organizational

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NextTrip’s separation from NextPlay, our team focused on the continued technological development of its booking platform.

of this development, we acquired a travel platform in June 2022 to help power our proprietary NXT2.0 booking technology.

this technology 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).

As part of the acquisition of the assets of Bookit.com, we were not only able to acquire a

proven technology platform that could be integrated with our core travel sectors, but we were also able to secure the Bookit.com database

with millions of past travelers and opt-in consumers.

part of this development, we acquired a travel platform in June 2022 to help power our proprietary NXT 2.0 booking technology.

Previously, this technology 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).

As part of the acquisition of the assets of Bookit.com, we were not only

able to acquire a proven technology platform that could be integrated with our core travel sectors, but we were also able to secure

the Bookit.com database with millions of past travelers and opt-in consumers.

2022, and the acquisition of the Bookit.com business, we have been focused on the holistic development and integration of the NXT

technology platform, which serves as a base for current and future technology projects as well as proprietary system enhancements.

integration includes re-engaging with and re-negotiating more than 250 contracts with hotel, airline, and cruise suppliers, and securing

unique product inventory of more than 3 million lodging, air and tour product suppliers at exceptional rates to over 2,100 destinations

in 200+ countries worldwide.

2.0 technology platform, which serves as a base for current and future technology projects as well as proprietary system

enhancements.

This integration includes re-engaging with and re-negotiating more than 250 contracts with hotel, airline, and cruise

suppliers, and securing unique product inventory of more than 3 million lodging, air and tour product suppliers at exceptional rates

to over 2,100 destinations in 200+ countries worldwide.

this strategic offering, we will focus on key areas of opportunity in the travel sector and drive enhanced booking conversion rates.

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luxury travelers.

December 2023, we completed the Acquisition, which resulted in NextTrip becoming a wholly-owned subsidiary of a public company

and the principal business of the Company moving forward.

To align the new business with NextTrip’s travel-focused business model,

the Company recently changed its name to “NextTrip, Inc.”

of Promethean FAST TV Exclusive License

recently entered into a perpetual license agreement with Promethean TV, Inc.

(“Promethean”), the owner and developer of the

Ignite TV interactive video platform used for driving engagement and commerce.

This license will form the basis for our FAST channel – Compasss.TV allowing for targeted advertising via video overlays, allowing the viewer to purchase

travel from their screen.

This integrated technology is intended to boost engagement with customers driving ad-supported revenue and

travel transactions.

of Compass.tv

October 1, 2024, we announced the launch of our owned and operated Compass.tv travel discovery channel and app.

The platform initially

features over a thousand hours of travel video content designed to seamlessly convert into commerce opportunities, allowing viewers to

book vacations directly through the channel using the NextTrip Booking Engine.

In partnership with Dooya Media Group, the Company intends

to expand Compass.tv’s offerings by collaborating with influencers who have millions of travel-focused followers, creating a unique

and comprehensive travel hub.

platform showcases authentic experiences through popular social media influencers, appealing to viewers who prefer real, relatable content

over polished productions.

With influencer-promoted, destination-focused content, the Company believes that Compass.tv will serve as

a premier travel discovery tool, inspiring viewers to plan their next adventure.

Its Content Creator Program incentivizes influencers

with a competitive revenue-sharing model, while integrating content-to-commerce funnels with targeted ads and affiliate travel offers.

As part of the NextTrip ecosystem, Compass.tv works in tandem with NextTrip’s website, tools, and exclusive deals to drive bookings

and set a new standard for advertiser engagement with a dynamic, travel-driven audience.

of Group Booking Technology Platform

July 30, 2024, we announced the launch of a new Group Booking Platform (“Platform”), a proprietary technology for its direct-to-consumer

travel booking website offering travelers and facilitators a flexible and versatile solution for group travel.

Platform streamlines front-end booking flow for customers, empowering each traveler to book their own travel while still remaining part

This versatility allows travelers to book travel when it is most convenient for them.

For group leaders, our Platform reduces

the workload by eliminating the need to follow up with travelers for details such as travel dates, flight information and room category.

Guests can also easily include pre- and post-stays and book activities.

Access to the Platform can be sent in email invitations and implemented

on a variety of sites, such as conference and other customized websites.

Future versions will include additional destination flexibility,

customization, and white label capabilities.

of FlexPay Travel Payment Options

July 11, 2024, we announced the launch of FlexPay, a proprietary technology for our direct-to-consumer travel booking website giving

customers new flexible payment options and exclusive deals.

is a flexible form of short-term financing that allows customers to pay for accommodations over time through interest-free installments.

FlexPay differentiates itself from other travel booking sites with flexible payment and deposit options, exclusive deals, and does not

run credit checks or charge interest.

Offered as a payment option at checkout, travelers can now book their vacation for as little as

$1.00 down at eligible properties.

December 2023, we completed the Acquisition, which resulted in NextTrip becoming a wholly-owned subsidiary of a public company and the

principal business of the Company moving forward.

To align the new business with NextTrip’s travel-focused business model, the

Company recently changed its name to “NextTrip, Inc.”

Fully Integrated Travel Booking Platform

have established a direct-to-consumer presence though a number of websites, powered by the NXT 2.0 booking platform.

Today, the primary

leisure platform is hosted on nexttrip.com and the media platform is hosted on travelmagazine.com.

primary leisure platform is hosted on nexttrip.com and the media platform is hosted on travelmagazine.com.

sells travel services to leisure and corporate customers across these websites.

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Our online marketplace nexttrip.com provides travelers with the tools to search for and filter several

travel products including air, car, accommodations (including ALRs) and activities based on various criteria, such as destination, travel

travel products including air, car, accommodations, and activities based on various criteria, such as destination, travel

dates, type of property, number of bedrooms, amenities, price, or keywords.

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The new platform was launched in beta in May 2023 with a limited number of hotel properties in Mexico and the

We have expanded our distribution since launch to include over one million hotel properties worldwide and have completed a

full launch of the leisure travel website in May 2024.

We have expanded our distribution since launch to include over one million hotel properties worldwide and completed a

full launch of the leisure travel website in August 2024.

Revenue Drivers

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the bookit.com foundational travel database consisting of several million customers to further drive revenues.

Those revenues consist primarily

of commissions and bookings but are expanding to include affiliate commerce, advertising and sponsored content (via Compass.TV and Travel

Those revenues consist

primarily of commissions and bookings but are expanding to include affiliate commerce, advertising and sponsored content (via Compass.tv

and Travel Magazine).

addition, as the booking platform expands, it establishes an opportunity for product expansion and revenue from technology licensing,

including white-labeling key technology.

A monthly software-as-a-service (“SaaS”) model is being established around key technology developments

and innovative platforms, including turn-key booking solutions, product management and targeted audience offerings.

A monthly software-as-a-service (“SaaS”) model is being established around key technology

developments and innovative platforms, including turn-key booking solutions, product management and targeted audience offerings.

Future Research & Development Driving Growth

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technologies to drive growth by investing in research and development.

As FAST gains momentum globally, we are in the process of developing Compass.TV, with a targeted launch

in the fall of 2024.

Our innovative travel channel is being developed in conjunction with our perpetual license with Promethean discussed

With over 1,000 hours of relevant travel content secured, Compass.TV intends to utilize artificial intelligence (“AI”) to personalize

content, convert blogs and articles to video, and empower users to create custom travel channels.

Integration with the NextTrip Concierge

desk will enable seamless booking and assistance.

FAST gains momentum globally, we are in the process of developing Compass.tv, which was soft launched on October 1, 2024.

Our innovative

travel channel is being developed in conjunction with our perpetual license with Promethean discussed above.

With over 1,000 hours of

relevant travel content secured, Compass.tv intends to utilize artificial intelligence (“AI”) to personalize content, convert

blogs and articles to video, and empower users to create custom travel channels.

Integration with the NextTrip Concierge desk will enable

seamless booking and assistance.

recognizes the pivotal role of video in promoting travel sales and engagement, hence our focus on incorporating video across platforms.

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are transforming our Travel Magazine website into a social media platform catering to all things travel.

The site was re-launched mid-2024,

and features enhanced media capabilities and targeted advertising using the Promethean solution.

A private consumer section called “MyBucketList,”

is targeted for release in the fall of 2024 and will feature connectivity to booking engines, AI travel planner assist and AI-driven

content creation.

The site was re-launched

mid-2024, and features enhanced media capabilities and targeted advertising using the Promethean solution.

A private consumer

section called “My Bucket List,” is targeted for release in early 2025 and will feature connectivity to booking

engines, AI travel planner assist and AI-driven content creation.

My Bucket List, NextTrip is building a technology solution catered to travelers to build and share their own travel bucket list with

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of Operations

Months Ended May 31, 2024 and May 31, 2023

the three months ended May 31, 2024, we recognized revenue of $188,793, as compared to $19,562 in the same period in 2023, an increase

Months Ended August 31, 2024 and August 31, 2023

the three months ended August 31, 2024, we recognized revenue of $154,498, as compared to $27,663 in the same period in 2023, an increase

of $126,835, or 459%.

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worldwide, including hotels, resorts, and alternative accommodations.

cost of revenue for the three months ended May 31, 2024 was $173,581, as compared to $17,718 for the same period in 2023, an increase

cost of revenue for the three months ended August 31, 2024 was $155,455, as compared to $23,734 for the same period in 2023, an increase

of $131,721, or 555%.

The increase was primarily attributable to the increase in sales from the launch of NXT 2.0 in the first quarter

of 2024 as compared to the first quarter of 2023.

total operating expenses for the three months ended May 31, 2024 were $1,967,613, as compared to $1,031,825 for the same period in 2023,

The increase was primarily attributable to a rise in sales from the launch of NXT 2.0 in the second quarter of

2024 as compared to the second quarter of 2023.

total operating expenses for the three months ended August 31, 2024 were $1,468,335, as compared to $1,090,930 for the same period in

2023, an increase of $377,405, or 35%.

The increase was primarily attributable to the relaunch of the NXT 2.0 booking engine in March of 2024,

as well as the integration of Sigma Additive Solutions, and the transition to public company status.

and benefits costs were $626,752 for the three months ended May 31, 2024, as compared to $407,609 for the same period in 2023, an increase

The increase was primarily attributable to the relaunch of the NXT 2.0 booking engine in March

of 2024, as well as the integration of Sigma Additive Solutions, and the transition to public company status.

and benefits costs were $628,759 for the three months ended August 31, 2024, as compared to $360,947 for the same period in 2023, an

increase of $267,812, or 74%.

The increase was comprised of an increase in salaries and benefits of $234,255 due to the conversion

of booking engine contractors to employees and the addition of new accounting staff, an increase in taxes and benefits of

$30,672, and an increase in stock appreciation rights of $2,885.

compensation was $13,841 for the three months ended August 31, 2024, as compared to $0 for the same period in 2023, an increase of $13,841.

This increase was a result of the assumption of employee stock options in connection with the reverse acquisition of Sigma Additive Solutions

in December 2023.

incurred general and administrative costs of $21,677 during the three months ended August 31, 2024, as compared to $128,955 in the

same period in 2023, a decrease of $107,278, or 83%.

The decrease was primarily the result of a decrease in rent expense in 2023 of

$34,587, a decrease in broker fees of $36,746, a decrease in administrative services fees of $27,784, a decrease in travel expense

of $3,469 and a decrease in telephone expense of $5,150.

incurred marketing costs of $51,347 during the three months ended August 31, 2024, as compared to $49,758 during the same period in 2023.

The increase of $1,589, or 3%, was primarily due to an increase of $25,475 in third party contractor expenses associated with the relaunch

of the NXT 2.0 booking engine in March of 2024.

Partially offsetting the increase was a decrease in marketing and advertising expenses

of $9,656, and expenses associated with Travel Magazine of $14,230 as resources were shifted towards NXT 2.0.

incurred technology costs of $141,022 during the three months ended August 31, 2024, as compared to $83,786 during the same period in

The increase of $57,236, or 68%, was primarily attributable to an increase in dues and subscription services for external travel

services used in connection with our booking engine, and cloud database and software expenses to host the booking engine.

service fees incurred during the three months ended August 31, 2024 were $372,027, as compared to $125,934 incurred during the same period

in 2023, an increase of $246,093, or 195%.

This increase was a result of:

(a) an increase in investor relations expenses of $88,458;

(b) an increase in accounting fees of $85,448 for audit and related financial services;

services of $82,602 for management and administrative services related to the company’s media initiatives, special projects including

establishing travel related partnerships, and maintenance and bug fixes with the booking engine.

Partially offsetting the increases was

a decrease in legal expenses of $10,415.

Organizational

costs for the three months ended August 31, 2024 were $80,452, as compared to $0 for the same period in 2023, an increase of $80,452.

The increase resulted primarily from directors’ compensation, and shareholder services expenses including transfer agent fees,

and filing services.

and amortization expense for the three months ended August 31, 2024 was $95,414, as compared to $331,549 for the same period in 2023,

a decrease of $236,135, or 71%.

The decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible

assets as compared to the same period in 2023.

operating expenses were $63,796 for the three months ended August 31, 2024, as compared to $ 10,001 for the same period in 2023.

$53,795 increase was primarily due to an increase in insurance expense of $35,921, and an increase in bank and merchant processing fees

the three months ended August 31, 2024, we realized net other expense of $64,227, as compared to net other expense of $73,762 in the

same period in 2023.

The decrease in net other income of $9,535 was primarily due to a decrease in interest expense associated with convertible

loans as a result of their conversion in December 2023.

dividends for the three months ended August 31, 2024 were $10,688, as compared to $0 for the same period in 2023.

The increase was due

to dividends associated with outstanding shares of Series E convertible preferred stock assumed in the reverse acquisition of Sigma.

the three months ended August 31, 2024, the net loss from continuing operations totaled $1,533,519 as compared to a net loss from continuing

operations of $1,160,763 for the same period in 2023.

The operating loss component increased by $382,291 in 2024, partially offset by

a decrease in the other loss component of $9,535.

net loss from discontinued operations of $1,131 for the three months ended August 31, 2024 was attributable to the termination of an annual contract

of $4,131 from a legacy Sigma subscription.

Partially offsetting the loss was a gain of $3,000 from the final payment due from a legacy

Sigma customer.

net loss applicable to common stockholders for the three months ended August 31, 2024, was $1,545,338, as compared to $1,160,763 for the

same period in 2023, an increase of $384,575, or 33%.

The increase was primarily attributable to an increase in operating loss from continued

operations of 382,291, an increase in preferred dividends of $10,688, and a loss from discontinued operations of $1,131, partially offset

by a decrease in other expense of $9,535.

Months Ended August 31, 2024 and August 31, 2023

the six months ended August 31, 2024, we recognized revenue of $343,291, as compared to $47,225 in the same period in 2023, an increase

of $296,066, or 627%.

The increase was comprised of:

(a) an increase in salaries and benefits of 212,371 due to the conversion of booking

engine contractors to employees and new accounting staff, and (b) an increase in taxes and benefits of $29,153.

The increase was primarily due to the implementation of the BookIt asset as well as the integration of Expedia

into our booking engine, NXT 2.0.

Expedia significantly increased our product offering from 12-15 hotel chains to over 250,000 properties

worldwide, including hotels, resorts, and alternative accommodations.

cost of revenue for the six months ended August 31, 2024 was $329,036, as compared to $41,452 for the same period in 2023, an increase

of $287,584, or 694%.

The increase was primarily attributable to the increase in sales from the launch of NXT 2.0 in the second quarter

of 2024 as compared to the second quarter of 2023.

total operating expenses for the six months ended August 31, 2024 were $3,435,948, as compared to $2,122,756 for the same period in 2023,

an increase of $1,313,192, or 62%.

The increase was primarily attributable to the relaunch of the NXT 2.0 booking engine in March of

2024, as well as the integration of Sigma, and the transition to public company status.

and benefits costs were $1,255,511 for the six months ended August 31, 2024, as compared to $768,555 for the same period in 2023, an

increase of $486,956, or 63%.

The increase was comprised of an increase in salaries and benefits of $446,629 due to the conversion

of contractors to employees and new accounting staff, and an increase in taxes and benefits of $59,824.

Partially offsetting the

increase was a decrease in SAR expense of $22,381 due to revaluation in March of 2024.

compensation was $16,394 for the three months ended May 31, 2024, as compared to $0 for the same period in 2023, an increase of $16,394.

This increase was primarily a result of two employees that moved from Sigma Additive Solutions to NextTrip in 2024.

incurred general and administrative costs of $27,555 during the three months ended May 31, 2024, as compared to $69,103 in the same period

in 2023, a decrease of $41,548, or 60%.

The decrease was primarily the result of an amortized lease expense in 2023 for $37,026 and

$5,485 in penalties associated with the lease liability.

Partially offsetting the decrease was an increase in filing fees of $1,796.

incurred marketing costs of $156,188 during the three months ended May 31, 2024, as compared to $40,781 during the same period in 2023.

The increase of $115,407, or 283%, was primarily due to the relaunch of NXT 2.0 booking engine in March of 2024 and ongoing maintenance

with Travel Magazine.

Marketing and advertising expenses increased by $50,525, contracted marketing services increased by $49,115, and

Travel Magazine costs increased by $15,767.

During the same period in 2023, the priority was the development of the booking engine, and

the product was not ready to market.

incurred technology costs of $184,669 during the three months ended May 31, 2024, as compared to $35,893 during the same period in 2023.

increase was a decrease in SAR expense of $ 19,497 due to the revaluation

in March of 2024.

compensation was $30,235 for the six months ended August 31, 2024, as compared to $0 for the same period in 2023, an increase of $30,235.

This increase was a result of the assumption of employee stock options in connection with the reverse acquisition of Sigma in December

incurred general and administrative costs of $49,231 during the six months ended August 31, 2024, as compared to $198,058 in the same

period in 2023, a decrease of $148,827, or 75%.

The decrease was primarily the result of a decrease in rent expense of $68,027, broker

fees of $36,746, administrative fees of $34,860, telephone expenses of $8,772 and travel expenses of $4,859.

Partially offsetting the

decrease was an increase in licenses and filing fees of $4,437.

incurred marketing costs of $207,536 during the six months ended August 31, 2024, as compared to $90,539 during the same period in

The increase of $116,997, or 129%, was primarily due to the relaunch of our NXT 2.0 booking engine in March of 2024 and

ongoing maintenance with Travel Magazine.

Marketing and advertising expenses increased by $40,870, third party contracted marketing

services increased by $74,590, and Travel Magazine costs increased by $1,537.

incurred technology costs of $325,691 during the six months ended August 31, 2024, as compared to $119,680 during the same period in

The increase of $206,011, or 172%, was primarily attributable to an increase in dues and subscription services of $157,621 for external

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booking engine.

service fees incurred in the three months ended May 31, 2024 were $523,873, as compared to $134,370 incurred during the same period in

2023, an increase of $389,503, or 290%.

service fees incurred in the six months ended August 31, 2024 were $895,900, as compared to $260,304 incurred during the same period

in 2023, an increase of $635,596, or 244%.

This increase was a result of:

(a) an increase in investor relations of $31,875;

increase in legal expense of $173,911 due to the reverse acquisition and associated transactions;

of $25,062 for audit and related financial services;

(d) an increase in consulting fees of $89,613 due to a contract in connection

with an independent financial advisory firm;

(e) an increase in consultants contracted for services of $69,042 related to the FastTV

channel, and maintenance and bug fixes with the booking engine.

(a) an increase in investor relations expenses of

(b) an increase in legal expense of $163,495 due to the reverse acquisition and associated transactions;

in accounting fees of $110,510 for audit and related financial services;

and (d) an increase in consultants contracted for services

of $151,645 for management and administrative services related to the company’s media initiatives, special projects including

establishing travel related partnerships,

Organizational

costs for the three months ended May 31, 2024, were $28,737 as compared to $0 for the same period in 2023, an increase of $28,737.

The increase resulted primarily from shareholder services expenses in connection with the Acquisition, transfer agent fees, and

filing services.

and amortization expense for the three months ended May 31, 2024 was $287,586, as compared to $336,339 for the same period in 2023, a

decrease of $48,753, or 14.5%.

costs for the six months ended August 31, 2024, were $109,189, as compared to $0 for the same period in 2023, an increase of $109,189.

The increase resulted primarily from directors compensation, and shareholder services expenses including transfer agent fees, and filing

and amortization expense for the six months ended August 31, 2024 was $383,000, as compared to $667,889 for the same period in 2023,

a decrease of $284,889, or 43%.

The decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible

assets as of May 31, 2024.

operating expenses were $115,859 for the three months ended May 31, 2024, as compared to $ 7,730 for the same period in 2023.

increase was primarily due to the additional cost of directors and officers insurance of $88,158 and an increase in merchant processing fees

the three months ended May 31, 2024, we realized net other expense of $35,225, as compared to net other expense of $65,390 in the same

assets as compared to the same period in 2023.

operating expenses were $179,655 for the six months ended August 31, 2024, as compared to $17,731 for the same period in 2023.

increase was primarily due to the additional cost for insurance of $124,079, an increase in merchant processing fees of $33,765, and

an increase in filing and other fees of $4,080.

the six months ended August 31, 2024, we realized net other expense of $99,452, as compared to net other expense of $139,151 in the same

period in 2023.

The decrease in net other income of $39,699 was primarily due to a decrease in interest expense associated with convertible

loans due to their conversion in connection with the Acquisition.

dividends for the three months ended May 31, 2024 were $10,668, as compared to $0 for the same period in 2023.

The increase was due to

dividends associated with outstanding shares of Series E convertible preferred stock assumed in the Acquisition.

the three months ended May 31, 2024, the net loss from continuing operations totaled $1,987,626 as compared to a net loss from continuing

loans due to their conversion in December 2023.

dividends for the six months ended August 31, 2024 were $21,376, as compared to $0 for the same period in 2023.

The increase was due

to dividends associated with outstanding shares of Series E Preferred Stock assumed in the reverse acquisition of Sigma.

the six months ended August 31, 2024, the net loss from continuing operations totaled $3,521,145, as compared to a net loss from continuing

operations of $2,256,134 for the same period in 2023.

The operating loss component increased by $922,420 in 2024, partially offset by

a decrease in the other loss component of $30,165.

net gain from discontinued operations of $8,909 for the three months ended May 31, 2024 consisted primarily of revenue of $11,731 from

The operating loss component increased by $1,304,710 in 2024, partially offset

by a decrease in the other loss component of $39,699.

net gain from discontinued operations of $7,778 for the six months ended August 31, 2024 consisted primarily of revenue of $14,731 from

legacy Sigma customers, and a gain of $6,011 from the settlement of a trade accounts payable at a discount, partially offset by expenses

of $8,783 consisting of legal expenses and Sigma’s legacy investor relations website.

net loss applicable to common stockholders for the three months ended May 31, 2024, was $1,989,405, as compared to $1,095,371 for the

of $12,964 consisting of legal expenses, termination of a subscription contract, and Sigma’s legacy investor relations website.

net loss applicable to common stockholders for the six months ended August 31, 2024 was $3,534,743, as compared to $2,256,134 for the

same period in 2023, an increase of $1,278,609, or 57%.

The increase was primarily attributable to an increase in operating loss from continued

operations of $922,420 and an increase in preferred dividends of $10,688, partially offset by a gain from discontinued operations of

$8,909, and a decrease in other expense of $30,165.

The increase was primarily attributable to an increase in operating loss from

continued operations of $1,304,710 and an increase in preferred dividends of $21,376, partially offset by a gain from discontinued operations

of $7,778, and a decrease in other expense of $39,699.

and Capital Resources

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our ability to continue as a going concern for 12 months from the date of the filing of this Quarterly Report,

of May 31, 2024, we had $36,679 in cash and a working capital deficit of $2,109,148, as compared with $323,805 in cash and a working

of August 31, 2024, we had $102,006 in cash and a working capital deficit of $3,664,705, as compared with $323,805 in cash and a working

capital deficit of $262,005 as of February 29, 2024.

Additionally, at May 31, 2024, the amount due under our notes payable to related

Additionally, at August 31, 2024, the amount due under our notes payable to related

parties totaled $2,718,594.

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 as of September

13 2024 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.

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 State.

September 1, 2024 and October 11, 2024, additional net related party advances totaled $80,060, and the aggregate outstanding principal

balance of related party advances as of October 11, 2024 was $2,802,654.

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 State.

September 19, 2024 the Company entered into a securities purchase agreement (the “Note & Warrant SPA”) with Alumni

Capital LP (“Alumni Capital”) for the sale of a short-term promissory note (the “Alumni Note”) and warrants

(“Warrants”) to Alumni Capital for total consideration of $250,000.

After deducting commissions, net proceeds to the

Company were $230,000.

Alumni Note is in the principal amount of $300,000 with an original issue discount of $50,000 and guaranteed interest on the

principal amount of ten percent (10%) per annum which shall be due and payable on December 19, 2024.

In the event of a failure to

re-pay the Alumni Note on or before December 19, 2024, the interest rate will increase to the lesser of twenty-two percent (22%) per

annum or the maximum amount permitted under law from the due date thereof until the same is paid.

The Alumni Note is convertible

into common stock of the Company only upon an event of default.

September 19, 2024, the Company also entered into a Common Stock Securities Purchase Agreement (the “Common Stock SPA”) with

Alumni Capital.

Pursuant to the Common Stock SPA, the Company has the right, but not the obligation to cause Alumni Capital to purchase

up to $10 million shares of common stock (the “Commitment Amount”) at the Purchase Price (defined below) during the period

beginning on the execution date of the Common Stock SPA and ending on the earlier of (i) the date on which Alumni Capital has purchased

$10 million shares of common stock pursuant to the Common Stock SPA or (ii) December 31, 2025.

to the Common Stock SPA, the “Purchase Price” means the lowest traded price of Company common stock during the five (5) business

days prior a closing date multiplied by eighty nine percent (89%).

No Purchase Notice will be made without an effective registration

statement and no Purchase Notice will be in an amount greater than $500,000.

October 1, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 66,225 shares of Series I

Convertible Preferred Stock at $3.02 per share, for total consideration of $200,000.

major sources of funding have been proceeds from private offerings of our securities, advances from related parties, and issuance of

convertible and non-convertible debt.

We will need to raise additional amounts to fund our operations, maintain compliance with the

Nasdaq continued listing requirements and implement our business plan.

We currently have no arrangement to obtain any additional

financing, and 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/or lose our Nasdaq listing.

We will need to raise additional amounts to fund our operations, maintain compliance with the Nasdaq

continued listing requirements and implement our business plan.

We currently have no arrangement to obtain any additional financing,

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

Any 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/or lose our Nasdaq listing.

existing cash on hand and anticipated revenues are not sufficient to fund our anticipated operating costs.

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Our future capital requirements will depend on many factors,

including without limitation:

cost of developing and maintaining our proprietary software and NXT 2.0 booking engine;

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Cash Used in Operating Activities

cash used in operating activities from continuing operations totaled $1,151,220 as compared to $591,391 during the same period in 2023,

an increase of $559,829, or 94.71%.

the three months ended May 31, 2024, the net cash used in operating activities was the result of a net loss of $1,987,626 before preferred

cash used in operating activities from continuing operations for the six months ended August 31, 2024 totaled $1,960,326, as compared

to $1,393,118 during the same period in 2023, an increase of $567,208, or 41%.

the six months ended August 31, 2024, the net cash used in operating activities was the result of a net loss of $3,521,145 before preferred

dividends, partially offset by changes in working capital of $1,147,584, and non-cash expenses of $413,235 related to depreciation and

1 unchanged sentence

Changes in working capital were driven by a decrease in accounts receivable

of $6,322, an increase in deferred revenue of $14,280, and an increase in accounts payable and accrued expenses of $534,493, partially

offset by an increase in prepaid expenses of $19,669.

the three months ended May 31, 2023, the net cash used in operating activities was the result of a net loss of $1,095,371, partially offset by changes inworking capital of $130,615, and non-cash expenses of $373,365 related to depreciation and amortization.

Changes in working capital were driven by an increase in accounts payable and accrued expenses of $147,231, partially offset by a decrease

in accounts receivable of $5,000 and a decrease in deferred revenue of $11,616.

of $22,881, a decrease in prepaid expenses of $96,051, and an increase in accounts payable and accrued expenses of $1,033,506, partially

offset by an increase in security deposits of $3,000 and a decrease in deferred revenue of $1,854.

the six months ended August 31, 2023, the net cash used in operating activities was the result of a net loss of $2,256,134, partially

offset by changes inworking capital of $120,279, and non-cash expenses of $742,737 related to depreciation and amortization.

in working capital were driven by an increase in accounts payable and accrued expenses of $110,959 and an increase in deferred revenue

of $57,156, partially offset by an increase in accounts receivable of $5,000, an increase of $34,114 in prepaid expenses, and a decrease

in notes receivable of $8,722.

Cash Used in Investing Activities

cash used in investing activities during the three months ended May 31, 2024 was $169,406, which compares to $165,975 of cash used in

cash used in investing activities during the six months ended August 31, 2024 was $389,568, which compares to $345,807 of cash used in

investing activities during the same period of 2023, an increase of $43,761, or 13%.

The decrease resulted from a slight decrease in

capitalized software development costs during the first three months of 2024.

The increase resulted from an increase in capitalized

software development costs during the period.

Cash Provided by Financing Activities

cash provided by financing activities for the three months ended May 31, 2024 was $1,024,591, as compared to $555,745 for the same period

The increase of $468,846, or 84.4% was due to an increase in advances from related parties of $909,091 and the issuance of a promissory note for $100,000 to an investor, partially offset by

a decrease in the issuance of convertible notes of $540,245.

ability to continue to fund our working capital needs will be dependent upon the success of our efforts to generate revenues from our

operations, and by obtaining additional capital from the sale of securities or by borrowing funds from lenders to fulfill our business

If we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities

may have rights, preferences or privileges senior to those of existing holders of our common stock.

There is no assurance that we will

be successful in obtaining additional funding.

The Company is unable to predict the effect a global recession or geopolitical events,

including the on-going conflict in Ukraine, may have on its access to the financing markets.

If we fail to obtain sufficient funding

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

than the related party promissory notes as described in NOTE 5 – Related Party Transactions to the financial statements included

cash provided by financing activities for the six months ended August 31, 2024 was $2,120,317, as compared to $1,562,352 for the same

period in 2023.

The increase of $557,965, or 36%, was due to an increase in advances from related parties of $1,597,817, the issuance

of promissory notes for $140,000 to investors, and the issuance of preferred shares to investors for $90,000, partially offset by a decrease

in the issuance of convertible notes of $1,269,852.

ability to continue to fund our working capital needs will be dependent upon the success of our efforts to generate revenues from

our operations, and by obtaining additional capital from the sale of securities or by borrowing funds from lenders to fulfill our

business plans.

If we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity

securities may have rights, preferences or privileges senior to those of existing holders of our common stock.

There is no assurance

that we will be successful in obtaining additional funding.

The Company is unable to predict the effect a global recession or

geopolitical events, including the on-going conflicts in Ukraine and Israel/Palestine, may have on its access to the financing markets.

If we fail to

obtain sufficient funding when needed, we may be forced to delay, scale back or eliminate all or a portion of our commercialization

efforts and operations.

than the related party promissory notes as described in Notes 5, 6 and 9 to the financial statements included

elsewhere in this Quarterly Report, we have no lines of credit or other financing arrangements.

5 unchanged sentences

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 2. Management’s Discussion and Analysis