What changed in this filing

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Item 1. Financial Statements

2026-01-14 compared with 2025-10-15 · 661 added, 718 removed, 794 unchanged (63% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

August 31, 2025

November 30, 2025

February 28, 2025

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Mezzanine Equity

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

Common Stock, par value $ 0.001 ;

250,000,000 shares authorized;

96,774 and 0 shares issued and outstanding, respectively

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33,316 and 3,106,616 shares issued and outstanding, respectively

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

Common Stock, par value $ 0.001 ;

250,000,000 shares authorized;

12,552,742 and 1,656,738 shares issued and outstanding, respectively

1 unchanged sentence

Accumulated deficit

( 41,952,936 )

( 34,349,823 )

Total Stockholders’ Equity

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Three Months Ended November 30,

Nine Months Ended November 30,

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

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Operating loss

( 3,202,877 )

( 1,469,292 )

( 7,842,614 )

( 3,421,693 )

Other Income (Expenses)

Gain on derivative liability

Loss on extinguishment of liability

Other Income (expense)

Gain (loss) on derivative liability

Gain (loss) on extinguishment of liability

Interest income (expense), net

Total Other Income (Expense)

Net loss from continuing operations before taxes

( 2,898,155 )

( 1,533,519 )

( 7,344,081 )

( 3,521,145 )

Net income (loss) from continuing operations before taxes

Provision for income taxes

Net loss from continuing operations before share of net income (loss) in equity method investee

( 2,898,155 )

( 1,533,519 )

( 7,344,081 )

( 3,521,145 )

Net income (loss) from continuing operations before share of net income (loss) in equity method investee

Share of net income (loss) of equity method investee

Net loss from continuing operations

$ ( 2,898,155 )

$ ( 1,533,519 )

$ ( 7,355,388 )

$ ( 3,521,145 )

Net gain (loss) from continuing operations

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

$ ( 2,898,155 )

$ ( 1,534,650 )

$ ( 7,355,388 )

$ ( 3,513,367 )

Net income (loss)

Preferred dividends

Net Loss Applicable to Common Stockholders

$ ( 3,081,418 )

$ ( 1,545,338 )

$ ( 7,603,113 )

$ ( 3,534,743 )

Net Income (Loss) Applicable to Common Stockholders

Basic and diluted loss per common share from continuing operations

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

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

Preferred Stock

Balances, May 31, 2025

the Three Months Ended November 30, 2025, and November 30, 2024

Balances, August 31, 2025

$ ( 41,952,936 )

Net income (loss)

( 3,275,566 )

1 unchanged sentence

Preferred stock dividends

Issuance of common shares pursuant to private placements

Issuance of securities pursuant to private

Issuance of common shares for third party services

Warrants issued in connection with debt conversion

Issuance of securities for directors’ services

Issuance of Securities in connection with debt

Conversion of preferred shares to common shares

pursuant to shareholder approval

( 3,484,611 )

Cashless exercise of warrants

Balances, November

$ ( 45,239,191 )

Balances, August 31, 2024

$ ( 27,685,882 )

Preferred Stock

Balances, May 31, 2024

$ ( 134,103 )

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Issuance of common shares for third party services

Issuance of stock options to employees

Balances, August 31, 2024

Warrants Issued in Connection with Bridge Loan

Stock Based Compensation

Balances, November

$ ( 29,705,833 )

1 unchanged sentence

accompanying notes to condensed financial statements.

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

Preferred Stock

Balances, February 28, 2025

$ ( 34,349,823 )

( 7,355,388 )

Preferred stock dividends

Issuance of preferred shares for FSA Travel, LLC acquisition

Issuance of common shares for Journy.tv asset acquisition

Issuance of common shares pursuant to private placements

Issuance of common shares pursuant to reverse acquisition of Sigma

Issuance of common shares for third party services

Warrants issued in connection with debt conversion

Warrants issued in connection with bridge loan financing

Issuance of securities for directors’ services

Issuance of stock options to employees

Balances, August 31, 2025

$ ( 41,952,936 )

Preferred Stock

the Nine Months Ended November 30, 2025, and November 30, 2024

Balances, February 28, 2025

2 unchanged sentences

( 10,630,953 )

( 3,513,367 )

Preferred stock dividends

Issuance of convertible preferred shares

Issuance of common shares for conversion of preferred stock

Issuance of preferred shares for FSA Travel,

LLC acquisition

Issuance of common shares for JOURNY.tv asset

Issuance of securities pursuant to private

Issuance of common shares pursuant to reverse

acquisition of Sigma

Issuance of common shares for third party services

Issuance of stock options to employees

Balances, August 31, 2024

$ ( 27,685,882 )

$ ( 134,103 )

Securities issued in connection with debt conversion

Warrants issued in connection with bridge loan

Cashless exercise of warrants

Conversion of preferred shares to common shares

pursuant to shareholder approval

( 3,484,611 )

Issuance of securities for directors’

Issuance of stock options

Balances, November 30, 2025

$ ( 45,239,191 )

February 29, 2024

income (loss)

stock dividends

of convertible preferred shares

of common shares for conversion of preferred stock

of common shares for third party services

of Common Shares as Commitment Shares

Issued in Connection with Bridge Loan Financing

Based Compensation

November 30, 2024

accompanying notes to condensed financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

August 31, 2025

August 31, 2024

November 30, 2025

November 30, 2024

OPERATING ACTIVITIES

Net Loss – Continuing Operations

Net Income (Loss)

– Continuing Operations

$ ( 10,630,953 )

$ ( 5,530,975 )

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

Adjustments to Reconcile

Net Income (Loss) to Net Cash Used in Operating Activities:

Noncash Expenses:

Depreciation and amortization – property and equipment and intangibles

Depreciation and amortization

– property and equipment and intangibles

Amortization of debt discount

Amortization of prepaid expenses

Write-off of capitalized technology expenses

Amortization of prepaid

Write-off of capitalized

technology expenses

Gain on derivative liability

Stock-based compensation - employees

Stock-based compensation - directors

Stock-based compensation

Loss on extinguishment of liability

Stock-based compensation

Issuance of preferred stock

for third party services

Issuance of commitment shares

Loss on extinguishment

Change in Assets and Liabilities:

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Prepaid expenses

Accounts payable and accrued expenses

Accounts payable and accrued

Deferred revenue

Security deposit

NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS

CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS

( 2,450,860 )

NET CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

NET CASH USED IN OPERATING ACTIVITIES

( 3,143,697 )

CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

CASH USED IN OPERATING ACTIVITIES

( 2,450,860 )

( 3,135,353 )

INVESTING ACTIVITIES

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JOURNY.tv asset purchase

NET CASH USED IN INVESTING ACTIVITIES

CASH USED IN INVESTING ACTIVITIES

( 1,752,168 )

FINANCING ACTIVITIES

Proceeds from issuance of convertible preferred shares

Proceeds from issuance of convertible preferred

Proceeds from issuance of common shares

Notes Payable

Advances from related parties

NET CASH PROVIDED BY FINANCING ACTIVITIES

Advances from related

CASH PROVIDED BY FINANCING ACTIVITIES

NET CHANGE IN CASH FOR PERIOD

CASH AT BEGINNING OF PERIOD

CASH AT BEGINNING OF

CASH AT END OF PERIOD

Supplemental Disclosures:

Noncash Investing and Financing Activities Disclosure:

Issuance of preferred shares pursuant to FSA Travel, LLC acquisition

Issuance of common shares pursuant to Journy.tv asset purchase

Issuance of common shares pursuant to TA Pipeline LLC acquisition

Noncash Investing and Financing

Activities Disclosure:

Issuance of preferred shares pursuant to FSA

Travel, LLC acquisition

Issuance of common shares pursuant to JOURNY.tv

asset purchase

Issuance of common shares pursuant to TA Pipeline

LLC acquisition

Issuance of common shares for third party services

Issuance of securities pursuant to debt conversions

Issuance of common stock warrants in connection

with bridge financing

Preferred stock dividends

Disclosure of Cash Paid for:

Disclosure of Cash Paid

accompanying notes to condensed financial statements.

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

incorporated on October 22,

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

incorporated on October 22, 2015, Extraordinary

Vacations USA, Inc., incorporated on June 24, 2002, Five Star Alliance, LLC, organized on March 9, 2018, and TA Pipeline, LLC, organized

on July 1, 2021.

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

(“NTH”) was a wholly-owned subsidiary

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

(“NTH”) was a wholly-owned subsidiary of

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

(“NextPlay”).

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Pursuant to the NextPlay Exchange Agreement,

NextPlay exchanged 1,000,000

Membership Units of NTG for 400,000

Preferred Units of NTG, with a value of $ 10.00

Prior to the exchange for Preferred Units, NTG had

a payable due to NextPlay of $ 17,295,873 ,

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

Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s ongoing support obligations

except for a $ 1.5

million advance remaining under a promissory note and, as such,

NTH recorded the payable as contributed capital.

NextPlay exchanged 1,000,000 Membership Units of NTG for 400,000 Preferred Units of NTG, with a value of $ 10.00 per unit.

exchange for Preferred Units, NTG had a payable due to NextPlay of $ 17,295,873 , representing cash advances and payment of expenses by

NextPlay on behalf of NTG, while NextPlay had obligations to provide ongoing support to NTH.

Such liability was settled by the issuance

of the Preferred Units and the waiver of all of NextPlay’s ongoing support obligations except for a $ 1.5 million advance remaining

under a promissory note and, as such, NTH recorded the payable as contributed capital.

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

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Under the terms of the Exchange Agreement, the parties

agreed that NTG would sell and transfer to the Company all of the issued and outstanding shares of NTH in exchange for 156,007

restricted shares of Company common stock (the “Closing

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

restricted shares of Company common stock upon satisfaction

of certain milestones set forth in the Exchange Agreement (the “Contingent Shares,” and together with the Closing Shares,

the “Restricted Shares”), which Restricted Shares are issuable to the members of NTG, on a pro rata basis, under the terms

of the Exchange Agreement, subject to certain closing conditions (the “NextTrip Acquisition”).

Upon the closing of the NextTrip

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

agreed that NTG would sell and transfer to the Company all of the issued and outstanding shares of NTH in exchange for 156,007 restricted

shares of Company common stock (the “Closing Shares”), issuable at closing, and the right to receive up to an additional

5,843,993 restricted shares of Company common stock upon satisfaction of certain milestones set forth in the Exchange Agreement (the

“Contingent Shares,” and together with the Closing Shares, the “Restricted Shares”), which Restricted Shares

are issuable to the members of NTG, on a pro rata basis, under the terms of the Exchange Agreement, subject to certain closing conditions

(the “NextTrip Acquisition”).

Upon the closing of the NextTrip Acquisition on December 29, 2023, NTH became a wholly-owned

subsidiary of the Company.

Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of Company common stock, or approximately 90.2 %

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

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

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

The Company will need

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

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

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

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

In the event the Company is unable

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

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

Concern - As of November 30, 2025, and February 28, 2025, the Company had an accumulated deficit of $ 45,239,191 and $ 34,349,823 ,

respectively, and working capital deficit of $ 750,124 and $ 105,577 , respectively, and has incurred losses since incorporation.

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

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

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

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

In the event the

Company is unable to raise adequate funding in the future for its operations and to pay its outstanding debt obligations, the Company

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

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

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2 – Summary of Significant Accounting Policies

of Presentation - The accompanying financial statements

have been prepared by the Company in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States

The financial statements have been prepared on a consolidated basis with those of the Company’s wholly-owned

subsidiaries.

of Presentation - The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting

Principles (“GAAP”) in the United States of America.

The financial statements have been prepared on a consolidated basis

with those of the Company’s wholly-owned subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, all adjustments

(which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash

flows at August 31, 2025 and 2024 and for the periods then ended have been made.

Certain information and footnote disclosures normally

included in financial statements prepared in accordance with GAAP have been condensed or omitted.

The Company suggests these condensed

financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual

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

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

necessarily indicative of the operating results for the full year.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial

position, results of operations and cash flows at November 30, 2025 and 2024 and for the periods then ended have been made.

Certain information

and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Company suggests these condensed financial statements be read in conjunction with the audited financial statements and notes thereto

included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

The results of operations for

the period ended November 30, 2025 are not necessarily indicative of the operating results for the full year.

Reclassification

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The derivative liability

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

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

On August 6, 2025, the

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

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

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

The TA Acquisition closed on August

6, 2025 (the ‘Closing Date”).

Pursuant to the TA MIPA,

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

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

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

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

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

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

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

The Estimated Additional Closing Payment is

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

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

at November 30, 2025 results from an option (the “Put Option”), which is embedded in the restricted common shares issued

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

August 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with TA and the members

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

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

TA Acquisition closed on August 6, 2025 (the ‘Closing Date”).

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

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

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

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

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

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

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

The Estimated Additional

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

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

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

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

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

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

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

(i) the right to require the

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

(ii) the right

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

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

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

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

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

Market Value.

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

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

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

(i) the right to require the Company to repurchase

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

(ii) the right to require the Company

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

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

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

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

Shares specified in the exercise notice and (y) the positive difference, if any, between the Base Price and the Fair Market Value.

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

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Milestone Payment

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

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

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

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

The TA Milestone Payment shall be paid to the TA Members

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

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

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

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

the TA Milestone Payment will be marked to

market at each reporting period.

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

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

percent (5%) of the net revenues generated by TA during the 12 month period after the Closing Date (the “Milestone Period”),

up to a maximum of $200,000.

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

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

Milestone Shares”.

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

to repurchase the TA Milestone Shares upon the occurrence of certain events outside the Company’s control.

the TA Milestone

Payment will be marked to market at each reporting period.

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

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

August 31, 2025

Date of Issuance –

August 6, 2025

Derivative liability – Put Option

Contingent Consideration – TA Milestone Payment

of Issuance –

Derivative liability – Put

Contingent Consideration – TA Milestone

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

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of Derivative Liability Measured at Fair Value On a Recurring Basis

TA Milestone Payment

Fair Value on Issuance Date

Change in fair value

Fair value on August 31, 2025

Fair value on November 30, 2025

in Equity Method Investees

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

At August 31, 2025 and 2024, the

Company had the following common shares underlying these instruments:

At November 30, 2025 and 2024,

the Company had the following common shares underlying these instruments:

of Underlying Common Shares Excluded from Computation of Loss Per Share

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Preferred Stock

Total Underlying Common Shares

Total Underlying Common

following table shows the amounts used in computing loss per share and the effect on net loss and the weighted average number of shares

of dilutive potential common stock for the periods three and six months ended August 31, 2025, and 2024:

of dilutive potential common stock for the periods three and nine months ended November 30, 2025, and 2024:

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

Three Months Ended August 31,

Six Months Ended August 31,

Three Months Ended November

Nine Months Ended November

Loss from continuing operations

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$ ( 258,415 )

$ ( 247,725 )

Loss from continuing operations applicable to common stockholders

Loss from continuing operations applicable

to common stockholders

( 3,286,255 )

2 unchanged sentences

( 5,563,038 )

Gain (loss) from discontinued operations applicable to common stockholders

Net loss applicable to common stockholders

Gain (loss) from discontinued

operations applicable to common stockholders

Net loss applicable

to common stockholders

$ ( 3,286,255 )

2 unchanged sentences

( 5,554,694 )

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

Weighted average number

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

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

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

At August 31, 2025, the Company had outstanding

At November 30, 2025, the Company had outstanding

warrants to purchase 3,328,651 shares of common stock;

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316 shares of Series

E Preferred Stock (“Series E Preferred”), which could be converted into 3,466 shares of common stock;

33,000 shares of Series

H Convertible Preferred Stock (“Series H Preferred”), convertible into 33,000 shares of common stock;

500,442 shares of Series

I Convertible Preferred Stock (“Series I Preferred”), convertible into 500,442 shares of common stock;

297,788 shares of

Series J Nonvoting Convertible Preferred Stock (“Series J Preferred”), convertible into 297,788 shares of common stock;

shares of Series K Nonvoting Convertible Preferred Stock (“Series K Preferred”), convertible into 60,595 shares of common

1,076,156 shares of Series L Nonvoting Convertible Preferred Stock (“Series L Preferred”), convertible into 1,076,156

shares of common stock;

133,278 shares of Series M Nonvoting Convertible Preferred Stock (“Series M Preferred”), convertible

into 133,278 shares of common stock;

500,000 shares of Series N Nonvoting Convertible Preferred Stock (“Series N Preferred”),

convertible into 500,000 shares of common stock;

443,549 shares of Series O Nonvoting Convertible Preferred Stock (“Series O Preferred”),

convertible into 443,549 shares of common stock;

and 343,750 shares of Series P Nonvoting Convertible Preferred Stock (“Series

P Preferred”), convertible into 343,750 shares of common stock, resulting in a potential total additional 7,396,016 shares of common

stock outstanding in the future.

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

E Preferred Stock (“Series E Preferred”), which could be converted into 3,519 shares of common stock, and 33,000 shares of

Series H Convertible Preferred Stock (“Series H Preferred”), convertible into 33,000 shares of common stock, resulting in

a potential total additional 4,171,420 shares of common stock outstanding in the future.

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

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

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

Travel bookings are the source of our

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

and ground activities.

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

reviews and manages our business.

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

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

The CODM assesses

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

reported on the Consolidated Statements of Operations.

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

the financial results.

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

of significant accounting policies herein.

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

Reporting - In response to recent acquisitions and expanded business activities, during the third quarter of Fiscal 2026, our Chief

Operating Decision Maker (“CODM”), who is our Chief Executive Officer, requested changes in the information that he regularly

reviews for purposes of allocating resources and assessing performance.

As a result, we have updated our reporting and beginning in the

third quarter of fiscal year 2026, we report our financial performance based on our new segments, “Travel” and “Media”.

A detailed description of our operating segments as of November 30, 2025 can be found in NOTE 13 to the Financial Statements and the

Overview section of Item 2 of this Quarterly Report, entitled “Management’s Discussion and Analysis of Financial Condition

and Results of Operations”.

Prior periods have been recast to conform to these newly identified segments.

3 - Investment in Equity Securities

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Fair value of Initial Purchase

Total consideration

Assets acquired and liabilities assumed

consideration

Assets acquired and liabilities

Cash and cash equivalents

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Due to FSA Unitholders

Total liabilities

Total net assets

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

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6 – Acquisition of TA Pipeline LLC

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

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

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

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

August 6, 2025 (the “Closing Date”), the Company entered into the TA MIPA with TA and the TA Members, pursuant to which the

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

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

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

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Fair value of derivative liability

Total consideration

Assets acquired and liabilities assumed

consideration

Assets acquired and liabilities

Cash and cash equivalents

Deferred merchant bookings

Total liabilities

Total net assets

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

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7 – Intangible Assets

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

assets as of November 30, 2025, and February 28, 2025 consisted of the following:

Schedule of Intangible Assets

August 31, 2025

February 28, 2025

Software Development

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FSA Travel, LLC Tradename

FSA Software Agreements

TA Pipeline, LLC Tradename

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JOURNY.tv – Trade Name

Journy.tv Distribution Agreements

JOURNY.tv Distribution

Accumulated amortization

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( 5,936,269 )

Intangible assets, net of amortization

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

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

Intangible assets, net

of amortization

expense for the three months ended November 30, 2025, and 2024 was $ 271,999 and $ 148,032 , respectively.

Amortization expense for the

nine months ended November 30, 2025, and 2024 was $ 694,015 and $ 531,093 , respectively.

the three and nine months ended November 30, 2025, and 2024, the Company recorded no impairment losses associated with the carrying value

exceeding its recoverable amount.

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of FSA Travel, LLC

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

of November 30, 2025, preliminary goodwill of $ 1,669,058 arising from the FSA acquisition has been reported within the Company’s

reporting segment, Travel Products and Services.

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of TA Pipeline LLC

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

segment, Travel Products and Services.

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

with the acquisition.

of November 30, 2025, preliminary goodwill of $ 286,824 arising from the FSA acquisition has been reported within the Company’s

reporting segment, Travel Products and Services.

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

in connection with the acquisition.

9 – Notes Payable

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

amount of $ 100,000 .

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

or October 31, 2024.

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

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

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

amount of $ 40,000 .

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

consent of the investor.

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

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

of $ 125,190 .

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

to the principal.

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

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

may be prepaid at any time with no prepayment penalty.

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

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

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

unamortized debt discount was $ 17,233 .

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

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

Series K Preferred.

The note may be prepaid at any time without penalty.

Additionally, the Company issued a warrant to the investor to

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

In accordance with ASC

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

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

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

The relative fair value of the warrant at

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

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

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

to his appointment as a director on July 28, 2025, on May 24, 2024, the Company sold a short-term promissory note to Stephen Kircher

in the aggregate principal amount of $ 100,000 .

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

of a public financing or October 31, 2024.

Kircher consented to extend the maturity date on a month-to-month basis, and on September

15, 2025, Mr.

Kircher and the Company entered into a debt conversion agreement, whereby the entire principal amount plus accrued interest

was converted into 34,223 shares of Series Q Convertible Preferred stock at a price of $ 3.20 per share.

On November 19, 2025, such preferred

shares were automatically converted to 34,223 shares of common stock pursuant shareholder approval obtained at the Company’s Annual

Meeting of Shareholders.

to her appointment as a director on July 28, 2025, on June 26, 2024, the Company sold a short-term promissory note to Carmen Diges in

the aggregate principal amount of $ 40,000 .

The note bore interest at 7.5 % per annum and had a maturity date of June 25, 2025.

consented to extend the maturity date on a month-to-month basis.

On September 15, 2025, Ms.

Diges and the Company entered into a debt

conversion agreement, whereby the entire principal amount plus accrued interest was converted into 13,580 shares of Series Q Convertible

Preferred stock at a price of $ 3.20 per share.

On November 19, 2025, such preferred shares were automatically converted to 13,580 shares

of common stock pursuant shareholder approval obtained at the Company’s Annual Meeting of Shareholders.

December 31, 2024, the Company sold a short-term promissory note to SIS II, a private investor, in the aggregate principal amount of

$ 220,000 (the “SIS II Note”).

The note bears guaranteed interest of 15 %, or $ 33,000 , payable in full on the issue date by

the issuance of 10,927 shares of the Company’s Series K Preferred.

The note has a maturity date of December 31, 2025 , and may be

prepaid at any time without penalty.

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

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

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

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

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

the remainder of the proceeds allocated to the note.

The relative fair value of the warrant at the time of issuance that was allocated

to additional paid-in capital was $ 179,913 .

As of November 30, 2025, the balance on the note, net of the unamortized debt discount, was

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

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time with no prepayment penalty.

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

stock at the election of 1800 Diagonal Lending LLC.

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

was $ 70,275 .

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

As of November 30, 2025, the balance on the note, net of the unamortized debt discount was $ 21,026 .

August 20, 2025, the Company entered into a securities purchase agreement (the “Note & Warrant SPA”) with Alumni Capital

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

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

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

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

November 20, 2025, the interest rate will increase to the lesser 22 % per annum or the maximum amount permitted under law from the due

date thereof until the same is paid.

The Alumni Note is convertible into shares of Company common stock only upon an event of default.

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

Note is in the principal amount of $ 360,000 with an OID of $ 60,000 and guaranteed interest on the principal amount of ten percent ( 10 %)

per annum which was due and payable on November 20, 2025 .

On November 18, 2025, Alumni agreed to extend the note until December 31, 2025

for additional interest of $ 10,000 .

On December 30, 2025 the Company paid the note in full, including accrued and additional interest

As of November 30, 2025, the balance on the Alumni Note, net of the unamortized debt discount, was $ 360,000 .

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 $ 37,996 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.

As of November 30, 2025, the balance on the note, net of the unamortized debt discount

was $ 239,738 .

October 24, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 196,000 .

The note includes an OID of $ 27,000 , and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal.

The note is payable in ten equal installments of $ 22,148 , with the first payment due on November 30, 2025, and the remaining nine installments

are due on the 30 th of each of the next nine successive months.

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

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

Diagonal Lending LLC.

As of November 30, 2025, the balance on the note, net of the unamortized debt discount was $ 149,429 .

10 – Long-Term Debt

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Effective interest rate

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

of November 30, 2025, the balance of the loan was $ 98,358 .

11 - Related Party Transactions

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

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

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

advances through November 30, 2025 totaled $ 1,955,000 , bringing the total amount advanced under the line to $ 3,000,000 , which is the

maximum amount available under the MIP Line of Credit.

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”),

at a purchase price of $ 3.20 per share.

On November 19, 2025, such preferred shares were automatically converted to 31,250 and 50,000

shares of common stock, respectively, pursuant shareholder approval obtained at the Company’s Annual Meeting of Shareholders.

September 15, 2025, we entered into debt conversion agreements with Carmen Diges and Stephen Kircher, two of our independent directors,

whereby they agreed to convert existing unsecured promissory notes, including accrued interest, into shares of our Series Q Preferred

Diges converted $ 43,456 of outstanding principal plus accrued interest through September 3, 2025 into 13,580 restricted shares

of Series Q Preferred stock at a conversion price of $ 3.20 per share, and Mr.

Kircher converted $ 109,514 of outstanding principal plus

accrued interest through September 3, 2025 into 34,223 shares of Series Q Preferred stock at a conversion price of $ 3.20 per share.

November 19, 2025, such preferred shares were automatically converted to 13,580 and 34,223 shares of common stock, respectively, pursuant

shareholder approval obtained at the Company’s Annual Meeting of Shareholders.

November 4, 2025, the Company entered into a securities purchase agreement with KC Global Media Asia LLC, pursuant to which the Company

sold and issued 33,400 restricted shares of Common Stock of the Company at a purchase price of $ 3.00 per share, together with a warrant

to purchase up to 16,000 shares of Common Stock at an exercise price of $ 3.00 per share.

The warrant may be exercised on a cashless basis

and has a term of three years from the initial exercise date.

Andy Kaplan, one of our independent directors, is the Chairman of KC Global

Media Asia, LLC.

total amounts due to related parties at November 30, 2025 and February 28, 2025 totaled $ 3,000,000 and $ 61,526 , respectively.

12 - Stockholders’ Equity

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

TA Closing Shares.

Although the shares are legally common

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

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

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

Although the shares

are legally common stock, they are classified as mezzanine equity on the consolidated balance sheet due to contingent redemption rights

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

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

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

For further information regarding the TA Closing

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

further information regarding the TA Closing Shares and TA Acquisition shares, refer to Notes 2 and 6.

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

as amended (“Charter”).

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

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

At November 30, 2025 and February 28, 2025, there were 12,552,742 and 1,656,738 shares of common

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

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

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and 161,092 shares issued to investors in private

the third quarter of 2025, the Company issued 3,484,611 shares of common stock pursuant to the conversion of the outstanding shares of

Series I, J, K, L, M, N, O, P, and Q convertible preferred stock upon receipt of shareholder approval at the Annual Meeting of Stockholders,

60,000 shares of common stock in connection with various investor relations consulting contracts, 200,000 shares of common stock in connection

with strategic marketing and business development contracts, 10,000 shares of common stock as partial consideration pursuant to third

party contractor services, 34,993 shares of common stock to various vendors as settlement for outstanding invoices, 44,226 shares of

common stock pursuant to the cashless exercise of warrants, and 600,934 shares issued to investors in private placements.

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

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

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

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

November 19, 2025, following shareholder approval at the Company’s Annual Meeting of Shareholders, 3,484,611 shares of outstanding

convertible preferred stock were automatically converted into common shares of the Company on a one-for-one basis pursuant to the respective

Certificates of Designation.

aggregate of 33,316 and 3,106,616 shares of preferred stock were issued and outstanding at November 30, 2025 and February 28, 2025, respectively,

as further discussed below.

E Convertible Preferred Stock

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The Conversion Rate is also subject to adjustment for stock splits, dividends recapitalizations and similar events.

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

November 30, 2025, 316 shares of Series E Preferred were outstanding, which if converted as of November 30, 2025, including the make-whole

dividends, would have resulted in the issuance of 3,519 shares of common stock.

F Convertible Preferred Stock

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

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

stock as Series F Preferred.

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

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

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

of NTH in lieu of shares of Company common stock.

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

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

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

of Company common stock.

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

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

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

In any such vote, each holder is entitled

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

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

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

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

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

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

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

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

F Conversion Ratio”).

Liquidation .

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

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

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

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

G Convertible Preferred Stock

January 26, 2024, the Company filed a Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 100,000 shares of the Company’s preferred

stock as Series G Preferred, par value $ 0.001 per share.

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

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

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

on shares of Company common stock.

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

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

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

In any such vote, each holder is entitled

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

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

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

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

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

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

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

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

G Conversion Ratio”).

Liquidation .

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

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

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

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

with the terms of the Perpetual License Agreement.

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

common stock on March 15, 2024.

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

H Convertible Preferred Stock

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

August 31, 2025, 33,000 shares of Series H Preferred were outstanding, which if converted as of August 31, 2025, would have resulted

November 30, 2025, 33,000 shares of Series H Preferred were outstanding, which if converted as of November 30, 2025, would have resulted

in the issuance of 33,000 shares of common stock.

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of Nevada, to increase the number of shares of Series I Preferred to 692,945 shares.

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

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

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

on shares of Company common stock.

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

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

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

In any such vote, each holder is entitled to a number

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

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

the powers, preferences or rights given to the Series I Preferred or alter or amend the Series I Certificate of Designation, (ii) amend

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

enter into any agreement with respect to the foregoing.

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

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

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

“Series I Conversion Ratio”).

Liquidation .

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

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

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

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

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

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

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

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

Preferred at $ 3.02 per share, resulting in gross proceeds to the Company of $ 200,000 .

February 24, 2025, the Company entered into a securities purchase agreement (the “Series I Purchase Agreement”) with certain

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

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

the Company of $ 1,000,000 .

In addition, the Company issued 10,000 shares of Series I Preferred at $ 3.02 per share to an outside contractor

as payment for outstanding invoices.

February 24 2025, the Company entered into a debt conversion agreement with Greg Miller, an independent contractor of the Company, whereby

Miller and the Company agreed to convert $ 100,000 in deferred consulting fees owed to Mr.

Miller into 33,113 shares of Series I Preferred,

at a conversion price of $ 3.02 per share, and a warrant to purchase 33,113 shares of common stock (the “Miller Warrant”).

The Miller Warrant has an exercise price of $ 4.00 per share, becomes exercisable six months from the issuance date (subject to stockholder

approval of removal of the Exchange Cap), and shall expire three years from the initial exercise date (August 24, 2028).

Additionally,

if stockholder approval is not received by May 1, 2025, then the Miller Warrant shares will increase to 50,000 , and the exercise price

will decrease to $ 3.02 .

As such approval was not obtained by May 1, 2025, the exercise price of the Miller Warrant was reset to $ 3.02

and the number of shares of common stock issuable upon exercise of the Miller Warrant increased to 50,000 shares as of such date.

February 25, 2025, the Company issued 10,000 shares of Series I Preferred at $ 3.02 per share to the Company’s IT contractor as

payment for outstanding invoices.

Series I Preferred shall not be convertible and the Miller Warrant shall not be exercisable into shares of common stock until such date

that the Company obtains stockholder approval to remove the Exchange Cap (as described below).

August 31, 2025, 500,442 shares of Series I Preferred were outstanding, which if converted as of August 31, 2025, would have resulted

in the issuance of 500,442 shares of common stock.

November 19, 2025 all 500,442 shares of Series I Preferred were converted to common shares on a one-for-one basis, and as of November

30, 2025, no shares of Series I Convertible Preferred were outstanding.

J Nonvoting Convertible Preferred Stock

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preferred stock as Series J Preferred, par value $ 0.001 per share.

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

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

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

on shares of Company common stock.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series J Preferred are not entitled

to voting rights.

However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series J Preferred,

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

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

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

On the third business day after the date that the Company’s stockholders approve the conversion of Series J Preferred into shares

of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series J Preferred shall automatically be converted

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

subject to beneficial ownership limitations.

Liquidation .

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

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

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

December 31, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the

Company issued and sold an aggregate of 231,788 restricted shares of Series J Preferred, at a purchase price of $ 3.02 per share, resulting

in gross proceeds to the Company of $ 700,000 .

In addition, the Company issued a total of 66,000 shares of Series J Preferred to four

consultants for investor relations services.

Series J Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder

approval to remove the Exchange Cap.

August 31, 2025, 297,788 shares of Series J Preferred were outstanding, which if converted as of August 31, 2025, would have resulted

in the issuance of 297,788 shares of common stock.

November 19, 2025 all 297,788 shares of Series J Preferred were converted to common shares on a one-for-one basis, and as of November

30, 2025, no shares of Series J Convertible Preferred were outstanding.

K Nonvoting Convertible Preferred Stock

2 unchanged sentences

preferred stock as Series K Preferred, par value $ 0.001 per share.

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

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

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

on shares of Company common stock.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series K Preferred are not entitled

to voting rights.

However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series K Preferred,

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

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

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

On the third business day after the date that the Company’s stockholders approve the conversion of Series K Preferred into shares

of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series K Preferred shall automatically be converted

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

subject to beneficial ownership limitations.

Liquidation .

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

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

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

December 31, 2024, the Company issued an aggregate of 60,595 shares of Series K Preferred to a series of investors at a price of $ 3.02

per share as prepaid guaranteed interest in connection with the sale of an aggregate of $ 1,220,000 in promissory notes.

Series K Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder

approval to remove the Exchange Cap.

August 31, 2025, 60,595 shares of the Series K Preferred were outstanding, which if converted as of August 31, 2025, would have resulted

in the issuance of 60,595 shares of common stock.

November 19, 2025 all 60,595 shares of Series K Preferred were converted to common shares on a one-for-one basis, and as of November

30, 2025, no shares of Series K Convertible Preferred were outstanding.

L Nonvoting Convertible Preferred Stock

6 unchanged sentences

the number of shares of the Company’s preferred stock designated as Series L Preferred to 1,076,158 shares.

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

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

Holders of Series L Preferred will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally

available therefor, dividends in the amount of 12 % per annum per share of Preferred Stock (subject to appropriate adjustment in the event

of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock), and no more.

Dividends on the Preferred Stock shall be fully cumulative, shall accrue without interest and without compounding from the date of first

issuance, and shall, if declared by the Board, be payable quarterly in arrears on March 1, June 1, September 1 and December of each year.

All dividends on the Preferred Stock shall be payable (i) in shares of Common Stock of the Company at the Nasdaq Closing Price;

however, that such prices shall not be less than $ 3.02 per share, or (ii) cash, at the election of a majority of the independent directors.

Any dividend which shall not be paid on required dividend date on which it shall become due shall be deemed to be “past due”

until such dividend shall be paid or until the share of Preferred Stock with respect to which such dividend became due shall no longer

be outstanding, whichever is the earlier to occur.

In the event that any dividend becomes “past due” the per annum rate shall

increase to 14%.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series L Preferred are not entitled

to voting rights However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series L Preferred,

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

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

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

On the third business day after the date that the Company’s stockholders approve the conversion of Series L Preferred into shares

of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series L Preferred shall automatically be converted

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

subject to beneficial ownership limitations.

Liquidation .

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

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

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

December 31, 2024, the Company entered into debt conversion agreements with its chief executive officer, William Kerby, and chairman

of the board, Donald P.

Monaco (the “Related Parties”), whereby the Related Parties and the Company agreed to convert $ 1.75

million in existing unsecured promissory notes owed to the Related Parties for monies advanced to the Company into an aggregate of 579,469

restricted shares of Series L Preferred, at a purchase price of $ 3.02 per share.

February 24, 2025, the Company entered into debt conversion agreements with its chief executive officer, William Kerby, and chairman

of the board, Donald P.

Monaco, whereby the Related Parties and the Company agreed to convert $ 500,000 in deferred salary (Mr.

and $ 1.0 million in existing unsecured promissory notes owed for monies advanced to the Company (Mr.

Monaco), respectively, into an aggregate

of 496,687 restricted shares of Series L Preferred at a conversion price of $ 3.02 per share.

Series L Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder

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

August 31, 2025, 1,076,156 shares of the Series L Preferred were outstanding, which if converted as of August 31, 2025, would have resulted

in the issuance of 1,076,156 shares of common stock.

November 19, 2025 all 1,076,156 shares of Series L Preferred were converted to common shares on a one-for-one basis, and as of November

30, 2025, no shares of Series L Convertible Preferred were outstanding.

M Nonvoting Convertible Preferred Stock

2 unchanged sentences

preferred stock as Series M Preferred, par value $ 0.001 per share.

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

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

Holders of Series M Preferred will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally