What changed in this filing

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Item 1A. Risk Factors

2026-05-29 compared with 2025-05-29 · 188 added, 168 removed, 518 unchanged (41% of the section changed)

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cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war, such as Russia’s

invasion of Ukraine and the ongoing military conflict in Israel, resulting sanctions imposed by the U.S.

and other countries and retaliatory

actions taken by sanctioned countries in response to such sanctions;

invasion of Ukraine and the ongoing military conflicts in Israel and Iran, resulting sanctions imposed by the U.S.

and other countries

and retaliatory actions taken by sanctioned countries in response to such sanctions;

natural disasters or severe weather conditions, such as hurricanes, flooding and earthquakes;

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total accumulated deficit of $50,597,419.

We had a net loss of $10,198,684 for the fiscal year ended February 28, 2025 and $7,339,276

for the fiscal year ended February 29, 2024.

We had a net loss applicable to common stockholders of $16,247,596 for the fiscal year ended

February 28, 2026, and $10,198,684 for the fiscal year ended February 28, 2025.

are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry.

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be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern.

believe that, in the aggregate, it could require several millions of dollars to support and expand the marketing and development of our

products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office

space and systems for managing the business, and cover other operating costs until our planned revenue streams from all products are

fully implemented and begin to offset its operating costs.

We estimate that we will need to raise a minimum of $5.5 million in net proceeds

to continue operations for the next twelve months.

estimate that we will need to raise a minimum of $5.5 - $7.0 million in net proceeds to continue operations for the next twelve months,

and to support and expand the marketing and development of our products, repay debt obligations, provide capital expenditures for additional

equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs

until our planned revenue streams from all products are fully implemented and begin to offset its operating costs.

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

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relating to its indebtedness include:

our vulnerability to general adverse economic and industry conditions;

us to dedicate a portion of our cash flow from operations to principal and interest payments on our indebtedness, thereby reducing

the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate

it more difficult for us to optimally capitalize and manage the cash flow for our businesses;

our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;

placing us at a competitive disadvantage compared to our competitors that have less debt;

our ability to borrow additional funds or to borrow funds at rates or on other terms that we find acceptable.

increasing our vulnerability

to general adverse economic and industry conditions;

requiring us to dedicate

a portion of our cash flow from operations to principal and interest payments on our indebtedness, thereby reducing the availability

of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

making it more difficult

for us to optimally capitalize and manage the cash flow for our businesses;

limiting our flexibility

in planning for, or reacting to, changes in our businesses and the markets in which we operate;

possibly placing us at

a competitive disadvantage compared to our competitors that have less debt;

limiting our ability to

borrow additional funds or to borrow funds at rates or on other terms that we find acceptable.

distributors are unable to drive customers to our websites and/or we are unable to drive visitors to our websites, from search engines

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In addition, conducting international operations subjects the Company to risks that include:

cost and resources required to localize its services, which requires the translation of our websites and their adaptation for local

practices and legal and regulatory requirements;

the products and services we provide in foreign jurisdictions, as needed, to better address the needs of local owners, managers,

distributors and travelers, and the threats of local competitors;

subject to foreign laws and regulations, including those laws governing Internet activities, email messaging, collection and use of personal

information, ownership of intellectual property, taxation and other activities important to our online business practices, which may

be less developed, less predictable, more restrictive, and less familiar, and which may adversely affect financial results in certain

with companies that understand the local market better than we do or who have pre-existing relationships with suppliers, distributors

and travelers in those markets;

uncertainty regarding our liability for the transactions and content on our websites, including online bookings, property listings

and other content provided by suppliers, including uncertainty resulting from unique local laws or a lack of clear precedent of applicable

of familiarity with and the burden of complying with a wide variety of other foreign laws, legal standards and foreign regulatory

requirements, including invoicing, data collection and storage, financial reporting and tax compliance requirements, which are subject

to unexpected changes;

and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses;

associated with joint venture relationships and minority investments;

to variations in foreign payment forms;

in managing and staffing international operations and establishing or maintaining operational efficiencies;

in establishing and maintaining adequate internal controls and security over our data and systems;

exchange restrictions and fluctuations in currency exchange rates;

adverse tax consequences, which may be difficult to predict, including the complexities of foreign value added tax systems and restrictions

on the repatriation of earnings;

social and economic instability abroad, war, terrorist attacks and security concerns in general;

potential failure of financial institutions internationally;

or varied protection for intellectual property rights in some countries;

telecommunications and Internet service provider costs.

the cost and resources

required to localize its services, which requires the translation of our websites and their adaptation for local practices and legal

and regulatory requirements;

adjusting the products

and services we provide in foreign jurisdictions, as needed, to better address the needs of local owners, managers, distributors

and travelers, and the threats of local competitors;

being subject to foreign

laws and regulations, including those laws governing Internet activities, email messaging, collection and use of personal information,

ownership of intellectual property, taxation and other activities important to our online business practices, which may be less developed,

less predictable, more restrictive, and less familiar, and which may adversely affect financial results in certain regions;

competition with companies

that understand the local market better than we do or who have pre-existing relationships with suppliers, distributors and travelers

in those markets;

legal uncertainty regarding

our liability for the transactions and content on our websites, including online bookings, property listings and other content provided

by suppliers, including uncertainty resulting from unique local laws or a lack of clear precedent of applicable law;

lack of familiarity with

and the burden of complying with a wide variety of other foreign laws, legal standards and foreign regulatory requirements, including

invoicing, data collection and storage, financial reporting and tax compliance requirements, which are subject to unexpected changes;

laws and business practices

that favor local competitors or prohibit or limit foreign ownership of certain businesses;

challenges associated with

joint venture relationships and minority investments;

adapting to variations

in foreign payment forms;

difficulties in managing

and staffing international operations and establishing or maintaining operational efficiencies;

difficulties in establishing

and maintaining adequate internal controls and security over our data and systems;

currency exchange restrictions

and fluctuations in currency exchange rates;

potentially adverse tax

consequences, which may be difficult to predict, including the complexities of foreign value added tax systems and restrictions on

the repatriation of earnings;

political, social and economic

instability abroad, war, terrorist attacks and security concerns in general;

the potential failure of

financial institutions internationally;

reduced or varied protection

for intellectual property rights in some countries;

higher telecommunications

and Internet service provider costs.

in international markets also requires significant management attention and financial resources.

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sufficient to compensate us for all losses that may occur.

We do not have a comprehensive disaster recovery plan in every geographic region in which we conduct business, and

these systems and operations are vulnerable to damage or interruption from human error, misconduct, or catastrophic events.

of any disruption of service at such facilities or the failure by such facilities to provide our required data communications capacity,

we may not be able to switch to back-up systems immediately and it could result in lengthy interruptions or delays in our services.

have taken and continue to take steps to increase the reliability and redundancy of our systems.

These steps are expensive, may reduce

our margins, and may not be successful in reducing the frequency or duration of unscheduled downtime.

We do not have a comprehensive disaster recovery plan in every geographic

region in which we conduct business, and these systems and operations are vulnerable to damage or interruption from human error, misconduct,

or catastrophic events.

In the event of any disruption of service at such facilities or the failure by such facilities to provide our

required data communications capacity, we may not be able to switch to back-up systems immediately and it could result in lengthy interruptions

or delays in our services.

We have taken and continue to take steps to increase the reliability and redundancy of our systems.

steps are expensive, may reduce our margins, and may not be successful in reducing the frequency or duration of unscheduled downtime.

or material modification of our credit card acceptance privileges could have a material adverse effect on our business and operating

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to compete effectively.

protect our intellectual property, we rely on a combination of copyright, trademark and trade secret laws, contractual provisions

and our user policy and restrictions on disclosure.

Upon discovery of potential infringement of our intellectual property, we promptly

take action we deem appropriate to protect our rights.

We also enter into confidentiality agreements with our employees and consultants

and seek to control access to and distribution of our proprietary information in a commercially prudent manner.

protect our intellectual property, we rely on a combination of copyright, trademark and trade secret laws, contractual provisions and

our user policy and restrictions on disclosure.

Upon discovery of potential infringement of our intellectual property, we promptly take

action we deem appropriate to protect our rights.

We also enter into confidentiality agreements with our employees and consultants and

seek to control access to and distribution of our proprietary information in a commercially prudent manner.

The efforts we have taken

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us to pay significant damages and limit our ability to operate.

in the Internet and technology industries, and other trademark holders seeking to profit from royalties in connection with

grants of licenses, own large numbers of copyrights, trademarks and trade secrets and frequently enter into litigation based

on allegations of infringement or other violations of intellectual property rights.

There may be intellectual property rights held by

others, including issued or pending trademarks, that cover significant aspects of our technologies, content, branding or

business methods.

Any intellectual property claims against us, regardless of merit, could be time-consuming and expensive to settle or

litigate and could divert management’s attention and other resources.

These claims also could subject us to significant liability

for damages and could result in the Company having to stop using technology, content, branding or business methods found to be in violation

of another party’s rights.

We might be required or may opt to seek a license for rights to intellectual property held by others,

which may not be available on commercially reasonable terms, or at all.

If we cannot license or develop technology, content, branding

or business methods for any allegedly infringing aspect of our business, we may be unable to compete effectively.

Even if a license is

available, we could be required to pay significant royalties, which could increase our operating expenses.

We may also be required to

develop alternative non-infringing technology, content, branding or business methods, which could require significant effort and expense

and be inferior.

Any of these results could harm our operating results.

in the Internet and technology industries, and other trademark holders seeking to profit from royalties in connection with grants of

licenses, own large numbers of copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of

infringement or other violations of intellectual property rights.

There may be intellectual property rights held by others, including

issued or pending trademarks, that cover significant aspects of our technologies, content, branding or business methods.

Any intellectual

property claims against us, regardless of merit, could be time-consuming and expensive to settle or litigate and could divert management’s

attention and other resources.

These claims also could subject us to significant liability for damages and could result in the Company

having to stop using technology, content, branding or business methods found to be in violation of another party’s rights.

be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially

reasonable terms, or at all.

If we cannot license or develop technology, content, branding or business methods for any allegedly infringing

aspect of our business, we may be unable to compete effectively.

Even if a license is available, we could be required to pay significant

royalties, which could increase our operating expenses.

We may also be required to develop alternative non-infringing technology, content,

branding or business methods, which could require significant effort and expense and be inferior.

Any of these results could harm our

operating results.

the businesses and/or assets that we have acquired or invested in do not perform as expected or we are unable to effectively integrate

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acquisition activity involves numerous risks, including the following:

in integrating and managing the combined operations, technologies, technology platforms and products of the acquired businesses and

realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and

delays or other operational, technical or financial problems;

or regulatory challenges or post-acquisition litigation, which could result in significant costs or require changes to the businesses

or unwinding of the transaction;

of the acquired company or assets to achieve anticipated revenue, earnings or cash flow;

of management’s attention or other resources from our existing business;

inability to maintain key distributors and business relationships, and the reputations of acquired businesses;

resulting from entering markets in which we have limited or no prior experience or in which competitors have stronger market positions;

dependence on unfamiliar affiliates and partners of acquired businesses;

unanticipated

costs associated with pursuing acquisitions;

of acquired businesses, which may not be disclosed to us or which may exceed our estimates, including liabilities relating to non-compliance

difficulties in integrating

and managing the combined operations, technologies, technology platforms and products of the acquired businesses and realizing the

anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other

operational, technical or financial problems;

legal or regulatory challenges

or post-acquisition litigation, which could result in significant costs or require changes to the businesses or unwinding of the

failure of the acquired

company or assets to achieve anticipated revenue, earnings or cash flow;

diversion of management’s

attention or other resources from our existing business;

our inability to maintain

key distributors and business relationships, and the reputations of acquired businesses;

uncertainty resulting from

entering markets in which we have limited or no prior experience or in which competitors have stronger market positions;

our dependence on unfamiliar

affiliates and partners of acquired businesses;

unanticipated costs associated

with pursuing acquisitions;

liabilities of acquired

businesses, which may not be disclosed to us or which may exceed our estimates, including liabilities relating to non-compliance

with applicable laws and regulations, such as data protection and privacy controls;

in assigning or transferring to us or our subsidiaries intellectual property licensed to companies we acquired;

loss of key employees of the acquired companies;

in complying with antitrust and other government regulations;

in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements

in accordance with U.S.

difficulties in assigning

or transferring to us or our subsidiaries intellectual property licensed to companies we acquired;

potential loss of key employees

of the acquired companies;

difficulties in complying

with antitrust and other government regulations;

challenges in integrating

and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance

generally accepted accounting principles;

accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships

or intellectual property, are later determined to be impaired and written down in value.

potential accounting charges

to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships or intellectual

property, are later determined to be impaired and written down in value.

we rely heavily on the representations and warranties provided to us by the sellers of acquired companies and assets, including as they

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those discussed previously in this “Risk Factors” section and others, such as:

or failures in the commercialization of our current or future products and services;

variations in our results of operations or those of our competitors;

in our earnings estimates or recommendations by securities analysts or adverse publicity about us or our products or services;

announcements

by us or our competitors of new products and services, significant contracts, commercial relationships, acquisitions or capital commitments;

developments with respect to our intellectual property rights;

of litigation involving us or our competitors;

major changes in our Board of Directors or management;

conditions in our industry;

in laws and regulations applicable to our business;

economic conditions in the United States and abroad.

delays or failures in the

commercialization of our current or future products and services;

quarterly variations in

our results of operations or those of our competitors;

changes in our earnings

estimates or recommendations by securities analysts or adverse publicity about us or our products or services;

announcements by us or

our competitors of new products and services, significant contracts, commercial relationships, acquisitions or capital commitments;

adverse developments with

respect to our intellectual property rights;

commencement of litigation

involving us or our competitors;

any major changes in our

Board of Directors or management;

market conditions in our

Changes in laws and regulations

applicable to our business;

general economic conditions

in the United States and abroad.

addition, the stock market, in general, has recently experienced, and may continue to experience, broad market fluctuations, which may

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letter or initiate delisting proceedings.

Company received multiple notifications from Nasdaq staff (the “Staff”) in the year ended February 28, 2025 regarding non-compliance

with continued listing requirements, including as a result of our stockholders’ equity falling below the $2,500,000 minimum requirement,

the untimely filing of our Annual Report on Form 10-K for the fiscal year ended February 24, 2024 and our Quarterly Report on Form 10-Q

for the first quarter ended May 31, 2024 and our failure to hold our annual meeting of stockholders within twelve months from the end

of our fiscal year ended February 29, 2024.

Although we believe that we have regained compliance with all applicable continued listing

requirements, there can be no assurance that we will continue to maintain such compliance.

If we are unable to maintain compliance with

the continued listing requirements of Nasdaq, our common stock could be delisted, making it could be more difficult to buy or sell our

securities and to obtain accurate quotations, and the price of our securities could suffer a material decline.

Delisting could also impair

our ability to raise capital.

we are unable to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, making it

could be more difficult to buy or sell our securities and to obtain accurate quotations, and the price of our securities could suffer

a material decline.

Delisting could also impair our ability to raise capital.

may experience significant dilution as a result of future equity offerings or the conversion of outstanding shares of our convertible

preferred stock.

order to raise additional capital, we may sell additional shares of our common stock, including pursuant to the Securities Purchase Agreement

we entered into with Alumni Capital LP (“Alumni”) on September 19, 2024, or other securities convertible into or exchangeable

order to raise additional capital, we may sell additional shares of our common stock, or other securities convertible into or exchangeable

for our common stock.

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Additionally,

as of May 28, 2025, there were 3,388,875 shares of our preferred stock are outstanding, consisting of 316 shares of Series E Preferred

Stock, 33,000 shares of Series H Preferred Stock, 500,442 shares of Series I Preferred Stock, 297,788 shares of Series J Preferred Stock,

60,595 shares of Series K Preferred Stock, 1,076,156 shares of Series L Preferred Stock, 133,278 shares of Series M Preferred Stock,

500,000 shares of Series N Preferred Stock, 443,549 shares of Series O Preferred Stock, and 343,750 shares of Series P Preferred Stock.

A significant number of such shares of preferred stock will automatically convert into shares of our common stock at such time, if ever,

we received stockholder approval of such conversions in accordance with applicable Nasdaq rules.

Conversion of such shares of preferred

stock into shares of our common stock by the holders thereof will result in significant dilution to holders of shares of our common stock.

as of May 28, 2026, there were 558,737 shares of our preferred stock are outstanding, consisting of 150,000 shares of Series A Preferred

Stock, 408,421 shares of our Series B Preferred Stock, and 316 shares of Series E Preferred Stock.

The Series A Preferred Stock will

automatically convert into shares of our common stock at such time, if ever, we received stockholder approval of such conversions in

accordance with applicable Nasdaq rules.

outstanding warrants may result in further dilution to our stockholders .

As of May 28, 2025, there were warrants to purchase an aggregate of 3,122,772

shares of our common stock outstanding.

Of such outstanding warrants, warrants to purchase an aggregate of 237,429 shares of our common stock contain so-called full-ratchet

anti-dilution adjustments in the event we sell or issue shares of common stock or common stock equivalents at an effective price less

than the exercise price of such warrants, subject to certain exceptions.

Of these warrants, warrants with an aggregate exercise price

of $717,036 also provide for a ratable increase in the number of shares purchasable upon exercise of the warrants in the event the exercise

price per share of the warrants is reduced.

The anti-dilution adjustments of the foregoing outstanding warrants would be triggered by future issuances

of shares of our common stock at a price per share below the then-exercise price of such warrants, which adjustments would have a further

dilutive effect on our stockholders.

of May 28, 2026, there were warrants to purchase an aggregate of 4,957,011 shares of our common stock outstanding, which if exercised,

would result in significant dilution to holders of our shares of common stock.

do not intend to pay dividends on our common stock, and your ability to achieve a return on your investment will depend on appreciation

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of May 28, 2026, we had 14,493,468 outstanding shares of common stock.

Future sales of a large number of our shares, or the issuance of

shares issuable upon exercise of our outstanding warrants and stock options or conversion of outstanding shares of our convertible preferred

stock, or the perception that a large number of shares may be sold, could have a material adverse effect on the trading price of our

common stock.

Future sales of a large number of our shares, or the issuance

of shares issuable upon exercise of our outstanding warrants and stock options or conversion of outstanding shares of our convertible

preferred stock, or the perception that a large number of shares may be sold, could have a material adverse effect on the trading price

of our common stock.

we fail to maintain effective internal control over financial reporting, the market price of our securities may be adversely affected.

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These provisions include the following:

classified Board of Directors with three-year staggered terms, which may delay the ability of stockholders to change the membership

of a majority of our Board of Directors;

cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

exclusive right of our Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors

or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of

ability of our Board of Directors to alter our Bylaws without obtaining stockholder approval;

required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend

or repeal our Bylaws or repeal the provisions of our Charter and Bylaws regarding the election and removal of directors;

prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting

of our stockholders;

requirement that a special meeting of stockholders may be called only by the chairman of the Board of Directors, the chief executive

officer, the president (in the absence of a chief executive officer) or the Board of Directors, which may delay the ability of our

stockholders to force consideration of a proposal or to take action, including the removal of directors;

notice procedures that stockholders must comply with in order to nominate candidates to our Board of Directors or to propose matters

to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation

of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

a classified Board of Directors

with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our Board

of Directors;

no cumulative voting in

the election of directors, which limits the ability of minority stockholders to elect director candidates;

the exclusive right of

our Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors or the resignation,

death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors;

the ability of our Board

of Directors to alter our Bylaws without obtaining stockholder approval;

the required approval of

the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our Bylaws

or repeal the provisions of our Charter and Bylaws regarding the election and removal of directors;

a prohibition on stockholder

action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

the requirement that a

special meeting of stockholders may be called only by the chairman of the Board of Directors, the chief executive officer, the president

(in the absence of a chief executive officer) or the Board of Directors, which may delay the ability of our stockholders to force

consideration of a proposal or to take action, including the removal of directors;

advance notice procedures

that stockholders must comply with in order to nominate candidates to our Board of Directors or to propose matters to be acted upon

at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to

elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

provisions could inhibit or prevent possible transactions that some stockholders may consider attractive.

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As of May 28, 2026, 558,737 shares of our preferred stock are outstanding, consisting

of 316 shares of Series E Preferred Stock, 33,000 shares of Series H Preferred Stock, 500,442 shares of Series I Preferred Stock, 297,788

shares of Series J Preferred Stock, 60,595 shares of Series K Preferred Stock, 1,076,156 shares of Series L Preferred Stock, 133,278

shares of Series M Preferred Stock, 500,000 shares of Series N Preferred Stock, 443,549 shares of Series O Preferred Stock, and 343,750

shares of Series P Preferred Stock.

As a result, there is a possible negative effect on the market price of our common shares resulting

from the public sale or perceived sale of common shares issuable upon conversion or exercise of these securities.

of 150,000 shares of Series A Preferred Stock, 408,421 shares of Series B Stock, and 316 shares of Series E Preferred Stock.

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-K

Item 1A. Risk Factors