What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-01-14 compared with 2024-10-15 · 462 added, 429 removed, 239 unchanged (79% of the section changed)

23 unchanged sentences

in our Annual Report on Form 10-K for the year ended February 29, 2024 and elsewhere in this Quarterly Report.

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

to “NextTrip, Inc.”

to “NextTrip, Inc.” (the “Company”).

principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our telephone number is (954) 526-9688.

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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.

to the reverse acquisition transaction with the Company under that certain Share Exchange Agreement dated October 12, 2023, NextTrip

Holdings, Inc.

(“NTH”) was a wholly owned subsidiary of NextTrip Group, LLC (“NTG”), which in turn, was previously

a wholly owned subsidiary of NextPlay Technologies, Inc.

(“NextPlay”).

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

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

to NTG and its principals.

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 an intercompany payable due to NextPlay

of $17,295,873, representing cash advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had offsetting obligations

to provide ongoing support to NTG.

Such liability was settled by the issuance of the NTG 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 NTG recorded the payable

as contributed capital.

a result of the consummation of the Share Exchange Agreement by and between the Company, NTG, NTH and the NTH Representative, the 400,000

Preferred Units held by NextPlay in NTG were exchanged for up to 500,000 shares of common stock in the Company, as follows:

shares of Company common stock, or Closing Shares, were issued to NextPlay on December 29, 2023, and (ii) NextPlay has the right to receive

up to 486,999 Contingent Shares when and if the business milestones are achieved in the Share Exchange Agreement.

completed the reverse acquisition with the Company on December 29, 2023.

The Company previously traded on Nasdaq as SASI which has had

a name change to NextTrip, Inc.

and now trades as NTRP on Nasdaq.

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

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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 the Company’s 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

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

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.

core technology – a fully integrated travel booking platform – focuses on untapped and underserved sectors of the travel

industry, intending to capture new markets.

We expect that our future growth will be accelerated by interactive technology, immersive

media and unparalleled travel industry expertise.

believe NextTrip will revolutionize the travel industry by combining advanced digital technologies with personalized travel services.

Our mission is to become the premier travel, media, and lifestyle brand, inspiring and empowering individuals to explore the world.

our brands, including NextTrip Vacations, Travel Magazine, and Compass.tv, we aim to create a unique ecosystem that reduces dependency

on traditional marketing methods, where major travel companies spend billions to attract customers.

strategy focuses on both the Media and Travel divisions working together to draw users into our ecosystem by offering the following benefits:

to a wealth of highly relevant travel videos and articles for research.

ability to plan and save future travel destinations and activities on personalized profiles.

to share travel ideas and communicate with others.

from our concierge help desk and AI-powered solutions.

convenience of booking travel online or through a call center.

to customer support before, during, and after travel.

opportunity to earn rewards that encourage repeat bookings.

ecosystem is built on four key pillars:

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

create custom videos.

This platform will allow users to create fully customized FAST channels featuring vacation opportunities that

can be explored and booked directly through the NextTrip booking engine.

PrometheanTV :

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

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

directly from their screens.

This integration is designed to enhance customer engagement, drive ad-supported revenue, and increase

travel transactions.

integrating the NextTrip booking platform across all our media platforms, we will enable users to research and book travel seamlessly

from any of our offerings.

Our ecosystem will encompass leisure travel, wellness travel, business travel, alternative lodging, and innovative

technology and media solutions.

We will engage with consumers throughout the entire travel planning journey, from initial research to

post-travel, offering robust product options and preferred rates in top global destinations.

We believe that NextTrip stands apart from

other travel companies, providing users with the tools to create personalized vacation packages and travel solutions, resulting in a

more rewarding experience than traditional pre-packaged offerings.

This ensures a thriving and growing ecosystem that drives both travel

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.

During the 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

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

(“NextTrip,” “we,” or “our”) is an early-stage, technology-driven travel company building next-generation

solutions to power the travel industry.

With a suite of brands, including NextTrip Vacations, Travel Magazine, and Compass.TV, we aim

to inspire and empower travel while curating personalized experiences for both leisure and business travelers.

Our proprietary NXT2.0

booking engine offers extensive inventory, supporting both travelers and distributors with a platform for efficient trip planning and

mission is to lead the travel industry forward by combining the digital innovation offered in Compass.TV and Travel Magazine with tailored

travel services and booking capabilities of NextTrip.

This fully integrated platform not only services traditional vacationers travel

needs, but also provides users with a solution for more complex travel needs such as conferences, conventions and destination weddings

through our groups widget, an under-served and emerging markets.

Our growth will leverage interactive technology, immersive media, and

our travel expertise to deliver impactful and personalized travel solutions.

and Ecosystem

strategy focuses on integrating its Media and Travel divisions, offering users a comprehensive ecosystem designed to guide and support

them throughout the travel experience.

Presently, NextTrip generates revenue through two core methods:

travel bookings and advertising

bookings currently generate the majority of the Company’s revenues.

This includes the sale of travel products such as airline tickets

and hotel rooms as well as travel services such as travel insurance and ground activities.

In the future the Company plans to supplement

its travel offerings by including travel technology products such as its Travel Agent and Business Travel platforms.

The Company is in

early-stage development but has been able to capitalize on former technology and relationships from its Bookit.com booking engine acquisition.

This acquisition allowed the Company to reach out to past contracts and negotiate new travel product supplier agreements.

Company’s initial focus was to negotiate direct connectivity and fixed base pricing contracts allowing it to set its own pricing

and margins for the leisure and vacation travel products.

This flexibility affords the company the opportunity to run specials on travel

offerings that are highly competitive, but will require additional funding to support comprehensive marketing and awareness campaigns

to attract new customers.

Until this happens, the Company is working to target customers with low dollar marketing campaigns in the leisure

travel spaces, as well as pursuing strategic partnerships and specialized travel offerings (i.e.

Groups), while maintaining competitiveness

within its marketplace through adjustment of pricing.

supplement the supply of inventory, the Company has also negotiated contracts and enacted API links with Expedia and other established

suppliers to provide significant additional content and product into our booking engine.

The Expedia contract along with other contracted

groups has significantly increased our product offerings, allowing us to cover other parts of the world, adding hotel properties, as

well as resorts, vacation rental homes and bed and breakfast accommodations.

Through these API connections, we can gain access to roughly

3 million accommodation properties worldwide.

By integrating the products into our booking engine, the Company has the ability to adjust

pricing by reducing its margins.

While sales of these supplemental products through the NXT 2.0 booking engine carry lower margins versus

directly contracted products, they greatly increase the NextTrip global offerings.

This expanded product offering will also help support

the growth of specialty travel services like NextTrip’s Groups Bookings (i.e.

destination weddings, conferences and conventions)

and Business Travel platforms.

These types of programs require both unique technology and concierge support and services, thus falling

outside of the typical online travel agency (“OTA”) business model.

However, this expanded supply of travel products from

large OTA’s to support our platforms becomes one of mutual benefit to both parties.

factors that affect revenues and profitability beyond access to inventory include competitive market pressures from other travel suppliers

and distributors, as well as the funding needed to enact a large enough marketing budget to create awareness.

To help minimize this significant

marketing budget, the company is building its own ecosystem through Compass.TV and Travel Magazine.

These media platforms are designed

to allow users to explore and educate themselves on future travel.

As the number of viewers/users grows, it not only determines the advertising

rates the company can charge others to promote their travel products and services to our audience, but it should also provide additional

opportunities for NextTrip to promote its own travel offerings to highly targeted viewers, thus lessening the need for spending significant

marketing dollars through other mediums to attract consumers.

drive its advertising initiatives on Compass.TV, the Company has entered into a partnership with Leap Media Group, a respected leader

with over 35 years in TV advertising, media planning and buying.

Compass.TV is now equipped to deliver branded entertainment content

and advertising seamlessly across its platform, supported by targeted media strategy designed to optimize revenue well delivering high

quality content to travel enthusiasts.

Though each division can independently drive revenue through its respective channel, we have created

additional value by bringing the divisions together to create an engaging consumer-focused ecosystem.

Today, we have created opportunities

to seamlessly move customers from one portion of the ecosystem to the next, with the ultimate goal of influencing a travel purchase decision.

As we move into the future, NextTrip will add additional revenue streams including more diversified exclusive product from around the

world, niche travel segments, technology licensing and enhanced media advertising opportunities.

Organizational

Monaker Group Business

travel business was the principal business of NextPlay (then, Monaker Group, Inc.

(“Monaker”)) until June 30, 2020, when

Monaker entered into a share exchange transaction with HotPlay Enterprise Limited (“HotPlay”), resulting in HotPlay becoming

a wholly owned subsidiary of Monaker and HotPlay’s business becoming the principal business of Monaker.

Prior to this share exchange,

the primary focus of Monaker had been its travel business, which included the sale of vacation rentals, and in particular, ALRs, to consumers

through its proprietary booking engine.

To support its travel offerings, Monaker introduced travelmagazine.com, featuring travel and

lifestyle content to appeal to travelers researching destinations and planning future vacations.

In January 2023, NextPlay spun the NextTrip

business out to its founders to separate it from NextPlay’s primary business.

Transition and Technology Development

spread of the COVID-19 virus globally beginning in January 2020 severely impacted our business.

Beginning in March 2020, many U.S.

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

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

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

The public’s ability to travel

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

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

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

and limited new travel bookings, having a severe negative impact on our business, financial condition and results of operations.

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

our focus to developing and enhancing our program offerings.

For example, we began to develop our online media platform -TravelMagazine.com

allowing consumers to research future travel options as well as enhancing the functionality of our booking engines, including developing

a booking engine platform that allows customers to book packaged vacations and wellness programs along with the development of a platform

to arrange and manage business travel.

Travel Business with Monaker Group

travel business began as the primary business of NextPlay Technologies, Inc.

(formerly Monaker Group, Inc.) until June 2020, when Monaker

acquired HotPlay Enterprise Limited, shifting its focus to digital entertainment.

Prior to this, Monaker’s core business was travel,

primarily offering vacation rentals and Alternative Lodging Rentals (ALRs) through its booking platform.

To support its travel services,

Monaker also launched TravelMagazine.com, providing travel content for destination research.

In January 2023, NextPlay spun off the NextTrip

business, returning it to its founders to focus exclusively on travel.

This resulted in NextTrip Group, LLC (“NTG”) operating

the NextTrip travel business which was held in its wholly-owned subsidiary NextTrip Holdings, Inc.

of COVID and Technology Shift

COVID-19 pandemic severely impacted travel, leading to widespread travel restrictions, border closures, and a steep decline in bookings.

With travel operations halted, NTH concentrated on technology development, enhancing NTH’s booking engines, and expanding NTH’s

online media platform, TravelMagazine.com, to help travelers research future trips.

NTH also developed new features, including a platform

for packaged vacations, wellness programs, and business travel management.

of Bookit.com Asset

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

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

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.

separating from NextPlay, NTH acquired the technology assets of Bookit.com in June 2022 to strengthen our NXT2.0 booking platform.

the pandemic, Bookit.com was a popular online travel platform, generating over $400 million in sales, but ceased to operate during the

Through this acquisition, NTH not only gained a proven booking technology but also a database of millions of opt-in users,

key staff and relationships with hotel groups anxious to reopen this distribution channel.

2022 and the acquisition of the Bookit.com assets, NTH has been focused on the integration of Bookit.com into the NXT2.0 technology platform,

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

Bookit.com had negotiated

contracts and created API’s linking it to approximately 250 travel related companies, based on NTH’s diligence in connection

with such Bookit.com acquisition.

The travel product offerings included conglomerate travel suppliers such as Expedia as well as uniquely

contracted rates with airlines, hotel chains, car rental companies, cruise lines, tour operators and travel marketing companies.

contracts were terminated upon the closure of Bookit.com;

however, NextTrip was afforded access to the previously developed API’s

that gave Bookit access to these significant travel products.

The Company has begun the process of contacting these former suppliers

in an effort to re-engage with them, and re-negotiate new contracts which were previously in place with Bookit.com.

The reactivation

of some of these contracts will both increase the Company’s travel product offerings and improve the current pricing, thereby increasing

revenues through commissions on sales of product offerings.

To-date, through its negotiations, the Company has strategically reactivated

12-15 of these contracts for Phase 1 of its product launch, ensuring top-tier rates and options in premier destinations in Mexico and

the Caribbean.

NextTrip has also secured a contract with Expedia which represents 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, based on information from

Additionally, the Company continues efforts to establish partnerships with additional hotel, air, cruise and excursion suppliers.

which is the “supply” or “product” side of the NXT2.0 booking platform.

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

1 unchanged sentence

luxury travelers.

strategy positions us to capitalize on key opportunities within the travel industry, combining proprietary technology with media, service

offerings, and exceptional customer support to cater to mid- to luxury-level travelers.

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.

Letter of Intent to Acquire Luxury Travel Company Five Star Alliance

November 5, 2024, we announced that we had signed a non-binding Letter of Intent (LOI) to acquire Five Star Alliance, an online

luxury travel agency founded in 2004 and renowned for its curated collection of five-star luxury hotels and resorts worldwide.

Alliance specializes in helping travelers discover and book the world’s top luxury hotels, offering personalized recommendations,

competitive rates, and is known for world-class customer service.

With a proprietary search engine that secures the best rates for thousands

of 5-star hotels globally, the company also handles group travel bookings and high-end cruises.

and due diligence with Five Star Alliance are ongoing and while the transaction is progressing;

however, the parties have not yet agreed

on definitive terms and it is uncertain as to whether such agreement will occur.

of Compass.TV

38 unchanged sentences

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.

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.

Our primary focus is our current offerings of scheduling,

pricing and availability information for booking reservations for airlines, hotels, rental cars, as well as other travel products such

as transfers, sightseeing tours, shows and event tickets.

NextTrip sells these travel services both individually and as components of

dynamically assembled packaged travel vacations and trips.

In addition, we provide content that presents travelers with information about

travel destinations, maps and other travel details.

online travel publication, travelmagazine.com, provides travelers around the world with inspiration for future vacation destinations

The publication offers written articles, videos, and podcasts.

The website is expected to be supported by advertising and

allow for research and booking of vacation products.

Products and Services

are building an ecosystem with technology and product offerings that will include leisure travel, wellness travel, business travel, alternative

lodging, technology and media solutions.

We engage with consumers and distributors throughout the travel planning journey from planning

through post-travel.

Through direct relationships, we have established robust product offerings and preferred rates across the top destinations

Our primary product offerings are as follows:

Leisure brings travel solutions and a proprietary booking engine that allows customers to book customized travel, including vacation

packages, airline tickets, hotel reservations, tours and activities, curated journeys, cruises, wellness and group travel.

Solutions offers technology solutions for product and inventory management as well as white label offerings including NextTrip products

under their brand, and technology solutions.

We are also developing a travel agent portal to drive bookings and travel agent brand

Media includes Travel Magazine and the Compass.tv experience, which is currently in development.

These digital solutions engage consumers

at the initial phases of travel planning, offering relevant content, destination information and immersive online experiences as

well as solutions for travel suppliers.

This ecosystem, once fully developed, is expected to allow users to create their own fully

customized FAST channel featuring vacation journey opportunities that customers can explore prior to booking the actual vacation.

and Services for Travelers

Tools and Ability to Compare .

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

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.

Travelers are able to create accounts on our website(s) that give them access to their booking activity through the website.

Members will also have access to special rates and discounts on the NextTrip product.

Travel guides, videos and pictures as well as travel articles can be accessed through travelmagazine.com.

We use a combination of technology and human review to evaluate the content of listings and to screen for inaccuracies or fraud with

the goal of providing only accurate and trustworthy information to travelers.

NextTrip is Payment Card Industry compliant to ensure the

safety and security of its customer credit card data.

Communication.

Travelers who create an account on our websites will receive regular communications, including notices about places of interest,

special offers, new listings, and an email newsletter.

The newsletter will be available to any traveler who agrees to receive it and

offers introductions to new destinations and properties, as well as tips and useful information when traveling.

the COVID-19 pandemic arose, we have primarily focused on developing our booking engine and establishing relationships with suppliers

to increase the size of our instantly bookable inventory.

The booking engine has produced little revenue to date because of, among other

reasons, the efforts that have been taken to integrate the NextTrip travel platforms with the Bookit.com technology since its acquisition

in the summer of 2022.

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 completed a

full launch of the leisure travel website in August 2024.

Revenue Drivers

fully integrated travel booking platform serves as the foundation of our revenue-generating business.

The platform contains a robust

booking engine with merchandising capabilities that drive increased conversions and higher per revenue transactions.

We plan to leverage

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 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.

Future Research & Development Driving Growth

we expand the reach of our booking platforms, including to different underserved areas of the travel industry, we plan to focus on future

technologies to drive growth by investing in research and development.

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.

To maximize effectiveness, NextTrip has entered into the license with Promethean enabling targeted advertising and transactional capabilities

without interrupting content.

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 “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

personalized suggestions, booking support and local insights.

of Operations

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

Months Ended November 30, 2024 and November 30, 2023

the three months ended November 30, 2024, we recognized revenue of $74,635, as compared to $205,789 in the same period in 2023, a decrease

of $131,154, or 64%.

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

The decrease was primarily due to reduced online marketing efforts, driven by limited funding, compared to the Black

Friday campaign executed in the previous year, which significantly boosted visibility to our website.

Company’s initial focus was to negotiate direct connectivity and fixed base pricing contracts allowing it to set its own pricing

This flexibility affords the company the opportunity to both run specials that are highly competitive or simply adjust pricing

to maintain competitiveness within its market.

To supplement the supply of inventory, the Company has also negotiated contracts and enacted

API links with Expedia and other established suppliers to provide significant additional content and product into our booking engine.

The Expedia contract significantly increased our product offering, allowing us to cover other parts of the world, adding hotel properties

worldwide, alternative lodging accommodations and Bed and Breakfast facilities resulting in roughly 3 million lodging accommodations.

By integrating the products into our booking engine, the Company has the ability to set its own pricing by reducing its margins.

sales of these supplemental products through the NXT 2.0 booking engine carry lower margins versus directly contracted products, they

greatly increase the NextTrip global offerings.

These products help support the growth of specialty travel services like NextTrip’s

Groups Bookings (i.e.

destination weddings, conferences and conventions) which require additional concierge support and services that

fall outside of typical online travel offerings.

cost of revenue for the three months ended November 30, 2024 was $76,751, as compared to $162,072 for the same period in 2023, a decrease

of $85,321, or 53%.

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 decrease was primarily driven by lower sales resulting from reduced marketing efforts in the third quarter of

2024 as compared to the third quarter of 2023.

total operating expenses for the three months ended November 30, 2024 were $1,771,411, as compared to $1,274,820 for the same period

in 2023, an increase of $496,591, or 39%.

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

and benefits costs were $690,524 for the three months ended November 30, 2024, as compared to $441,102 for the same period in 2023, an

increase of $249,422, or 57%.

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.

The increase was comprised of an increase in salaries of $177,289 resulting from the conversion of booking

engine contractors to full-time employees, as well as the addition of new accounting and development staff.

an increase in taxes and

benefits of $48,831, and an increase in stock appreciation rights of $23,302.

compensation was $6,227 for the three months ended November 30, 2024, as compared to $0 for the same period in 2023, an increase of $6,227.

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

incurred general and administrative costs of $31,533 during the three months ended November 30, 2024, as compared to $104,878 in the

same period in 2023, a decrease of $73,345, or 70%.

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%.

The decrease was primarily the result of a decrease in rent expense of $42,814, a

decrease in broker fees of $27,387, and a decrease in licenses and permits of $2,920.

incurred marketing costs of $30,529 during the three months ended November 30, 2024, as compared to $141,618 during the same period in

The decrease of $111,089, or 78%, was primarily due to a reduction of $113,004 in online marketing expenses during Black Friday,

compared to the previous year, resulting from limited available funds in the current year, and a reduction of Travel Magazine costs of

Partially offsetting the decrease, was an increase of $21,015 in contract labor for operations and product management, email

marketing and digital strategy, and hotel partner relations.

incurred technology costs of $227,845 during the three months ended November 30, 2024, as compared to $56,669 during the same period

The increase of $171,176, or 302%, was primarily attributable to an increase of $40,350 in dues and subscription services for

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

of $28,837, an increase in information technology services of $6,989, and an increase of $95,000 due to a service contract with Dooya

Media Group as we prepare for the launch of Compass.TV

service fees incurred during the three months ended November 30, 2024 were $517,760, as compared to $244,128 incurred during the same

period in 2023, an increase of $273,632, or 112%.

This increase was a result of:

(a) an increase in investor relations expenses of $99,786

due to increased shareholder engagement initiatives;

(b) an increase in accounting fees of $19,238 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.

(c) an increase in consultants contracted for services of $34,445 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

(d) an increase in legal fees of $44,163 related to our proposed capital raise;

and (e) an increase in lending fees of $76,000

in connection with bridge loans.

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.

costs for the three months ended November 30, 2024 were $40,030, as compared to $0 for the same period in 2023, an increase of $40,030.

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,

and amortization expense for the three months ended November 30, 2024 was $148,803, as compared to $273,040 for the same period in 2023,

a decrease of $124,237, or 46%.

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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

operating expenses were $78,160 for the three months ended November 30, 2024, as compared to $13,385 for the same period in 2023.

$64,775 increase was primarily due to an increase in insurance expense of $66,770 and an increase in filing fees of $5,000;

offset by a decrease in bank and merchant processing fees of $6,995.

the three months ended November 30, 2024, we realized net other expense of $236,302, as compared to net other expense of $77,159 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

The increase in net other expense of $159,143 was primarily due to an increase interest expense and the amortization

of the debt discount associated with bridge loans obtained in the third quarter.

dividends for the three months ended November 30, 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 November 30, 2024, the net loss from continuing operations totaled $2,009,829 as compared to a net loss from continuing

operations of $1,308,262 for the same period in 2023, an increase of $701,567

net gain from discontinued operations of $566 for the three months ended November 30, 2024 was attributable to the settlement reached

with a third party contractor related to an outstanding payable from Sigma Additive Solutions.

net loss applicable to common stockholders for the three months ended November 30, 2024, was $2,019,951, as compared to $1,308,262 for

the same period in 2023, an increase of $711,689, or 54%.

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

continued operations of $542,424, an increase in preferred dividends of $10,688, and an increase in other expenses of $159,143, partially

offset by a net gain on discontinued operations of $566.

Months Ended November 30, 2024 and November 30, 2023

the nine months ended November 30, 2024, we recognized revenue of $417,926, as compared to $253,014 in the same period in 2023, an increase

of $164,912, or 65%.

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.

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

Company’s initial focus was to negotiate direct connectivity and fixed base pricing contracts allowing it to set its own pricing

This flexibility affords the company the opportunity to both run specials that are highly competitive or simply adjust pricing

to maintain competitiveness within its market.

To supplement the supply of inventory, the Company has also negotiated contracts and enacted

API links with Expedia and other established suppliers to provide significant additional content and product into our booking engine.

The Expedia contract significantly increased our product offering, allowing us to cover other parts of the world, adding hotel properties

worldwide, alternative lodging accommodations and Bed and Breakfast facilities resulting in roughly 3 million lodging accommodations.

By integrating the products into our booking engine, the Company has the ability to set its own pricing by reducing its margins.

sales of these supplemental products through the NXT 2.0 booking engine carry lower margins versus directly contracted products, they

greatly increase the NextTrip global offerings.

These products help support the growth of specialty travel services like NextTrip’s

Groups Bookings (i.e.

destination weddings, conferences and conventions) which require additional concierge support and services that

fall outside of typical online travel offerings.

cost of revenue for the nine months ended November 30, 2024 was $405,788, as compared to $203,524 for the same period in 2023, an increase

of $202,264, or 99%.

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,

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

of 2024 as compared to the third quarter of 2023.

total operating expenses for the nine months ended November 30, 2024 were $5,207,359, as compared to $3,397,576 for the same period in

2023, an increase of $1,809,783, or 55%.

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 $ 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.

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 $1,946,035 for the nine months ended November 30, 2024, as compared to $1,209,658 for the same period in 2023,

an increase of $736,377, or 61%.

The increase was comprised of an increase in salaries of $600,736 due to the conversion of contractors

to employees and new accounting and development staff, and an increase in taxes and benefits of $131,835 and an increase in SAR expense

compensation was $36,463 for the nine months ended November 30, 2024, as compared to $0 for the same period in 2023, an increase of $36,463.

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

incurred general and administrative costs of $80,764 during the nine months ended November 30, 2024, as compared to $302,936 in the same

period in 2023, a decrease of $222,172, or 73%.

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

travel services used in connection with our booking engine, and an increase cloud database and software expenses of $48,790 to host the

booking engine.

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

The decrease was primarily the result of (a) a decrease in rent expense of $111,735;

(b) a decrease in broker fees of $64,133;

(d) a decrease in telephone expenses of $6,915;

and,(e) a decrease travel expenses of $4,436.

Partially offsetting the decrease was an increase in licenses and permit fees of $1,516.

incurred marketing costs of $238,065 during the nine months ended November 30, 2024, as compared to $232,157 during the same period in

The increase of $5,908, or 3%, was primarily due to the ongoing maintenance for the relaunch of NXT 2.0Third party contracted marketing

services increased by $95,605, partially offset by Travel Magazine costs that decreased by $17,563, and a decrease in marketing and advertising

expenses of $72,954 due to absence of a Black Friday campaign this year

incurred technology costs of $553,536 during the nine months ended November 30, 2024, as compared to $176,349 during the same period

The increase of $377,187, or 214%, was primarily attributable to an increase in dues and subscription services of $197,972 for

external travel services used in connection with our booking engine, an increase cloud database and software expenses of $77,626 to host

the booking engine, an increase in information technology services of $6,589, and an increase for a service contract with Dooya Media

Group for $95,000.

service fees incurred in the nine months ended November 30, 2024 were $1,413,660, as compared to $504,431 incurred during the same period

in 2023, an increase of $909,229, or 180%.

1 unchanged sentence

(a) an increase in investor relations expenses of $159,786

(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,

due to increased shareholder engagement initiatives;

(b) an increase in legal expense of $207,659 related to our proposed public offering

and bridge financings;

(d) an increase in consultants

contracted for services of $336,036 for management and administrative services related to the company’s media initiatives, special

projects including establishing travel related partnerships;

and (e) an increase in lending fees of $76,000 in connection with bridge

Organizational

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.

costs for the nine months ended November 30, 2024, were $149,219, as compared to $0 for the same period in 2023, an increase of $149,219.

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,

and amortization expense for the nine months ended November 30, 2024 was $531,803, as compared to $940,930 for the same period in 2023,

a decrease of $409,127, or 43%.

1 unchanged sentence

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 December 2023.

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

operating expenses were $257,814 for the nine months ended November 30, 2024, as compared to $31,115 for the same period in 2023.

$226,699 increase was primarily due to the additional cost for insurance of $190,850, an increase in merchant processing fees of $27,454,

and an increase in filing and other fees of $8,395.

the nine months ended November 30, 2024, we realized net other expense of $335,754, as compared to net other expense of $216,310 in the

same period in 2023.

The increase in net other expense of $119,444 was primarily due to an increase in interest expense associated with

bridge loans and the amortization of the debt discount in the third quarter of 2024.

dividends for the nine months ended November 30, 2024 were $32,063, 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

the nine months ended November 30, 2024, the net loss from continuing operations totaled $5,530,975, as compared to a net loss from continuing

operations of $3,564,396 for the same period in 2023.

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 $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 $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.

an increase of $1,966,579 in 2024,

net gain from discontinued operations of $8,344 for the nine months ended November 30, 2024 consisted primarily of revenue of $14,731

from legacy Sigma customers, and a gain of $6,576 from the settlement of a trade accounts payable at a discount, partially offset by

expenses of $12,963 consisting of legal expenses, termination of a subscription contract, and Sigma’s legacy investor relations

net loss applicable to common stockholders for the nine months ended November 30, 2024 was $5,554,694, as compared to $3,564,396 for

the same period in 2023, an increase of $1,990,298, or 56%.

The increase was primarily attributable to an increase in operating loss

from continued operations of $1,847,135, an increase in other expense of $119,444, and an increase in preferred dividends of $32,063,

partially offset by a gain from discontinued operations of $8,344.

and Capital Resources

1 unchanged sentence

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

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

of November 30, 2024, we had $15,385 in cash and a working capital deficit of $(4,869,586), as compared with $323,805 in cash and a working

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

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

parties totaled $2,718,594.

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.

Additionally, at November 30, 2024, the amount due under our notes payable to

related parties totaled $2,970,405.

Between December 1, 2024 and January 10,

2025, additional net related party advances under promissory notes totaled $16,667, and the aggregate outstanding principal balance

of related party promissory notes as of January 10, 2025 was $1,174,131 after giving effect to repayments of $62,940 and the $1,750,000 of

debt conversions on December 31, 2024.

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

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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 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

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

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.

December 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 231,788 shares of

Series J Convertible Preferred Stock at $3.02 per share, for total consideration of $700,000.

December 31, 2024, the Company sold a short-term promissory note to an investor for total consideration of $1,000,000, with $500,000

funded to the Company on December 31, 2024, and $500,000 funded to the Company on or before January 15, 2025.

The note bears 15%

interest and such interest will be prepaid in the form of Series K Convertible Preferred shares with an exercise price of $3.02.

unpaid principal is payable in full on the earlier of the date that the Company completes a financing of $5 million or more, or

December 19, 2025.

In the event of default, the remaining unpaid balance is due and payable immediately at the option of the

In connection with the initial funding of the note, the Company issued a warrant to the investor to purchase up to 500,000

shares of common stock with an exercise price of $4.00.

The warrant is exercisable 50% on a cash basis and 50% on a cashless basis.

The warrant has a three-year term and expires on December 31, 2027.

Upon the second funding of the promissory note, the company will

issue a second warrant to purchase up to 500,000 common shares on the same terms and conditions as the first warrant.

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

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including without limitation:

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

effect of competing technological and market developments;

revenue from the sales of our existing and future products;

cost of operating as a public company.

The cost of developing

and maintaining our proprietary software and NXT 2.0 booking engine;

The effect of competing

technological and market developments;

The revenue from the sales

of our existing and future products;

The cost of operating as

a public company.

effects of a U.S.

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Cash Used in Operating Activities

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

cash used in operating activities from continuing operations for the nine months ended November 30, 2024 totaled $3,143,697, as compared

to $2,265,048 during the same period in 2023, an increase of $878,649, or 39%.

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

amortization of $383,000 and stock-based compensation of $30,235.

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

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.

Net cash provided from discontinued operations totaled

$8,344 for the nine months ended November 30, 2024, as compared to $0 during the same period in 2023.

the nine months ended November 30, 2024, the net cash used in operating activities was the result of a net loss from continuing operations

of $5,530,975 before preferred dividends, partially offset by changes in working capital of $1,661,732, and non-cash expenses of $725,546

related to depreciation and amortization of $531,803, amortization of debt discount of $157,280, and stock-based compensation of $36,463.

Changes in working capital were driven by a decrease in accounts receivable of $18,329, a decrease in security deposits of $3,742 an

increase in accounts payable and accrued expenses of $1,518,161, the issuance of preferred shares for third party services of $199,320,

the issuance of common shares as commitment shares for the Company’s equity line of credit of $100,000, and the issuance of common

shares as a deposit for a potential acquisition of $24,356, partially offset by increase in prepaid expenses of $152,452, and a decrease

in deferred revenue of $49,724.

the nine months ended November 30, 2023, the net cash used in operating activities was the result of a net loss from continuing

operations of $3,564,396, partially offset by changes in working capital of $244,932, and non-cash expenses of $1,054,416 related to

depreciation and amortization.

Changes in working capital were driven by an increase in accounts payable and accrued expenses of

$172,847 and an increase in deferred revenue of $116,761, partially offset by an increase in accounts receivable of $25,790, and an

increase of $18,886 in prepaid expenses.

Cash Used in Investing Activities

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%.

cash used in investing activities during the nine months ended November 30, 2024 was $468,751, which compares to $423,707 of cash used

in investing activities during the same period of 2023, an increase of $45,044, or 11%.

The increase resulted from an increase in capitalized

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Cash Provided by Financing Activities

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

cash provided by financing activities for the nine months ended November 30, 2024 was $3,295,684, as compared to $2,952,029 for the same

period in 2023.

The increase of $343,655, or 12%, was due to an increase in advances from related parties of $1,807,850, 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.

of promissory notes for $863,556 to investors, and the issuance of preferred shares to investors for $290,000, partially offset by a

decrease in the issuance of convertible notes of $2, 617,751.

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 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.

changing prices and rising interest rates have had no material effect on our continuing operations over our two most recent fiscal years.

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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