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Item 1. Financial Statements

2025-10-15 compared with 2025-07-15 · 1224 added, 1133 removed, 288 unchanged (89% of the section changed)

FINANCIAL STATEMENTS.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

August 31, 2025

February 28, 2025

14 unchanged sentences

Deferred revenue

Derivative liability

Contingent consideration

Notes payable - related parties

7 unchanged sentences

Commitments and Contingencies

Mezzanine Equity

Common Stock, par value $ 0.001 , 250,000,000 shares authorized;

96,774 and 0 shares issued and outstanding, respectively

Stockholder’s Equity

9 unchanged sentences

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended May 31,

Total Liabilities, Mezzanine and Stockholders’ Equity

accompanying notes to condensed financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

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

Gross profit (loss)

Operating Expenses:

11 unchanged sentences

( 1,469,292 )

( 7,842,614 )

( 3,421,693 )

Other Income (Expenses)

Gain on derivative liability

Loss on extinguishment of liability

Interest expense, net

Interest income (expense), net

Total Other Income (Expense)

2 unchanged sentences

( 1,533,519 )

( 7,344,081 )

( 3,521,145 )

Provision for income taxes

2 unchanged sentences

( 1,533,519 )

( 7,344,081 )

( 3,521,145 )

Share of net income (loss) of equity method investee

2 unchanged sentences

$ ( 1,533,519 )

Net gain from discontinued operations, net of taxes

$ ( 7,355,388 )

$ ( 3,521,145 )

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

$ ( 2,898,155 )

$ ( 1,534,650 )

$ ( 7,355,388 )

$ ( 3,513,367 )

Preferred dividends

2 unchanged sentences

$ ( 1,545,338 )

$ ( 7,603,113 )

$ ( 3,534,743 )

Basic and diluted loss per common share from continuing operations

2 unchanged sentences

Basic and diluted weighted average number of common shares

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT)

For the Three Months Ended May 31, 2025,

and May 31, 2024

accompanying notes to condensed financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

the Three Months Ended August 31, 2025, and August 31, 2024

Preferred Stock

Balances, May 31, 2025

$ ( 38,871,518 )

( 2,898,155 )

Preferred stock dividends

Issuance of common shares pursuant to private placements

Issuance of common shares for third party services

Warrants issued in connection with debt conversion

Issuance of securities for directors’ services

Balances, August 31, 2025

$ ( 41,952,936 )

Preferred Stock

Balances, May 31, 2024

$ ( 26,140,544 )

( 1,534,650 )

Preferred stock dividends

Issuance of convertible preferred shares

Issuance of common shares for third party services

Issuance of stock options to employees

Balances, August 31, 2024

$ ( 27,685,882 )

$ ( 134,103 )

accompanying notes to condensed financial statements.

the Six Months Ended August 31, 2025, and August 31, 2024

Preferred Stock

Balances, February 28, 2025

3 unchanged sentences

Preferred stock dividends

Preferred Shares Issued for FSA Travel, LLC acquisition

Issuance of preferred shares for FSA Travel, LLC acquisition

Issuance of common shares for Journy.tv asset acquisition

Issuance of common shares pursuant to private placements

Issuance of common shares pursuant to reverse acquisition of Sigma

Issuance of common shares for services

Issuance of common shares for third party services

Warrants issued in connection with debt conversion

1 unchanged sentence

Issuance of securities for directors’ services

Stock Options Issued to Employees

Balances, May 31, 2025

Issuance of stock options to employees

Balances, August 31, 2025

$ ( 41,952,936 )

6 unchanged sentences

Preferred stock dividends

Common Shares Issued for Conversion of Preferred Stock

Stock Options Issued to Employees

Balances, May 31, 2024

Issuance of convertible preferred shares

Issuance of common shares for conversion of preferred stock

Issuance of common shares for third party services

Issuance of stock options to employees

Balances, August 31, 2024

$ ( 27,685,882 )

$ ( 134,103 )

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

$ ( 27,685,882 )

$ ( 134,103 )

accompanying notes to condensed financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

August 31, 2025

August 31, 2024

OPERATING ACTIVITIES

7 unchanged sentences

Amortization of prepaid expenses

Write-off of capitalized technology expenses

Gain on derivative liability

Stock-based compensation - employees

compensation - directors

Stock-based compensation - directors

Stock-based compensation

Loss on extinguishment of liability

7 unchanged sentences

( 1,960,326 )

( 1,151,220 )

NET CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

1 unchanged sentence

( 1,952,548 )

( 1,142,311 )

INVESTING ACTIVITIES

Capitalized software development costs

TA Pipeline LLC acquisition

FSA Travel LLC acquisition

3 unchanged sentences

FINANCING ACTIVITIES

Proceeds from issuance of convertible preferred shares

Proceeds from issuance of common shares

Notes Payable

8 unchanged sentences

Issuance of common shares pursuant to Journy.tv asset purchase

Issuance of common shares pursuant to TA Pipeline LLC acquisition

Issuance of common shares for third party services

1 unchanged sentence

Disclosure of Cash Paid for:

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - Business Description and Going Concern

Sigma Additive Solutions, Inc.

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

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

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

On May 17, 2022, Sigma Labs, Inc.

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

accompanying notes to condensed financial statements.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 - Business Description and Going Concern

Additive Solutions, Inc.

On March 11, 2024, Sigma filed a Certificate of

Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada, pursuant

to which, effective as of 12:01 a.m.

Pacific time on March 13, 2024, among other things, Sigma’s corporate name was changed from

Sigma Additive Solutions, Inc.

(“Sigma”), the legal acquiror of NextTrip Holdings, Inc., was initially incorporated as Messidor

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

On September 27, 2010, the name was changed

to Sigma Labs, Inc.

On May 17, 2022, Sigma Labs, Inc.

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

its name to Sigma Additive Solutions, Inc.

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

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

Pacific time on March 13, 2024, among other things, Sigma’s

corporate name was changed from Sigma Additive Solutions, Inc.

to “NextTrip, Inc.”

The Company’s corporate office is

located at 3900 Paseo del Sol, Santa Fe New Mexico 87507.

The consolidated financial statements include the accounts of the

Company’s wholly owned subsidiaries, NextTrip Holdings Inc.

incorporated on October 22, 2015, and Extraordinary Vacations USA,

Inc., incorporated on June 24, 2002.

Prior to the NextPlay Exchange

Agreement, as described below, NextTrip Holdings, Inc.

(“NTH”) was a wholly owned subsidiary of NextTrip Group, LLC

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

Company’s corporate office is located at 3900 Paseo del Sol, Santa Fe New Mexico 87507.

The consolidated financial statements include

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

incorporated on October 22,

2015, and Extraordinary Vacations USA, Inc., incorporated on June 24, 2002.

to the NextPlay Exchange Agreement, as described below, NextTrip Holdings, Inc.

(“NTH”) was a wholly-owned subsidiary

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

(“NextPlay”).

the business operations of NTG were conducted through its subsidiaries.

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, Amended and Restated Operating Agreement, and Exchange Agreement (the “NextPlay

Exchange Agreement”), whereby NextPlay transferred its interest in the travel business to NTG.

Pursuant to the NextPlay

Exchange Agreement, NextPlay exchanged

Amended and Restated Separation Agreement, Amended and Restated Operating Agreement, and Exchange Agreement (the “NextPlay Exchange

Agreement”), whereby NextPlay transferred its interest in the travel business to NTG.

Pursuant to the NextPlay Exchange Agreement,

NextPlay exchanged 1,000,000

Membership Units of NTG for 400,000

Preferred Units of NTG, with a value of $ 10.00

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.

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, NTH recorded the payable as contributed capital.

The 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 inventory.

The Company owns 50% of Next Innovation LLC, a Joint Venture (“Next Innovation”), which is dormant.

activities nor operations occurred through Next Innovation in fiscal years 2024 or 2025 for this entity, and the Company does not have

control of Next Innovation and therefore no minority interest was recorded.

Reverse Acquisition

On October 12, 2023, the Company (then known as

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 Company common stock (the

“Closing Shares”), issuable at closing, and the right to receive up to an additional 5,843,993 restricted shares of Company

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 “NextTrip Acquisition”).

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

The Contingent Shares, together with the

Closing Shares, will not exceed 6,000,000

shares of Company common stock, or approximately 90.2 %

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

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,

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

Company owns 50% of Next Innovation LLC, a Joint Venture (“Next Innovation”), which is dormant.

No activities nor operations

occurred through Next Innovation in fiscal years 2024 or 2025 for this entity, and the Company does not have control of Next Innovation

and therefore no minority interest was recorded.

October 12, 2023, the Company (then known as 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 Company common stock (the “Closing

Shares”), issuable at closing, and the right to receive up to an additional 5,843,993

restricted shares of Company 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 “NextTrip Acquisition”).

Upon the closing of the NextTrip

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 Company common stock, or approximately 90.2 %

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

At closing, it was determined that

the NextTrip Acquisition would likely result in a change of control, with the members of NTG receiving an aggregate number of shares

that exceeds the number of shares held by the legacy shareholders of Sigma, which change in control occurred upon the issuance of certain of the Contingent Shares on March 26, 2025.

As a result, the NextTrip 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 for the periods prior to closing of the NextTrip Acquisition

presented is that of NTH.

In 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 (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.

Under ASC 805 - 40 - 45 - 2,

the consolidated financial statements represent the continuation of the legal subsidiary except for the capital structure, as follows:

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 805);

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.

The assets and liabilities of Sigma were recognized at fair value pursuant to ASC 805.

Going Concern - As of May 31, 2025,

and February 28, 2025, the Company had an accumulated deficit of $ 38,871,518

and $ 34,349,823 ,

respectively, and working capital deficit of $ 1,142,891

and $ 105,577 ,

respectively, and has incurred losses since incorporation.

The Company will need to raise additional funds through equity or debt

financings to support its on-going operations, increase market penetration of its products, expand the marketing and development of

its travel and technology driven products, provide capital expenditures for additional equipment and development costs, payment

obligations, and systems for managing the business including covering other operating costs until the planned revenue streams are

fully implemented and begin to offset the Company’s operating costs.

In the event the Company is unable to raise adequate

funding in the future for its operations and to pay its outstanding debt obligations, the Company may be forced to scale back its

business plan and/or liquidate some or all of its assets or may be forced to seek bankruptcy protection.

In light of the foregoing, there is substantial

doubt about the Company’s ability to continue as a going concern for 12 months from the date of the filing of this Report.

NOTE 2 – Summary of Significant Accounting

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 May 31, 2025 and 2024 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 audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

results of operations for the period ended May 31, 2025 are not necessarily indicative of the operating results for the full

At closing, it was determined that the

NextTrip Acquisition would likely result in a change of control, with the members of NTG receiving an aggregate number of shares that

exceeds the number of shares held by the legacy shareholders of Sigma, which change in control occurred upon the issuance of certain

of the Contingent Shares on March 26, 2025.

As a result, the NextTrip 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 for the periods prior to closing of the NextTrip Acquisition presented is that of NTH.

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 (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.

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

except for the capital structure, as follows:

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

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

combinations (ASC 805);

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

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

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

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

However, the equity structure reflects

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

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

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

assets and liabilities of Sigma were recognized at fair value pursuant to ASC 805.

Concern - As of August 31, 2025, and February 28, 2025, the Company had an accumulated deficit of $ 41,952,936 and $ 34,349,823 , respectively,

and working capital deficit of $ 1,477,647 and $ 105,577 , respectively, and has incurred losses since incorporation.

The Company will need

to raise additional funds through equity or debt financings to support its on-going operations, increase market penetration of its products,

expand the marketing and development of its travel and technology driven products, provide capital expenditures for additional equipment

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

planned revenue streams are fully implemented and begin to offset the Company’s operating costs.

In the event the Company is unable

to raise adequate funding in the future for its operations and to pay its outstanding debt obligations, the Company may be forced to

scale back its business plan and/or liquidate some or all of its assets or may be forced to seek bankruptcy protection.

light of the foregoing, there is substantial doubt about the Company’s ability to continue as a going concern for 12 months from

the date of the filing of this Report.

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

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, 2025 and 2024 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 audited financial statements and notes thereto included in the Company’s Annual

Report on Form 10-K for the fiscal year ended February 28, 2025.

The results of operations for the period ended August 31, 2025 are not

necessarily indicative of the operating results for the full year.

Reclassification

Certain prior year amounts have been reclassified

to conform to the current period presentation.

These reclassifications had no impact on the net earnings (loss) or financial position.

Promissory Note Receivable

NextPlay is in involuntary bankruptcy proceedings

and is in default under the terms of its promissory note for non-payment.

As a result, as of February 28, 2025 the Company established

an allowance for credit losses for the full amount of the note of $ 2,567,665 ,

as collectability of the note is uncertain.

Investments in Equity Method Investees

The Company holds investments in certain entities

that are accounted for under the equity method of accounting, as well as investments that are accounted for under the fair value method

pursuant to ASC 321, “Investments - Equity Securities.” Under the equity method, investments in entities in which the Company

has significant influence, but not control, are initially recognized at cost and adjusted thereafter to recognize the Company’s

share of the investees’ earnings or losses and other comprehensive income.

The Company determines the existence of significant

influence based on various factors, including representation on the investees’ board of directors, participation in policy-making

processes, and material intercompany transactions.

The Company’s equity method investments

are evaluated periodically for impairment by assessing whether events or changes in circumstances indicate that the carrying value of

the investment may not be recoverable.

When such indicators exist, the Company performs an impairment test and recognizes an impairment

loss to the extent that the carrying amount of the investment exceeds its fair value.

Distributions received from equity method investees

that exceed cumulative earnings recognized by the Company are considered a return of investment and are recorded as a reduction in the

carrying amount of the investment.

Adjustments resulting from changes in the Company’s

ownership interest in equity method investees that do not result in a loss of significant influence are accounted for prospectively.

Basis Difference

In accordance with ASC 323, “Investments

- Equity Method and Joint Ventures,” the Company records a basis difference when the carrying value of its equity method investment

differs from its share of the investee’s fair value of net assets at the acquisition date.

This basis difference is allocated to

the investee’s identifiable assets and liabilities based on their fair values.

The amortization of any basis difference related

to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s share of the investee’s earnings

Any basis difference related to non-depreciable assets, including goodwill, is generally not amortized, but is subject to impairment

testing as necessary.

The Company assesses the impact of any basis differences

on its earnings and the carrying value of its equity method investments.

If a basis difference is determined to exist, the appropriate

adjustments are made to reflect the amortization of such differences in the consolidated financial statements.

Investments in Equity Securities without Readily

Determinable Fair Value

In accordance with ASC 321-10-35-2, the Company

holds certain investments in equity securities in which the Company does not have significant influence or control, and for which fair

value is not readily determinable.

These investments are primarily accounted for at cost, less any impairment.

The carrying amount is

periodically evaluated for impairment, and if necessary, an impairment loss is recognized in the statement of operations.

These investments

are not adjusted for unrealized gains or losses unless an impairment is identified.

Equity in Earnings of Equity Method Investees

The Company’s share of earnings or losses

from equity method investees is recognized in the consolidated statement of operations within “Equity in share of loss of equity

method investees,” net of any related income taxes.

Loss Per Share – The computation

of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No.

“Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options and preferred stock were excluded

due to the anti-dilutive effect they would have on the computation.

At May 31, 2025 and 2024, the Company had the following common shares

underlying these instruments:

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

These reclassifications had no impact on the

net earnings (loss) or financial position.

Note Receivable

is in involuntary bankruptcy proceedings and is in default under the terms of its promissory note for non-payment.

As a result, as of

February 28, 2025 the Company established an allowance for credit losses for the full amount of the note of $ 2,567,665 , as collectability

of the note is uncertain.

Value of Financial Instruments - The Company applies ASC 820, “Fair Value Measurements .

” This guidance defines

fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements

for fair value measures.

The three levels are defined as follows:

1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that

are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

3 - inputs to valuation methodology are unobservable and significant to the fair measurement.

carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables, accounts payable, and accrued liabilities

each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination

of such instruments and their expected realization and their current market rate of interest.

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

The derivative liability

at August 31, 2025 results from an option (the “Put Option”), which is embedded in the restricted common shares issued by

the Company pursuant to the acquisition of TA Pipeline LLC (“TA”).

On August 6, 2025, the

Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with TA and the members of TA (the “TA

Members”), pursuant to which the Company purchased all of the issued and outstanding membership interests of TA from the TA Members

(the “TA Acquisition”), resulting in TA becoming a wholly owned subsidiary of the Company.

The TA Acquisition closed on August

6, 2025 (the ‘Closing Date”).

Pursuant to the TA MIPA,

as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $ 443,169 in cash (the “TA

Closing Payment”), $ 118,169 of which (the “Estimated Additional Closing Payment”) was paid as a purchase price adjustment

based on the Members’ Deficit (as defined in the TA MIPA) set forth in the closing balance sheet provided by TA in connection with

closing, as more particularly provided for by the TA MIPA;

and (ii) issued an aggregate of 96,774 restricted shares of Company common

stock (the “TA Closing Shares,” and together with the TA Closing Payment, the “TA Closing Consideration”) to

the TA Members, valued at $ 387,000 , based on a price per share of $ 4.00 on August 6, 2025.

The Estimated Additional Closing Payment is

subject to adjustment, upward or downward, to the extent that the Members’ Deficit as of the closing date is determined to be less

than or exceed $ 175,000 , as provided in the TA MIPA.

the event that the Fair Market Value of the Company’s common stock is less than $3.10 (the “Base Price”) during the

three month period starting on the earlier of (1) the date on which the restricted shares of the Company’s common stock becomes

eligible for public resale, and (2) the date that is twelve months after the Closing Date, each TA Member shall have the limited,

one time option to exercise one of the following rights as to some or all of their outstanding TA Closing Shares and TA Milestone

Shares (together the “TA Acquisition Shares”), by delivering notice to the Company:

(i) the right to require the

Company to repurchase from the TA Member all or any portion of their outstanding TA Acquisition Shares at the Base Price;

(ii) the right

to require the Company to issue to such TA Member that number of additional shares of Company common stock (the “Top Up Shares”)

as is necessary to make the aggregate value of the number of TA Acquisition Shares (based on the Fair Market Value) equal to the original

aggregate value of the TA Acquisition Shares (based on the Base Price) for the number of TA Acquisition Shares specified in the exercise

and (iii) the right to require the Company to pay to such TA Member, in cash, an amount equal to the product of (x) the number

of TA Acquisition Shares specified in the exercise notice and (y) the positive difference, if any, between the Base Price and the Fair

Market Value.

to ASC 815, management evaluated the Put Option embedded in the common shares and determined that such Put Option required bifurcation

and will be accounted for as a derivative liability.

The Put Option applicable to the TA Acquisition Shares will be marked to market

at each reporting period.

Milestone Payment

addition to the TA Closing Consideration, and as further consideration for the TA Acquisition, the

Company is required to make an additional payment to the TA Members in the form of an earnout (the “TA Milestone Payment”),

which shall be in an amount equal to five percent (5%) of the net revenues generated by TA during the 12 month period after the Closing

Date (the “Milestone Period”), up to a maximum of $200,000.

The TA Milestone Payment shall be paid to the TA Members

within 10 days following completion of the Milestone Period and will be payable fifty percent (50%) in cash and fifty percent (50%) in

restricted shares of Company common stock (the “TA Milestone Shares”.

TA Milestone Payment is classified as a liability pursuant to ASC 480 since the Company may be required to repurchase the TA Milestone

Shares upon the occurrence of certain events outside the Company’s control.

the TA Milestone Payment will be marked to

market at each reporting period.

fair values of the Put Option and the TA Milestone Payment measured on a recurring basis are as follows:

of Fair Values of the Put Option and the TA Milestone Payment Measured On a Recurring Basis

August 31, 2025

Date of Issuance –

August 6, 2025

Derivative liability – Put Option

Contingent Consideration – TA Milestone Payment

following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable

input (Level 3):

of Derivative Liability Measured at Fair Value On a Recurring Basis

TA Milestone Payment

Fair Value on Issuance Date

Change in fair value

Fair value on August 31, 2025

in Equity Method Investees

Company holds investments in certain entities that are accounted for under the equity method of accounting, as well as investments that

are accounted for under the fair value method pursuant to ASC 321, “Investments - Equity Securities.” Under the equity method,

investments in entities in which the Company has significant influence, but not control, are initially recognized at cost and adjusted

thereafter to recognize the Company’s share of the investees’ earnings or losses and other comprehensive income.

Company determines the existence of significant influence based on various factors, including representation on the investees’

board of directors, participation in policy-making processes, and material intercompany transactions.

Company’s equity method investments are evaluated periodically for impairment by assessing whether events or changes in circumstances

indicate that the carrying value of the investment may not be recoverable.

When such indicators exist, the Company performs an impairment

test and recognizes an impairment loss to the extent that the carrying amount of the investment exceeds its fair value.

Distributions

received from equity method investees that exceed cumulative earnings recognized by the Company are considered a return of investment

and are recorded as a reduction in the carrying amount of the investment.

resulting from changes in the Company’s ownership interest in equity method investees that do not result in a loss of significant

influence are accounted for prospectively.

accordance with ASC 323, “Investments - Equity Method and Joint Ventures,” the Company records a basis difference when the

carrying value of its equity method investment differs from its share of the investee’s fair value of net assets at the acquisition

This basis difference is allocated to the investee’s identifiable assets and liabilities based on their fair values.

amortization of any basis difference related to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s

share of the investee’s earnings or losses.

Any basis difference related to non-depreciable assets, including goodwill, is generally

not amortized, but is subject to impairment testing as necessary.

Company assesses the impact of any basis differences on its earnings and the carrying value of its equity method investments.

difference is determined to exist, the appropriate adjustments are made to reflect the amortization of such differences in the consolidated

financial statements.

in Equity Securities without Readily Determinable Fair Value

accordance with ASC 321-10-35-2, the Company holds certain investments in equity securities in which the Company does not have significant

influence or control, and for which fair value is not readily determinable.

These investments are primarily accounted for at cost, less

any impairment.

The carrying amount is periodically evaluated for impairment, and if necessary, an impairment loss is recognized in the

statement of operations.

These investments are not adjusted for unrealized gains or losses unless an impairment is identified.

in Earnings of Equity Method Investees

Company’s share of earnings or losses from equity method investees is recognized in the consolidated statement of operations within

“Equity in share of loss of equity method investees,” net of any related income taxes.

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

in accordance with ASC Topic No.

260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options

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

At August 31, 2025 and 2024, the

Company had the following common shares underlying these instruments:

of Underlying Common Shares Excluded from Computation of Loss Per Share

2 unchanged sentences

Total Underlying Common Shares

The following table shows the amounts used in

computing loss per share and the effect on net loss and the weighted average number of shares of dilutive potential common stock for the

periods ended May 31, 2025 and 2024:

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, 2025, and 2024:

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

Three Months Ended May 31,

Three Months Ended August 31,

Six Months Ended August 31,

Loss from continuing operations

1 unchanged sentence

$ ( 1,533,519 )

$ ( 7,355,388 )

$ ( 3,521,145 )

Preferred dividends

$ ( 183,263 )

$ ( 247,725 )

Loss from continuing operations applicable to common stockholders

1 unchanged sentence

( 1,544,207 )

Gain from discontinued operations applicable to common stockholders

( 7,603,113 )

( 3,542,521 )

Gain (loss) from discontinued operations applicable to common stockholders

Net loss applicable to common stockholders

1 unchanged sentence

$ ( 1,545,338 )

$ ( 7,603,113 )

( 3,534,743 )

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

1 unchanged sentence

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

At May 31, 2025, the Company had outstanding

At August 31, 2025, the Company had outstanding

warrants to purchase 3,197,025 shares of common stock;

21 unchanged sentences

At February 28, 2025, the Company had an aggregate of 6,201,890 outstanding potentially dilutive securities.

Accounting Estimates - The preparation

of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts

of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported

amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimated by management.

accounting estimates that may materially change in the near future are impairment of long-lived assets, values of stock compensation awards

and stock equivalents granted as offering costs, and allowance for bad debts.

Revenue Recognition – The Company’s

revenue is derived primarily from sales of our software and related hardware suite under perpetual licenses and from providing engineering

services under contracts.

The Company recognizes revenue in accordance with ASC Topic No.

In May 2014, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (ASU) No.

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

that affect certain reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the

financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from

those estimated by management.

Significant accounting estimates that may materially change in the near future are impairment of long-lived

assets, values of stock compensation awards and stock equivalents granted as offering costs, and allowance for bad debts.

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

perpetual licenses and from providing engineering services under contracts.

The Company recognizes revenue in accordance with ASC Topic

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

Revenue from Contracts with Customers .

ASU 2014-09 is a comprehensive

revenue recognition standard that superseded nearly all existing revenue recognition guidance under prior GAAP and replaced it with

a principles-based approach for determining revenue recognition.

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

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

entitled in exchange for those goods or services.

In general, we determine revenue recognition by:

(1) identifying the contract, or contracts,

with our customer;

(2) identifying the performance obligations in the contract;

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

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

The core principle of the standard is the recognition of revenue upon the transfer of promised goods or services to customers in an amount

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

In general, we determine

revenue recognition by:

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

(2) identifying the performance obligations in

the contract;

(3) determining the transaction price;

(4) allocating

the transaction price to performance obligations in the contract;

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

by transferring the promised goods or services.

The Company recognizes revenue when the customer

has purchased the product, the occurrence of the earlier of date of travel and the date of cancellation has expired, as satisfaction of

the performance obligation, the sales price is fixed or determinable and collectability is reasonably assured.

Revenue for customer travel

packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and

the cost of providing the respective travel package is recorded to cost of revenues).

The Company generates revenues from sales directly

to customers as well as through other distribution channels of tours and activities at destinations throughout the world.

The Company controls the specified travel product

before it is transferred to the customer and is therefore a principal, based on but not limited to, the following:

The Company is primarily responsible for fulfilling 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.

Payments for tours or activities received in advance

of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last

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

Segment Reporting - We manage the Company

as one reportable segment, Travel Products and Services.

Travel bookings are the source of our revenues and include the sale of travel

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

information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business.

(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.

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

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

is reasonably assured.

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

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

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

destinations throughout the world.

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

limited to, the following:

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

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

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

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

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

Reporting - We manage the Company as one reportable segment, Travel Products and Services.

Travel bookings are the source of our

revenues and include the sale of travel products such as airline tickets and hotel rooms as well as travel services such as travel insurance

and ground activities.

The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”)

reviews and manages our business.

The Company’s CODM is the Company’s Chief Executive Officer.

Financial information and annual operating plans

and forecasts are prepared and are reviewed by the CODM at a consolidated level.

The CODM assesses performance for the Travel Products

and Services segment and decides how to allocate resources based on revenue and net income that is reported on the Consolidated Statements

of Operations.

The Company’s objective in making resource allocation decisions is to optimize the financial results.

The accounting

policies of our Travel Products and Services segment are the same as those described in the summary of significant accounting policies

For our single reportable segment-level financial

information, total assets, and significant non-cash transactions, see the Financial Statements.

NOTE 3 - Investment in Equity Securities

Investment in Blue Fysh Holdings Inc .

On February 24, 2025, the Company entered into

a Share Exchange Agreement with Blue Fysh Holdings Inc.

(“Blue Fysh”), under which the Company acquired a 10 % ownership interest

in Blue Fysh.

As part of the transaction, the Company issued 483,000 shares of Series N Preferred at an issuance price of $ 5.00

per share, totaling $ 2,415,000 , in exchange for 82 restricted shares of Blue Fysh common stock.

information and annual operating plans and forecasts are prepared and are reviewed by the CODM at a consolidated level.

The CODM assesses

performance for the Travel Products and Services segment and decides how to allocate resources based on revenue and net income that is

reported on the Consolidated Statements of Operations.

The Company’s objective in making resource allocation decisions is to optimize

the financial results.

The accounting policies of our Travel Products and Services segment are the same as those described in the summary

of significant accounting policies herein.

our single reportable segment-level financial information, total assets, and significant non-cash transactions, see the Financial Statements.

3 - Investment in Equity Securities

in Blue Fysh Holdings Inc .

February 24, 2025, the Company entered into a Share Exchange Agreement with Blue Fysh Holdings Inc.

(“Blue Fysh”), under

which the Company acquired a 10 % ownership interest in Blue Fysh.

As part of the transaction, the Company issued 483,000 shares of Series

N Preferred at an issuance price of $ 5.00 per share, totaling $ 2,415,000 , in exchange for 82 restricted shares of Blue Fysh common stock.

The transaction closed on February 28, 2025.

The Company’s investment in Blue Fysh is

accounted for under the cost method, as the Company does not have significant influence over Blue Fysh.

No board appointments are contemplated

as part of this transaction;

however, the Company has the right to appoint a representative to the Blue Fysh Advisory Committee, which

will allow the Company to receive financial updates as needed and to be informed of financial events that could significantly impact the

Company’s ownership position.

Since the Company’s ownership interest does

not meet the criteria for significant influence pursuant to ASC 323, this investment is classified as an equity security without a readily

determinable fair value and is initially recorded at cost.

The Company will assess the investment for impairment in future periods and

recognize any impairment losses as necessary.

Note 4 – Acquisition of FSA Travel, LLC

On February 6, 2025, the Company acquired a 49 %

non-controlling interest in FSA Travel, LLC (“FSA”) pursuant to a Membership Purchase Agreement (the “FSA Purchase

Agreement”) and accounted for the investment under the equity method.

The Company recorded its proportional share of

FSA’s net loss from February 7, 2025 through February 28, 2025, the Company’s fiscal year-end.

On April 9, 2025, the Company exercised its

option to purchase the remaining 51 %

interest in FSA for additional consideration of $ 1.0

million comprised of $ 0.5

million in cash, and $ 0.5

million in shares of Series O Preferred ( 161,291

shares at $ 3.10

per share), pursuant to the FSA Purchase Agreement.

In addition, on April 28, 2025, the Company paid an additional $ 0.8

million in contingent consideration (comprised of both cash and shares of Series O Preferred stock) to the former owners of FSA (the

“FSA Unitholders”) pursuant to the FSA Purchase Agreement.

The contingent consideration issued as

purchase consideration provides for additional distributions to the FSA Unitholders, the amount of which is dependent on the

acquired business’ achievement of certain milestones.

The Company determined the fair value of the contingent consideration as

of the acquisition date (April 9, 2025) based on the probability and timing of achieving the respective milestones.

Upon completion of the acquisition of the

remaining 51 %

of FSA membership units, the acquisition of the remaining 51 % interest together with the initial 49 %

interest acquired on February 6, 2025 was accounted for as a step acquisition (business combination) under ASC 805, Business

Company’s investment in Blue Fysh is accounted for under the cost method, as the Company does not have significant influence over

No board appointments are contemplated as part of this transaction;

however, the Company has the right to appoint a representative

to the Blue Fysh Advisory Committee, which will allow the Company to receive financial updates as needed and to be informed of financial

events that could significantly impact the Company’s ownership position.

the Company’s ownership interest does not meet the criteria for significant influence pursuant to ASC 323, this investment is classified

as an equity security without a readily determinable fair value and is initially recorded at cost.

The Company will assess the investment

for impairment in future periods and recognize any impairment losses as necessary.

4 – Acquisition of FSA Travel, LLC

February 6, 2025, the Company acquired a 49 % non-controlling interest in FSA Travel, LLC (“FSA”) pursuant to a Membership

Purchase Agreement (the “FSA Purchase Agreement”) and accounted for the investment under the equity method.

The Company recorded

its proportional share of FSA’s net loss from February 7, 2025 through February 28, 2025, the Company’s fiscal year-end.

April 9, 2025, the Company exercised its option to purchase the remaining 51 % interest in FSA for additional consideration of $ 1.0 million

comprised of $ 0.5 million in cash, and $ 0.5 million in shares of Series O Preferred ( 161,291 shares at $ 3.10 per share), pursuant to

the FSA Purchase Agreement.

In addition, on April 28, 2025, the Company paid an additional $ 0.8 million in contingent consideration (comprised

of both cash and shares of Series O Preferred stock) to the former owners of FSA (the “FSA Unitholders”) pursuant to the

FSA Purchase Agreement.

contingent consideration issued as purchase consideration provides for additional distributions to the FSA Unitholders, the amount of

which is dependent on the acquired business’ achievement of certain milestones.

The Company determined the fair value of the contingent

consideration as of the acquisition date (April 9, 2025) based on the probability and timing of achieving the respective milestones.

completion of the acquisition of the remaining 51 % of FSA membership units, the acquisition of the remaining 51 % interest together with

the initial 49 % interest acquired on February 6, 2025 was accounted for as a step acquisition (business combination) under ASC 805, Business

Combinations, with the Company identified as the acquirer.

A step acquisition occurs when a shareholder obtains control over an

entity (that is considered a business) by acquiring an additional interest in that entity.

Under step acquisition accounting, the

acquirer’s previously held equity interest is remeasured to its fair value as of the date in which control was obtained and

included as part of the total consideration when determining goodwill.

Given the short duration between the initial equity purchase

of FSA (which was accounted for under the equity method of accounting) and the purchase of the remaining outstanding shares of FSA,

it was determined that the book value of such equity method accounting equaled its fair value at the time control was obtained.

accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the

liabilities assumed, based on their estimated fair value at the acquisition date.

did not incur any acquisition-related costs in connection with the acquisition.

The Company has completed a preliminary analysis

to assign fair values to all assets acquired and liabilities assumed.

The table below sets forth the consideration paid and the fair value

of the assets acquired and liabilities assumed for the acquisition:

A step acquisition occurs when a shareholder obtains control over an entity

(that is considered a business) by acquiring an additional interest in that entity.

Under step acquisition accounting, the acquirer’s

previously held equity interest is remeasured to its fair value as of the date in which control was obtained and included as part of

the total consideration when determining goodwill.

Given the short duration between the initial equity purchase of FSA (which was accounted

for under the equity method of accounting) and the purchase of the remaining outstanding shares of FSA, it was determined that the book

value of such equity method accounting equaled its fair value at the time control was obtained.

In accordance with the acquisition method

of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair

value at the acquisition date.

The Company did not incur any acquisition-related costs in connection with the acquisition.

Company has completed a preliminary analysis to assign fair values to all assets acquired and liabilities assumed.

The table below sets

forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the acquisition:

Schedule of Preliminary Analysis To Assign Fair Values To All Assets Acquired And Liabilities Assumed

11 unchanged sentences

Total net assets

The fair value of the working capital items, including

accounts receivable, other receivables, trade payables and deferred revenue, approximates their respective carrying values at the date

in which control was obtained.

Effective January 1, 2021, the Company has adopted ASU 2021-08, Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers, which created an exception to the recognition and measurement principles of ASC 805, Business

Combinations, for the Company’s contract assets and liabilities, including deferred revenue, essentially resulting in the carryover

of the historical amounts determined in accordance with ASC 606, Revenue from Contracts with Customers, rather than fair value.

The fair value of the acquired tradename and acquired

technology was determined using the relief from royalty method, which utilized projected financial information.

The goodwill recognized

in the acquisition primarily represents synergies with the existing operations of the Company, and the value of yet-to-be-acquired/developed

customers, technology, assembled workforce, and any other assets.

The Company is currently finalizing its valuation

of the acquired assets and liabilities and has recorded these preliminary amounts as of the acquisition date.

The final purchase price

allocation may result in adjustments to the amounts presented.

NOTE 5 – Journy.tv Asset Acquisition

On April 1, 2025, the Company entered into an

asset purchase agreement (the “Journy.tv Purchase Agreement”) with Ovation LLC (“Ovation”), pursuant to which

the Company purchased assets, including without limitation trademarks, domains, apps and certain agreements, and assumed certain liabilities

related to Ovation’s Journy.tv business (the “Journy.tv Acquisition”).

fair value of the working capital items, including accounts receivable, other receivables, trade payables and deferred revenue, approximates

their respective carrying values at the date in which control was obtained.

Effective January 1, 2021, the Company has adopted ASU 2021-08,

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which created an exception to the recognition

and measurement principles of ASC 805, Business Combinations, for the Company’s contract assets and liabilities, including deferred

revenue, essentially resulting in the carryover of the historical amounts determined in accordance with ASC 606, Revenue from Contracts

with Customers, rather than fair value.

fair value of the acquired tradename and acquired technology was determined using the relief from royalty method, which utilized projected

financial information.

The goodwill recognized in the acquisition primarily represents synergies with the existing operations of the

Company, and the value of yet-to-be-acquired/developed customers, technology, assembled workforce, and any other assets.

Company is currently finalizing its valuation of the acquired assets and liabilities and has recorded these preliminary amounts as of

the acquisition date.

The final purchase price allocation may result in adjustments to the amounts presented.

5 – Journy.tv Asset Acquisition

April 1, 2025, the Company entered into an asset purchase agreement (the “Journy.tv Purchase Agreement”) with Ovation LLC

(“Ovation”), pursuant to which the Company purchased assets, including without limitation trademarks, domains, apps and certain

agreements, and assumed certain liabilities related to Ovation’s Journy.tv business (the “Journy.tv Acquisition”).

The Journy.tv Acquisition closed on April 1, 2025.

Pursuant to the Journy.tv Purchase

Agreement, as consideration for the Journy.tv Acquisition, the Company paid Ovation $ 300,000

in cash at closing and issued Ovation 20,000

restricted shares of Company common stock at $ 5.76

per share, for total consideration of $ 415,200 .

In connection with the Journy.tv

Acquisition, on April 1, 2025, the Company and Ovation also entered into a License Agreement (the “License Agreement”),

pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term set forth

therein, to exhibit, promote, market, advertise, publicize and/or otherwise exploit the programs listed in the License Agreement in

the media of (i) FAST via the Journy.tv Channel and (ii) Video On Demand via the Journy.tv Channel.

Pursuant to the License

Agreement, Ovation shall not license any unaffiliated third party the right to exhibit certain of the programs subject to the

License Agreement and shall not use certain of the programs subject to the License Agreement on its owned or operating streaming

platforms (subject to certain exceptions).

As consideration for the rights granted under the License Agreement, the Company agreed

to pay Ovation an aggregate non-refundable license fee of $ 336,801 .

Either party may terminate the License Agreement in the event of a material default by the other party that is not cured within

fifteen days after the defaulting party receives notice of such default.

The transaction was accounted for as an

asset acquisition because while inputs were acquired (in the form of trademarks, distribution agreements, content licenses, and

service agreements), there is not a continuation of revenues before and after the transaction.

That is, due to the significant

rebranding and redevelopment of the inputs acquired, the Journy.tv assets are not producing revenue post-closing of the transaction.

Additionally, an organized workforce with the necessary skills and experience to create outputs was not included in the transaction.

to the Journy.tv Purchase Agreement, as consideration for the Journy.tv Acquisition, the Company paid Ovation $ 300,000 in cash at closing

and issued Ovation 20,000 restricted shares of Company common stock at $ 5.76 per share, for total consideration of $ 415,200 .

connection with the Journy.tv Acquisition, on April 1, 2025, the Company and Ovation also entered into a License Agreement (the “License

Agreement”), pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term

set forth therein, to exhibit, promote, market, advertise, publicize and/or otherwise exploit the programs listed in the License Agreement

in the media of (i) FAST via the Journy.tv Channel and (ii) Video On Demand via the Journy.tv Channel.

Pursuant to the License Agreement,

Ovation shall not license any unaffiliated third party the right to exhibit certain of the programs subject to the License Agreement

and shall not use certain of the programs subject to the License Agreement on its owned or operating streaming platforms (subject to

certain exceptions).

As consideration for the rights granted under the License Agreement, the Company agreed to pay Ovation an aggregate

non-refundable license fee of $ 336,801 .

Either party may terminate the License Agreement in the event of a material default by the other

party that is not cured within fifteen days after the defaulting party receives notice of such default.

transaction was accounted for as an asset acquisition because while inputs were acquired (in the form of trademarks, distribution agreements,

content licenses, and service agreements), there is not a continuation of revenues before and after the transaction.

That is, due to

the significant rebranding and redevelopment of the inputs acquired, the Journy.tv assets are not producing revenue post-closing of the

Additionally, an organized workforce with the necessary skills and experience to create outputs was not included in the

As such, the transaction does not meet the definition of a business and is considered an asset acquisition.

On the acquisition date, the fair value of the

intangible assets acquired was $ 415,200 , excluding $ 6,700 of acquisition-related direct costs which were expensed as incurred.

The intangible

assets have a weighted average estimated useful life of 16.7 years.

NOTE 6 – Intangible Assets

Intangible assets as of May 31, 2025, and February

28, 2025 consisted of the following:

the acquisition date, the fair value of the intangible assets acquired was $ 415,200 , excluding $ 6,700 of acquisition-related direct costs

which were expensed as incurred.

The intangible assets have a weighted average estimated useful life of 16.7 years.

6 – Acquisition of TA Pipeline LLC

August 6, 2025 (the “Closing Date”), the Company entered into the TA

MIPA with TA and the TA Members, pursuant to which the Company

purchased all of the issued and outstanding membership interests of TA from the TA Members (the “TA Acquisition”), resulting

in TA becoming a wholly-owned subsidiary of the Company.

to the TA MIPA, as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $ 443,169 in

cash (the “TA Closing Payment”), $ 118,169 of which (the “Estimated Additional Closing Payment”) was paid as a

purchase price adjustment based on the Members’ Deficit (as defined in the TA MIPA) set forth in the closing balance sheet provided

by TA in connection with closing, as more particularly provided for by the TA MIPA;

and (ii) issued an aggregate of 96,774 restricted

shares of Company common stock (the “TA Closing Shares,” and together with the TA Closing Payment, the “TA Closing

Consideration”) to the TA Members, valued at $ 387,000 , based on a price per share of $ 4.00 on August 6, 2025.

The Estimated Additional

Closing Payment is subject to adjustment, upward or downward, to the extent that the Members’ Deficit as of the closing date is

determined to be less than or exceed $ 175,000 , as provided in the TA MIPA.

addition to the TA Closing Consideration, and as further consideration for the TA Acquisition, the Company shall make an additional payment

to the TA Members in the form of an earnout (the “TA Milestone Payment”), which shall be in an amount equal to five percent

(5%) of the net revenues generated by TA during the 12 month period after the closing date (the “Milestone Period”), up to

a maximum of $200,000.

The TA Milestone Payment shall be paid to the TA Members within 10 days following completion of the Milestone

Period and will be payable fifty percent (50%) in cash and fifty percent (50%) in restricted shares of Company common stock (the “TA

Milestone Shares).” The Company determined the fair value of the TA Milestone Payment as of the acquisition date based on an earnout

option pricing model.

The TA Milestone Payment will be marked to market at each reporting period.

addition to the foregoing, in the event that the Fair Market Value of the Company’s common stock is less than $ 3.10 (the “Base

Price”) during the applicable Exercise Period, each TA Member shall have the limited, one time option (the “Put Option”),

to exercise one of the following rights as to some or all of their outstanding TA Acquisition Shares by delivering notice to the Company:

(i) the right to require the Company to repurchase from the TA Member all or any portion of their outstanding TA Acquisition Shares at

the Base Price;

(ii) the right to require the Company to issue to such TA Member that number of additional shares of Company common stock

(the “Top Up Shares”) as is necessary to make the aggregate value of the number of TA Acquisition Shares specified in the

notice (based on the Fair Market Value) equal to the original aggregate value of the number of TA Acquisition Shares specified in the

notice (based on the Base Price);

and (iii) the right to require the Company to pay to such TA Member, in cash, an amount equal to the

product of (x) the number of TA Acquisition Shares specified in the notice and (y) the positive difference, if any, between the Base

Price and the Fair Market Value.

For purpose of the foregoing rights, the “Exercise Period” means the three month period

commencing upon the earlier of:

(i) with respect to the TA Closing Shares, (x) the date that the TA Closing Shares first become eligible

for public resale and (y) the first anniversary of the closing date;

and (ii) with respect to the TA Milestone Shares, (x) the date that

the TA Milestone Shares first become eligible for public resale and (y) the first anniversary of the closing date.

Additionally, for

purpose of the foregoing rights, “Fair Market Value” means the volume weighted average price per share of the Company’s

common stock for the twenty consecutive trading days immediately preceding the notice date.

During the Exercise Period, each of the TA

Members shall be prohibited from engaging in certain transactions in the Company’s stock, as more particularly set forth in the

The fair value of the Put Option was determined using the Black Scholes Pricing Model and will be marked to market at each reporting

accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities

assumed, based on their estimated fair value at the acquisition date.

In connection with the acquisition, the Company incurred $ 25,855

in acquisition-related expenses, which were expensed as incurred.

The Company has completed a preliminary analysis to assign fair values

to all assets acquired and liabilities assumed.

The table below sets forth the consideration paid and the fair value of the assets acquired

and liabilities assumed for the acquisition:

Schedule of Preliminary Analysis To Assign Fair Values To All Assets Acquired And Liabilities Assumed

Consideration paid

Fair value of TA Milestone Payment

Fair value of derivative liability

Total consideration

Assets acquired and liabilities assumed

Cash and cash equivalents

Deferred merchant bookings

Total liabilities

Total net assets

fair value of the working capital items, including cash and deferred merchant bookings, approximates their respective carrying values

at the date on which control was obtained.

fair value of the acquired tradename, acquired supplier agreements, and acquired travel agency agreements were determined using the relief

from royalty method, with or without method and multi-period excess earnings method, respectively, which utilized projected financial

The goodwill recognized in the acquisition primarily represents synergies with the existing operations of the Company, and

the value of yet-to-be-acquired/developed customers, technology, assembled workforce, and any other assets.

Company is currently finalizing its valuation of the acquired assets and liabilities and has recorded these preliminary amounts as of

the acquisition date.

The final purchase price allocation may result in adjustments to the amounts presented.

7 – Intangible Assets

assets as of August 31, 2025, and February 28, 2025 consisted of the following:

Schedule of Intangible Assets

August 31, 2025

February 28, 2025

2 unchanged sentences

FSA Travel, LLC Tradename

TA Pipeline, LLC Tradename

TA Pipeline, LLC Supplier and Agency Agreements

Journy.tv – Trade Name

4 unchanged sentences

Intangible assets, net of amortization

Amortization expense for the three months ended

May 31, 2025, and May 31, 2024 was $ 206,021 and $ 286,237 , respectively.

During the three months ended May 31, 2025 and

2024, the Company recorded no impairment losses associated with the carrying value exceeding its recoverable amount.

The estimated aggregate amortization expense for

each of the succeeding years ending February 28 is as follows:

expense for the six months ended August 31, 2025, and 2024 was $ 422,016 and $ 383,061 , respectively.

the three and six months ended August 31, 2025, and 2024, the Company recorded no impairment losses associated with the carrying value

exceeding its recoverable amount.

estimated aggregate amortization expense for each of the succeeding years ending February 28 is as follows:

Schedule of estimated aggregate amortization expense

2026 (Remaining)

NOTE 7 – Goodwill

Reverse Acquisition of Sigma Additive Solutions,

As discussed in Note 1 – Business

Description and Going Concern, the legal acquisition of NTH by the Company on December 29,

2023 was determined to be a reverse acquisition, with NTH as the accounting acquirer, using the acquisition method of

accounting in accordance with ASC 805, Business Combinations.

Under this method of accounting, the purchase price was allocated to

the assets acquired and liabilities assumed based upon their estimated fair values at the date of consummation of the

Pursuant to ASC 350-20, the Company assigned

its goodwill to reporting units and is required to test each reporting unit’s goodwill for impairment at least on an annual

basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a

reporting unit below its carrying amount.

The goodwill resulting from the reverse acquisition is primarily attributable to

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

NTH’s benefit

in paying for these synergies in the reverse acquisition transaction was to avoid the time and expense of organizing and executing

Acquisition of Sigma Additive Solutions, Inc.

discussed in Note 1 – Business Description and Going Concern, the legal acquisition of NTH by the Company on December 29, 2023

was determined to be a reverse acquisition, with NTH as the accounting acquirer, using the acquisition method of accounting in accordance

with ASC 805, Business Combinations.

Under this method of accounting, the purchase price was allocated to the assets acquired and liabilities

assumed based upon their estimated fair values at the date of consummation of the transaction.

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

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

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

The goodwill resulting from the reverse acquisition is primarily

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

benefit in paying for these synergies in the reverse acquisition transaction was to avoid the time and expense of organizing and executing

an Initial Public Offering transaction.

In the reverse acquisition, $ 1,167,805

of goodwill was allocated to the Company’s Travel Products and Services reporting segment (its “NTH Reporting

Unit”) under the acquisition method of accounting.

Acquisition of FSA Travel, LLC

As of May 31, 2025, preliminary goodwill of $ 1,669,058

arising from the FSA acquisition has been reported within the Company’s single reporting segment, Travel Products and Services.

See Note 4, Acquisition of FSA Travel, LLC for a description of goodwill recognized in connection with the acquisition.

NOTE 8 – Notes Payable

On May 24, 2024, the Company sold a short-term

promissory note to a private investor in the aggregate principal amount of $ 100,000 .

The note bears interest at 7.5 % per annum and had

a maturity date of the earlier of completion of a public financing or October 31, 2024.

The investor has consented to extend the maturity

date on a month-to-month basis and continues to accrue interest.

As of May 31, 2025, the full principal amount of $ 100,000 was outstanding.

On June 26, 2024, the Company sold a short-term

promissory note to a private investor in the aggregate principal amount of $ 40,000 .

The note bears interest at 7.5 % per annum and has

a maturity date of June 25, 2025, which may be extended by written consent of the investor.

As of May 31, 2025, the full principal

amount of $ 40,000 was outstanding.

On October 18, 2024, the Company sold a

short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 154,440 .

The note includes an original issue discount (“OID”) of $ 22,440 ,

and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal.

The note is payable in ten

equal installments of $ 17,452

beginning on November 15, 2024, and may be prepaid at any time with no prepayment penalty.

Upon the event of default by the Company,

any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC.

As of May 31, 2025,

the balance on the note, net of the unamortized debt discount, was $ 40,572 .

On November 8, 2024 , the Company sold a

short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 125,190 .

The note includes an OID of $ 18,190 , and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal.

payable in five installments, with the first payment in the amount of $ 70,732 due on May 15, 2025 , and the remaining four equal installments

of $ 17,683 are due on the 15 th of each of the next four successive months.

The note may be prepaid at any time with no prepayment

Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election

of 1800 Diagonal Lending LLC.

As of May 31, 2025, the balance on the note, net of the unamortized debt discount was $ 57,760 .

On December 31, 2024, the Company sold a short-term

promissory note to a private investor in the aggregate principal amount of $ 220,000 .

The note bears guaranteed interest of 15 %, or $ 33,000 ,

payable in full on the issue date by the issuance of 10,927 shares of the Company’s Series K Preferred.

The note may be prepaid

at any time without penalty.

Additionally, the Company issued a warrant to the investor to purchase up to 220,000 shares of common stock

with an exercise price of $ 4.00 per share and a three-year term.

In accordance with ASC 470-20-25-2, the proceeds of the short-term promissory

note were allocated to the note and the warrant based on the relative fair values of the note without the warrant and of the warrant itself

at time of issuance, with the portion of the proceeds allocated to the warrants accounted for as paid-in capital, and the remainder of

the proceeds allocated to the note.

The relative fair value of the warrant at the time of issuance that was allocated to additional paid-in

capital was $ 179,913 .

As of May 31, 2025, the balance on the note, net of the unamortized debt discount, was $ 95,169 .

On February 4, 2025, the Company sold a short-term

promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 152,100 .

The note includes an OID of $ 22,100 ,

and bears a one-time interest charge of 13 %,

which was applied on the issuance date to the principal.

The note is payable in five installments, with the first payment in the amount

due on August 15, 2025, and the remaining four equal installments of $ 21,484

are due on the 15 th of each of the next four successive months.

The note may be prepaid at any time with no prepayment penalty.

Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800

Diagonal Lending LLC.

As of May 31, 2025, the balance on the note, net of the unamortized debt discount was $ 137,808 .

On April 1, 2025, 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

In the reverse acquisition, $ 1,167,805 of goodwill was allocated to the Company’s Travel

Products and Services reporting segment (its “NTH Reporting Unit”) under the acquisition method of accounting.

of FSA Travel, LLC

of August 31, 2025, preliminary goodwill of $ 1,669,058 arising from the FSA acquisition has been reported within the Company’s

reporting segment, Travel Products and Services.

See Note 4, Acquisition of FSA Travel, LLC for a description of goodwill recognized

in connection with the acquisition.

of TA Pipeline LLC

of August 31, 2025, preliminary goodwill of $ 286,824 arising from the FSA acquisition has been reported within the Company’s reporting

segment, Travel Products and Services.

See Note 6, Acquisition of TA Pipeline, LLC for a description of goodwill recognized in connection

with the acquisition.

9 – Notes Payable

to his appointment as a director, on May 24, 2024, the Company sold a short-term promissory note to Steve Kircher in the aggregate principal

amount of $ 100,000 .

The note bears interest at 7.5 % per annum and had a maturity date of the earlier of completion of a public financing

or October 31, 2024.

The investor has consented to extend the maturity date on a month-to-month basis and continues to accrue interest.

As of August 31, 2025, the full principal amount of $ 100,000 was outstanding.

to her appointment as a director, on June 26, 2024, the Company sold a short-term promissory note to Carmen Diges in the aggregate principal

amount of $ 40,000 .

The note bears interest at 7.5 % per annum and has a maturity date of June 25, 2025, which may be extended by written

consent of the investor.

As of August 31, 2025, the full principal amount of $ 40,000 was outstanding.

November 8, 2024 , the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount

of $ 125,190 .

The note includes an OID of $ 18,190 , and bears a one-time interest charge of 13 %, which was applied on the issuance date

to the principal.

The note is payable in five installments, with the first payment in the amount of $ 70,732 due on May 15, 2025 , and

the remaining four equal installments of $ 17,683 are due on the 15 th of each of the next four successive months.

may be prepaid at any time with no prepayment penalty.

Upon the event of default by the Company, any unpaid principal and interest may

be converted to common stock at the election of 1800 Diagonal Lending LLC.

As of August 31, 2025, the balance on the note, net of the

unamortized debt discount was $ 17,233 .

December 31, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 220,000 .

The note bears guaranteed interest of 15 %, or $ 33,000 , payable in full on the issue date by the issuance of 10,927 shares of the Company’s

Series K Preferred.

The note may be prepaid at any time without penalty.

Additionally, the Company issued a warrant to the investor to

purchase up to 220,000 shares of common stock with an exercise price of $ 4.00 per share and a three-year term.

In accordance with ASC

470-20-25-2, the proceeds of the short-term promissory note were allocated to the note and the warrant based on the relative fair values

of the note without the warrant and of the warrant itself at time of issuance, with the portion of the proceeds allocated to the warrants

accounted for as paid-in capital, and the remainder of the proceeds allocated to the note.

The relative fair value of the warrant at

the time of issuance that was allocated to additional paid-in capital was $ 179,913 .

As of August 31, 2025, the balance on the note, net

of the unamortized debt discount, was $ 148,834 .

February 4, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 152,100 .

The note includes an OID of $ 22,100 , and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal.

The note is payable in five installments, with the first payment in the amount of $ 85,937 due on August 15, 2025, and the remaining four

equal installments of $ 21,484 are due on the 15 th of each of the next four successive months.

The note may be prepaid at any

time with no prepayment penalty.

Upon the event of default by the Company, any unpaid principal and interest may be converted to common

stock at the election of 1800 Diagonal Lending LLC.

As of August 31, 2025, the balance on the note, net of the unamortized debt discount

was $ 70,275 .

August 20, 2025, 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 $ 300,000 .

After deducting commissions, net proceeds to the Company were $ 276,000 .

The Alumni Note is in the principal amount

with an OID of $ 60,000

and guaranteed interest on the principal amount of ten percent ( 10 %)

per annum which shall be due and payable on July

In the event of a failure to re-pay the Alumni Note on or before July 1, 2025, the interest rate will increase to

the lesser 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 shares of Company common stock only upon an event of default.

As of May 31, 2025, the balance on the

Alumni Note, net of the unamortized debt discount, was $ 281,737 .

NOTE 9 – Long-Term Debt

As part of the acquisition of FSA on April

9, 2025, the Company assumed an SBA loan originally issued to FSA on December 4, 2020, with an initial principal amount of $ 50,500 ,

bearing interest at 3.75 %

On October 4, 2021, FSA received a modification to the loan, which increased the principal amount to $ 199,100 .

The loan requires monthly payments of principal and interest of $ 995

and matures on December

In accordance with ASC 805 – Business Combinations,

the assumed loan was recognized at its acquisition-date fair value of $ 98,920 , which reflects a market-based effective interest rate of

approximately 12.03 % per annum over the remaining term of 307 months.

The difference between the face value of the debt and the fair value

at the acquisition date was included in the allocation of purchase consideration and is reflected in goodwill.

The loan is measured at amortized cost subsequent

to the acquisition date, and interest expense is recognized using the effective interest method based on the fair value of the liability

at the acquisition date.

The following table summarizes the loan terms as of the acquisition date:

Alumni Note is in the principal amount of $ 360,000 with an OID of $ 60,000 and guaranteed interest on the principal amount of ten percent

( 10 %) per annum which shall be due and payable on November 20, 2025 .

In the event of a failure to re-pay the Alumni Note on or before

November 20, 2025, the interest rate will increase to the lesser 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 shares of Company common stock only upon an event of default.

of August 31, 2025, the balance on the Alumni Note, net of the unamortized debt discount, was $ 187,159 .

10 – Long-Term Debt

part of the acquisition of FSA on April 9, 2025, the Company assumed an SBA loan originally issued to FSA on December 4, 2020, with an

initial principal amount of $ 50,500 , bearing interest at 3.75 % per annum.

On October 4, 2021, FSA received a modification to the loan,

which increased the principal amount to $ 199,100 .

The loan requires monthly payments of principal and interest of $ 995 and matures on

December 4, 2050 .

accordance with ASC 805 – Business Combinations, the assumed loan was recognized at its acquisition-date fair value of $ 98,920 ,

which reflects a market-based effective interest rate of approximately 12.03 % per annum over the remaining term of 305 months.

The difference

between the face value of the debt and the fair value at the acquisition date was included in the allocation of purchase consideration

and is reflected in goodwill.

loan is measured at amortized cost subsequent to the acquisition date, and interest expense is recognized using the effective interest

method based on the fair value of the liability at the acquisition date.

The following table summarizes the loan terms as of the acquisition

Schedule of Long Term Loan

4 unchanged sentences

Effective interest rate

As of May 31, 2025, the balance of the loan was

NOTE 10 - Related Party Transactions

On April 9, 2025, NTH and the Donald P.

Insurance Trust (the “Trust”) entered into two promissory notes (together, the “Trust Notes”) under the Company’s

$ 2.0 million line of credit.

Donald Monaco, chairman of the Company’s Board of Directors, is the trustee of the Trust.

note had a principal balance of $ 500,000 and was issued in exchange for a new cash payment provided my Mr.

The second note had

a principal balance of $ 145,000 and was issued in exchange for cash advances previously made by Mr.

of August 31, 2025, the balance of the loan was $ 98,532 .

11 - Related Party Transactions

April 9, 2025, NTH and the Donald P.

Monaco Insurance Trust (the “Trust”) entered into two promissory notes (together, the

“Trust Notes”) under the Company’s $ 2.0 million line of credit.

Donald Monaco, chairman of the Company’s Board

of Directors, is the trustee of the Trust.

The first note had a principal balance of $ 500,000 and was issued in exchange for a new cash

payment provided my Mr.

The second note had a principal balance of $ 145,000 and was issued in exchange for cash advances previously

Monaco to the Company.

On May 6, 2025, the Company

entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP (“MIP”)

providing the Company with a $ 3,000,000 revolving line of credit.

The MIP Line of Credit allows the Company to request advances thereunder

from time to time until May 31, 2027 , the maturity date.

Advances made under the MIP Line of Credit bear simple interest at a rate of

12 % per annum, calculated from the date of each respective advance.

Accrued interest shall be payable on a monthly basis, no later than

the 10th day of the subsequent month.

The full outstanding principal balance, together with any accrued and unpaid interest, shall be

due and payable in full by the Company on the maturity date.

The Company may, at its option, prepay any borrowings under the MIP Line

of Credit, in whole or in part, at any time prior to the maturity date, without penalty.

Monaco controls MIP.

Company received an initial advance of $ 1,045,000

under the MIP Line of Credit, which was used to repay (i) a $ 400,000

cash advance previously made by the Trust to the Company (ii) and all outstanding indebtedness under the terms of the Trust Notes,

totaling $ 645,000 .

Additional advances through May 31, 2025 totaled $ 441,575 ,

bringing the total amount advanced under the line to $ 1,486,575 as of May 31, 2025.

The total amounts due to related parties at May

31, 2025 and February 28, 2025 totaled $ 1,494,191 and $ 61,526 , respectively.

NOTE 11 - Stockholders’ Equity

The Company has 250,000,000 shares of common stock

authorized for issuance pursuant to its amended and restated articles of incorporation, as amended (“Charter”).

2025 and February 28, 2025, there were 7,691,374 and 1,656,738 shares of common stock, par value $ 0.001 per share, issued and outstanding,

respectively.

All shares of common stock have equal voting rights, are fully-paid and non-assessable, and are entitled to one vote per

In the first quarter of 2024, the Company issued

100,000 shares of common stock upon conversion of 100,000 shares of Series G Convertible Preferred Stock, 117,000 shares of common stock

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

shares of Series I Preferred.

In the first quarter of 2025, the Company

issued 105,000

shares of common stock in connection with various investor relations consulting contracts, 45,642

shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends, 20,000

May 6, 2025, the Company entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners

II, LP (“MIP”) providing the Company with a $ 3,000,000 revolving line of credit.

The MIP Line of Credit allows the Company

to request advances thereunder from time to time until May 31, 2027 , the maturity date.

Advances made under the MIP Line of Credit bear

simple interest at a rate of 12 % per annum, calculated from the date of each respective advance.

Accrued interest shall be payable on

a monthly basis, no later than the 10th day of the subsequent month.

The full outstanding principal balance, together with any accrued

and unpaid interest, shall be due and payable in full by the Company on the maturity date.

The Company may, at its option, prepay any

borrowings under the MIP Line of Credit, in whole or in part, at any time prior to the maturity date, without penalty.

Monaco controls

Company received an initial advance of $ 1,045,000 under the MIP Line of Credit, which was used to repay (i) a $ 400,000 cash advance previously

made by the Trust to the Company (ii) and all outstanding indebtedness under the terms of the Trust Notes, totaling $ 645,000 .

advances through August 31, 2025 totaled $ 1,786,575 , bringing the total amount advanced under the line to $ 2,831,575 as of August 31,

total amounts due to related parties at August 31, 2025 and February 28, 2025 totaled $ 2,839,191 and $ 61,526 , respectively.

12 - Stockholders’ Equity

connection with the acquisition of TA Pipeline LLC on August 6, 2025, the Company issued 96,774

TA Closing Shares.

Although the shares are legally common

stock, they are classified as mezzanine equity on the consolidated balance sheet due to contingent redemption rights resulting from derivative

liability provisions that could require cash or share settlement outside the Company’s control.

these shares are presented outside of permanent stockholders’ equity and below total liabilities.

The Company will continue to

classify the shares as mezzanine equity until such time as the redemption provisions lapse or are removed, or until settlement occurs.

carrying amount of instruments recorded within mezzanine equity are not adjusted below initial measurement.

The TA Acquisition Shares

were initially recorded at $ 4.00 per share, which was the closing prices of our stock on the acquisition date.

The Put Option has an

exercise price of $ 3.10 per share.

As such, the TA Acquisition Shares will not be subsequently remeasured in future reporting periods

For further information regarding the TA Closing

Shares and TA Acquisition shares, refer to Notes 2 and 6.

Company has 250,000,000 shares of common stock authorized for issuance pursuant to its amended and restated articles of incorporation,

as amended (“Charter”).

At August 31, 2025 and February 28, 2025, there were 8,117,979 and 1,656,738 shares of common stock,

par value $ $ 0.001 per share, issued and outstanding, respectively.

All shares of common stock have equal voting rights, are fully-paid

and non-assessable, and are entitled to one vote per share.

the first quarter of 2025, the Company issued 105,000 shares of common stock in connection with various investor relations consulting

contracts, 45,642 shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends,

20,000 shares of common stock to Ovation as partial consideration pursuant to the April 1, 2025 Journy.tv Asset Purchase Agreement;

shares of common stock to ITA as a finder’s fee related to the FSA acquisition;

shares of common stock pursuant to a consulting contract related to the development and launch of a dedicated beauty and wellness

FAST channel;

and 5,843,993

shares of common stock to the members of NTG pursuant to the Exchange Agreement, constituting Contingent Shares issuable to the

members of NTG upon the achievement of all business milestones.

Preferred Stock

Under our Charter, 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.

Our board of directors may authorize the issuance

of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the

common stock.

The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate

purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect

the market price of the common stock and the voting and other rights of the holders of common stock.

The Company is authorized to issue 10,000,000

shares of preferred stock, par value $ 0.001

An aggregate of 3,388,874

and 3,106,616

shares of preferred stock were issued and outstanding at May 31, 2025 and February 28, 2025, respectively, as further discussed below.

Series E Convertible Preferred Stock

Under the Certificate of Designations of the Series

E Preferred Stock, shares of the Company’s Series E Preferred have an initial stated value of $ 1,500

per share (the “Series E 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 Series E Stated Value of the Series E

Preferred by said amount.

The holders of shares of the Series E Preferred have the right at any time to convert all or a portion of the

Series E Preferred (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

15,000 shares of common stock pursuant to a consulting

contract related to the development and launch of a dedicated beauty and wellness FAST channel;

and 5,843,993 shares of common stock

to the members of NTG pursuant to the Exchange Agreement, constituting Contingent Shares issuable to the members of NTG upon the achievement

of all business milestones.

the second quarter of 2025, the Company issued 205,000 shares of common stock in connection with various investor relations consulting

contracts, 36,283 shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends,

96,774 shares of common stock to TA Pipeline as partial consideration pursuant to the August 6, 2025 Membership Interest Purchase Agreement;

24,230 shares of common stock to various vendors as settlement for outstanding invoices;

and 161,092 shares issued to investors in private

our Charter, our board of directors has the authority, without further action by stockholders, to designate one or more series of preferred

stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon

the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference

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

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

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

The issuance of preferred stock, while providing flexibility in connection

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

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

of common stock.

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

An aggregate of 3,388,874 and 3,106,616

shares of preferred stock were issued and outstanding at August 31, 2025 and February 28, 2025, respectively, as further discussed below.

E Convertible Preferred Stock

the Certificate of Designations of the Series E Preferred Stock, shares of the Company’s Series E Preferred have an initial stated

value of $ 1,500 per share (the “Series E 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 Series E Stated Value of the Series E Preferred by said amount.

holders of shares of the Series E Preferred have the right at any time to convert all or a portion of the Series E Preferred (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 Series E Value of the shares of Series E Preferred then being converted plus any other unpaid amounts

payable with respect to the Series E Preferred 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

The Conversion Amount is the sum of the Stated Series E Value of the shares of Series E Preferred then being converted plus any other

unpaid amounts payable with respect to the Series E Preferred 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.

At May 31, 2025, 316 shares of Series

E Preferred were outstanding, which if converted as of May 31, 2025, including the make-whole dividends, would have

resulted in the issuance of 3,415 shares of common stock.

Series F Convertible Preferred Stock

On January 4, 2024, the Company filed a Certificate

of Designation of Series F Convertible Preferred Stock (the “Series F Certificate of Designation”) with the Secretary of State

of the State of Nevada, designating 5,843,993 shares of the Company’s preferred stock as Series F Preferred.

The Series F Preferred

was designated by the Company in connection with the acquisition of NTH, and, in the event that the Company did not have sufficient shares

of common stock available to fulfill its obligations pursuant to the Exchange Agreement governing the terms of the acquisition, shares

of Series F Preferred would have been issued to the previous equity holders of NTH in lieu of shares of Company common stock.

The terms and conditions set forth in the Series

F Certificate of Designation are summarized below:

The Series F Preferred rank pari

passu to the Company’s common stock.

Holders of Series F Preferred

will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock.

Except as provided by the Company’s

Charter, 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 Charter or other charter documents

in any manner that adversely effects any rights of the holders of the Series F Preferred, or (c) enter into any agreement with respect

to the foregoing.

On such date that the Company

amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required

to convert all of the outstanding Series F Preferred, each outstanding share of Series F Preferred shall automatically be converted into

one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series F Conversion Ratio”).

August 31, 2025, 316 shares of Series E Preferred were outstanding, which if converted as of August 31, 2025, including the make-whole

dividends, would have resulted in the issuance of 3,466 shares of common stock.

F Convertible Preferred Stock

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

of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993 shares of the Company’s preferred

stock as Series F Preferred.

The Series F Preferred was designated by the Company in connection with the acquisition of NTH, and, in

the event that the Company did not have sufficient shares of common stock available to fulfill its obligations pursuant to the Exchange

Agreement governing the terms of the acquisition, shares of Series F Preferred would have been issued to the previous equity holders

of NTH in lieu of shares of Company common stock.

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

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

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

of Company common stock.

Except as provided by the Company’s Charter, 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 Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series F Preferred,

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

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

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

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

F Conversion Ratio”).

Liquidation .

In the event of any liquidation,

dissolution or winding up of the Company, either voluntary or involuntary (each, a “Liquidation”), holders of Series F Preferred

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

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

At May 31, 2025, no shares of the Series F Preferred were outstanding.

Series G Convertible Preferred Stock

On 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, par value $ 0.001 per share.

The terms and conditions

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

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

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

Company common stock.

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

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

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

In any such vote, each

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

holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series G

Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series G Preferred or alter or amend the

Series G Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any

rights of the holders of the Series G Preferred, or (c) enter into any agreement with respect to the foregoing.

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

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

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

circumstances) (the “Series G Conversion Ratio”).

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

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

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

August 31, 2025, no shares of the Series F Preferred 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, par value $ 0.001 per share.

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

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

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

on shares of Company common stock.

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

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

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

In any such vote, each holder is entitled

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

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

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

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

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

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

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

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

G Conversion Ratio”).

Liquidation .

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

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

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

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

Redemption Right .

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

the terms of the Perpetual License Agreement.

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

with the terms of the Perpetual License Agreement.

Company did not exercise its option to repurchase 50% of the Series G Preferred, and all such shares were converted into shares of Company

common stock on March 15, 2024.

At May 31, 2025, no shares of Series G Preferred were outstanding.

Series H Convertible Preferred Stock

On 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, par value $ 0.001 per share.

The terms and conditions

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

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

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

Company common stock.

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

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

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

In any such vote, each

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

holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series H

Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series H Preferred or alter or amend the

Series H Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any

rights of the holders of the Series H Preferred, or (c) enter into any agreement with respect to the foregoing.

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

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

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

circumstances) (the “Series H Conversion Ratio”).

At August 31, 2025, no shares of Series G Preferred 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, par value $ 0.001 per share.

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

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

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

on shares of Company common stock.

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

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

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

In any such vote, each holder is entitled

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

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

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

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

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

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

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

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

H Conversion Ratio”).

Liquidation .

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

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

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

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

At May 31, 2025, 33,000 shares of Series

H Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 33,000 shares

of common stock.

Series I Convertible Preferred Stock

On February 22, 2024, the

Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Initial 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 Preferred,

par value $ 0.001 per share.

On February 25, 2025, the Company filed an amendment to the Initial Series I Certificate of Designation (the

“Amendment to Series I Certificate of Designation” and together with the Initial Series I Certificate of Designation, the

“Series I Certificate of Designation”) with the Secretary of State of the State of Nevada, to increase the number of shares

of Series I Preferred to 692,945 shares.

The terms and conditions

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

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

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

Company common stock.

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

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

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

In any such vote, each holder is

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

The Company may not, without the consent of holders of a majority of the outstanding shares of Series I Preferred, (i)

alter or change adversely the powers, preferences or rights given to the Series I Preferred or alter or amend the Series I

Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of

the holders of the Series I Preferred, or (c) enter into any agreement with respect to the foregoing.

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

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

of Series I Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain

limited circumstances) (the “Series I Conversion Ratio”).

Liquidation .

In the event of any liquidation,

dissolution or winding up of the Company, either voluntary or involuntary, holders of Series I Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series I Conversion Ratio, with holders of Company common stock in any

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

On August 15, 2024, the Company entered into a

securities purchase agreement with an investor for the sale of 4,967 shares of Series I Preferred, at $ 3.02 per share, resulting in gross

proceeds to the Company of $ 15,000 .

On August 31, 2024, the Company entered into a

securities purchase agreement with an investor for the sale of 24,834 shares of Series I Preferred at $ 3.02 per share, resulting in gross

proceeds to the Company of $ 75,000 .

On October 1, 2024, the Company entered into

a securities purchase agreement with an investor for the sale of 66,225

shares of Series I Preferred at $ 3.02

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

On February 24, 2025, the Company entered into

a securities purchase agreement (the “Series I Purchase Agreement”) with certain accredited investors,

pursuant to which the Company issued and sold an aggregate of 331,125 restricted shares of Series I Preferred to the purchasers

at a purchase price of $ 3.02 per share (the “Series I Offering”), resulting in aggregate gross proceeds to the Company of

$ 1,000,000 .

In addition, the Company issued 10,000 shares of Series I Preferred at $ 3.02 per share to an outside contractor as payment

for outstanding invoices.

On February 24 2025, the Company entered into

a debt conversion agreement with Greg Miller, an independent contractor of the Company, whereby Mr.

Miller and the Company agreed to

convert $ 100,000

in deferred consulting fees owed to Mr.

Miller into 33,113

shares of Series I Preferred, at a conversion price of $ 3.02

per share, and a warrant to purchase 33,113

shares of common stock (the “Miller Warrant”).

The Miller Warrant has an exercise price of $ 4.00

per share, becomes exercisable six months from the issuance date (subject to stockholder approval of removal of the Exchange Cap), and

shall expire three years from the initial exercise date (August 24, 2028).

Additionally, if stockholder approval is not received by May

1, 2025, then the Miller Warrant shares will increase to 50,000 ,

and the exercise price will decrease to $ 3.02 .

As such approval was not obtained by May 1, 2025, the exercise price of the Miller Warrant was reset to $ 3.02 and the number of shares

of common stock issuable upon exercise of the Miller Warrant increased to 50,000 shares as of such date.

On February 25, 2025, the Company issued 10,000

shares of Series I Preferred at $ 3.02 per share to the Company’s IT contractor as payment for outstanding invoices.

The Series I Preferred shall not be convertible

and the Miller Warrant shall not be exercisable into shares of common stock until such date that the Company obtains stockholder approval

to remove the Exchange Cap (as described below).

At May 31, 2025, 500,442 shares of Series I Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 500,442

shares of common stock.

Series J Nonvoting Convertible Preferred

On January 3, 2025, the Company filed a Certificate

of Designation of Series J Nonvoting Convertible Preferred Stock (the “Series J Certificate of Designation”) with the Secretary

of State of the State of Nevada, designating 297,788 shares of the Company’s preferred stock as Series J Preferred, par value $ 0.001 per share.

The terms and conditions set forth in the Series

J Certificate of Designation are summarized below:

The Series J Preferred rank pari

passu to the Company’s common stock.

Holders of Series J Preferred

will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock.

Except as provided by the Charter,

or as otherwise required by the Nevada Revised Statutes, holders of Series J Preferred are not entitled to voting rights.

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

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

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

August 31, 2025, 33,000 shares of Series H Preferred were outstanding, which if converted as of August 31, 2025, 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 “Initial 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 Preferred, par value $ 0.001 per share.

On February 25, 2025, the Company filed an amendment to the Initial

Series I Certificate of Designation (the “Amendment to Series I Certificate of Designation” and together with the Initial

Series I Certificate of Designation, the “Series I Certificate of Designation”) with the Secretary of State of the State

of Nevada, to increase the number of shares of Series I Preferred to 692,945 shares.

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

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

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

on shares of Company common stock.

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

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

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

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

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

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

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

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

enter into any agreement with respect to the foregoing.

On the third business day after

the date that the Company’s stockholders approve the conversion of Series J Preferred into shares of Common Stock in accordance

with the listing rules of Nasdaq, each outstanding share of Series J Preferred shall automatically be converted into one share of Company

common stock (subject to adjustment under certain limited circumstances) (the “Series J Conversion Ratio”), subject to beneficial

ownership limitations.

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

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

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

“Series I Conversion Ratio”).

Liquidation .

In the event of any liquidation,

dissolution or winding up of the Company, either voluntary or involuntary, holders of Series J Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series J Conversion Ratio, with holders of Company common stock in any

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

On December 31, 2024, the Company entered into

a securities purchase agreement with certain accredited investors, pursuant to which the Company issued and sold an aggregate of 231,788

restricted shares of Series J Preferred, at a purchase price of $ 3.02 per share, resulting in gross proceeds to the Company of $ 700,000 .

In addition, the Company issued a total of 66,000 shares of Series J Preferred to four consultants for investor relations services.

The Series J Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

At May 31, 2025, 297,788 shares of Series

J Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 297,788 shares of common stock.

Series K Nonvoting Convertible Preferred

On January 3, 2025, the Company filed a Certificate

of Designation of Series K Nonvoting Convertible Preferred Stock (the “Series K Certificate of Designation”) with the Secretary

of State of the State of Nevada, designating 60,595 shares of the Company’s preferred stock as Series K Preferred, par value $ 0.001 per share.

The terms and conditions set forth in the Series

K Certificate of Designation are summarized below:

The Series K Preferred rank pari

passu to the Company’s common stock.

Holders of Series K Preferred

will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock.

Except as provided by the Charter,

or as otherwise required by the Nevada Revised Statutes, holders of Series K Preferred are not entitled to voting rights.

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

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

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

enter into any agreement with respect to the foregoing.

On the third business day after

the date that the Company’s stockholders approve the conversion of Series K Preferred into shares of Common Stock in accordance

with the listing rules of Nasdaq, each outstanding share of Series K Preferred shall automatically be converted into one share of Company

common stock (subject to adjustment under certain limited circumstances) (the “Series K Conversion Ratio”), subject to beneficial

ownership limitations.

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

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

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

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

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

Preferred 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

Preferred at $ 3.02 per share, resulting in gross proceeds to the Company of $ 200,000 .

February 24, 2025, the Company entered into a securities purchase agreement (the “Series I Purchase Agreement”) with certain

accredited investors, pursuant to which the Company issued and sold an aggregate of 331,125 restricted shares of Series I Preferred to

the purchasers at a purchase price of $ 3.02 per share (the “Series I Offering”), resulting in aggregate gross proceeds to

the Company of $ 1,000,000 .

In addition, the Company issued 10,000 shares of Series I Preferred at $ 3.02 per share to an outside contractor

as payment for outstanding invoices.

February 24 2025, the Company entered into a debt conversion agreement with Greg Miller, an independent contractor of the Company, whereby

Miller and the Company agreed to convert $ 100,000 in deferred consulting fees owed to Mr.

Miller into 33,113 shares of Series I Preferred,

at a conversion price of $ 3.02 per share, and a warrant to purchase 33,113 shares of common stock (the “Miller Warrant”).

The Miller Warrant has an exercise price of $ 4.00 per share, becomes exercisable six months from the issuance date (subject to stockholder

approval of removal of the Exchange Cap), and shall expire three years from the initial exercise date (August 24, 2028).

Additionally,

if stockholder approval is not received by May 1, 2025, then the Miller Warrant shares will increase to 50,000 , and the exercise price

will decrease to $ 3.02 .

As such approval was not obtained by May 1, 2025, the exercise price of the Miller Warrant was reset to $ 3.02

and the number of shares of common stock issuable upon exercise of the Miller Warrant increased to 50,000 shares as of such date.

February 25, 2025, the Company issued 10,000 shares of Series I Preferred at $ 3.02 per share to the Company’s IT contractor as

payment for outstanding invoices.

Series I Preferred shall not be convertible and the Miller Warrant shall not be exercisable into shares of common stock until such date

that the Company obtains stockholder approval to remove the Exchange Cap (as described below).

August 31, 2025, 500,442 shares of Series I Preferred were outstanding, which if converted as of August 31, 2025, would have resulted

in the issuance of 500,442 shares of common stock.

J Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series J Nonvoting Convertible Preferred Stock (the “Series

J Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 297,788 shares of the Company’s

preferred stock as Series J Preferred, par value $ 0.001 per share.

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

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

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

on shares of Company common stock.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series J Preferred are not entitled

to voting rights.

However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series J Preferred,

(i) alter or change adversely the powers, preferences or rights given to the Series J Preferred or alter or amend the Series J Certificate

of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the

Series J Preferred, or (c) enter into any agreement with respect to the foregoing.

On the third business day after the date that the Company’s stockholders approve the conversion of Series J Preferred into shares

of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series J Preferred shall automatically be converted

into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series J Conversion Ratio”),

subject to beneficial ownership limitations.

Liquidation .

In the event of any liquidation,

dissolution or winding up of the Company, either voluntary or involuntary, holders of Series K Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series K Conversion Ratio, with holders of Company common stock in any

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

On December 31, 2024, the Company issued an aggregate

of 60,595 shares of Series K Preferred to a series of investors at a price of $ 3.02 per share as prepaid guaranteed interest in connection

with the sale of an aggregate of $ 1,220,000 in promissory notes.

The Series K Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

At May 31, 2025, 60,595 shares of the Series K

Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 60,595 shares of common

Series L Nonvoting Convertible Preferred

On January 3, 2025, the Company filed a Certificate

of Designation of Series L Nonvoting Convertible Preferred Stock (the “Initial Series L Certificate of Designation”) with

the Secretary of State of the State of Nevada, designating 579,469 shares of the Company’s preferred stock as Series L Preferred, par value $ 0.001 per share.

On February 25, 2025, the Company filed

an amendment to the Initial Series L Certificate of Designation (the “Series L Preferred Amendment,” and together with the

Initial Series L Certificate of Designation, the “Series L Certificate of Designation”) with the Secretary of State of the

State of Nevada, to increase the number of shares of the Company’s preferred stock designated as Series L Preferred to 1,076,158

The terms and conditions set forth in the Series

L Certificate of Designation are summarized below:

The Series L Preferred rank pari

passu to the Company’s common stock.

Holders of Series L Preferred

will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally available therefor, dividends in

the amount of 12 % per annum per share of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock

split, combination or other similar recapitalization with respect to the Preferred Stock), and no more.

Dividends on the Preferred Stock

shall be fully cumulative, shall accrue without interest and without compounding from the date of first issuance, and shall, if declared

by the Board, be payable quarterly in arrears on March 1, June 1, September 1 and December of each year.

All dividends on the Preferred

Stock shall be payable (i) in shares of Common Stock of the Company at the Nasdaq Closing Price;

provided, however, that such prices shall

not be less than $ 3.02 per share, or (ii) cash, at the election of a majority of the independent directors.

Any dividend which shall not

be paid on required dividend date on which it shall become due shall be deemed to be “past due” until such dividend shall

be paid or until the share of Preferred Stock with respect to which such dividend became due shall no longer be outstanding, whichever

is the earlier to occur.

In the event that any dividend becomes “past due” the per annum rate shall increase to 14%.

Except as provided by the Charter,

or as otherwise required by the Nevada Revised Statutes, holders of Series L Preferred are not entitled to voting rights However, the

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

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

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

enter into any agreement with respect to the foregoing.

On the third business day after

the date that the Company’s stockholders approve the conversion of Series L Preferred into shares of Common Stock in accordance

with the listing rules of Nasdaq, each outstanding share of Series L Preferred shall automatically be converted into one share of Company

common stock (subject to adjustment under certain limited circumstances) (the “Series L Conversion Ratio”), subject to beneficial

ownership limitations.

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

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

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

December 31, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the

Company issued and sold an aggregate of 231,788 restricted shares of Series J Preferred, at a purchase price of $ 3.02 per share, resulting

in gross proceeds to the Company of $ 700,000 .

In addition, the Company issued a total of 66,000 shares of Series J Preferred to four

consultants for investor relations services.

Series J Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder

approval to remove the Exchange Cap.

August 31, 2025, 297,788 shares of Series J Preferred were outstanding, which if converted as of August 31, 2025, would have resulted

in the issuance of 297,788 shares of common stock.

K Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series K Nonvoting Convertible Preferred Stock (the “Series

K Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 60,595 shares of the Company’s

preferred stock as Series K Preferred, par value $ 0.001 per share.

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

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

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

on shares of Company common stock.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series K Preferred are not entitled

to voting rights.

However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series K Preferred,

(i) alter or change adversely the powers, preferences or rights given to the Series K Preferred or alter or amend the Series K Certificate

of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the

Series K Preferred, or (c) enter into any agreement with respect to the foregoing.

On the third business day after the date that the Company’s stockholders approve the conversion of Series K Preferred into shares

of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series K Preferred shall automatically be converted

into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series K Conversion Ratio”),

subject to beneficial ownership limitations.

Liquidation .

In the event of any liquidation,

dissolution or winding up of the Company, either voluntary or involuntary, holders of Series L Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series L Conversion Ratio, with holders of Company common stock in any

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

On December 31, 2024, the Company entered into

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 Series L Preferred, at a purchase

price of $ 3.02 per share.

On February 24, 2025, the Company entered into

debt conversion agreements with its chief executive officer, William Kerby, and chairman of the board, Donald P.

Monaco, whereby the Related

Parties and the Company agreed to convert $ 500,000 in deferred salary (Mr.

Kerby) and $ 1.0 million in existing unsecured promissory notes

owed for monies advanced to the Company (Mr.

Monaco), respectively, into an aggregate of 496,687 restricted shares of Series L Preferred

at a conversion price of $ 3.02 per share.

The Series L Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

Cap, subject to beneficial ownership limitations.

At May 31, 2025, 1,076,156 shares of the Series

L Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 1,076,156 shares of common

Series M Nonvoting Convertible Preferred

On January 3, 2025, the Company filed a Certificate

of Designation of Series M Nonvoting Convertible Preferred Stock (the “Series M Certificate of Designation”) with the Secretary

of State of the State of Nevada, designating 165,562 shares of the Company’s preferred stock as Series M Preferred, par value $ 0.001 per share.

The terms and conditions set forth in the Series

M Certificate of Designation are summarized below:

The Series M Preferred rank pari

passu to the Company’s common stock.

Holders of Series M Preferred

will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally available therefor, dividends in

the amount of 12 % per annum per share of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock

split, combination or other similar recapitalization with respect to the Preferred Stock), and no more.

Dividends on the Preferred Stock

shall be fully cumulative, shall accrue without interest and without compounding from the date of first issuance, and shall, if declared

by the Board, be payable quarterly in arrears on March 1, June 1, September 1 and December of each year.

All dividends on the Preferred

Stock shall be payable (i) in shares of Common Stock of the Company at the Nasdaq Closing Price;

provided, however, that such prices shall

not be less than $ 3.02 per share, or (ii) cash, at the election of a majority of the independent directors.

Any dividend which shall not

be paid on required dividend date on which it shall become due shall be deemed to be “past due” until such dividend shall

be paid or until the share of Preferred Stock with respect to which such dividend became due shall no longer be outstanding, whichever

is the earlier to occur.

In the event that any dividend becomes “past due” the per annum rate shall increase to 14%.

Except as provided by the Charter,

or as otherwise required by the Nevada Revised Statutes, holders of Series M Preferred are not entitled to voting rights.

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

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

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

enter into any agreement with respect to the foregoing.

On the third business day after

the date that the Company’s stockholders approve the conversion of Series M Preferred into shares of Common Stock in accordance

with the listing rules of Nasdaq, each outstanding share of Series M Preferred shall automatically be converted into one share of Company

common stock (subject to adjustment under certain limited circumstances) (the “Series M Conversion Ratio”), subject to beneficial

ownership limitations.

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

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

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

December 31, 2024, the Company issued an aggregate of 60,595 shares of Series K Preferred to a series of investors at a price of $ 3.02

per share as prepaid guaranteed interest in connection with the sale of an aggregate of $ 1,220,000 in promissory notes.

Series K Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder

approval to remove the Exchange Cap.

August 31, 2025, 60,595 shares of the Series K Preferred were outstanding, which if converted as of August 31, 2025, would have resulted

in the issuance of 60,595 shares of common stock.

L Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (the “Initial

Series L Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 579,469 shares of the Company’s

preferred stock as Series L Preferred, par value $ 0.001 per share.

On February 25, 2025, the Company filed an amendment to the Initial

Series L Certificate of Designation (the “Series L Preferred Amendment,” and together with the Initial Series L Certificate

of Designation, the “Series L Certificate of Designation”) with the Secretary of State of the State of Nevada, to increase

the number of shares of the Company’s preferred stock designated as Series L Preferred to 1,076,158 shares.

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

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

Holders of Series L Preferred will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally

available therefor, dividends in the amount of 12 % per annum per share of Preferred Stock (subject to appropriate adjustment in the event

of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock), and no more.

Dividends on the Preferred Stock shall be fully cumulative, shall accrue without interest and without compounding from the date of first

issuance, and shall, if declared by the Board, be payable quarterly in arrears on March 1, June 1, September 1 and December of each year.

All dividends on the Preferred Stock shall be payable (i) in shares of Common Stock of the Company at the Nasdaq Closing Price;

however, that such prices shall not be less than $ 3.02 per share, or (ii) cash, at the election of a majority of the independent directors.

Any dividend which shall not be paid on required dividend date on which it shall become due shall be deemed to be “past due”

until such dividend shall be paid or until the share of Preferred Stock with respect to which such dividend became due shall no longer

be outstanding, whichever is the earlier to occur.

In the event that any dividend becomes “past due” the per annum rate shall

increase to 14%.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series L Preferred are not entitled

to voting rights However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series L Preferred,

(i) alter or change adversely the powers, preferences or rights given to the Series L Preferred or alter or amend the Series L Certificate

of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the

Series L Preferred, or (c) enter into any agreement with respect to the foregoing.

On the third business day after the date that the Company’s stockholders approve the conversion of Series L Preferred into shares

of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series L Preferred shall automatically be converted

into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series L Conversion Ratio”),

subject to beneficial ownership limitations.

Liquidation .

In the event of any liquidation,

dissolution or winding up of the Company, either voluntary or involuntary, holders of Series M Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series M Conversion Ratio, with holders of Company common stock in any

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

On December 31, 2024, the Company entered into

a securities purchase agreement with certain accredited investors, pursuant to which the Company may issue and sell up to $ 500,000 of

restricted shares of Series M Preferred, at a purchase price of $ 3.02 per share.

In addition, as part of the Series M Preferred

offering, on December 31, 2024, the Company entered into a debt conversion agreement with an existing lender whereby the lender and the

Company agreed to convert $ 350,000 in existing unsecured promissory notes plus accrued interest owed to the lender for monies advanced

to the Company into shares of Series M Preferred.

The Series M Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

On December 31, 2024, in connection with the foregoing,

the Company issued 133,278 shares of Series M Preferred to an investor pursuant to a debt conversion agreement.

At May 31, 2025, all 133,278 shares of the Series

M Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 133,278 shares of common stock.

Series N Nonvoting Convertible Preferred

On January 30, 2025, the Company filed a Certificate

of Designation of Series N Convertible Preferred Stock (the “Series N Certificate of Designation”) with the Secretary of State

of the State of Nevada, designating 500,000 shares of the Company’s preferred stock as Series N Preferred, par

value $ 0.001 per share.

The terms and conditions set forth in the Series

N Certificate of Designation are summarized below:

The Series N Preferred rank pari

passu to the Company’s common stock.

Holders of Series N Preferred

will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock.

Except as provided by the Series

N Certificate of Designation, or as otherwise required by the Nevada Revised Statutes, holders of Series N Preferred are not entitled

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

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

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

December 31, 2024, the Company entered into 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 Series L Preferred, at a purchase price of $ 3.02 per share.

February 24, 2025, the Company entered into debt conversion agreements with its chief executive officer, William Kerby, and chairman

of the board, Donald P.

Monaco, whereby the Related Parties and the Company agreed to convert $ 500,000 in deferred salary (Mr.

and $ 1.0 million in existing unsecured promissory notes owed for monies advanced to the Company (Mr.

Monaco), respectively, into an aggregate

of 496,687 restricted shares of Series L Preferred at a conversion price of $ 3.02 per share.

Series L Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder

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

August 31, 2025, 1,076,156 shares of the Series L Preferred were outstanding, which if converted as of August 31, 2025, would have resulted

in the issuance of 1,076,156 shares of common stock.

M Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series M Nonvoting Convertible Preferred Stock (the “Series

M Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 165,562 shares of the Company’s

preferred stock as Series M Preferred, par value $ 0.001 per share.

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

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

Holders of Series M Preferred will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally