What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-15 compared with 2025-07-15 · 895 added, 746 removed, 61 unchanged (96% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-looking statements

This Quarterly Report on Form 10-Q for

the quarter ended May 31, 2025 (this “Quarterly Report”) contains “Forward-Looking Statements.” All

statements other than statements of historical fact are “Forward-Looking Statements” including but not limited to,

statements regarding our expectations about development and commercialization of our technology, any projections of revenues or

statements regarding our anticipated revenues or other financial items, any statements of the plans and objectives of management for

future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions

or performance, and any statements of assumptions underlying any of the foregoing.

All Forward-Looking Statements included in this

Quarterly Report are made as of the date hereof and are based on information available to us as of such date.

obligation to update any Forward-Looking Statement.

In some cases, Forward-Looking Statements can be identified by the use of

terminology such as “may,” “will,” “expects,” “plans,” “anticipates,”

“intends,” “believes,” “estimates,” “potential,” or “continue,” or the

negative thereof or other comparable terminology.

Although we believe that the expectations reflected in the Forward-Looking

Statements contained herein are reasonable, there can be no assurance that such expectations or any of the Forward-Looking

Statements will prove to be correct, and actual results could differ materially from those projected or assumed in the

Forward-Looking Statements.

Future financial condition and results of operations, as well as any Forward-Looking Statements are

subject to inherent risks and uncertainties, including factors referred to in our press releases and reports filed with the

Securities and Exchange Commission (the “SEC”).

All subsequent Forward-Looking Statements attributable to the Company or

persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

Additional factors that may

have a direct bearing on our operating results are described under the caption “Risk Factors” in our Annual Report on

Form 10-K for the year ended February 28, 2025 and elsewhere in this Quarterly Report.

Corporation Information

Sigma Additive Solutions, Inc.

the legal acquiror of NextTrip, was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to

Framewaves Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-looking

Quarterly Report on Form 10-Q for the quarter ended August 31, 2025 (this “Quarterly Report”) contains “Forward-Looking

Statements.” All statements other than statements of historical fact are “Forward-Looking Statements” including but

not limited to, statements regarding our expectations about development and commercialization of our technology, any projections of revenues

or statements regarding our anticipated revenues or other financial items, any statements of the plans and objectives of management for

future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or

performance, and any statements of assumptions underlying any of the foregoing.

All Forward-Looking Statements included in this Quarterly

Report are made as of the date hereof and are based on information available to us as of such date.

We assume no obligation to update

any Forward-Looking Statement.

In some cases, Forward-Looking Statements can be identified by the use of terminology such as “may,”

“will,” “expects,” “plans,” “anticipates,” “intends,” “believes,”

“estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology.

Although we believe that the expectations reflected in the Forward-Looking Statements contained herein are reasonable, there can be no

assurance that such expectations or any of the Forward-Looking Statements will prove to be correct, and actual results could differ materially

from those projected or assumed in the Forward-Looking Statements.

Future financial condition and results of operations, as well as any

Forward-Looking Statements are subject to inherent risks and uncertainties, including factors referred to in our press releases and reports

filed with the Securities and Exchange Commission (the “SEC”).

All subsequent Forward-Looking Statements attributable to

the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

Additional factors

that may have a direct bearing on our operating results are described under the caption “Risk Factors” in our Annual Report

on Form 10-K for the year ended February 28, 2025 and elsewhere in this Quarterly Report.

Additive Solutions, Inc.

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

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

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

On May 17, 2022, Sigma Labs, Inc.

business as Sigma Additive Solutions, and on August 9, 2022, changed its name to Sigma Additive Solutions, Inc.

On March 11, 2024, Sigma filed a Certificate of

Amendment to its Amended and Restated Articles of Incorporation, as amended to date, 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.

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 to date, 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.”

Our principal executive offices are located at

3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our telephone number is (954) 526-9688.

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

Our website address is www.nexttrip.com .

The Company’s annual reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant

to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other information related

to the Company, are available, free of charge, on our website.

The Company’s website and the information contained therein, or connected

thereto, are not and are not intended to be incorporated into this Quarterly Report.

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.

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.

Reverse Acquisition

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

entered into a Share Exchange Agreement (the “Exchange Agreement”) with NextTrip Holdings, Inc.

NextTrip Group, LLC (“NTG”), and William Kerby (the “NTH Representative”), pursuant to which the Company acquired

NTH (the “NextTrip Acquisition”) in exchange for shares of our common stock, which we refer to as the Exchange Shares.

NextTrip Acquisition was consummated on December 29, 2023.

As a result, NTH became a wholly owned subsidiary of the Company.

Upon the closing of the NextTrip Acquisition,

the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number of Exchange Shares equal to 19.99%, or 156,007

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

Under the Exchange Agreement, the

NTG Sellers were entitled to receive additional shares of our common stock, referred to as the Contingent Shares, subject to NTH’s

achievement of future business milestones (the “Milestone Events”) specified in the Exchange Agreement as follows:

Milestone Event

Contingent Shares

Status as of the date of this Prospectus

Launch of NTH’s leisure travel booking platform by either (i) achieving $1,000,000 in cumulative sales under its historical “phase 1” business, or (ii) commencement of its marketing program under its enhanced “phase 2” business.

As of a date six months after the closing date

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

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

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

The Company’s

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

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 (the “Exchange Agreement”) with

NextTrip Holdings, Inc.

(“NTH”), NextTrip Group, LLC (“NTG”), and William Kerby (the “NTH Representative”),

pursuant to which the Company acquired NTH (the “NextTrip Acquisition”) in exchange for shares of our common stock, which

we refer to as the Exchange Shares.

The NextTrip Acquisition was consummated on December 29, 2023.

As a result, NTH became a wholly-owned

subsidiary of the Company.

the closing of the NextTrip Acquisition, the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number

of Exchange Shares equal to 19.99%, or 156,007 shares, of our issued and outstanding shares of common stock immediately prior to the

Under the Exchange Agreement, the NTG Sellers were entitled to receive additional shares of our common stock, referred to as

the Contingent Shares, subject to NTH’s achievement of future business milestones (the “Milestone Events”) specified

in the Exchange Agreement as follows:

as of the date of this Report

of NTH’s leisure travel booking platform by either (i) achieving $1,000,000 in cumulative sales under its historical “phase

1” business, or (ii) commencement of its marketing program under its enhanced “phase 2” business.

of a date six months after the closing date

Contingent Shares

Marketing program under “phase 2” has commenced.

Launch of NTH’s group travel booking platform and signing of at least five (5) entities to use the Groups Platform.

As of a date nine months from the closing date (or earlier date six months after the closing date)

of NTH’s group travel booking platform and signing of at least five (5) entities to use the Groups Platform.

of a date nine months from the closing date (or earlier date six months after the closing date)

Contingent Shares

Five groups have been contracted to use the Groups Platform.

Launch of NTH’s Travel Agent Platform and signing up of at least 100 travel agents to the platform (which calculation includes individual agents of an agency that signs up on behalf of multiple agents).

As of a date 12 months from the closing date (or earlier date six months after the closing date)

of NTH’s Travel Agent Platform and signing up of at least 100 travel agents to the platform (which calculation includes individual

agents of an agency that signs up on behalf of multiple agents).

of a date 12 months from the closing date (or earlier date six months after the closing date)

Contingent Shares

The company has signed up more than 175 travel agents to its Travel Agent Platform.

Commercial launch of PayDlay technology in the NXT2.0 system.

As of a date 15 months after the closing date (or earlier date six months after the closing date)

launch of PayDlay technology in the NXT2.0 system.

of a date 15 months after the closing date (or earlier date six months after the closing date)

Contingent Shares, less the Exchange Shares issued at the closing of the Acquisition

PayDlay has been commercially launched.

Alternatively, independent of the aforementioned

milestones, for each month during the fifteen month period following the closing date in which $1,000,000 or more in gross travel bookings

were generated by the combined company, to the extent not previously issued, the Contingent Shares would be issuable up to the maximum

Contingent Shares issuable under the Exchange Agreement.

The Contingent Shares, together with the shares

of our common stock issued at the closing, was not to exceed 6,000,000 shares of our

common stock, or approximately 90.2% of our issued and outstanding shares of common stock immediately prior to closing.

Contingent Shares, together with the shares of our common stock issued at the closing, was not to exceed 6,000,000 shares of our common

stock, or approximately 90.2% of our issued and outstanding shares of common stock immediately prior to closing.

Exchange Agreement provided that William Kerby, the Chief Executive Officer and co-founder of NTH, was appointed as Chief Executive Officer

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Pursuant to Nasdaq

Listing Rule 5110(a), the Company was required to submit an initial listing application with Nasdaq and to obtain Nasdaq ap proval

of the initial listing application prior to the issuance of the Contingent Shares;

failure to obtain such approval in advance of the

Contingent Share issuance would have resulted in Nasdaq issuing the Company a delisting determination and commencing delisting proceedings

with respect to its common stock.

Pursuant to Section 2.3(b)(vi) of the Exchange

Agreement, whether a Milestone Event is met and the Contingent Shares are issuable under Section 2.3 is to be determined by the Company

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

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

If Contingent Shares are determined to be issuable under this Section,

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

As of December 9, 2024, no Contingent Shares had

been issued despite neither party disputing that, at such time, three of the four milestones had been met.

This was a result of delays with the

Company’s Form S-1 registration statement and the Company’s pending initial listing application with Nasdaq (the “Regulatory

Delays”) pursuant to Nasdaq Listing Rule 5110(a).

NTH had not sent formal notice to the Company at such time but expressed an intent

to do so in the near future.

As a result, on December 9, 2024, the

Company and NTH entered into that certain Forbearance Agreement, whereby NTH agreed to forbear from issuing the Milestone Payment

Determination Date notice until January 31, 2025 or earlier in the event of a default (the “Forbearance Expiration

Date”) in exchange for an agreement by the Company that, if such Nasdaq initial listing application is not approved by such

date that, (i) all earned Contingent Shares will be issued withing five (5) business days of the Forbearance Expiration Date and

(ii) all such Board Appointment Rights will be exercised and the director designees will be approved within five (5) business days

of the Forbearance Expiration Date.

On January 31, 2025, the Nasdaq initial listing application was not yet approved and the parties

entered into Amendment No.

1 to Forbearance Agreement to extend the Forbearance Expiration Date to March 31, 2025.

On March 25, 2025, the Company received a letter

from Nasdaq notifying the Company that it had approved the Company’s initial listing application in connection with the issuance

of the Contingent Shares.

On March 26, 2025, the Company issued the NTG Sellers an aggregate of 4,393,993 of the Contingent Shares in

satisfaction of the Company’s obligations under the Exchange Agreement.

As a result of Nasdaq’s approval of our initial

listing application, the issuance of the Contingent Shares was completed in compliance with Nasdaq Listing Rule 5110(a) and the Company’s

shares of common stock continue to trade on the Nasdaq Capital Market under the symbol “NTRP.”

On May 5, 2025, as a result of the achievement

of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were issue d to the

Listing Rule 5110(a), the Company was required to submit an initial listing application with Nasdaq and to obtain Nasdaq approval of

the initial listing application prior to the issuance of the Contingent Shares.

March 25, 2025, the Company received a letter from Nasdaq notifying the Company that it had approved the Company’s initial listing

application in connection with the issuance of the Contingent Shares.

On March 26, 2025, the Company issued the NTG Sellers an aggregate

of 4,393,993 of the Contingent Shares in satisfaction of the Company’s obligations under the Exchange Agreement.

As a result of

Nasdaq’s approval of our initial listing application, the issuance of the Contingent Shares was completed in compliance with Nasdaq

Listing Rule 5110(a) and the Company’s shares of common stock continue to trade on the Nasdaq Capital Market under the symbol “NTRP.”

May 5, 2025, as a result of the achievement of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were

issued to the NTG Sellers.

No additional shares are issuable pursuant to the Exchange Agreement as of the date of this Quarterly Report.

In July 2025, Mr.

Kerby, in his capacity as the NTH Representative, informed the Company of his election to exercise the Board Appointment Rights

pursuant to the Exchange Agreement and designated Stephen Kircher, Jimmy Byrd, Carmen Diges and David Jiang (collectively, the “NTH

Appointees”) as the individuals to replace the continuing legacy Sigma directors.

On July 14, 2025, the Company’s Board of

Directors appointed the NTH Appointees as directors of the Company, in each case effective July 28, 2025, at which time Salvatore

Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers will resign as directors of the Company.

Stephen Kircher shall serve as a Class I director, with his initial term

expiring at the Company’s 2028 Annual Meeting of Stockholders;

Jimmy Byrd shall serve as a Class II director, with his initial term

expiring at the Company’s 2026 Annual Meeting of Stockholders;

July 2025, Mr.

Kerby, in his capacity as the NTH Representative, informed the Company of his election to exercise the Board Appointment

Rights pursuant to the Exchange Agreement and designated Stephen Kircher, Jimmy Byrd, Carmen Diges and David Jiang (collectively, the

“NTH Appointees”) as the individuals to replace the continuing legacy Sigma directors.

On July 14, 2025, the Company’s

Board of Directors appointed the NTH Appointees as directors of the Company, in each case effective July 28, 2025, at which time Salvatore

Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company.

Stephen Kircher shall serve as a Class

I director, with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders;

Jimmy Byrd shall serve as a Class

II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders;

Diges and Mr.

Jiang shall each serve as a Class III director,

with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders.

Each of NTH Appointees will serve as a director

for the balance of their respective initial terms, and until his or her successor is elected and qualified, subject to his or her earlier

death, resignation or removal.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions

that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements.

Critical accounting policies

are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that

are inherently uncertain.

By their nature, changes in these assumptions and estimates could significantly affect our financial position

or results of operations.

Significant accounting estimates that may materially change in the near future are revenue recognition, impairment

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

and inventory obsolescence.

Such critical accounting policies, including the assumptions and judgments underlying them, are disclosed

in Note 1 of the Notes to Financial Statements included in this Quarterly Report.

However, we do not believe that there are any alternative

methods of accounting for our operations that would have a material effect on our financial statements.

The critical accounting policies and estimates

addressed below reflect our most significant judgements and estimates used in the preparation of our financial statements.

Revenue Recognition – The Company

recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations

in the contracts, determining transactions price, allocating transaction price to the performance obligation and recognizing revenue when

the performance obligation is satisfied.

The Company recognizes revenue when the customer

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

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

Revenue for customer travel

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

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

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 fulling the promise to provide such travel product.

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

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

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).

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.

For investments in non-public entities where fair

value is not determinable, the Company does not adjust the carrying value for changes in fair value, except for impairment losses.

fair value of these investments is disclosed when it is practicable to determine.

Promissory Note Receivable

Pursuant to the terms of the Promissory Note

(the “NextPlay Note”) between NTH and NextPlay Technologies, Inc.

(“NextPlay”), the NextPlay Note was due and payable in full on the earlier of

September 1, 2023 or the date the Company completed a financing of $10 million or more.

No payments have been made by NextPlay, and

as such NextPlay is in default under the terms of the NextPlay Note.

On January 27, 2025, as creditors of NextPlay,

Monaco, the Company’s Chairman, William Kerby, the Company’s Chief Executive Officer, and Ian Sharpe, the Chief

Operating Officer of the Company’s Media division, filed a petition to force NextPlay into involuntary bankruptcy as a result of

The proceedings are ongoing and the outcome at this time is uncertain and cannot be predicted.

As a result, management has

determined that the collectability of the NextPlay Note is uncertain and has therefore established an allowance for doubtful accounts

for the entire balance of $2,567,665.

Business Overview

NextTrip is an early-stage,

technology-driven travel company developing an integrated travel booking and media platform designed to connect leisure, group and

business travelers to the world.

Our travel booking platform is powered by our proprietary NXT2.0 booking engine, which offers

extensive inventory, supporting both travelers and distributors with a platform for curating personalized experiences and efficient

trip planning and booking.

each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders.

of NTH Appointees will serve as a director for the balance of their respective initial terms, and until his or her successor is elected

and qualified, subject to his or her earlier death, resignation or removal.

Accounting Policies and Estimates

preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”)

requires management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying

financial statements.

Critical accounting policies are those that require the most subjective and complex judgments, often employing

the use of estimates about the effect of matters that are inherently uncertain.

By their nature, changes in these assumptions and estimates

could significantly affect our financial position or results of operations.

Significant accounting estimates that may materially change

in the near future are revenue recognition, impairment of long-lived assets, values of stock compensation awards and stock equivalents

granted as offering costs, and allowance for bad debts and inventory obsolescence.

Such critical accounting policies, including the assumptions

and judgments underlying them, are disclosed in Note 1 of the Notes to Financial Statements included in this Quarterly Report.

we do not believe that there are any alternative methods of accounting for our operations that would have a material effect on our financial

critical accounting policies and estimates addressed below reflect our most significant judgements and estimates used in the preparation

of our financial statements.

Recognition – The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers,

identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance

obligation and recognizing revenue when the performance obligation is satisfied.

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

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

is reasonably assured.

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

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

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

destinations throughout the world.

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

limited to, the following:

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

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

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

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

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

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.

investments in non-public entities where fair value is not determinable, the Company does not adjust the carrying value for changes in

fair value, except for impairment losses.

The fair value of these investments is disclosed when it is practicable to determine.

Note Receivable

to the terms of the Promissory Note (the “NextPlay Note”) between NTH and NextPlay Technologies, Inc.

(“NextPlay”),

the NextPlay Note was due and payable in full on the earlier of September 1, 2023 or the date the Company completed a financing of $10

million or more.

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

January 27, 2025, as creditors of NextPlay, Donald P.

Monaco, the Company’s Chairman, William Kerby, the Company’s Chief

Executive Officer, and Ian Sharpe, the Chief Operating Officer of the Company’s Media division, filed a petition to force NextPlay

into involuntary bankruptcy as a result of unpaid fees.

The proceedings are ongoing and the outcome at this time is uncertain and cannot

be predicted.

As a result, management has determined that the collectability of the NextPlay Note is uncertain and has therefore established

an allowance for credit losses for the entire balance of $2,567,665.

Value Measurements

measure certain financial instruments at fair value, which requires management to make estimates and assumptions.

For most items such

as cash, receivables, and payables, fair value is straightforward because of their short-term nature.

However, two obligations we assumed

in connection with our acquisition of TA Pipeline LLC involve more judgment and could have a meaningful effect on our results.

Option – The restricted shares issued in the acquisition give the sellers the right, under certain conditions, to require us

to either repurchase the shares, issue additional shares, or make a cash payment if our stock trades below a set price.

this obligation as a liability, and its value changes with movements in our stock price and related assumptions.

Milestone Payment – We also agreed to make an additional payment to the sellers based on TA Pipeline revenue during the first

year after closing.

This payment, which will be made in both cash and stock, is also recorded as a liability and depends on our projections

for TA Pipeline’s performance.

the fair value of these obligations depends on factors outside of our control, such as our stock price and TA Pipeline’s revenues,

the amounts we record may change from period to period.

For example, a change in our assumed stock price volatility could change the

value of the Put Option liability, while a similar change in projected revenues could affect the Milestone Payment liability.

Based Compensation

grant stock options, restricted stock, and other equity-based awards to employees, executives, directors, and consultants.

The fair value

of these awards is measured on the grant date and recognized as compensation expense over the vesting period.

the fair value of stock options requires the use of valuation models, such as the Black-Scholes model, which involve assumptions about

stock price volatility, expected term of the option, risk-free interest rates, and dividend yields.

These assumptions are based on historical

data and market conditions but involve judgment about future trends.

changes in these assumptions can significantly affect the estimated fair value, our stock-based compensation expense could vary materially

from period to period.

For instance, higher assumed volatility or longer expected option lives generally increase the fair value of options,

leading to higher compensation expense.

and Intangible Assets

record goodwill and intangible assets in connection with business acquisitions.

Goodwill represents the excess of the purchase price

over the fair value of the net assets acquired.

Intangible assets primarily include trade names, customer and supplier relationships,

and technology.

review goodwill and indefinite-lived intangible assets for impairment at least annually, or more frequently if events or changes in circumstances

indicate that the carrying value may not be recoverable.

This process requires management to make assumptions and estimates which involve

significant judgment.

Changes in assumptions could materially affect whether an impairment is recognized and the amount of any impairment

is an early-stage, technology-driven travel company developing an integrated travel booking and media platform designed to connect

leisure, group and business travelers to the world.

Our travel booking platform is powered by our proprietary NXT2.0 booking engine,

which offers extensive inventory, supporting both travelers and distributors with a platform for curating personalized experiences

and efficient trip planning and booking.

We market our travel services through several core brands including NextTrip Vacations

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booking option.

Complementing our booking engine are our media properties, including Journy.tv, Compass.tv and Travel Magazine,

which provide destination content that we believe will drive high-intention traffic into our booking funnel and, over time,

constitute a separate high-margin advertising revenue stream.

By integrating our media properties with our travel

booking platform, our ambition is to build a next-generation travel solution for consumers, allowing them to better research and explore

desired travel destinations.

To accomplish this, we will be using content from ours and others’ media platforms featuring travel

videos, blogs and articles along with access to curated travel products from our strategic partnerships, all supported by our technology

and call center agents.

Upon full integration of our travel and media platforms, we believe our offers will both inspire and empower consumers

to make informed choices when booking.

This contrasts with the existing online travel agency (“OTA”) model that focuses on

volume bookings with little to no service support.

NXT2.0 – Our Integrated Travel Booking

At the core of our business is our proprietary,

direct-to-consumer NXT2.0 travel booking engine, which has been continually enhanced and developed through a series of acquisitions of

a variety of media and travel assets.

NXT2.0 powers several websites, including our main leisure site, nexttrip.com, and fivestaralliance.com,

our widgets for The Groups and Travel Agent Platforms, as well as providing travel booking solutions for our media hubs, Journy.tv, travelmagazine.com

and Compass.tv.

We serve both leisure and business travelers by offering them access to travel blogs, videos and concierge assistance

to aid in planning travel, coupled with our proprietary booking platform for the direct purchase of flights, hotels, vacation homes, cruise,

tours, and other travel products.

Our content includes destination guides, maps and travel tips, designed to help travelers plan memorable

trips and book those trips on our travel platform.

Travel Products and Services

As with many OTAs or booking engines in the

travel industry, a travel booking platform is the technological foundation of our business.

Our travel-product strategy relies on

the NXT2.0 booking engine, whose commercial viability depends on a mix of higher-margin direct contracts and lower-margin,

third-party application program interface (“API”) inventory which broadens the platform’s reach.

Our principal objective is to negotiate fixed-base-pricing agreements that confer pricing control and margin

optimization;

these contracts permit us to deploy competitively priced promotions while preserving profitability.

initiatives have concentrated on hotel and vacation suppliers, including the April 3, 2025 agreement under which NextTrip became the

exclusive booking engine for Intimate Hotels of Barbados, a consortium of more than 35 independent properties.

This flexibility affords us the opportunity to

run specials on travel offerings that are highly competitive, but we will require additional funding to support comprehensive marketing

and awareness campaigns to attract new customers.

Until this happens, we are working to target customers with low dollar marketing campaigns

in the leisure travel space, as well as pursuing strategic partnerships and specialized travel offerings (e.g.

Groups Platform), while

maintaining competitiveness within our marketplace through adjustment of pricing.

To supplement and scale our proprietary

content, we have layered in third-party inventory through API integrations, thereby furnishing users with comprehensive, one-stop

access to more than four million hotels, vacation rentals, cruises, and activity products worldwide.

This phase commenced with the

acquisition of BookIt.com and associated access to Expedia’s global hotel database and has since expanded to encompass

strategic alliances with Nuitée, Global Distribution Systems, Signature Vacations, and other third-party suppliers.

Company has also strengthened its luxury and cruise offerings through the acquisition of Five Star Alliance, whose curated portfolio

of over 5,000 five-star properties and 400,000 monthly site visitors, resulting in an industry coveted 4.9-star Trustpilot rating,

helps enhance NextTrip’s technology-driven platform.

Collectively, these integrations are intended to provide the inventory

depth necessary to activate NextTrip’s specialty features, facilitate cross-selling, and establish a scalable foundation for

future direct-contract growth.

See “ Recent Developments – Acquisition of Five Star Alliance ” for more

details on the transaction.

Our offerings include a mixture of

direct contracts and third-party API content which span leisure and business travel, alternative lodging, wellness travel, and media solutions,

engaging customers throughout their travel journey with both individual and packaged options.

Such product offering highlights include:

NextTrip Leisure – A robust booking engine providing customized vacation packages, flights, hotels, tours, wellness vacations, cruise and group travel options.

NextTrip Luxury & Business – Five Star Alliance provides access to over 5,000 luxury hotel properties worldwide featuring booking, expense reporting, concierge services, and 24/7 support.

NextTrip Cruises – a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners.

Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and expert travel support.

NextTrip Solutions – A suite for product management and white-label solutions, including property management, vacation rentals, and a portal to support travel agents – the Travel Agent Platform.

NextTrip Media – Travel Magazine, Journy.tv and Compass.tv offering travelers inspiration and information through articles, videos, and immersive digital experiences.

Complementing our booking engine are our media properties, including Journy.tv and Travel Magazine, which provide

destination content that we believe will drive high-intention traffic into our booking funnel and, over time, constitute a separate

high-margin advertising revenue stream.

As part of streamlining our media assets, we merged Compass.tv into Journy.tv in July 2025

to create a unified offering of both FAST (Free Ad-Supported Streaming Television) and VOD (Video on Demand) assets.

integrating our media properties with our travel booking platform, our objective is to build a next-generation travel solution for

consumers, allowing them to better research and explore desired travel destinations.

To accomplish this, we have and will be using

content from ours and others’ media platforms featuring travel videos, blogs and articles along with access to curated travel

products from our strategic partnerships, all supported by our technology and call center agents.

Upon full integration of our

travel and media platforms, we believe our offers will both inspire and empower consumers to make informed choices when booking.

This contrasts with the existing online travel agency (“OTA”) model that focuses on volume bookings with little to no

service support.

Scale and Going Concern

are in the earliest stages of commercial operations.

to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about

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

independent public accounting firm filed with our Annual Report on Form 10-K for our the fiscal year ended February 28, 2025 contains

a going concern qualification.

expect to continue to incur net losses and negative cash flows from operations for the foreseeable future as we invest in technology

enhancements, supplier relationships, and marketing initiatives.

Throughout this report, whenever we discuss our operational achievements,

ecosystem, or growth plans, you should consider that we presently have nominal revenues, limited operating history, minimal brand awareness,

and will require significant additional capital to execute our business model.

– Our Integrated Travel Booking Platform

the core of our business is our proprietary, direct-to-consumer NXT2.0 travel booking engine, which has been continually enhanced and

developed through a series of acquisitions of a variety of media and travel assets.

NXT2.0 powers several websites, including our main

leisure site, nexttrip.com, and fivestaralliance.com, our widgets for The Groups and Travel Agent Platforms, as well as providing travel

booking solutions for our media hubs, Journy.tv and travelmagazine.com.

We serve both leisure and business travelers by offering them

access to travel blogs, videos and concierge assistance to aid in planning travel, coupled with our proprietary booking platform for

the direct purchase of flights, hotels, vacation homes, cruise, tours, and other travel products.

Our content includes destination guides,

maps and travel tips, designed to help travelers plan memorable trips and book those trips on our travel platform.

Products and Services

with many OTAs or booking engines in the travel industry, a travel booking platform is the technological foundation of our business.

Our travel-product strategy relies on the NXT2.0 booking engine, whose commercial viability depends on a mix of higher-margin direct

contracts and lower-margin, third-party application program interface (“API”) inventory which broadens the platform’s

Our principal objective is to negotiate fixed-base-pricing agreements that confer pricing control and margin optimization;

contracts permit us to deploy competitively priced promotions while preserving profitability.

Early initiatives have concentrated on

hotel and vacation suppliers, including the April 3, 2025 agreement under which NextTrip became the exclusive booking engine for Intimate

Hotels of Barbados, a consortium of more than 35 independent properties.

flexibility affords us the opportunity to run specials on travel offerings that are highly competitive, but we will require additional

funding to support comprehensive marketing and awareness campaigns to attract new customers.

Until this happens, we are working to target

customers with low dollar marketing campaigns in the leisure travel space, as well as pursuing strategic partnerships and specialized

travel offerings (e.g.

Groups Platform), while maintaining competitiveness within our marketplace through adjustment of pricing.

supplement and scale our proprietary content, we have layered in third-party inventory through API integrations, thereby furnishing users

with comprehensive, one-stop access to more than four million hotels, vacation rentals, cruises, and activity products worldwide.

phase commenced with the acquisition of BookIt.com and associated access to Expedia’s global hotel database and has since expanded

to encompass strategic alliances with Nuitée, Global Distribution Systems, Signature Vacations, and other third-party suppliers.

The Company has also strengthened its luxury and cruise offerings through the acquisition of Five Star Alliance, whose curated portfolio

of over 5,000 five-star properties and 400,000 monthly site visitors, resulting in an industry coveted 4.9-star Trustpilot rating, helps

enhance NextTrip’s technology-driven platform.

Collectively, these integrations are intended to provide the inventory depth necessary

to activate NextTrip’s specialty features, facilitate cross-selling, and establish a scalable foundation for future direct-contract

See “ Recent Developments – Acquisition of Five Star Alliance ” for more details on the transaction.

acquisition of TA Pipeline in August 2025 represents a significant milestone in NextTrip’s expansion of its Groups and MICE (Meetings,

Incentives, Conferences, Exhibitions) vertical, an area with strong growth potential and margin contribution.

TA Pipeline has established

itself as a premier group-travel agency platform with deep expertise in delivering end-to-end solutions for conferences, conventions,

weddings, and affinity groups, often servicing groups ranging from 50 to 5,000 travelers.

Its strong relationships with suppliers, planners,

and affinity partners align seamlessly with NextTrip’s vertically integrated “content-to-commerce” ecosystem, providing:

Customer Base :

The acquisition expands NextTrip’s reach into large group travel organizers, a segment characterized

by high transaction values and repeat business.

& Synergies :

By integrating TA Pipeline’s customer pipeline into NextTrip’s proprietary NXT2.0 booking

technology, PayDlay financing tool, and concierge services, the Company is positioned to enhance conversion rates and drive incremental

travel bookings.

TA’s group and event-based customers will be supported by NextTrip’s media brands (JOURNY.tv, and

Travel Magazine 2.0), creating new marketing opportunities and accelerating NextTrip’s dual revenue model of advertising and

travel bookings.

TA Acquisition exemplifies the Company’s “buy-and-build” strategy of acquiring complementary assets that are accretive

to revenues and synergistic with NextTrip’s broader vision of redefining how consumers and organizations discover, plan, and book

See “ Recent Developments – Acquisition of TA Pipeline ” for more details on the transaction.

offerings include a mixture of direct contracts and third-party API content which span leisure and business travel, alternative lodging,

wellness travel, and media solutions, engaging customers throughout their travel journey with both individual and packaged options.

product offering highlights include:

Leisure – A robust booking engine providing customized vacation packages, flights, hotels, tours, wellness vacations, cruise

and group travel options.

Luxury & Business – Five Star Alliance provides access to over 5,000 luxury hotel properties worldwide featuring booking,

expense reporting, concierge services, and 24/7 support.

Cruises – a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners.

benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and expert

travel support.

Solutions – A suite for product management and white-label solutions, including property management, vacation rentals,

and a portal to support travel agents – the Travel Agent Platform.

Media – Travel Magazine and Journy.tv, offering travelers inspiration and information through articles, videos, and immersive

digital experiences.

This will include personalized travel content for users to explore and share with friends and family.

NXT2.0 Platform Features

Our NXT2.0 travel booking platform at nexttrip.com

offers tools for browsing and comparing flights, hotels, tours, cruises and activities.

Additionally, we allow travelers to defer payments

on select vacation packages with our proprietary PayDlay program.

PayDlay allows travelers to purchase travel with a small deposit and

make subsequent payments between purchase and the week before travel.

Registered NextTrip travelers can manage bookings, receive updates

on special offers, and subscribe to newsletters with travel tips and destination highlights.

Security is a priority, with rigorous content

screening and Payment Card Industry compliance to safeguard customer information.

The platform further distinguishes itself through exclusive

supplier partnerships that yield preferential rates, targeted promotions, and inventory advantages, while its robust architecture supports

complex group bookings—covering conferences, conventions, and destination weddings via a specialized Groups Platform—and equips

over 150 beta-testing professionals with a Travel Agent Platform that streamlines multi-passenger reservations.

As we execute our business model by increasing our inventory base and expanding

key partnerships, we plan to launch a series of additional features designed to benefit its users.

We intend to further integrate our

media features with our booking system, bringing together travel content and itinerary management in one interface.

The “My Journy”

personalized travel-planning magazine is intended to provide editorial features, destination information, and user-specific offers based

on analysis of past searches and bookings.

By including this content in the booking process, NXT2.0 aims to turn browsing into bookings

more efficiently and give suppliers better opportunities to promote their products.

We also plan to introduce a multi-level Rewards program

that gives benefits for repeat bookings, using different channels, and social interactions within the platform.

A planned group chat and

sharing feature will let families, friends, and corporate groups work together on itinerary changes in real time.

These developmental

features are designed to encourage customer loyalty and keep users engaged with NXT2.0.

An AI-powered travel assistant is in development

which is intended to provide recommendations, price alerts and support, offering services usually found in premium travel agencies in

a digital format.

Following the initial launch of the Travel Agent Platform, we are continuing development of new tools for travel agents.

With new product options like cruises, wellness retreats, and extra experiences, NXT2.0 aims to attract more leisure and business travelers.

These updates are intended to boost user engagement, speed up bookings, and increase customer value, while giving NextTrip a competitive

edge through technology and personalized data.

NextTrip Integrated Media Solutions

In addition to the key features, robust inventory,

and focus on underserved market opportunities like groups and travel agent bookings, a key differentiator benefiting the growth and development

of our NXT2.0 booking engine is our media strategy which, when fully integrated with NXT2.0, is intended to offer a comprehensive travel

and media ecosystem designed to guide and support consumers throughout their travel experience from inspiration to booking, to travel

to sharing the journey on social media.

We leverage our media brands—TravelMagazine.com,

Compass.tv, and Journy.tv—as strategic tools to generate travel bookings by integrating content, marketing, and booking technology

as well as to generate advertising revenues for third-party content.

The strategy includes generating content marketing and inspiration,

integrating booking opportunities into that content and generating feedback from such advertising data to better target and identify travel

interests and intent, which is intended to lead to growing brand trust and authority and future partnerships and opportunities for sponsored

advertising content.

By combining engaging travel content with seamless

booking technology and targeted marketing, our media brands serve as both inspiration engines and direct booking channels.

This holistic approach helps capture travelers at every stage of the decision-making process, ultimately driving more bookings through

the NXT2.0 platform and independent advertising revenue.

Key media brands and partnership include:

Travel Magazine – TravelMagazine.com is our media hub.

It is an online travel publication that provides articles, guides, tips, and inspiration for travelers.

Coming soon is “My Bucket List,” a platform where travelers can create and share personalized travel lists, supported by booking features and local insights.

Compass.tv and Journy.tv – Compass.tv was launched in Fall 2024, as an AVOD (Advertising-based Video on Demand) platform designed to provide streaming television content, often focusing on live and on-demand programming.

Compass.tv offers over 1,200 hours of travel content including key travel influencers with millions of followers.

In April 2025, we acquired Journy.tv, a Free Ad-Supported Streaming TV (“FAST”) Channel that specializes in travel, adventure, and culture-focused content.

Promethean – Promethean is our proprietary interactive video overlay platform which is intended to drive ad revenue and facilitate content-to-commerce integration.

Leap Media – In December 2024, we announced our collaboration with Leap Media Group, a respected leader with over 35 years in TV advertising, media planning and buying, to support the launch of advertising on Compass.tv by delivering branded entertainment content and advertising seamlessly across its platform.

Blue Fysh – In February 2025, the Company and Blue Fysh Holdings Inc.

(“Blue Fysh”) entered into a share exchange agreement creating minority ownership positions between the entities, as part of their mutual efforts to work together to expand each company’s business opportunities.

See “ Recent Developments – Blue Fysh Share Exchange ” for more details on the transaction.

The strategic partnership between NextTrip and

Blue Fysh is intended to focus on:

Expanded audience reach integrating NextTrip’s FAST Channel (Compass.tv), media platform (TravelMagazine.com), and travel products platform (NextTrip.com) with Blue Fysh’s expertise in digital OOH solutions throughout North America;

Increased advertising revenue by leveraging their combined media assets, to enhance their ability to broaden reach, deployment, and higher expected advertising fees, providing greater value to advertisers and stakeholders;

Enhanced sales efforts with NextTrip utilizing Blue Fysh’s strategic sales relationships to contribute advertising sales across NextTrip’s media platforms;

Increased Brand Awareness as a result of Blue Fysh’s media relationships and digital displays to help create flash marketing campaigns to raise awareness of NextTrip and highlight NextTrip’s travel products and services as well as its media properties, Compass.tv, Journy.tv and Travel Magazine.

Revenue Strategy and Development of an Integrated

Travel and Media Ecosystem

Our revenue strategy and business model focuses on integrating our Media

and Travel divisions, offering users a comprehensive ecosystem designed to guide and support them throughout the travel experience.

we generate revenue through two core methods:

travel bookings and advertising revenue.

Travel Bookings and Related Service s

NextTrip, like many OTAs and travel platforms,

can generate revenue through a variety of channels.

The specific mix depends on the continued development of our platform, execution of

our business model, partnerships, and the types of services we offer at any given time.

Product sales are generally structured either:

(1) as a set commission

on the sale of a travel product whereby the supplier or wholesaler controls the pricing (as is the case with the majority of Five Star

Alliance products), or (2) through a direct, negotiated contract between product supplier and the Company (as is the case with the majority

of our products) which allows us to set our own retail pricing based upon market forces and a need to maintain a markup above its fixed

Commission-based travel products are generally lower margin than directly negotiated travel products.

The flexibility of directly negotiated contracts

affords us the opportunity to both run specials that are highly competitive but result in low margins, or to simply adjust pricing

to maintain competitiveness within its market.

Key factors that affect revenues and profitability include competitive market pressures

from other travel suppliers and distributors, variable contract terms, marketing budget to create awareness, and seasonality.

Leisure travel bookings currently generate the

majority of our nominal revenues.

This includes the sale of travel products such as airline tickets, hotel rooms, and cruises as well

as travel services such as travel insurance and ground activities.

While we believe this revenue can be accelerated with an enhanced marketing

budget, management has largely focused on supplements to its travel offerings by including travel technology products such as our Travel

Agent and Groups Platforms.

Additionally, offering concierge-level customer

support, trip planning assistance or other premium features can provide peace of mind and added convenience and may result in premium

service fees added to the cost of booking, which represents direct revenue for us.

We are building our own media and advertising ecosystem through Travel

Magazine, Journy.tv and Compass.tv.

These media platforms are designed to allow users to explore and educate themselves on travel.

revenue strategy in the media division is two-pronged:

(1) as the number of viewers/users grows, it drives the advertising rates we can

charge third-parties to promote travel products and services to our audience and (2) outside of the direct advertising dollars generated

from our media platforms which are expected to become a key driver of higher margin revenue than those earned from travel product sales, as the audience grows it will provide additional opportunities for us to promote ours own travel offerings to highly targeted viewers,

thus lessening the need for spending significant marketing dollars through other mediums to attract consumers.

To drive this initiative, we have entered

into partnerships with Travel Spike and Leap Media Group, respected leaders in the travel category with decades of experience in TV advertising,

media planning and buying.

Compass.tv is now equipped to deliver branded entertainment content and advertising seamlessly across its platform,

supported by targeted media strategy designed to optimize revenue well delivering high quality content to travel enthusiasts.

Development of Integrated Revenue Model –

Strategy and Current Status

As we are still in the developmental phase of our commercial operations

and have thus far realized only nominal revenues, the successful execution of our business strategy is predicated upon our capacity to

broaden and deepen our supplier base, cultivate and maintain a robust customer network, and obtain adequate financing to underwrite our

marketing initiatives and continued product development.

There can be no assurance that we will be able to accomplish any of these objectives.

We are in the early stages of development and roll

out of our comprehensive travel and media model.

While the products introduced to date are now functional and responsible for the current,

nominal revenue generation of the Company, the corresponding revenue streams are currently both small and unpredictable relative to the

established travel industry leaders.

While our core marketing initiatives have been

handicapped due to budget constraints, we have undertaken limited promotions focused on higher margin products, in sought after vacation

regions like Mexico and the Caribbean.

Recognizing these marketing budget restraints, we focused our efforts on expanding our product

offering globally with major suppliers, including Expedia and Nuitée, among others.

Management believes this was a critical step

to allow for the launch and promotion of specialty travel services like NextTrip’s Groups Platform (i.e.

destination weddings, conferences

and conventions), NextTrip Travel Agents Platform and business-focused travel offerings.

These types of programs require unique technologies,

broad global inventory offerings, and specialized servicing.

Key to this development is the fact that the platforms fall outside of the

typical OTA business model, thereby justifying the supply of travel products from large OTAs, which in turn supports our platforms while

being mutually beneficial to both parties.

Our ability to capitalize on existing travel technology platforms is severely

restricted due to the lack of funding to drive marketing programs.

Enhancements to the existing platforms along with the introduction

of new programs under development are needed to complete the model.

The timeline to complete these programs is dependent upon our ability

to raise capital;

however, we believe that most programs can be delivered within 180 days of obtaining such necessary funding.

functioning, we believe the model will deliver accelerated growth as its “conversion technology” focuses on underserved areas

in the travel sector utilizing platforms (i.e.

PayDlay, Groups bookings and Travel Agents) that are not well serviced by the major travel

industry leaders.

Additionally, we have introduced engagement and media solutions (i.e.

Journy.tv, Compass.tv and Travel Magazine), allowing

users to better plan future travel.

We believe a natural extension of providing users with media solutions to assist with travel planning

will further the development and growth of a NextTrip ecosystem.

This ecosystem is expected to assist us in reducing external marketing

expenditures while creating a new revenue channel from targeted and timely advertising designed to assist users in their travel planning.

Upon completion of the NextTrip model, we expect to drive revenues from travel solutions outside of the focus of major travel competitors.

We are also engaging Save Your Day Films,

a London-based production company celebrated globally for award-winning factual programming and captivating travel content, as an in-house

production partner to deliver exclusive content as part of our media strategy, driving traffic, cross-promotional opportunities and licensing

Recent Developments

Acquisition of Five Star Alliance

On February 6, 2025, the Company entered into

a Membership Interest Purchase Agreement (the “FSA Purchase Agreement”) with FSA Travel, LLC (“FSA”), John McMahon,

as Majority Member, and the other members of FSA included on the signature page thereto (Mr.

McMahon together with such other members,

collectively the “FSA Members”).

Pursuant to the FSA Purchase Agreement, on February 10, 2025 (the “Initial Closing

Date”), the Company purchased 9,608 membership units of FSA (equal to a 49% ownership stake in FSA immediately after closing) (the

“Initial Interests”) in exchange for the Company’s (i) payment of $500,000 in cash and (ii) issuance of 161,291 shares

of newly designated Series O Nonvoting Convertible Preferred Stock of the Company (“Series O Preferred”) to FSA.

In connection

with, and as a condition to, the Initial Closing, the Company entered into employment agreements with Mr.

McMahon and Courtney May, each

of whom became employees of the Company as of the Initial Closing Date.

In addition, subject to satisfaction of the conditions

discussed below, the FSA Purchase Agreement provided the Company with an option (the “Option”), in its sole discretion, to

purchase the remaining 51% of the membership units from the FSA Members within 60 days of the Initial Closing Date (the “Final Closing

Date”), in exchange for (i) the payment by the Company to the FSA Members of an aggregate of $500,000 in cash and (ii) the issuance

of an aggregate of 161,291 shares of Series O Preferred to the FSA Members (the “Final Closing”).

The Company’s Option

was subject to, and contingent upon, satisfaction of the following conditions:

Platform Features

NXT2.0 travel booking platform at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises and activities.

Additionally, we allow travelers to defer payments on select vacation packages with our proprietary PayDlay program.

PayDlay allows travelers

to purchase travel with a small deposit and make subsequent payments between purchase and the week before travel.

Registered NextTrip

travelers can manage bookings, receive updates on special offers, and subscribe to newsletters with travel tips and destination highlights.

Security is a priority, with rigorous content screening and Payment Card Industry compliance to safeguard customer information.

further distinguishes itself through exclusive supplier partnerships that yield preferential rates, targeted promotions, and inventory

advantages, while its robust architecture supports complex group bookings—covering conferences, conventions, and destination weddings

via a specialized Groups Platform—and equips over 150 beta-testing professionals with a Travel Agent Platform that streamlines

multi-passenger reservations.

we execute our business model by increasing our inventory base and expanding key partnerships, we plan to launch a series of additional

features designed to benefit its users.

We intend to further integrate our media features with our booking system, bringing together

travel content and itinerary management in one interface.

The “My Journy” personalized travel-planning magazine is intended

to provide editorial features, destination information, and user-specific offers based on analysis of past searches and bookings.

including this content in the booking process, NXT2.0 aims to turn browsing into bookings more efficiently and give suppliers better

opportunities to promote their products.

We also plan to introduce a multi-level rewards program that gives benefits for repeat

bookings, using different channels, and social interactions within the platform.

A planned group chat and sharing feature will let families,

friends, and corporate groups work together on itinerary changes in real time.

These developmental features are designed to encourage

customer loyalty and keep users engaged with NXT2.0.

An AI-powered travel assistant is in development which is intended to provide recommendations,

price alerts and support, offering services usually found in premium travel agencies in a digital format.

Following the initial launch

of the Travel Agent Platform, we are continuing development of new tools for travel agents.

With new product options like cruises, wellness

retreats, and extra experiences, NXT2.0 aims to attract more leisure and business travelers.

These updates are intended to boost user

engagement, speed up bookings, and increase customer value, while giving NextTrip a competitive edge through technology and personalized

Integrated Media Solutions

addition to the key features, robust inventory, and focus on underserved market opportunities like groups and travel agent bookings,

a key differentiator benefiting the growth and development of our NXT2.0 booking engine is our media strategy which, when fully integrated

with NXT2.0, is intended to offer a comprehensive travel and media ecosystem designed to guide and support consumers throughout their

travel experience from inspiration to booking, to travel to sharing the journey on social media.

leverage our media brands—TravelMagazine.com and Journy.tv—as strategic tools to generate travel bookings by integrating

content, marketing, and booking technology as well as to generate advertising revenues for third-party content.

The strategy includes

generating content marketing and inspiration, integrating booking opportunities into that content and generating feedback from such advertising

data to better target and identify travel interests and intent, which is intended to lead to growing brand trust and authority and future

partnerships and opportunities for sponsored advertising content.

combining engaging travel content with seamless booking technology and targeted marketing, our media brands serve as both inspiration

engines and direct booking channels.

This holistic approach helps capture travelers at every stage of the decision-making process, ultimately

driving more bookings through the NXT2.0 platform and independent advertising revenue.

media brands and partnerships include:

Magazine – TravelMagazine.com is our media hub.

It is an online travel publication that provides articles, guides, tips,

and inspiration for travelers.

Coming soon is “My Bucket List,” a platform where travelers can create and share personalized

travel lists, supported by booking features and local insights.

– In April 2025, we acquired Journy.tv, a Free Ad-Supported Streaming TV (“FAST”) Channel that specializes in travel,

adventure, and culture-focused content.

In July 2025, we merged Compass.tv, our AVOD (Advertising-based Video on Demand) platform

designed to provide streaming television content, into Journy.tv to create a unified offering of both FAST and VOD assets.

– Promethean is our proprietary interactive video overlay platform which is intended to drive ad revenue and facilitate

content-to-commerce integration.

Media – In December 2024, we announced our collaboration with Leap Media Group, a respected leader with over 35 years in

TV advertising, media planning and buying, to support the launch of advertising on Journy.tv by delivering branded entertainment

content and advertising seamlessly across its platform.

Fysh – In February 2025, the Company and Blue Fysh Holdings Inc.

(“Blue Fysh”) entered into a share exchange

agreement creating minority ownership positions between the entities, as part of their mutual efforts to work together to expand

each company’s business opportunities.

See “ Recent Developments – Blue Fysh Share Exchange ” for more

details on the transaction.

strategic partnership between NextTrip and Blue Fysh is intended to focus on:

audience reach integrating Journy.tv, TravelMagazine.com, and travel products platform, NextTrip.com, with Blue Fysh’s expertise

in digital OOH solutions throughout North America;

advertising revenue by leveraging their combined media assets, to enhance their ability to broaden reach, deployment, and higher

expected advertising fees, providing greater value to advertisers and stakeholders;

sales efforts with NextTrip utilizing Blue Fysh’s strategic sales relationships to contribute advertising sales across NextTrip’s

media platforms;

Brand Awareness as a result of Blue Fysh’s media relationships and digital displays to help create flash marketing campaigns

to raise awareness of NextTrip and highlight NextTrip’s travel products and services as well as its media properties, Journy.tv

and Travel Magazine.

Strategy and Development of an Integrated Travel and Media Ecosystem

revenue strategy and business model focuses on integrating our Media and Travel divisions, offering users a comprehensive ecosystem designed

to guide and support them throughout the travel experience.

Presently, we generate revenue through two core methods:

travel bookings

and advertising revenue.

Bookings and Related Service s

like many OTAs and travel platforms, can generate revenue through a variety of channels.

The specific mix depends on the continued development

of our platform, execution of our business model, partnerships, and the types of services we offer at any given time.

sales are generally structured either:

(1) as a set commission on the sale of a travel product whereby the supplier or wholesaler controls

the pricing (as is the case with the majority of Five Star Alliance products), or (2) through a direct, negotiated contract between product

supplier and the Company (as is the case with the majority of our products) which allows us to set our own retail pricing based upon

market forces and a need to maintain a markup above its fixed cost.

Commission-based travel products are generally lower margin than

directly negotiated travel products.

flexibility of directly negotiated contracts affords us the opportunity to both run specials that are highly competitive but result in

low margins, or to simply adjust pricing to maintain competitiveness within its market.

Key factors that affect revenues and profitability

include competitive market pressures from other travel suppliers and distributors, variable contract terms, marketing budget to create

awareness, and seasonality.

travel bookings currently generate the majority of our nominal revenues.

This includes the sale of travel products such as airline tickets,

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

While we believe this revenue can

be accelerated with an enhanced marketing budget, management has largely focused on supplements to its travel offerings by including

travel technology products such as our Travel Agent and Groups Platforms.

Additionally,

offering concierge-level customer support, trip planning assistance or other premium features can provide peace of mind and added convenience

and may result in premium service fees added to the cost of booking, which represents direct revenue for us.

are building our own media and advertising ecosystem through Travel Magazine and Journy.tv.

These media platforms are designed to allow

users to explore and educate themselves on travel.

The revenue strategy in the media division is two-pronged:

(1) as the number of viewers/users

grows, it drives the advertising rates we can charge third-parties to promote travel products and services to our audience and (2) outside

of the direct advertising dollars generated from our media platforms which are expected to become a key driver of higher margin revenue

than those earned from travel product sales, as the audience grows it will provide additional opportunities for us to promote ours own

travel offerings to highly targeted viewers, thus lessening the need for spending significant marketing dollars through other mediums

to attract consumers.

drive this initiative, we have entered into partnerships with Travel Spike and Leap Media Group, respected leaders in the travel category

with decades of experience in TV advertising, media planning and buying.

Journy.tv is now equipped to deliver branded entertainment content

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

quality content to travel enthusiasts.

of Integrated Revenue Model – Strategy and Current Status

we are still in the developmental phase of our commercial operations and have thus far realized only nominal revenues, the successful

execution of our business strategy is predicated upon our capacity to broaden and deepen our supplier base, cultivate and maintain a

robust customer network, and obtain adequate financing to underwrite our marketing initiatives and continued product development.

can be no assurance that we will be able to accomplish any of these objectives.

are in the early stages of development and roll out of our comprehensive travel and media model.

While the products introduced to date

are now functional and responsible for the current, nominal revenue generation of the Company, the corresponding revenue streams are

currently both small and unpredictable relative to the established travel industry leaders.

our core marketing initiatives have been handicapped due to budget constraints, we have undertaken limited promotions focused on higher

margin products, in sought after vacation regions like Mexico and the Caribbean.

Recognizing these marketing budget restraints, we focused

our efforts on expanding our product offering globally with major suppliers, including Expedia and Nuitée, among others.

believes this was a critical step to allow for the launch and promotion of specialty travel services like NextTrip’s Groups Platform

destination weddings, conferences and conventions), NextTrip Travel Agents Platform and business-focused travel offerings.

types of programs require unique technologies, broad global inventory offerings, and specialized servicing.

Key to this development is

the fact that the platforms fall outside of the typical OTA business model, thereby justifying the supply of travel products from large

OTAs, which in turn supports our platforms while being mutually beneficial to both parties.

ability to capitalize on existing travel technology platforms is severely restricted due to the lack of funding to drive marketing programs.

Enhancements to the existing platforms along with the introduction of new programs under development are needed to complete the model.

The timeline to complete these programs is dependent upon our ability to raise capital;

however, we believe that most programs can be

delivered within 180 days of obtaining such necessary funding.

Once fully functioning, we believe the model will deliver accelerated

growth as its “conversion technology” focuses on underserved areas in the travel sector utilizing platforms (i.e.

Groups bookings and Travel Agents) that are not well serviced by the major travel industry leaders.

Additionally, we have introduced

engagement and media solutions (i.e.

Journy.tv Travel Magazine), allowing users to better plan future travel.

We believe a natural extension

of providing users with media solutions to assist with travel planning will further the development and growth of a NextTrip ecosystem.

This ecosystem is expected to assist us in reducing external marketing expenditures while creating a new revenue channel from targeted

and timely advertising designed to assist users in their travel planning.

Upon completion of the NextTrip model, we expect to drive revenues

from travel solutions outside of the focus of major travel competitors.

are also engaging Save Your Day Films, a London-based production company celebrated globally for award-winning factual programming and

captivating travel content, as an in-house production partner to deliver exclusive content as part of our media strategy, driving traffic,

cross-promotional opportunities and licensing revenues.

of TA Pipeline

August 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with TA Pipeline LLC (“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 TA Acquisition closed on August 6, 2025.

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 $300,000, based on a price per share of $3.10.

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.

In 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,” and together with the TA Closing Shares, the

“TA Acquisition Shares”), to be calculated based on a price per share of $3.10.

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, 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:

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 TA MIPA.

consideration for their receipt of the foregoing consideration, at closing of the TA Acquisition, each of the TA Members entered into

restrictive covenant agreements providing for certain customary restrictive covenants, including customary non-competition, non-solicitation

and no hire covenants for a period of three years following the closing date, and customary confidentiality covenants.

of Five Star Alliance

February 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “FSA Purchase Agreement”) with FSA

Travel, LLC (“FSA”), John McMahon, as Majority Member, and the other members of FSA included on the signature page thereto

McMahon together with such other members, collectively the “FSA Members”).

Pursuant to the FSA Purchase Agreement, on

February 10, 2025 (the “Initial Closing Date”), the Company purchased 9,608 membership units of FSA (equal to a 49% ownership

stake in FSA immediately after closing) (the “Initial Interests”) in exchange for the Company’s (i) payment of $500,000

in cash and (ii) issuance of 161,291 shares of newly designated Series O Nonvoting Convertible Preferred Stock of the Company (“Series

O Preferred”) to FSA.

In connection with, and as a condition to, the Initial Closing, the Company entered into employment agreements

McMahon and Courtney May, each of whom became employees of the Company as of the Initial Closing Date.

addition, subject to satisfaction of the conditions discussed below, the FSA Purchase Agreement provided the Company with an option (the

“Option”), in its sole discretion, to purchase the remaining 51% of the membership units from the FSA Members within 60 days

of the Initial Closing Date (the “Final Closing Date”), in exchange for (i) the payment by the Company to the FSA Members

of an aggregate of $500,000 in cash and (ii) the issuance of an aggregate of 161,291 shares of Series O Preferred to the FSA Members

(the “Final Closing”).

The Company’s Option was subject to, and contingent upon, satisfaction of the following conditions:

(i) the continued employment of Mr.

McMahon and Ms.

by the Company, subject to limited exceptions, (ii) the completion of a $2,000,000 capital raise by the Company, and (iii) the continued

operation of FSA by FSA’s existing management until the Final Closing Date.

On April 9, 2025 (the “Final Closing Date”),

upon FSA’s agreement to waive the capital raise condition to closing, the Company exercised the Option and, in satisfaction of its

obligations under the Purchase Agreement in connection with the Final Closing, the Company paid the FSA Members an aggregate of $500,000

in cash and issued the FSA Members an aggregate of 161,291 shares of Series O Preferred.

As a result, as of the Final Closing Date, the

Company acquired the remaining 51% of the membership units in FSA and FSA became a wholly owned subsidiary of the Company.

In addition to the above consideration, the FSA

Purchase Agreement provided that the Company shall make additional payments to the FSA Members upon achievement of certain milestones,

The payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings of Travel Products for five groups by FSA, the commissions to FSA for which are scheduled to be collected after the Final Closing;

The payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings of cruise related Travel Products, the gross cumulative cost of which to the customers is greater than or equal to $25,000 and the commissions for which are scheduled to collected after the Final Closing;

The payment of $100,000 in cash and issuance of 32,258 shares of Series O Preferred at such time as FSA shall deliver all necessary passcodes to allow NextTrip full remote access to the FSA booking engine for use by NextTrip;

The payment of $100,000 in cash and issuance 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings for Travel Products, the cumulative gross cost of which to the customers is greater than or equal to $1 million and the commissions for which are scheduled to be collected after the Final Closing.

On April 28, 2025, the parties determined that

each of the foregoing milestones had been achieved, and in satisfaction of its obligations under the FSA Purchase Agreement, the Company

paid the FSA Members an aggregate of $400,000 in cash and issued the FSA Members an aggregate of 120,967 shares of Series O Preferred.

Blue Fysh Share Exchange

On February 24, 2025, the Company and Blue Fysh

entered into a share exchange agreement (the “BF Share Exchange Agreement”) whereby Blue Fysh agreed to issue 82 restricted

shares of its common stock to the Company, representing a 10% interest in Blue Fysh, in exchange for 483,000 restricted

shares of Series N Nonvoting Convertible Preferred Stock (the “Series N Preferred”) of the Company at an issuance price of

$5.00 per share (the “BF Share Exchange”).

May by the Company, subject to limited exceptions, (ii) the completion of a $2,000,000

capital raise by the Company, and (iii) the continued operation of FSA by FSA’s existing management until the Final Closing Date.

April 9, 2025 (the “Final Closing Date”), upon FSA’s agreement to waive the capital raise condition to closing, the

Company exercised the Option and, in satisfaction of its obligations under the Purchase Agreement in connection with the Final Closing,

the Company paid the FSA Members an aggregate of $500,000 in cash and issued the FSA Members an aggregate of 161,291 shares of Series

As a result, as of the Final Closing Date, the Company acquired the remaining 51% of the membership units in FSA and FSA

became a wholly-owned subsidiary of the Company.

addition to the above consideration, the FSA Purchase Agreement provided that the Company shall make additional payments to the FSA Members

upon achievement of certain milestones, as follows:

payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings

of Travel Products for five groups by FSA, the commissions to FSA for which are scheduled to be collected after the Final Closing;

payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings

of cruise related Travel Products, the gross cumulative cost of which to the customers is greater than or equal to $25,000 and the

commissions for which are scheduled to collected after the Final Closing;

payment of $100,000 in cash and issuance of 32,258 shares of Series O Preferred at such time as FSA shall deliver all necessary passcodes

to allow NextTrip full remote access to the FSA booking engine for use by NextTrip;

payment of $100,000 in cash and issuance 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings for Travel

Products, the cumulative gross cost of which to the customers is greater than or equal to $1 million and the commissions for which

are scheduled to be collected after the Final Closing.

April 28, 2025, the parties determined that each of the foregoing milestones had been achieved, and in satisfaction of its obligations

under the FSA Purchase Agreement, the Company paid the FSA Members an aggregate of $400,000 in cash and issued the FSA Members an aggregate

of 120,967 shares of Series O Preferred.

Fysh Share Exchange

February 24, 2025, the Company and Blue Fysh entered into a share exchange agreement (the “BF Share Exchange Agreement”)

whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing a 10% interest in Blue Fysh,

in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock (the “Series N Preferred”) of

the Company at an issuance price of $5.00 per share (the “BF Share Exchange”).

The BF Share Exchange closed on February 28,

The parties entered into the

BF Share Exchange Agreement, creating minority ownership positions between the entities, as part of their mutual efforts to work together

to expand each company’s business opportunities.

Journy.tv Asset Purchase

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”).

The parties entered into the BF Share Exchange Agreement, creating minority ownership positions between the entities, as part of

their mutual efforts to work together to expand each company’s business opportunities.

Asset Purchase

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.

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, payable in various tranches through

October 31, 2027.

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.

Strategic Partnership with Intimate Hotels

of Barbados (“IHB”)

On April 3, 2025, we entered into a strategic partnership with IHB, a collection

of over 35 independent hotels and vacation rentals.

The Company will serve as the official booking engine for IHB, providing a fully integrated

travel portal and customized packaging tools directly on the IHB website.

NextTrip Cruise Launches, Offering Seamless

Cruise Booking Experience

On March 27, 2025, the Company unveiled

NextTrip Cruise, a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners.

benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and

expert travel support.

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.

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, payable in various tranches through October 31, 2027.

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.

Partnership with Intimate Hotels of Barbados (“IHB”)

April 3, 2025, we entered into a strategic partnership with IHB, a collection of over 35 independent hotels and vacation rentals.

Company will serve as the official booking engine for IHB, providing a fully integrated travel portal and customized packaging tools

directly on the IHB website.

Cruise Launches, Offering Seamless Cruise Booking Experience

March 27, 2025, the Company unveiled NextTrip Cruise, a fully integrated cruise booking engine providing access to over 10,000 sailings

and 35 cruise partners.

Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre-

and post-cruise stays, and expert travel support.

to the Board of Directors

2 unchanged sentences

in each case effective July 17, 2025.

Kerby shall serve as a Class II director of the Company, with his initial

term expiring at the Company’s 2026 Annual Meeting of Stockholders, and Mr.

Kaplan shall serve as a Class III director, with his

initial term expiring at the Company’s 2027 Annual Meeting of Stockholders.

Kerby shall serve as a Class II director of the Company, with his initial term expiring at

the Company’s 2026 Annual Meeting of Stockholders, and Mr.

Kaplan shall serve as a Class III director, with his initial term expiring

at the Company’s 2027 Annual Meeting of Stockholders.

Each of Messrs.

Kerby and Kaplan will serve as a director

for the balance of their respective initial terms, and until his successor is elected and qualified, subject to his earlier death, resignation

Kerby and Kaplan will serve as a director for the balance

of their respective initial terms, and until his successor is elected and qualified, subject to his earlier death, resignation or removal.

Additionally, effective July 17, 2025, the Board appointed Mr.

Kaplan to serve as a member of the Nominations & Governance

Committee of the Board.

Kaplan to serve as a member of the Nominations & Governance Committee

of the Board.

Additionally,

1 unchanged sentence

Directors appointed the NTH Appointees as directors, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob

Brunsberg, Dennis Duitch and Kent Summers will resign as directors of the Company.

Stephen Kircher shall serve as a Class I director,

with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders;

Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company.

Stephen Kircher shall serve as a Class I director, with

his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders;

Jimmy Byrd shall serve as a Class II director,

8 unchanged sentences

to serve on the following committees of the Board:

Audit Committee :

Carmen Diges (Chair), Stephen Kircher and Jimmy Byrd

Compensation Committee :

Jimmy Byrd (Chair), Stephen Kircher and Carmen Diges

Nominations & Governance Committee :

& Governance Committee :

David Jiang (Chair) and Carmen Diges

of Operations

Three Months Ended May 31, 2025 Compared to the Three Months Ended May

During the three months ended May 31, 2025, we

recognized revenue of $138,827, as compared to $188,793 in the same period in 2024, a decrease of $49,965, or 27%.

The decrease was primarily

due to limited marketing expenditures resulting from cash flow constraints.

Our cost of revenue for the three months ended

May 31, 2025 was $99,921, as compared to $173,581 for the same period in 2024, a decrease of $73,660, or 42%.

The decrease was primarily

attributable to the decrease in sales from the first quarter of 2025 as compared to the first quarter of 2024.

Our total operating expenses for the three months

ended May 31, 2025 were $4,678,643, as compared to $1,967,613 for the same period in 2024, an increase of $2,711,030, or 138%.

was primarily attributable to the stock options granted to the board of directors and an increase in professional services expenses.

Salary and benefits costs were $696,914 for the

three months ended May 31, 2025, as compared to $626,752 for the same period in 2024, an increase of $70,162, or 11%.

The increase was

comprised of:

(a) an increase in salaries and benefits of 25,813 due to the conversion of two Five Star Alliance employees to NextTrip

(b) an increase in taxes and benefits of $29,653 and (c) an increase in SAR expense of $14,696 due to revaluation in April

Stock-based compensation was $138,325 for the

three months ended May 31, 2025, as compared to $16,394 for the same period in 2024, an increase of $121,931.

This increase was primarily

the result of an option grant to an employee that was fully vested on the date of the grant.

We incurred general and administrative costs of

$30,588 during the three months ended May 31, 2025, as compared to $27,555 in the same period in 2024, an increase of $3,033, or 11%.

The increase was primarily the result of a travel expenses incurred for a micro-cap conference in April 2025 of $14,376, partially

offset by a decrease in payroll services fees of $5,627, lower utility expenses of $2,050, and lower license and filing fees of $3,666.

We incurred marketing costs of $90,035

during the three months ended May 31, 2025, as compared to $156,188 during the same period in 2024.

The decrease of $66,153, or 42%,

was due to a decrease in contract labor of $26,630, a decrease in Travel Magazine expenses of $23,824, and a decrease in media

advertising of $14,987.

We incurred technology costs of $321,815 during the three months ended

May 31, 2025, as compared to $184,669 during the same period in 2024.

The increase of $137,146, or 74%, was primarily attributable to (a)

an increase in expenses in connection with Compass.tv of $93,000;

(b) an increase in expense related to Journy.tv of $61,806;

in software expenses of $10,914;

Months Ended August 31, 2025 Compared to the Three Months Ended August 31, 2024

the three months ended August 31, 2025, we recognized revenue of $757,648, as compared to $154,498 in the same period in 2024, an increase

of $603,150, or 390%.

The increase was primarily due to group travel-related revenues, a consortia payment, and commission income generated

from Five Star Alliance (“FSA”) bookings.

cost of revenue for the three months ended August 31, 2025 was $592,073, as compared to $155,455 for the same period in 2024, an increase

of $436,618, or 281%.

The increase was primarily attributable to the increase in sales from the second quarter of 2025 as compared to

the second quarter of 2024.

gross margin for the three months ended August 31, 2025 was 21.9%, as compared to (0.6%) for the same period in 2024.

The improvement

in gross margin is primarily attributable to FSA travel bookings and group travel bookings.

total operating expenses for the three months ended August 31, 2025 were $3,368,452, as compared to $1,468,335 for the same period in

2024, an increase of $1,900,117, or 129%.

The increase was primarily attributable to stock options granted to the Company’s former

directors and an increase in professional services expenses, as further discussed below.

Non-cash expenses, primarily consisting of stock

based compensation, stock options granted to former directors, common and preferred shares issued to third parties for services, and

depreciation and amortization totaled $1,271,354, or 37.7% of our operating expenses for the three months ended August 31, 2025, and

$172,473, or 11.8% of our operating expenses for the same period in 2024.

and benefits costs were $695,538 for the three months ended August 31, 2025, as compared to $628,759 for the same period in 2024, an

increase of $66,779, or 11%.

The increase was comprised of:

(a) an increase in salaries of $43,823 due to the addition of two FSA employees

pursuant to the acquisition;

(b) an increase in taxes and benefits of $25,270;

and(c) an increase in SAR expense of $2,493;

these increases

were partially offset by a decrease in severance expense of $4,808.

compensation was $0 for the three months ended August 31, 2025, as compared to $13,841 for the same period in 2024, a decrease of $13,841

as all outstanding options are fully vested and no new options were granted during the period.

incurred general and administrative costs of $31,736 during the three months ended August 31, 2025, as compared to $21,677 in the same

period in 2024, an increase of $10,059, or 46%.

The increase was primarily the result of $12,110 in travel expenses incurred for a conference,

partially offset by a decrease in rent expense of $2,051.

incurred marketing costs of $174,444 during the three months ended August 31, 2025, as compared to $51,347 during the same period in

The increase of $123,097, or 240%, was due to increase in expenses associated with the enhancement of the Travel Magazine website

of $77,600 aimed at driving traffic and generating business across all of our brands, an increase in media consulting expenses of $27,410

due to the engagement of a social media influencer agency for Journy.tv, an increase in outside marketing services of $15,203, and an

increase in marketing and advertising expenses of $2,884.

incurred technology costs of $267,021 during the three months ended August 31, 2025, as compared to $141,022 during the same period in

The increase of $125,999, or 89%, was primarily attributable to:

(a) an increase in expenses in connection with Journy.tv of $98,599

for content licensing;

(b) an increase in dues and subscriptions expense of $11,101 primarily related to the integration of our new CRM

and business management system, Zoho One;

(d) an increase in information technology and computer expenses of $6,276;

and (e) an increase of $3,324

in cloud database expenses.

Partially offsetting these increases is a decrease in dues and subscription expenses of $40,564 in connection

with decreased marketing subscriptions.

Professional service fees incurred in the three

months ended May 31, 2025 were $1,149,476, as compared to $523,873 incurred during the same period in 2024, an increase of $625,603, or

and (e) an increase in software expenses of $333.

service fees incurred in the three months ended August 31, 2025 were $1,429,072, as compared to $372,027 incurred during the same period

in 2024, an increase of $1,057,045, or 284%.

This increase was a result of:

(a) an increase in investor relations expenses of $457,350 (b) an increase in accounting expenses

of $94,940 due to the FSA acquisition and timing difference in year-end audit expenses;

fees of $137,326 due to a consulting contract with a strategic business development firm;

and (d) an increase in lending fees of $61,500

related to bridge loan financings.

Partially offsetting these increases were decreased legal expenses of $94,404, and decreased contract

labor of $31,109.

Organizational costs for the three months ended

May 31, 2025, were $1,999,670, as compared to $28,737 for the same period in 2024, an increase of $1,970,933.

The increase is primarily

due to an increase in directors’ compensation related to fully vested stock options issued to the directors during the quarter.

Depreciation and amortization expense for the

three months ended May 31, 2025 was $206,650, as compared to $287,586 for the same period in 2024, a decrease of $80,936, or 28%.

decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible assets as of May 31, 2025.

Other operating expenses were $45,170 for the

three months ended May 31, 2025, as compared to $115,859 for the same period in 2024.

The $70,689 decrease was primarily due to the reduced

cost of directors and officers and other insurance costs of $52,268 and a decrease in merchant processing fees of $15,532.

During the three months ended May 31, 2025, we

realized net other income of $193,812, as compared to net other expense of $35,225 in the same period in 2024.

The increase in net other

income of $540,245 was primarily due to a settlement agreement between NextTrip Group, LLC and the Company related to misrepresentation

of the collectability of the NextPlay Technologies, Inc.

promissory note receivable, partially offset by:

(a) an increase in investor relations expenses of $394,075

due to the renewal of existing contracts plus the addition of three new contracts;

(b) an increase in legal fees of $260,217 due to services

related to various regulatory filings and acquisitions;

(d) an increase in contract labor related to Journy.tv and operations of $93,932;

(e) an increase in accounting expenses of $53,397 due

to technical accounting services related to the acquisition of FSA and Journy.tv.;

and (f) an increase in lending fees of $24,000 related

to bridge loan financings.

Organizational

costs for the three months ended August 31, 2025, were $470,105, as compared to $80,452 for the same period in 2024, an increase of $389,653.

The increase is primarily attributable to the issuance of stock options to former directors as compensation for their services.

and amortization expense for the three months ended August 31, 2025 was $216,625, as compared to $95,414 for the same period in 2024,

an increase of $121,211, or 127%.

The increase was primarily due to commencing amortization of Journy.tv, and the FSA tradename

and software.

operating expenses were $83,911 for the three months ended August 31, 2025, as compared to $63,796 for the same period in 2024.

increase was primarily due to a timing difference in billing for D&O and other insurance of $14,572 and an increase in merchant processing

fees of $5,543, primarily related to TA Pipeline.

the three months ended August 31, 2025, we realized net other income of $304,722, as compared to net other expense of $64,227 in the

same period in 2024.

The increase in net other income of $368,949 was primarily due to a settlement agreement between NextTrip Group,

LLC and the Company related to the NextPlay Technologies, Inc.

promissory note receivable of $583,000, and the August 31, 2025 revaluation

of the derivative liability, which decreased the liability by $10,000, partially offset by (a) interest expense of $171,105 in connection

the amortization of the debt discount associated with bridge loans and (b) interest expense associated with notes payable and other expenses

dividends for the three months ended August 31, 2025 were $183,263 as compared to $10,688 for the same period in 2024.

The increase was

due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in

December 2024 and February 2025.

the three months ended August 31, 2025, the net loss from continuing operations totaled $2,898,155, as compared to a net loss from continuing

operations of $1,533,519 for the same period in 2024 an increase of $1,364,636.

The operating loss component increased by $1,733,585

in 2025, partially offset by an increase in the other income component of $368,949.

net loss from discontinued operations for the three months ended August 31, 2025 was $0 as compared to $1,131 for the same period in

net loss applicable to common stockholders for the three months ended August 31, 2025, was $3,081,418, as compared to $1,545,338 for

the same period in 2024, an increase of $1,536,080, or 99%.

The increase was primarily attributable to an increase in operating

loss from continued operations of $1,733,585 and an increase in preferred dividends of $172,575;

partially offset by an increase in other

income of $368,949 and a decrease in the loss from discontinued operations of $1,131.

Months Ended August 31, 2025 Compared to the Six Months Ended August 31, 2024

the six months ended August 31, 2025, we recognized revenue of $896,475, as compared to $343,291 in the same period in 2024, an increase

of $553,184, or 161%.

The increase was primarily due to group travel-related revenues, a consortia payment, and commission income generated

in connection with the Five Star Alliance luxury travel bookings.

cost of revenue for the six months ended August 31, 2025 was $691,994, as compared to $329,036 for the same period in 2024, an increase

of $362,958, or 110%.

The increase was primarily attributable to the increase in sales from the second quarter of 2025 as compared to

the second quarter of 2024.

gross margin for the six months ended August 31, 2025 was 22.8%, as compared to 4.2% for the same period in 2024.

The improvement in

gross margin is primarily attributable to FSA travel bookings and group travel bookings.

total operating expenses for the six months ended August 31, 2025 were $8,047,095, as compared to $3,435,948 for the same period in 2024,

an increase of $4,611,147, or 134%.

The increase was primarily attributable to stock options granted to former directors and an

increase in professional services expenses, as further discussed below.

Non-cash expenses, primarily consisting of stock based compensation,

stock options granted to former directors, common and preferred shares issued to third parties for services, and depreciation and amortization

totaled $4,251,469, or 52.8% of our operating expenses for the six months ended August 31, 2025, and $544,571, or 15.9% of our operating

expenses for the same period in 2024.

and benefits costs were $1,392,453 for the six months ended August 31, 2025, as compared to $1,255,511 for the same period in 2024, an

increase of $136,942, or 11%.

The increase was comprised of:

(a) an increase in salaries of $69,637 due to the addition of two

Five Star Alliance employees pursuant to the acquisition;

(b) an increase in taxes and benefits of $46,160;

of $17,189 due to a revaluation in April 2025;

and (d) an increase in bonus and commission expense of $8,764;

partially offset by a decrease

in severance expense of $4,808.

compensation was $138,325 for the six months ended August 31, 2025, as compared to $30,235 for the same period in 2024.

This increase

was due to a stock option grant to an employee that was fully vested on the date of the grant.

incurred general and administrative costs of $62,324 during the six months ended August 31, 2025, as compared to $49,231 in the same

period in 2024, an increase of $13,093, or 27%.

The increase was primarily the result of $21,460 in travel expenses incurred for conferences,

partially offset by a decrease in payroll services fees of $7,712 as a result of changing payroll service providers, lower license and

filing fees of $2,868, and lower rent expenses of $2,417.

incurred marketing costs of $264,479 during the six months ended August 31, 2025, as compared to $207,536 during the same period in 2024.

The increase of $56,943, or 27%, was for a consulting contract for marketing services of $75,744, increased Travel Magazine expenses

of $53,776 aimed at driving traffic and generating business across all of our brands, and an increase media consulting expenses of $27,410

due to the engagement of a social media influencer agency.

Partially offsetting the increase was a decrease of $88,560 in fees previously

incurred from a former media advertising firm, and a decrease in contract labor of $11,427 due to the completion of project-based initiatives.

incurred technology costs of $568,836 during the six months ended August 31, 2025, as compared to $325,691 during the same period in

The increase of $243,145, or 75%, was primarily attributable to:

(a) an increase in expenses in connection with Journy.tv of $222,775

for content licensing;

(b) an increase in information technology and computer expenses of $11,715 primarily due to onboarding additional

employees and use of outsourced IT services;

CRM and business management system, Zoho One, partially offset by a decrease in marketing subscriptions;

and (d) an increase in software

expenses of $1,923 for hotel connections into the NextTrip database.

Partially offsetting these increases is a net decrease of $1,610

in cloud database expenses primarily related to updating legacy code to optimize compatibility with our hosting infrastructure.

service fees incurred in the six months ended August 31, 2025 were $2,598,548, as compared to $895,900 incurred during the same period

in 2024, an increase of $1,702,648, or 190%.

This increase was a result of:

(a) an increase in investor relations expenses of $851,425

due to renewal of existing contracts and the addition of three new investor relations firms;

(b) an increase in consulting fees of $381,889

due to contracts for services related to business development;

regulatory filings and acquisitions;

(d) an increase in accounting expenses of $148,337 due to costs associated with technical accounting

services related to the FSA, Journy.tv and TA Pipeline acquisitions, as well as a required two-year audit and first quarter financial

statement review for FSA;

(e) an increase in lending fees of $85,500 related to bridge loan financings;

and (f) and increase in contract

labor of $69,685 related to Journy.tv and other operations.

Organizational

costs for the six months ended August 31, 2025, were $2,469,775, as compared to $109,189 for the same period in 2024, an increase of

The increase is primarily attributable to fully vested stock options granted to former directors.

and amortization expense for the six months ended August 31, 2025 was $423,274, as compared to $383,000 for the same period in 2024,

an increase of $40,274, or 11%.

The increase was primarily due to commencing amortization upon the product launch of our FAST network,

Journy.tv, and the FSA tradename and software.

operating expenses were $129,081 for the six months ended August 31, 2025, as compared to $179,655 for the same period in 2024.

decrease was primarily due to the reduced cost of D&O and other insurance costs of $37,695 and a net decrease in merchant processing

fees of $18,878 due to engaging a new merchant processor with lower rates.

the six months ended August 31, 2025, we realized net other income of $498,533, as compared to net other expense of $99,452 in the same

period in 2024.

The increase in net other income of $597,985 was primarily due to a settlement agreement between NextTrip Group, LLC

and the Company related to the NextPlay Technologies, Inc.

promissory note receivable of $1,123,245, and the August 31, 2025 revaluation

of the derivative liability which resulted in a decrease in the liability of $10,000, partially offset by:

(a) a loss of $70,100 related

to the extinguishment of debt, and (b) interest expense of $276,333 primarily in connection the amortization of the debt discount associated

with bridge loans and interest expense associated with notes payable.

Preferred dividends for the three months ended May

31, 2025 were $64,463, as compared to $10,688 for the same period in 2024.

The increase was due to dividends paid to the holders of shares

of Series L and Series M Preferred stock issued in connection with debt conversions in December 2024.

In the three months ended May 31, 2025, the net

loss from continuing operations totaled $4,457,232, as compared to a net loss from continuing operations of $1,987,626 for the same period

The operating loss component increased by $2,687,335 in 2025, partially offset by an increase in the other income component of

The net loss on the share of net earnings from the equity method investment

was $11,307 due to losses incurred in FSA from March 1, 2025 through April 9, 2025 when the full acquisition was finalized.

The net gain on discontinued operations for the three months ended May

31, 2025 was $0 as compared to $8,909 for the same period in 2024.

Our net loss applicable to common stockholders

for the three months ended May 31, 2025, was $4,521,695, as compared to $1,989,405 for the same period in 2024, an increase of $2,532,290,

The increase was primarily attributable to an increase in operating loss from continued operations of $2,687,336 and an increase

in preferred dividends of $53,775, a loss on the 49% share of net earnings for the equity method investee of $11,307, and a decrease in

income from discontinued operation of $8,909, partially offset by an increase in other income of $229,037.

Liquidity and Capital Resources

Due to uncertainties regarding our ability to

meet our current and future operating and capital expenses, there is substantial doubt about our ability to continue as a going concern

for 12 months from the date of the filing of this Quarterly Report,

As of May 31, 2025, we had $130,906 in cash and

a working capital deficit of $1,142,891, as compared to $1,062,367 in cash and a working capital deficit of $105,577 as of February 28,

Additionally, at May 31, 2025, the amount due under our related party line of credit totaled $1, 486,575.

Given the lack of significant revenue since inception, NextTrip has financed

its operations primarily through the issuance of short-term promissory notes, advances from related parties, and private placements of

its securities.

On April 1, 2025, we entered into a

securities purchase agreement (the “Alumni Purchase Agreement”) with Alumni Capital LP (“Alumni”) for the

sale of a short-term promissory note (the “Alumni Note”) and warrants to purchase 80,000 shares of common stock to

Alumni for total consideration of $300,000.

The Alumni Note was in the principal amount of $360,000 with an original issue discount

of $60,000 and guaranteed interest on the principal amount of 10% per annum, which was due and payable on July 1, 2025.

of a failure to re-pay the Alumni Note on or before the maturity date, the interest rate would have increased to the lesser of 22%

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

The Alumni Note would have

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

On July 1, 2025, we repaid the

outstanding balance of the Alumni Note in full, including all accrued interest thereon.

On April 9, 2025, we entered into two promissory

notes (together, the “Trust Notes”) with Donald P.

Monaco Insurance Trust (the “Trust”) under our $2.0 million

line of credit.

Donald Monaco, chairman of our Board, 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 by Mr.

The second note had a principal balance of $145,000 and was

issued in exchange for cash advances previously made by Mr.

Monaco to the Company.

On May 6, 2025, we 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.

to the extinguishment of debt;

and (b) interest expense of $402,845 primarily in connection the amortization of the debt discount associated

with bridge loans and (c) an increase in interest expense associated with notes payable and other expenses of $62,315.

dividends for the six months ended August 31, 2025 were $247,725, as compared to $21,376, for the same period in 2024.

The increase was

due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in

December 2024 and February of 2025.

net loss on the share of net earnings from the equity method investment was $11,307 due to losses incurred in FSA from March 1, 2025

through April 9, 2025 when the full acquisition was finalized.

net gain on discontinued operations for the six months ended August 31, 2025 was $0 as compared to $7,778 for the same period in 2024.

net loss applicable to common stockholders for the six months ended August 31, 2025, was $7,603,113, as compared to $3,534,743 for the

same period in 2024, an increase of $4,068,370, or 115%.

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

continued operations of $4,420,921 and an increase in preferred dividends of $226,349, a loss on the 49% share of net earnings for the

equity method investee of $11,307, and a decrease in income from discontinued operation of $7,778, partially offset by an increase in

other income of $597,985.

and Capital Resources

to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about

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

of August 31, 2025, we had $1,837,654 in cash and a working capital deficit of $1,477,647, as compared to $1,062,367 in cash and a working

capital deficit of $105,577 as of February 28, 2025.

Additionally, at August 31, 2025, the amount due under our related party line of

credit totaled $2,831,575.

the lack of significant revenue since inception, NextTrip has financed its operations primarily through the issuance of short-term promissory

notes, advances from related parties, and private placements of its securities.

May 6, 2025, we 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.

We 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.

Subsequent advances during May 2025 totaled

$441,575, bringing the total outstanding principal at May 31, 2025 to $1,486,575.

From June 1, 2025 through July 10, 2025 additional

advances totaled $700,000, and as of July 10, 2025 the outstanding principal balance was $2,186,575.

At May 31, 2025, there were other outstanding short

term notes payable in the aggregate amount of $654,160, which had maturity dates between August 15, 2025 and December 31, 2025.

Subsequent to the quarter ended May 31, 2025, the

Company entered into a securities purchase agreement with an accredited investor, pursuant to which it sold such investor 75,000 restricted

shares of common stock for an aggregate purchase price of $226,500.

We will need to raise additional funds through

equity or debt financings or other means to support our on-going operations, increase market penetration of our products, expand the marketing

and development of our 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 and maintaining compliance with Nasdaq

listing requirements until planned revenue streams are fully implemented and begin to offset the our operating costs.

The Company estimates

that it will require a minimum of $5.5 million to continue operations for the next twelve months.

There is no assurance as to the amount and availability

of any required future financing or the terms thereof.

Such financing, if in the form of equity, may be highly dilutive to our existing

stockholders and may otherwise include onerous terms.

If in the form of debt, such financing may include covenants and repayment obligations

which may be difficult to meet and that could adversely affect our business and operations.

To the extent that funds are not available

to us, we may be required to delay, limit, or terminate our business and operations and lose our Nasdaq listing.

Net Cash Used in Operating Activities

Net cash used in operating activities from continuing operations totaled

$1,042,658 during the three months ended May 31, 2025 as compared to $1,151,220 during the same period in 2024, a decrease of $108,562,

During the three months ended May 31, 2025, the net cash used in operating

activities was the result of a net loss of $4,457,232 before payment of preferred dividends, partially offset by changes in working capital

of $124,303, and non-cash expenses of $3,290,271 related to stock-based compensation of $2,086,869, depreciation and amortization of $206,650,

amortization of prepaid expenses of $694,912, amortization of debt discount of $231,740 and a loss on the extinguishment of debt of $70,100.

Changes in working capital were driven by an increase in deferred revenue of $210,728, a decrease in prepaid expenses of $183,327, and

the assumption of the SBA EIDL loan from FSA of $98,757, partially offset by an increase in accounts receivable of $87,554 and a decrease

in accounts payable and accrued expenses of $280,955.

During the three months ended May 31, 2024, the net cash used in operating

activities was the result of a net loss of $1,987,626 before payment of preferred dividends, partially offset by changes in working capital

of $532,426, and non-cash expenses of $303,980 related to depreciation and amortization of $287,586 and stock-based compensation of $16,394.

Changes in working capital were driven by a decrease in accounts receivable of $6,322, an increase in deferred revenue of $14,280, and

an increase in accounts payable and accrued expenses of $534,493, partially offset by an increase in prepaid expenses of $19,669.

Net Cash Used in Investing Activities

Net cash used in investing activities during the

three months ended May 31, 2025 was $1,281,503, which compares to $169,406 of cash used in investing activities during the same period

of 2024, an increase of $1,112,097, or 656.5%.

The increase resulted from $900,000 related to the acquisition of FSA and $300,000

related to the Journy.tv asset purchase, partially offset by a decrease of $87,903 in capitalized software development costs.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for

the three months ended May 31, 2025 was $1,392,700 as compared to $1,024,591 for the same period in 2024.

The increase of $368,109, or

36.0%, was due to an increase in advances from related parties of $275,409 and net increase in notes payable to investors of $92,700.

Our ability to continue to fund our working capital

needs will be dependent upon the success of our efforts to generate revenues from our operations, and by obtaining additional capital

from the sale of securities or by borrowing funds from lenders to fulfill our business plans.

If we issue additional equity or debt securities,

stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those

of existing holders of our common stock.

There is no assurance that we will be successful in obtaining additional funding.

is unable to predict the effect a global recession or geopolitical events, including the on-going conflict in Ukraine, may have on its

access to the financing markets.

If we fail to obtain sufficient funding when needed, we may be forced to delay, scale back or eliminate

all or a portion of our commercialization efforts and operations.

Other than the related party promissory notes

as described in NOTE 10 – Related Party Transactions to the financial statements included elsewhere in this Quarterly Report, we

have no lines of credit or other financing arrangements.

Inflation, changing prices and rising interest

rates have had no material effect on our continuing operations over our two most recent fiscal years.

However, continued unfavorable trends

may affect the prices we pay for materials and other goods and services necessary to our business, thus increasing our use of cash.

We have no off-balance sheet arrangements as defined

in Item 303(a) of Regulation S-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK.

Not applicable.

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 2025 totaled $1,786,575, bringing the total outstanding principal at August 31, 2025 to $2,831,575.

From September

1, 2025 through September 10, 2025 additional advances totaled $168,425, and as of September 10, 2025 the outstanding principal balance

was $3,000,000, which is the maximum amount available under the MIP Line of Credit.

August 31, 2025, there were other outstanding short-term notes payable in the aggregate amount of $563,501, which had maturity dates

between September 15, 2025 and December 31, 2025.

to August 31, 2025, on September 10, 2025, the Company entered into securities purchase agreements (each a “Series Q Purchase Agreement”)

with Andy Kaplan and Jimmy Byrd, two of our independent directors, pursuant to which the Company issued and sold respectively, 31,250

and 50,000 restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the “Series Q Preferred”),

(the “Series Q Offering”) at a purchase price of $3.20 per share, resulting in proceeds to the Company of $260,000.

September 26, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $269,000.

The note includes an OID of $37,000, 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 $151,985 due on March 30, 2026, and the remaining four

equal installments of $21,484 are due on the 30 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.

On October 8, 2025, the Company entered into a securities

purchase agreement with Caesar Capital Group LLC, pursuant to which the Company issued and sold 62,500 shares of common stock at a purchase

price of $3.20 per share, resulting in total proceeds of $200,000.

will need to raise additional funds through equity or debt financings or other means to support our on-going operations, increase market

penetration of our products, expand the marketing and development of our 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 and maintaining compliance with Nasdaq listing requirements until planned revenue streams are fully implemented and begin to offset

the our operating costs.

The Company estimates that it will require a minimum of $5.5 million to continue operations for the next twelve

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

Such financing, if in the form

of equity, may be highly dilutive to our existing stockholders and may otherwise include onerous terms.

If in the form of debt, such

financing may include covenants and repayment obligations which may be difficult to meet and that could adversely affect our business

and operations.

To the extent that funds are not available to us, we may be required to delay, limit, or terminate our business and operations

and lose our Nasdaq listing.

Cash Used in Operating Activities

cash used in operating activities from continuing operations totaled $470,283 during the six months ended August 31, 2025 as compared

to $1,960,326 during the same period in 2024, a decrease of $1,490,043, or 76.0%.

the six months ended August 31, 2025, the net cash used in operating activities was the result of a net loss of $7,355,388 before payment

of preferred dividends, partially offset by changes in working capital of $2,149,102, and non-cash expenses of $4,736,003 related to

stock options issued to former directors totaling $2,368,709, employee stock-based compensation of $138,325, depreciation and amortization

of $423,274, amortization of prepaid expenses of $1,323,199, amortization of debt discount of $402,846, a write-off of technology costs

of $19,550 related to an abandoned software implementation, and a loss on the extinguishment of debt of $70,100, partially offset by

a gain on the derivative liability of $10,000.

Changes in working capital were driven by an increase in deferred revenue of $2,000,939

related to the TA Pipeline acquisition, an increase in accounts payable and accrued expenses of $87,598, a decrease in prepaid expenses

of $206,382, and the assumption of the SBA EIDL loan from FSA of $98,532 partially offset by an increase in accounts receivable of $244,349.

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

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

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

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

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

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

Cash Used in Investing Activities

cash used in investing activities during the six months ended August 31, 2025 was $1,752,168, which compares to $389,568 of cash

used in investing activities during the same period of 2024, an increase of $1,362,600, or 349.8%.

The increase resulted

from $900,000 related to the acquisition of FSA, $300,000 related to the Journy.tv asset purchase and $443,168 related to the

acquisition of TA Pipeline LLC, partially offset by a decrease of $280,568 in capitalized software development costs.

Cash Provided by Financing Activities

cash provided by financing activities for the six months ended August 31, 2025 was $2,997,738 as compared to $2,120,317 for the same

period in 2024.

The increase of $877,421, or 41.4%, was due to an increase in advances from related parties of $654,683 and proceeds

from private placements of $396,500, partially offset by a reduction in notes payable of $173,762.

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

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

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

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

There is no assurance that we will

be successful in obtaining additional funding.

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

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

If we fail to obtain sufficient funding

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

than the related party promissory notes as described in NOTE 10 – Related Party Transactions to the financial statements included

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

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

However, continued unfavorable trends may affect the prices we pay for materials and other goods and services necessary to our business,

thus increasing our use of cash.

have no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis