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Item 1. Financial Statements

2025-01-14 compared with 2024-10-15 · 568 added, 437 removed, 408 unchanged (71% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

August 31, 2024

February 29, 2024

Cash and cash equivalents

Promissory note receivable, net

Accounts receivable, net

Prepaid expenses and other current assets

Total Current Assets

and cash equivalents

note receivable, net

receivable, net

expenses and other current assets

Current Assets

and equipment, net

Non-Current Assets

Property and equipment, net

Intangible assets, net

Security deposit

Total Non-Current Assets

payable - related parties

Current Liabilities

Accounts payable

Accrued expenses

Deferred revenue

Notes payable

Notes payable - related parties

Total Current Liabilities

Total Liabilities

Commitments and Contingencies

Stockholder’s Equity

Preferred Stock, $ 0.001 par value, 10,000,000 shares authorized;

93,295 and 472,996 shares issued and outstanding, respectively

Common Stock, $ 0.001 par value, 250,000,000 and 1,200,000 shares authorized, respectively;

Stockholder’s

Stock, $ 0.001 par value, 10,000,000 shares authorized;

225,520 and 472,996 shares issued and outstanding, respectively

Additional Paid in Capital

Accumulated deficit

Stock, $ 0.001 par value, 250,000,000 and 1,200,000 shares authorized, respectively;

1,429,492 and 936,430 shares issued and outstanding,

Paid in Capital

( 29,705,833 )

( 24,151,139 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Stockholders’ Equity

( 1,415,346 )

Liabilities and Stockholders’ Equity

accompanying notes to condensed financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

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

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

Gross profit (loss)

based compensation

and administrative

and marketing

and amortization

Operating Expenses

Salaries and benefits

Stock based compensation

General and administrative

Sales and marketing

Professional service fees

Organization costs

Depreciation and amortization

Other expenses

Total Operating Expenses

Operating loss

( 1,773,527 )

2 unchanged sentences

( 3,348,086 )

Other Income (Expenses)

Interest income (expense), net

Total Other Income (Expense)

Net loss from continuing operations before taxes

income (expense), net

Other Income (Expense)

Net loss from continuing operations

( 2,009,829 )

2 unchanged sentences

( 3,564,396 )

Provision for income taxes

Net loss from continuing operations

for income taxes

from continuing operations

$ ( 2,009,829 )

2 unchanged sentences

$ ( 3,564,396 )

Net gain (loss) from discontinued operations, net of taxes

gain (loss) from discontinued operations, net of taxes

$ ( 2,009,263 )

2 unchanged sentences

$ ( 3,564,396 )

Preferred dividends

Net Loss Applicable to Common Stockholders

Loss Applicable to Common Stockholders

$ ( 2,019,951 )

2 unchanged sentences

$ ( 3,564,396 )

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 (*)

December 29, 2023, Sigma Additive Solutions, Inc.

diluted loss per common share from continuing operations (*)

diluted loss per common share from discontinued operations (*)

and diluted loss per common share (*)

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

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.

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

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

accompanying notes to condensed financial statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

the Three Months and Six Months Ended August 31, 2024, and August 31, 2023

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

Preferred Stock

Balances, May 31, 2024

the Three Months and Nine Months Ended November 30, 2024, and November 30, 2023

the Three Months Ended November 30, 2024, and November 30, 2023

Balances, August 31, 2024

$ ( 27,685,882 )

1 unchanged sentence

( 2,009,263 )

Preferred Stock Dividends

Issuance of Convertible Preferred Shares

Common Shares Issued for Third party Services

Stock Options Issued to Employees

Balances, August 31, 2024

Common Shares Issued for Third

party Services

Warrants Issued in Connection

with Bridge Loan Financing

Based Compensation

Balances, November 30,

$ ( 29,705,833 )

$ ( 1,415,346 )

Preferred Stock

Balances, May 31, 2023(*)

August 31, 2023 (*)

$ ( 19,067,997 )

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( 1,308,262 )

Balances, August 31, 2023(*)

November 30, 2023 (*)

$ ( 20,376,259 )

$ ( 3,080,286 )

December 29, 2023, Sigma Additive Solutions, Inc.

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

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.

the Six Months Ended August 31, 2024, and August 31, 2023

Preferred Stock

Balances, February 29, 2024

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

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

the Nine Months Ended November 30, 2024, and November 30, 2023

February 29, 2024 (*)

$ ( 24,151,139 )

3 unchanged sentences

Issuance of Convertible Preferred Shares

Common Shares Issued for Conversion of Preferred Stock

Issuance of Common Shares for Third Party Services

Stock Options Issued to Employees

Balances, August 31, 2024

Common Shares Issued for Conversion

of Preferred Stock

Issuance of Common Shares

for Third Party Services

Issuance of Common Shares as Commitment Shares

Warrants Issued in Connection

with Bridge Loan Financing

Based Compensation

Balances, November 30,

$ ( 29,705,833 )

$ ( 1,415,346 )

Preferred Stock

Balances, February 28, 2023(*)

February 28, 2023 (*)

$ ( 16,811,863 )

2 unchanged sentences

( 3,564,396 )

Balances, August 31, 2023(*)

November 30, 2023 (*)

$ ( 20,376,259 )

2 unchanged sentences

$ ( 3,080,286 )

December 29, 2023, Sigma Additive Solutions, Inc.

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

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.

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

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

accompanying notes to condensed financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

August 31, 2024

August 31, 2023

OPERATING ACTIVITIES

Net Loss – Continuing Operations

Loss – Continuing Operations

$ ( 5,530,975 )

$ ( 3,564,396 )

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Noncash Expenses:

Depreciation and amortization – property and equipment and intangibles

Depreciation of right of use asset

Stock-based compensation

Change in Assets and Liabilities:

Accounts receivable

Prepaid expenses

Promissory note receivable

Accounts payable and accrued expenses

Deferred revenue

Security deposit

NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS

to Reconcile Net Loss to Net Cash Used in Operating Activities:

and amortization – property and equipment and intangibles

of right of use asset

of debt discount

of preferred stock for third party services

Issuance of commitment shares

in Assets and Liabilities:

note receivable

payable and accrued expenses

CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS

( 3,143,697 )

( 2,265,048 )

NET CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

NET CASH USED IN OPERATING ACTIVITIES

CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

CASH USED IN OPERATING ACTIVITIES

( 3,135,353 )

( 2,265,048 )

INVESTING ACTIVITIES

Capitalized software development costs

NET CASH USED IN INVESTING ACTIVITIES

FINANCING ACTIVITIES

Proceeds from issuance of convertible notes

Proceeds from issuance of convertible preferred shares

software development costs

CASH USED IN INVESTING ACTIVITIES

Proceeds from issuance of

convertible notes

Proceeds from issuance of

convertible preferred shares

Notes payable

Advances from related parties

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET CHANGE IN CASH FOR PERIOD

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Supplemental Disclosures:

Noncash Investing and Financing Activities Disclosure:

Issuance of common shares for services

Preferred stock dividends

Disclosure of Cash Paid for:

from related parties

CASH PROVIDED BY FINANCING ACTIVITIES

IN CASH FOR PERIOD

AT BEGINNING OF PERIOD

AT END OF PERIOD

Investing and Financing Activities Disclosure:

Issuance of common shares

Issuance of common stock warrants

in connection with bridge financing

stock dividends

of Cash Paid for:

accompanying notes to condensed financial statements.

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1 - Business Description and Going Concern

Additive Solutions, Inc.

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

The Company was initially incorporated as Messidor Limited in Nevada

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

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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

to “NextTrip, Inc.” (the “Company”).

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.

(“NTH”) incorporated October 22, 2015,

and Extraordinary Vacations USA, Inc.

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.

to the Exchange Agreement as described below, NTH was a wholly owned subsidiary of NextTrip Group, LLC (“NTG”), 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 of the business operations of NTG were

conducted through its subsidiaries.

On January 25, 2023, NextPlay and NTG 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

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

a value of $ 10 per unit.

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

advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had obligations to provide ongoing support to NTH.

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 NTH 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

Our proprietary booking engine, branded as NextTrip 2.0 (“NXT2.0”), provides travel distributors

access to a sizeable inventory.

Company owns 50 % of Next Innovation LLC (Joint Venture) and this entity is in the process of a first structure plan.

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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,

October 12, 2023, the Company (f/k/a Sigma) entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”) with NTH, NTG, and

William Kerby (the “NextTrip Representative”).

Under the terms of the Exchange Agreement, the parties agreed that NTG would

sell and transfer to the Company all of the issued and outstanding shares of NTH 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 the Company’s 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 NTG,

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

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

Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of the Company’s 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

of control, with the members of NTG 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.

As a result, the Acquisition is accounted for as a reverse acquisition of NTH by the Company, whereby the Company is treated

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

As a result, the historical financial information presented is that

of November 30, 2024, three of the four business milestones had been achieved as further described in Note 2 under “Loss Per Share”

As a result, 4,393,993 of the contingent shares were eligible to be issued.

The remaining 1,450,000 contingent shares will be

eligible for issue upon the launch of the Travel Agent platform.

having achieved three of the four business milestones, the Company cannot issue the contingent shares without risk of the Company’s

common stock being suspended from trading and delisted until Nasdaq approves the Company’s initial listing application, which is

pending with Nasdaq.

The Company has been advised by Nasdaq that issuing the contingent shares prior to approval of the application will

result in the immediate delisting of the Company, as such issuance will trigger a change in control.

The Company intends to issue said

securities as soon as Nasdaq has cleared its application.

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.

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

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

That 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 assets and liabilities

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

The assets and liabilities

of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business combinations (ASC

The retained earnings and

other equity balances of the legal subsidiary before the business combination;

The 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.

Accordingly, 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.

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2 – Summary of Significant Accounting Policies

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.

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 August 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.

The 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 filed with the Securities and Exchange Commission on September 4, 2024.

The results of operations for the period ended August 31, 2024 are not necessarily indicative of the operating

results for the full year.

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.

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 November 30, 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 filed with the Securities and Exchange Commission on September

The results of operations for the period ended November 30, 2024 are not necessarily indicative of the operating results for

the full year.

Reclassification

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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 and 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

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

to the terms of the Promissory Note (the “NextPlay Note”) between NextTrip and NextPlay, the NextPlay Note was due and

payable in full on the earlier of September 1, 2023 or the date the Company completed a financing of $ 10

million or more.

No payments have been made by NextPlay, and as such NextPlay is in default under the terms of the NextPlay

Company has entered into a non-binding Memorandum of Understanding (“MOU”) with NextPlay, whereby the Company has agreed

to forgive the entire amount due under the NextPlay Note in exchange for the cancellation of the 400,000

Preferred Units of NTG issued to them as described in Note 1.

The Preferred Units are convertible into 500,000

NextTrip, Inc.

common shares, of which 13,001

such common shares were issued as Closing Shares on December 29, 2023.

The Company has a commitment from a third party to purchase

shares at a price of $ 2.00

As a result, the since Company can realize a minimum of $ 1,000,000

from NextPlay’s sale of the common shares, a valuation allowance of $ 1,567,665

was established as of February 29, 2024.

The Company is in the process of negotiating a second offer to purchase the shares, and

therefore has not closed the transaction with NextPlay.

The Company expects to close one of the transaction options before year-end.

During the three and nine months ended November 30, 2024 and 2023, there was no bad debt expense recorded related to the allowance

account, and the allowance is unchanged as of November 30, 2024.

As of November 30, 2023, no allowance for doubtful accounts was

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

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

At August 31, 2024 and 2023 the

At November 30, 2024 and 2023 the

Company had the following common shares underlying these instruments:

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

of Underlying Common Shares Excluded from Computation of Loss Per Share

Stock Options

Preferred Stock

Total Underlying Common Shares

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 shares

of dilutive potential common stock for the periods three and six months ended August 31, 2024, and 2023:

of dilutive potential common stock for the three and nine months ended November 30, 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

Six Months Ended

Loss from continuing operations

Loss from continuing

$ ( 2,009,829 )

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$ ( 3,564,396 )

Preferred dividends

Loss from continuing operations applicable to common stockholders

Loss from continuing operations

applicable to common stockholders

( 2,020,517 )

2 unchanged sentences

( 3,564,396 )

Gain (loss) from discontinued operations applicable to common stockholders

Net loss applicable to common stockholders

(loss) from discontinued operations applicable to common stockholders

loss applicable to common stockholders

$ ( 2,019,951 )

2 unchanged sentences

( 3,564,396 )

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 warrants, stock options and preferred stock

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

At August 31, 2024, the Company had outstanding

warrants to purchase 484,063 shares of common stock, stock options exercisable for 78,877 shares of common stock, 316 shares of Series

E Preferred Stock, which could be converted into 3,259 shares of common stock, 33,000 shares of Series H Preferred Stock, convertible

into 33,000 shares of common stock, and 59,979 shares of Series I Preferred Stock, convertible into 59,979 shares of common stock, resulting

in a potential total additional 659,178 shares of common stock outstanding in the future.

At August 31, 2023, the Company had no outstanding

potentially dilutive securities.

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

June 10, 2024, the Company determined that three of the four business milestones per the Share Exchange Agreement had been achieved.

As a result, 4,393,993 of the total contingent shares of 5,843,993 became eligible for issuance.

Pursuant to ASC 260, as there are no

circumstances under which the shares will not be issued, such eligible contingent shares are included in the computation of basic earnings

The following table shows the business milestones and the issuable contingent shares:

of Business Milestones and Issuable Contingent Shares

Launch of leisure

travel booking platform

Launch of group travel

booking platform

of FlexPay technology

contingent shares issuable on June 10, 2024

of travel agent platform

contingent shares potentially issuable in future periods

contingent shares

following table shows the reconciliation of the weighted average common shares outstanding for the three and nine months ended November

30, 2024 to the weighted average common shares used in the computation of basic earnings per share:

of Weighted Average Common Shares

Number of Common Shares

November 30, 2024

1,429,492 common

shares outstanding

4,393,993 issuable contingent

Weighted average common

shares outstanding

issuable contingent shares are of the Company’s sole class of common stock, and as such have the same rights and privileges as

existing common stock.

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

for the periods presented would have had an anti-dilutive effect.

At November 30, 2024, the Company had outstanding warrants to purchase

679,737 shares of common stock, stock options exercisable for 78,867 shares of common stock, 316 shares of Series E Preferred Stock,

which could be converted into 3,310 shares of common stock, 33,000 shares of Series H Preferred Stock, convertible into 33,000 shares

of common stock, and 192,204 shares of Series I Preferred Stock, convertible into 192,204 shares of common stock, resulting in a potential

total additional 987,118 shares of common stock outstanding in the future.

At November 30, 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

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2014-09, Revenue from Contracts with Customers .

ASU 2014-09 is a comprehensive

revenue recognition standard that superseded nearly all existing revenue recognition guidance under prior U.S.

GAAP and replaced it with

a principles-based approach for determining revenue recognition.

The core principle of the standard is the recognition of revenue upon

the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to

be entitled in exchange for those goods or services.

is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance under prior U.S.

and replaced it with a principles-based approach for determining revenue recognition.

The core principle of the standard is the recognition

of revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company

expects to be entitled in exchange for those goods or services.

In general, we determine revenue recognition by:

(1) identifying the contract, or

contracts, with our customer;

(1) identifying the

contract, or contracts, with our customer;

(2) identifying the performance obligations in the contract;

(3) determining the transaction price;

(3) determining the transaction

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

and (5) recognizing revenue when, or as, we satisfy performance

obligations by transferring the promised goods or services.

and (5) recognizing revenue when, or as, we satisfy

performance obligations by transferring the promised goods or services.

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

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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.

The Company is primarily

responsible for fulling the promise to provide such travel product.

The Company has inventory

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

The 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

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3 – Intangible Assets

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

assets as of November 30, 2024, and February 29, 2024 consisted of the following:

of Intangible Assets

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Software Licenses

Accumulated amortization

( 5,755,560 )

( 5,224,467 )

Intangible assets, net of amortization

expense for the six months ended August 31, 2024, and 2023 was $ 383,061 and $ 657,389 , respectively.

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

assets, net of amortization

expense for the Nine months ended November 30, 2024, and 2023 was $ 531,093 and $ 926,295 , respectively.

the three and Nine months ended November 30, 2024, and 2023, the Company recorded no impairment losses associated with the carrying value

exceeding its recoverable amount.

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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 at any time.

February 29, 2024, NextTrip Holdings, Inc., a wholly owned subsidiary of the Company, issued an unsecured promissory note, in the principal

amount of $ 391,776.54 to William Kerby, to memorialize the terms and conditions of certain working

capital advances made by Mr.

Kerby to NextTrip.

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 Holdings, Inc.

without any penalty.

Kerby serves as Chief Executive Officer

of both the Company and NextTrip.

The promissory note was approved by the Company’s Board of Directors, including all independent

members thereof.

As of November 30, 2024, the total principal amount outstanding under this note was $ 348,109 .

March 18, 2024, the Company’s wholly-owned subsidiary, NTH, 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 at any time.

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

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the Company at any time prior to maturity without penalty.

As of August 31, 2024, the full principal amount of the note had been advanced

to the Company.

As of November 30, 2024, the full principal amount of the note had been advanced

to the Company and was outstanding.

April 23, 2024, the Company’s board of directors approved the Company’s wholly-owned subsidiary, NextTrip, to enter into

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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

As of August 31, 2024, $ 1,411,414 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”),

As of November 30, 2024, the total principal amount advanced under the line of credit was $ 1,717,296 .

May 21, 2024, NextTrip issued an unsecured promissory note in the principal amount of $ 455,000 to Mr.

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 .

As of November

30, 2024, the outstanding principal balance of the promissory note was $ 405,000 .

The promissory note accrues interest

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Directors, including the independent members thereof.

total amounts due to related parties at August 31, 2024 and February 29, 2024 totaled $ 2,718,594 and $ 828,277 , respectively.

following table summarizes the principal amounts outstanding by promissory note date and related party as of November 30, 2024:

of Principal Amounts Outstanding by Promissory Note Date and Related party

Outstanding at

November 30, 2024

William Kerby

Chief Executive

March 18, 2024

William Kerby

Chief Executive Officer

April 23, 2024

William Kerby

Chief Executive Officer

Gregory Miller

Executive Vice-President

total amounts due to related parties at November 30, 2024 and February 29, 2024 totaled $ 2,970,405 (as provided in the table above)

and $ 828,277 , respectively.

6 – Notes Payable

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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 investor.

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 investor.

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

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

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.

October 18, 2024, the Company entered into a securities purchase agreement (the “Note SPA”) with 1800 Diagonal Lending, LLC

(“1800 Diagonal”) for the sale of a short-term promissory note (the “1800 Diagonal Note”) for total consideration

of $ 132,000 .

After deducting commissions and other expenses, net proceeds to the Company were $ 115,000 .

1800 Diagonal Note is in the principal amount of $ 154,440 with an original issue discount of $ 22,440 and guaranteed interest on the principal

amount of thirteen percent ( 13 %) which shall be due and payable in ten (10) equal monthly installments of $ 17,451.70 commencing on November

The note and interest may be prepaid by the Company at any time with no prepayment penalty.

In the event of a failure to pay

a monthly installment within five (5) business days of the due date, the interest rate will increase to twenty-two percent ( 22 %) per

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

The 1800 Diagonal Note is convertible

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

November 8, 2024, the Company entered into a second securities purchase agreement (the “Note2 SPA”) with 1800 Diagonal for

the sale of a short-term promissory note (the “1800 Diagonal Note2”) for total consideration of $ 107,000 .

1800 Diagonal Note2 is in the principal amount of $ 125,190 with an original issue discount of $ 18,190 and guaranteed interest on the

principal amount of thirteen percent ( 13 %) which shall be due and payable in five (5) monthly installments.

The first installment of

50% of the amount due, totaling $ 70,732 , is payable on May 15, 2025 .

The remaining 50% is payable in four (4) equal monthly installments

of $ 17,683 commencing on June 15, 2025 .

The note and interest may be prepaid by the Company at any time with no prepayment penalty.

the event of a failure to pay a monthly installment within five (5) business days of the due date, the interest rate will increase to

twenty-two percent ( 22 %) per annum or the maximum amount permitted under law from the due date thereof until the same is paid.

Diagonal Note2 is convertible into common stock of the Company only upon an event of default.

November 1, 2024, the Company sold a short-term promissory note to an investor for total consideration of $ 250,000 , resulting in total

net proceeds of $ 250,000 .

The note is in the principal amount of $ 287,500 and includes an original issue discount of $ 37,500 .

is payable in full on or before May 1, 2025 , and may be prepaid at any time without penalty.

In the event of default, the remaining unpaid

balance is due and payable immediately at the option of the investor.

In connection with the note, the Company issued a warrant to the

investor to purchase up to 100,000 shares of common stock with an exercise price of $ 3.25 .

The warrant expires on November 1, 2027.

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

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No payments have been made on the

lease and no expense has been recognized for the three and six months ended August 31, 2024.

Rent expense for the three and six months

ended August 31, 2023 totaled $ 37,822 and $ 74,847 , respectively.

lease and no expense has been recognized for the three and nine months ended November 30, 2024.

Rent expense for the three and nine months

ended November 30, 2023 totaled $ 48,245 and $ 123,092 , respectively.

Company leases approximately 350 square feet of space for its principal executive offices at 3900 Paseo del Sol, Santa Fe, New Mexico

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a straight-line basis over the lease term.

Rent expense related to this lease for the three and six months ended August 31, 2024 was

Rent expense related to this lease for the three and nine months ended November 30, 2024 was

$ 2,200 and $ 5,500 , respectively, and $ 0 for the same periods in 2023.

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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

the first fiscal quarter of 2025, the Company issued 100,000 shares of common stock upon conversion of 100,000 shares of Series G Convertible

Preferred Stock, 117,000 shares of common stock upon conversion of 117,000 shares of Series H Convertible Preferred Stock, and 192,502

shares of common stock upon conversion of 192,502 shares of Series I Convertible Preferred Stock.

the second quarter of 2024, the Company issued 42,709

shares of common stock to a service provider as partial compensation for development work related to Compass.tv, the

Company’s Free-Ad Supported TV (“FAST”) channel.

our amended and restated articles of incorporation, as amended (“Articles”), 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.

the second fiscal quarter of 2025, the Company issued 42,709 shares of common stock to a service provider as partial compensation for

development work related to Compass.TV, the Company’s Free-Ad Supported TV (“FAST”) channel.

the third fiscal quarter of 2025, the Company issued 32,786 shares of common stock as commitment shares for its $ 10 million Equity Line

of Credit and 8,065 common shares as a deposit for the potential acquisition of Five Star Alliance.

our amended and restated articles of incorporation, as amended (“Articles”), 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

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Company is authorized to issue 10,000,000 shares of preferred stock, $ 0.001 par value.

An aggregate of 93,295 and 472,996 shares of preferred

stock were issued and outstanding at August 31, 2024 and February 29, 2024, respectively.

An aggregate of 225,520 and 472,996 shares of

preferred stock were issued and outstanding at November 30, 2024 and February 29, 2024, respectively.

E Convertible Preferred Stock

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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 Series E 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).

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

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

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 Series E 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.

November 30, 2024, 316 shares of the issued Series E Convertible Preferred Stock were outstanding, which if converted as of November

30, 2024, including the make-whole dividends, would have resulted in the issuance of 3,310 shares of common stock.

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The Series F Preferred

was designated by the Company in connection with its 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.

was designated by the Company in connection with its 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:

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on shares of Company common stock.

Except as provided by the 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 (iii) enter into any agreement with respect to

the foregoing.

Except as provided by the 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.

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

(iii) 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,

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

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

November 30, 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 (the “Series G Preferred”).

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 (the “Series G Preferred”).

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

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with the terms of the Perpetual License Agreement.

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

November 30, 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 (the “Series H Preferred”).

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 (the “Series H Preferred”).

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

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

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

November 30, 2024, 33,000 shares of the issued Series H Convertible Preferred Stock were outstanding, which if converted as of November

30, 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 (the “Series I Preferred”).

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 (the “Series I Preferred”).

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

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

August 15, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 4,967

shares of Series I Convertible Preferred Stock, at $ 3.02

per share, resulting in gross proceeds to the Company of $ 15,000 .

August 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 24,834

shares of Series I Convertible Preferred Stock at $ 3.02

per share, resulting in gross proceeds to the Company of $ 75,000 .

August 31, 2024, 59,979

shares of the issued Series I Convertible Preferred Stock were outstanding, which if converted as of August 31, 2024, would have

resulted in the issuance of 59,979

shares of common stock.

August 15, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 4,967 shares of Series I Convertible

Preferred Stock, at $ 3.02 per share, resulting in gross proceeds to the Company of $ 15,000 .

August 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 24,834 shares of

Series I Convertible Preferred Stock at $ 3.02 per share, resulting in gross proceeds to the Company of $ 75,000 .

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, resulting in gross proceeds to the Company of $ 200,000 .

October 30, 2024 and November 5, 2024, the Company issued 66,000

shares of Series I Convertible Preferred Stock to third parties in connection with investor relations services.

November 30, 2024, 192,204 shares of the issued Series I Convertible Preferred Stock were outstanding, which if converted as of November

30, 2024, would have resulted in the issuance of 192,204 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

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7,000,000 shares of common stock have been reserved for issuance under

the 2023 Plan., and as of August 31, 2024, all of such shares are available for issuance.

the 2023 Plan., and as of November 30, 2024, all of such shares are available for issuance.

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

As such, no new grants may be made under the 2013 Plan.

August 31, 2024, there were 78,877

shares of common stock reserved for issuance upon exercise of outstanding stock options issued under the 2013 Plan prior to its

issuances of stock options for the six months ended August 31, 2024 or August 31, 2023.

30, 2024, there were 76,367 shares of common stock reserved for issuance upon exercise of outstanding stock options issued under the

2013 Plan prior to its expiration, and an additional 2,500 shares reserved for issuance pursuant to outstanding inducement options.

were no issuances of stock options for the nine months ended November 30, 2024 or November 30, 2023.

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

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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 three and six months ended August 31, 2024 was $ 13,841

stock-based compensation expense included in the statements of operations for the three and nine months ended November 30, 2024 was $ 6,227

and $ 36,463 , respectively, all of which was related to stock options.

There was no stock-based compensation included in the statements

of operations for the three or six months ended August 31, 2023.

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

Schedule of Stock Option Activity

There was $ 0 stock-based compensation included in the statements

of operations for the three and nine months ended November 30, 2023.

activity for the nine months ended November 30, 2024 and the year ended February 29, 2024 was as follows:

of Stock Option Activity

Options outstanding at February 28, 2023

Options assumed pursuant to reverse acquisition

Options assumed pursuant to reverse

Forfeited or cancelled

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Forfeited or cancelled

Options outstanding August 31, 2024

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

Options exercisable at August 31, 2024

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

Options outstanding November 30, 2024

Options expected to vest in the future as of November

Options exercisable at November 30, 2024

Options vested, exercisable, and options expected to

vest at November 30, 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 August 31, 2024, no option

At November 30, 2024, no option

had an exercise price below the $ 3.82 closing price of our common stock as reported on the Nasdaq Capital Market.

August 31, 2024, there was $ 16,139 of unrecognized stock-based compensation expense related to unvested stock options with a weighted

November 30, 2024, there was $ 9,910 of unrecognized stock-based compensation expense related to unvested stock options with a weighted

average remaining recognition period of 0.54 years.

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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 six months ended August 31, 2024 or August 31, 2023.

Company did not grant any SAR’s during the nine months ended November 30, 2024 or November 30, 2023.

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

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

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

Schedule of Stock

Appreciation Rights Activity

Contractual Life (Yrs.)

activity for the nine months ended November 30, 2024 and the year ended February 29, 2024 was as follows:

of Stock Appreciation Rights Activity

SARs outstanding at February 28, 2023

SARs assumed pursuant to reverse acquisition

SARs assumed pursuant to reverse

Forfeited or cancelled

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Forfeited or cancelled

SARs outstanding August 31, 2024

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

SARs exercisable at August 31, 2024

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

SARs outstanding November 30, 2024

SARs expected to vest in the future as of November

SARs exercisable at November 30, 2024

SARs vested, exercisable, and SARs expected to vest

at November 30, 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 August 31, 2024, no SAR

At November 30, 2024, no SAR

had an exercise price below the $ 3.82 closing price of our common stock as reported on the Nasdaq Capital Market.

August 31, 2024, there was $ 943 of unrecognized stock-based compensation expense related to unvested SARs with a weighted average remaining

recognition period of 0.64 years.

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

Schedule of Warranty Activity

November 30, 2024, there was $ 1,565 of unrecognized stock-based compensation expense related to unvested SARs with a weighted average

remaining recognition period of 0.42 years.

activity for the nine months ended November 30, 2024 and the year ended February 29, 2024 was as follows:

of Warrant Activity

Warrants outstanding at February 28, 2023

Warrants assumed pursuant to reverse acquisition

Warrants assumed

pursuant to reverse acquisition

Forfeited or cancelled

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Forfeited or cancelled

Warrants outstanding at August 31, 2024

Warrants outstanding at November 30, 2024

9 - Subsequent Events

Related Party Advances

September 1, 2024 and October 11, 2024, additional net related party advances totaled $ 84,060 , and the aggregate outstanding principal

balance of related party advances was $ 2,802,654 .

December 9, 2024, the Company and NextTrip Holdings, Inc.

(“NTH”), entered into a forbearance agreement (the “Forbearance

Agreement) related to the issuance of certain contingent shares (the “Contingent Shares”) of Company common stock issuable

upon NTH earning certain milestones as provided in that certain share exchange agreement (the “Share Exchange Agreement”)

entered into by and among the Company, NTH and NextTrip Group, LLC (“NTG”), the sole stockholder of NTH, and the NTH shareholder

representative, pursuant to which the Company acquired 100 % of NTH (the “Acquisition”) in exchange for shares of Company

common stock, (the “Exchange Shares”).

As a result, NTH became a wholly owned subsidiary of the Company as of December 29,

2023 (the “Closing Date”).

the closing of the Acquisition, the members of NTG were issued a number of Exchange Shares equal to 19.99 % of the Company’s issued

and outstanding shares of common stock immediately prior to the Closing Date.

Under the Share Exchange Agreement, the NTG Sellers are

also entitled to receive additional Contingent Shares, subject to NTH’s achievement of future business milestones specified in

the Share Exchange Agreement.

to the Share Exchange Agreement, whether a Milestone Event is met and the Contingent Shares are issuable is to be determined by the Company

and NTH on a mutually agreeable date (each a “Milestone Payment Determination Date”) no later than thirty (30) days following

notice by NTH to the Company that such Milestone Event has been met.

If Contingent Shares are determined to be issuable, the Company

is required to issue additional Contingent Shares within 60 days following each Milestone Payment Determination Date.

date, no Contingent Shares have been issued.

NTH believes, and the Company does not dispute, that 3 of the 4 milestones have been met

as of the date hereof but that, as a result of delays with the Company’s Form S-1 registration statement and the Company’s

pending initial listing application with Nasdaq (the “Regulatory Delays”), NTH has not sent formal notice to the Company

because doing so without the approval of Nasdaq’s initial listing application could trigger a delisting and suspension of trading

of the Company’s common stock on Nasdaq.

to the indefinite delays caused by regulatory matters and NTH desire to receive the Contingent Shares earned to date, NTH has expressed

an intent to the Company to deliver formal notice that such Milestone Events have been met.

However, due to the fact that such issuance

could trigger consequences to all Parties involved, NTH and the Company have negotiated a Forbearance Agreement, whereby NTH agrees to

forbear from issuing the Milestone Payment Determination Date notice until January 31, 2025 or earlier in the event of a default (the

“Forbearance Expiration Date”) in exchange for an agreement by the Company that, if such Nasdaq initial listing application

is not approved by such date that, (i) all such earned Contingent Shares will be issued withing five (5) business days of the Forbearance

Expiration Date and (ii) all such board appointment rights will be exercised and such members will be approved within five (5) business

days of the Forbearance Expiration Date.

Party Promissory Notes

December 1, 2024 and January 10, 2025, additional net related party advances under promissory notes totaled $ 16,667 ,

and as of January 10, 2025, the aggregate outstanding principal balance of related party promissory notes was $ 1,174,131 , after giving

effect to repayments of $ 62,940

and the conversion of $ 1,750,000

to Series L Preferred Shares (as defined below).

September 13, 2024, the Company’s board of directors approved the conversion of up to 100 % of the outstanding principal balance

2 unchanged sentences

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.

Nasdaq Listing Requirement Deficiency Notice

September 18, 2024, the Company received a notification letter (the “Notice”) from the Nasdaq Listing Qualifications Staff

(the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its amount of stockholders’

equity has fallen below the $ 2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1).

also noted that the Company does not meet the alternatives of market value of listed securities or net income from continuing operations,

and therefore, the Company no longer complies with Nasdaq’s Listing Rules.

Nasdaq Listing Rules, the Company has until November 4, 2024 to provide Nasdaq with a specific plan to achieve and sustain compliance.

If Nasdaq accepts the Company’s plan to regain compliance, Nasdaq may grant an extension of up to 180 calendar days from the date

of the Notice to evidence compliance.

If Nasdaq does not accept the Company’s plan to regain compliance, the Company will have

the opportunity to appeal the decision to a Nasdaq Hearings Panel.

A hearing request will stay the suspension and delisting of the Company’s

securities pending the Nasdaq Hearings Panel’s decision.

Notice has no 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.

Company is evaluating various courses of action to achieve compliance with Nasdaq Listing Rule 5550(b)(1).

There can be no assurance

that the Company will regain compliance with Nasdaq Listing Rule 5550(b)(1) or that the Company will be able meet the continued listing

requirements during any compliance period that may be granted by Nasdaq.

September 18, 2024, the Company also received a letter from the Staff of Nasdaq indicating that the Staff has determined that the Company

has regained compliance with the periodic filing requirements set forth in Nasdaq Listing Rule 5250(c)(1) because the Company filed its

Annual Report on Form 10-K for the fiscal year ended February 29, 2024 and the Quarterly Report on Form 10-Q for the quarter ended May

the Company has regained full compliance with the periodic filing requirement deficiency, which the Company disclosed in those Current

Reports on Form 8-K filed with the Securities and Exchange Commission on June 21, 2024 and July 19, 2024, and Nasdaq has informed the

Company in writing that the matter is now closed.

September 2024 Alumni Capital Transactions

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 (the

“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

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.

such an event of default, Alumni shall have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties,

and all other amounts under the Alumni Note into fully paid and non-assessable shares of the Company’s common stock at a conversion

price of eighty percent (80%) of the lowest traded price of the common stock during the twenty (20) business days prior to Alumni’s

delivery of a notice of conversion (the “Conversion Price’), subject to adjustment in the event the Company is no longer

DWAC eligible, is subject to a DTC “chill” and/or the Company ceases to be a reporting issuer.

Notwithstanding the foregoing,

conversions will be subject to limitation whereby such conversion would result in beneficial ownership by Alumni and its affiliates of

more than 9.99% of the outstanding shares of Company’s common stock (the “Beneficial Ownership Limitation”) or would

exceed 19.99% of the Company’s outstanding common stock as of September 19, 2024 (the “Exchange Cap”).

conjunction with the issuance of the Alumni Note to Alumni, the Company also issued Warrants to purchase 96,774 shares of common stock

at a price per share of $ 3.10 , which represents 100% warrant coverage on the principal amount of the Alumni Note.

The Warrants are exercisable

on or prior to the five ( 5 ) year anniversary of the date of issuance.

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.

consideration for Alumni Capital’s execution and delivery of, and performance under, the Common Stock SPA, the Company (i) issued

and delivered 32,786 shares of Company common stock to Alumni Capital on September 19, 2024, and (ii) within one (1) business day from

the date off effectiveness of the S-1 Registration Statement registering shares issuable pursuant to the Common Stock SPA, the Company

shall cause its transfer agent to issue and deliver as DWAC or DRS shares to Alumni Capital that number of shares of common stock equal

to two percent ( 2.00 %) of the Commitment Amount divided by the VWAP for the Company’s common stock for the business day prior to

the notice of effectiveness.

2024 Preferred Stock Sale

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 .

Kerby and Monaco had initially agreed to convert $ 1,500,000 of their then 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.

On December 26, 2024, Messrs.

Kerby and Monaco agreed to increase their conversion to $ 1,750,000 , or 61 % of their November 30, 2024 outstanding principal balance of

$ 2,879,624 .

December 31, 2024, the Company entered into debt conversion agreements (the “Related Party Debt Conversion Agreements”) with

its chief executive officer William Kerby and chairman of the board Donald P.

Monaco (the “Related Parties”) whereby the

Related Parties and the Company agreed to convert $ 1.75 million in existing unsecured promissory notes owed to the Related Parties for

monies advanced to the Company into an aggregate of 579,469 restricted shares of newly designated Series L Nonvoting Convertible Preferred

Stock of the Company (the “Series L Preferred”), (the “Series L Offering”) at a purchase price of $ 3.02 per share.

Series L Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the

Company obtains stockholder approval to remove the Exchange Cap, subject to beneficial ownership limitations.

2024 Alumni Capital LLC Promissory Note Repayment

December 19, 2024, pursuant to the terms of the Alumni Capital LLC short-term promissory note, the Company repaid the entire amount of

the outstanding principal, including the discount, plus accrued interest thereon.

2024 Series J Preferred Stock Offering

December 31, 2024, the Company entered into a securities purchase agreement (the “Series J Purchase Agreement”) with certain

accredited investors (the “Purchasers”), pursuant to which the Company issued and sold an aggregate of 297,788 restricted

shares of newly designated Series J Nonvoting Convertible Preferred Stock of the Company (the “Series J Preferred”), (the

“Series J Offering”) at a purchase price of $ 3.02 per share.

Series J Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the

Company obtains stockholder approval to remove the Exchange Cap

2024 Promissory Note and Warrant

December 3, 2024, the Company sold a short-term promissory note to an existing note holder for total consideration of $ 100,000 .

has an original issue discount of $ 15,000 .

The note is payable in full on May 29, 2025 , and may be prepaid by the Company at any time

without penalty.

In the event of default, the entire unpaid balance is immediately due and payable.

In connection with the sale of the

note, the Company issued a warrant to the investor to purchase up to 40,000 shares of common stock with an exercise price of $ 3.25 .

warrant has a three-year term and expires on December 3, 2027.

2024 Series K Preferred Stock, Warrant and Unsecured Promissory Note Offering

December 31, 2024, the Company entered into a series of agreements whereby an investor agreed to loan the Company up to $ 1,000,000 against

an unsecured promissory note (the “$1M Note”).

The $1M Note is payable in full on the earlier date of one (1) year from issuance

or the date the Company completes a financing of $ 5 million or greater, is unsecured and has no prepayment penalty.

connection with the $1M Note, the investor received fifteen percent (15%) guaranteed prepaid interest issued in the form of Series K

Nonvoting Convertible Preferred Stock of the Company (the “Series K Preferred Stock”) as well as 100% warrant coverage, as

(1) a warrant exercisable in cash to purchase up to 500,000 shares of Common Stock (the “Cash Warrant”) and (2)

a cashless warrant (the “Cashless Warrant”) to purchase up to 500,000 shares of Common Stock, each at an exercise price of

$4.00 per share for a period of three years which is exercisable six (6) months from the issuance date.

Concurrently,

on December 31, 2024, the Company entered into a series of agreements whereby additional investors agreed to loan the Company $ 220,000

against an unsecured promissory note (the “$220k Note”).

The $220k Note has a maturity date of one (1) year from the date

thereof, is unsecured and has no prepayment penalty.

connection with the $220k Note, the investors also received fifteen percent ( 15 %) guaranteed prepaid interest issued in the form of Series

K Preferred Stock as well as a warrant to purchase up to 220,000 shares of the Company’s common stock.

The warrant has an exercise

price of $ 4.00 per share and is exercisable for a period of three years, beginning on the issuance date.

If at the time of any exercise

of the warrant, there is no effective registration statement registering, or no current prospectus available for, the issuance or resale

of the shares by the investor, then such investor may elect to exercise up to 50 % of the warrant on a cashless basis.

In connection with

the $220k Note, the Company entered into a registration rights agreement with respect to the shares of Common Stock underlying the Series

K Preferred Stock and Half Cashless Warrant (the “Registration Rights Agreement”).

Series K investor entered into a securities purchase agreement (the “Series K Purchase Agreement”) whereby an aggregate of

60,595 restricted shares of Series K Preferred, (the “Series K Offering”) at a purchase price of $ 3.02 per share.

Series K Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the

Company obtains stockholder approval to remove the Exchange Cap.

M Preferred Stock Offering and Debt Conversion

December 31, 2024, the Company entered into a securities purchase agreement (the “Series M Purchase Agreement,” and together

with the Series J Purchase Agreement and Series K Purchase Agreement, the “Purchase Agreements”) with certain accredited

investors (the “Purchasers”), pursuant to which the Company may issue and sell up to $ 500,000 of restricted shares of newly

designated Series M Nonvoting Convertible Preferred Stock of the Company (the “Series M Preferred”), (the “Series M

Offering,” and together with the Series J Offering, Series K Offering and Series L Offering, the “Offerings”) at a

purchase price of $ 3.02 per share.

addition, as part of the Series M Offering, on December 31, 2024, the Company entered into a debt conversion agreement (the “Debt

Conversion Agreement,” and together with the Related Party Debt Conversion Agreements, the “Debt Conversion Agreements”)

with an existing lender whereby the lender and the Company agreed to convert $ 350,000 in existing unsecured promissory notes plus $ 52,500

in guaranteed prepaid interest owed to the lender for monies advanced to the Company into Series M Preferred.

Series M Preferred shall be convertible into the Company’s Common Stock on such date that the Company obtains stockholder approval

to remove the Exchange Cap.

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