What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-05-29 compared with 2025-05-29 · 885 added, 262 removed, 174 unchanged (87% of the section changed)

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Statements” immediately preceding Part I of this Report.

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

group and business travelers to the world.

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

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

planning and booking.

We market our travel services through several core brands including NextTrip Vacations (direct-to-consumer leisure

travel), Five Star Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized corporate travel) and differentiate

our platform through specialty features, including specialized widgets for our Groups Platform and Travel Agent Platform, as well PayDlay,

a delayed payment booking option.

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

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

constitute a separate high-margin advertising revenue stream.

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

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

of the key pillars of the NextTrip ecosystem is NextTrip Vacations, which is our core platform, powered by NXT2.0, delivering seamless

booking and customizable travel options across airlines, hotels, cruise, ground activities, and more.

We have enhanced our offerings

to include luxury travel products and services with our recent acquisition of Five Star Alliance, providing travelers with curated packages

and detailed trip planning information through an intuitive booking system and/or its concierge help desk.

Such additional product offering

highlights include:

NextTrip Leisure

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

travel options.

NextTrip Luxury &

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

reporting, concierge services, and 24/7 support.

NextTrip Cruises

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

Travelers benefit

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

NextTrip Solutions

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

support travel agents – the Travel Agent Platform.

NextTrip Media –

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

digital experiences.

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

ambition is to build a next-generation travel solution for consumers, allowing them to better research and explore desired travel destinations.

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

to guide and support them throughout the travel experience.

Presently, we generate revenue through two core methods:

travel bookings

and advertising revenue.

Leisure travel bookings currently generate the majority of our nominal revenues.

This includes the sale of travel

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

We also currently generate nominal advertising revenues through our media and advertising ecosystem.

Our advertising revenue strategy

is two-pronged:

(1) as the number of viewers/users of Travel Magazine, Journy.tv and Compass.tv grows, it drives the advertising rates

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

generated from our media platforms, which are expected to become a key driver of higher margin revenue than those earned from travel

product sales, growth in our audience will provide additional opportunities for us to promote our own travel offerings to highly targeted

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

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

While the products we have introduced

to date (See above “ NXT2.0 Platform Features – Existing Features ”) are now functional and responsible for the

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

to the established travel industry leaders.

Our ability to capitalize on our existing travel technology platforms is severely restricted

due to the lack of funding to drive marketing programs.

Enhancements to the existing platforms along with the introduction of new programs

under development (See above “ NXT2.0 Platform Features – Features in Development ”) are needed to complete the

we are at an early stage of commercial development and have only nominal revenues to date, our ability to implement our business plan

depends on our ability to successfully expand our supplier relationships, attract customers, and secure adequate capital to fund marketing

and future product development.

There can be no assurance that we will be able to do so.

is an early-stage, technology-forward travel and media company operating at the intersection of premium video content and online

travel commerce.

Our strategy is to bring together premium travel content, global audience reach, proprietary booking technology, and

concierge-supported travel services into a single, integrated ecosystem that guides consumers across the full travel journey—from

inspiration and discovery, through planning, to booking and post-sale servicing.

We refer to this integrated model as our “Watch.

Go.” content-to-commerce strategy.

operate and report our business in two segments—Travel and Media—that are designed to function as a single, mutually reinforcing

Our Media segment builds awareness and audience scale, generates advertising revenue, and channels high-intent travel consumers

into our Travel segment, where those consumers transact through our proprietary booking platforms.

The discussion that follows in this

Item 7 should be read together with the more detailed description of our business in Part I, Item 1 (Business), the risk factors in Part

I, Item 1A (Risk Factors), and our consolidated financial statements and related Notes in Part II, Item 8.

Operating Segments

Travel segment comprises our travel booking and commerce operations.

It includes our proprietary NXT2.0 booking platform and all booking-oriented

brands and products, including NextTrip Vacations (direct-to-consumer leisure), Five Star Alliance (luxury hotel and cruise bookings),

TA Pipeline (group and MICE travel), NextTrip Cruise, the Groups Platform, the Travel Agent Platform, JournyGO (our agentic AI-powered

Go.” booking ecosystem launched on March 31, 2026), and Travel Magazine Pro™ (our advisor-focused,

content-to-commerce platform).

The Travel segment also includes our PayDlay deferred-payment booking option.

segment revenue is generated principally through commissions, markups, and service fees on travel bookings across hotels, vacation rentals,

cruises, packages, and related travel services, as well as advisor-driven commissions and attribution-based fees through Travel Magazine

Product sales are structured either as commission-based transactions, where the supplier or wholesaler controls pricing (which

is the case for most Five Star Alliance product), or under direct, negotiated supplier contracts in which we set retail pricing (which

is the case for most NXT2.0 product).

Commission-based travel is generally lower margin than direct-contract travel.

Our strategy emphasizes

higher-value travel categories—luxury, cruise, and groups—which we believe offer higher transaction values, repeat-purchase

behavior, and stronger service economics.

Media segment comprises our content creation, audience development, media distribution, and advertising monetization operations.

JOURNY.tv (our owned global travel media network, into which we are integrating the GoUSA TV content library and distribution assets

acquired from Brand USA in February 2026), our joint venture with KC Global Media for international expansion across India, Southeast

Asia, Africa, and Australia/New Zealand, and Travel Magazine, our editorial travel content platform.

We expect combined JOURNY.tv and

GoUSA TV assets to support media distribution reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected

TV, mobile, and digital platforms.

segment revenue is generated primarily through advertising, sponsorships, branded content, and destination marketing programs.

to direct monetization, the Media segment functions as a demand-generation engine for the Travel segment by engaging travel audiences

at scale and reducing our reliance on third-party paid-marketing channels.

We believe that as our audience grows, advertising rates and

inventory utilization will rise, and our ability to convert viewer engagement directly into bookings—particularly through JournyGO

and our perpetually licensed Promethean interactive video overlay technology—will increase the effective yield of our Media assets.

Content-to-Commerce Model

platform is organized around four core elements that, taken together, form the “Watch.

Go.” pathway from discovery

to confirmed booking:

and Inspiration —travel programming and editorial storytelling delivered through JOURNY.tv (including integrated GoUSA TV

content), the KC Global Media joint venture, and Travel Magazine.

Discovery and Planning —editorial

content, agentic AI-powered personalization, and search tools (including through Travel Magazine Pro™) that translate audience

engagement into booking intent.

Booking and Commerce —direct

transaction capabilities through NXT2.0 and affiliated booking platforms, covering leisure, luxury, cruise, group, and business travel.

Service and Support —concierge

and call-center infrastructure supporting higher-value experiences and complex itineraries.

our perpetually licensed interactive video overlay platform, is the connective tissue of this model:

it embeds contextual advertisements

and bookable calls-to-action directly within streaming video content, allowing viewers to move from JOURNY.tv into NXT2.0 transactions

without leaving the viewing experience.

We believe this integration is intended to reduce customer acquisition costs over time by leveraging

owned media audiences, while also generating an independent stream of advertising revenue.

Fiscal 2026 Developments

transactions and product launches during, and shortly after, the fiscal year ended February 28, 2026 materially expanded the scope of

our operations and the basis for the period-over-period comparisons that follow.

These developments shape the discussion of results of

operations, liquidity, and capital resources in this Item 7 and are summarized below.

of Five Star Alliance (April 2025).

We completed the acquisition of FSA Travel, LLC, adding a curated portfolio of over 5,000

luxury hotels and resorts, an industry-leading 4.9-star Trustpilot rating, and approximately 400,000 monthly site visitors, for aggregate

consideration of $1.4 million in cash and 443,549 shares of Series O Nonvoting Convertible Preferred Stock.

Acquisition of TA Pipeline

(August 2025).

We acquired TA Pipeline LLC, a group travel and MICE platform supporting groups ranging from 50 to 5,000 travelers,

for $443,168 in cash and 96,774 restricted shares, plus a contingent earnout.

Subsequent to year-end, the former TA Members submitted

a put-option exercise notice that we declined to honor;

the dispute is in discussion, and the related accounting and contingencies

are addressed elsewhere in this Item 7.

JOURNY.tv Asset Purchase

(April 2025).

We purchased trademarks, domains, applications, and certain distribution agreements relating to the JOURNY.tv business

from Ovation LLC for $300,000 in cash and 20,000 restricted shares, together with a related non-exclusive license.

KC Global Media Joint

Venture (July 2025).

We entered into a joint venture with KC Global Media to accelerate JOURNY.tv’s international distribution

and advertising monetization across India, Southeast Asia, Africa, and Australia/New Zealand.

GoUSA TV Asset Purchase

(February 2026).

We acquired select content, brand, and distribution assets of GoUSA TV from Brand USA for $350,000 in cash and $350,000

of restricted shares, plus a 15% advertising-revenue royalty and a destination-booking royalty over a three-year period (subject

to specified minimum quarterly payments).

GoUSA TV historically reached an estimated 200+ million viewers globally, and we are integrating

its U.S.-focused content into JOURNY.tv.

Blue Fysh Share Exchange

(February 2025).

We acquired a 10% interest in Blue Fysh Holdings Inc.

in exchange for 483,000 shares of Series N Nonvoting Convertible

Preferred Stock, supporting digital out-of-home distribution and advertising sales for our Media properties.

NextTrip Cruise Launch

(March 2025).

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

Travel Magazine Pro™

We launched Travel Magazine Pro™, our advisor-focused, content-to-commerce platform combining premium editorial,

intelligent CRM, and embedded commerce, with dynamic packaging enabled by licensed integrations with Worldia.

JournyGO and JOURNY

iOS App Launch (March 31, 2026 — subsequent to year-end).

We launched JournyGO, our next-generation agentic AI-powered

consumer engagement and booking ecosystem, together with the JOURNY app on Apple iOS.

JournyGO is the commercial activation layer

of our content-to-commerce strategy and is reported within the Travel segment.

Issuance of Contingent

Following Nasdaq’s March 2025 approval of our initial listing application, we issued 4,393,993 Contingent Shares

in connection with previously satisfied milestones under the NextTrip Acquisition Share Exchange Agreement;

on May 5, 2025, the remaining

1,450,000 Contingent Shares were issued in satisfaction of the fourth and final milestone.

revenue strategy is built on two complementary streams that we expect, over time, to reinforce one another.

The Travel segment generates

revenue through commissions, markups, and service fees on travel bookings, with our higher-margin direct-contract inventory supplemented

by broad third-party API content from suppliers including Expedia, Nuitée, Global Distribution Systems, and Signature Travel Network

(via Five Star Alliance).

The Media segment generates revenue through advertising, sponsorships, branded content, and destination marketing

programs across JOURNY.tv (including integrated GoUSA TV) and Travel Magazine, with revenue per audience member expected to scale as

audience size and engagement grow.

We expect the deployment of JournyGO and the Promethean overlay technology to further enhance both

streams by converting Media viewership into Travel bookings and supporting higher advertising CPMs through demonstrated audience action

are in the early stages of rolling out this two-segment model.

While the products introduced to date are functional and have generated

nominal revenues, those revenue streams remain small and variable relative to established travel industry leaders.

Our ability to capitalize

on the platform is constrained by the level of funding available for marketing programs.

The timing of planned rollouts is therefore

dependent on our ability to raise additional capital, although we believe that most planned programs can be delivered within approximately

180 days of obtaining the necessary funding.

experience seasonal fluctuations in demand for our Travel segment products and services.

Bookings on our platforms tend to be highest

from January to June, moderate from July through September, and lower from October through December.

Because revenue for most of our

travel products is recognized when the travel takes place rather than when it is booked, recognized travel revenue typically lags bookings

by several weeks to several months, with the majority of revenue recognized in the summer months (June, July, and August) and during

the winter holidays (November and December).

Our Media segment revenues are also subject to seasonal advertising market conditions, with

advertising spend typically higher in the second half of the calendar year.

The reader should consider these seasonal dynamics when evaluating

period-over-period comparisons that follow in this Item 7.

Operations, Going Concern, and Use of Capital

are at an early stage of commercial development.

We have generated only nominal revenues to date, have limited operating history at our

current scale, and have minimal brand awareness in our target markets.

Our ability to execute our business plan depends on our ability

to expand supplier relationships, attract customers, and secure adequate capital to fund marketing initiatives and continued product

There can be no assurance that we will be able to do so on terms acceptable to us, or at all.

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

about our ability to continue as a going concern for 12 months from the date of filing of this Annual Report on Form 10-K for the fiscal

year ended February 28, 2026.

The report of our registered independent public accounting firm filed with this Annual Report contains

a going concern qualification.

We expect to continue to incur net losses and negative cash flows from operations for the foreseeable

future as we invest in technology enhancements, supplier relationships, media content, and marketing initiatives.

Throughout this Item

7, statements regarding operational achievements, integrated ecosystem capabilities, planned product rollouts, or growth opportunities

should be read in light of these conditions.

Management Evaluates the Business

evaluate performance on a segment basis.

Additional information regarding our Travel and Media segments, including segment results of

operations and the impact of the fiscal 2026 acquisitions and product launches described above, is provided in the “Results of

Operations” discussion that follows in this Item 7 and in the segment reporting note to the Consolidated Financial Statements included

in Part II, Item 8.

Accounting Policies and Estimates

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

in Note 1 – Business Description and Going Concern in the Notes to the Consolidated Financial Statements included in Part II, Item

8, “Financial Statements and Supplementary Data” of this Report.

in Note 2 – Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part II,

Item 8, “Financial Statements and Supplementary Data” of this Report.

However, we do not believe that there are any alternative

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of our assets and liabilities within the next financial year is referenced in the notes to the financial statements as follows:

assessment of our ability to continue as a going concern;

measurement and useful life of intangible assets and property and equipment;

Recoverability

of long-lived assets

The assessment of our ability to

continue as a going concern;

The measurement and useful life of intangible assets

and property and equipment;

Recoverability of long-lived assets

accounts receivable are recorded at the invoiced amount and do not bear interest.

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accordingly, no allowance for credit losses is required.

amounts become uncollectible, they will be charged to operations when that determination is made.

become uncollectible, they will be charged to operations when that determination is made.

accounts receivable balances as of February 28, 2026 and February 28, 2025, were $119,168 and $22,567, respectively.

from NextPlay under the promissory note, as described in Note 1 – Business Description and Going Concern in the Notes to the Consolidated

Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Report, were $0 and

$1,000,000 at February 28, 2025 and February 29, 2024, respectively.

Management has determined that, since NextPlay is in involuntary

bankruptcy proceedings and is in default under the terms of the promissory note, collectability of the entire related party receivable

as of February 28, 2025 is uncertain, and has therefore established an allowance for credit losses of $2,567,665.

Company measures separately acquired intangible assets at cost less accumulated amortization and impairment losses.

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of use of its intangible assets at least annually.

Changes in the expected useful life or period of consumption of future economic benefits

associated with the asset are accounted for prospectively by changing the amortization method or period as a change in accounting estimates

in profit or loss.

The Company has assessed the useful life of its trademarks as indefinite.

This process requires management to make assumptions and estimates which involve significant

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

in the expected useful life or period of consumption of future economic benefits associated with the asset are accounted for prospectively

by changing the amortization method or period as a change in accounting estimates in profit or loss.

The Company has assessed the useful

life of its trademarks as indefinite.

estimated useful lives for the Company’s finite life intangible assets are as follows:

Estimated useful life

Straight line

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readily marketable, such as non-public entities, fair value is not typically recognized in the financial statements unless the investment

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

However, two obligations

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

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

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

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

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

year after closing.

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

for TA Pipeline’s performance.

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

the amounts we record may change from period to period.

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

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

of Intangible Assets

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limited to, the following:

The Company is primarily

responsible for fulling the promise to provide such travel product.

The Company has inventory

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

The Company has discretion

in establishing the price for the specified travel product.

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

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

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

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

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and requires estimates of several inputs to the model, including risk-free interest rates, dividends, and expected volatility of our

These assumptions are based on historical data and market conditions but involve judgment about future trends.

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

from period to period.

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

leading to higher compensation expense.

reporting is considered a critical accounting policy because it requires management to exercise judgment in identifying operating segments,

determining how those segments are aggregated into reportable segments, and determining the information reviewed by our Chief Operating

Decision Maker (“CODM”) for purposes of allocating resources and assessing performance.

Our determination of reportable segments

is based on multiple factors, including the nature of the products and services offered, the types of customers served, the economic

characteristics of each business, and the manner in which financial information is reviewed by our CODM.

Our CODM is our Chief Executive

response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in

the information that he regularly reviews for purposes of allocating resources and assessing performance.

This change was driven primarily

by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv,

which expanded our media operations.

As a result of these changes, we updated our internal reporting structure and, beginning in the

third quarter of fiscal year 2026, we report our financial performance based on two reportable segments:

Travel and Media.

Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory

and a platform for curating personalized experiences and efficient trip planning and booking.

In addition, Five Star Alliance provides

luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity

Our Media segment consists of JOURNY.tv, a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”)

and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine,

an online travel magazine that provides articles, tips, guides, and inspiration for travelers.

We leverage our media brands as strategic

tools to generate travel bookings by integrating content, marketing, and booking technology, as well as generating advertising revenues

from third-party content.

primary measure of segment performance is Operating Income (Loss).

Operating Income (Loss) for the Travel and Media segments includes

direct expenses attributable to each segment, as well as allocations of certain expenses, primarily salaries and benefits, third-party

contractors, sales and marketing, and technology costs.

These allocations are based primarily on transaction volumes and other usage-based

Shared corporate expenses, including accounting, human resources, certain information technology costs, legal, audit, investor

relations, directors’ compensation, stock-based compensation expense, amortization of intangible assets, and corporate development

costs, are not allocated to the reportable segments and are included within Corporate.

the Travel and Media segments were newly formed during fiscal year 2026, the financial reporting framework supporting segment reporting

continues to evolve.

While the CODM currently uses Operating Income (Loss) in the monthly financial review process to assess segment

performance, he is continuing to review and refine the nature, level of detail, and frequency of the financial information provided in

order to determine how it will ultimately be used in decision-making, including resource allocation, budgeting, forecasting, and performance

As the segments mature, the metrics reviewed by the CODM, the cost allocation methodologies applied, and the presentation

of segment information may change to better reflect how the business is managed.

CODM does not regularly review asset information by segment, and as a result, depreciation and amortization are excluded from the segment

performance measure.

Accordingly, we do not report segment assets, as such information would not be meaningful.

change in reportable segments did not result from a change in accounting principle, but rather reflects a change in internal reporting

and management approach following fiscal year 2026 acquisitions and expanded business activities.

Segment information for prior periods

has been recast to conform to the current presentation to provide consistency and comparability across periods.

Any future refinements

to segment reporting will reflect changes in management’s internal reporting and decision-making processes rather than changes

in accounting principles.

When applicable, we will disclose such changes and recast prior-period segment information as necessary to

maintain comparability.

of Operations

Ended February 28, 2026 Compared to the Year Ended February 28, 2025

the year ended February 28, 2025, we recognized revenue of $501,423 as compared to $ 458,752 in

the same period in 2024, an increase of $42,671, or 9%.

The increase was a result of the continued implementation of our booking engine

and expanded product offerings.

of revenue for the year ended February 28, 2025, was $498,121 as compared to $ 397,532 for

the same period in 2024, an increase of $100,589, or 25%.

The increase was attributable to the increase in revenue in the year ended

February 28, 2025, as compared to the same period in 2024.

expenses totaled $7,416,731 for the year ended February 28, 2025, versus $5,740,577 for the year ended February 29, 2024.

of $1,676,154, or 29%, was due to an increase in Salaries and Benefits of $1,026,176, an increase in technology expenses of $531,866,

an increase in professional service fees of $809,973, an increase in organization costs of $188,613, and an increase in other operating

expenses of $160,539.

Partially offsetting these increases were a decrease in stock based compensation expenses of $48,638, a decrease

in general and administrative expenses of $56,765, a decrease in sales and marketing expenses of $177,084, and a decrease in depreciation

and amortization of $755,526.

and benefits expenses were $2,630,663 for the year ended February 28, 2025, as compared to $1,604,487 for the same period in 2024.

increase of $1,026,176 or 64% was the result of an increase in salary expense of $762,052 and payroll taxes of $138,669 due to an increase

in headcount, and increased benefits costs of $82,125 due to higher insurance premiums and an increase in the employer contribution toward

employee health plans, an increase in bonus expense of $40,000, and an increase in severance expense of $38,141.

Partially offsetting

these increases was a decrease in SARs compensation of $34,926.

Based Compensation

based compensation totaled $67,874 for the year ended February 28, 2025, versus $116,512 for the year ended February 29, 2024, a decrease

Months Ended February 28

for the twelve months ended February 28, 2026 was $3,715,528, as compared to $501,423 for the same period in 2025, an increase of $3,214,105,

The increase was primarily due to group travel-related revenues, a payment from Signature Travel Network as a result FSA’s

membership in the Signature consortia, and commission income generated in connection with the Five Star Alliance luxury travel bookings.

In addition, our Media segment generated $94,723, primarily from direct advertising sales and programmatic revenues.

cost of revenue for the twelve months ended February 28, 2026 was $3,063,042, as compared to $498,121 for the same period in 2025, an

increase of $2,564,921, or 515%.

The increase was primarily attributable to the increase in sales from fiscal year 2026 as compared to

fiscal year 2025.

gross margin for the twelve months ended February 28, 2026 was 18%, as compared to 1% for the same period in 2025.

The improvement in

gross margin is primarily attributable to revenue from FSA travel bookings, group travel bookings which have higher margins than NextTrip

travel bookings, and direct advertising sales.

total operating expenses for the twelve months ended February 28, 2026 were $17,017,660, as compared to $7,416,731 for the same period

in 2025, an increase of $9,600,929, or 129%.

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

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

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

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

impairment charges totaled $8,891,821, or 52% of our operating expenses for the twelve months ended February 28, 2026, and $1,142,204,

or 15% of our operating expenses for the same period in 2025.

and benefits costs were $2,804,118 for the twelve months ended February 28, 2026, as compared to $2,630,663 for the same period in 2025,

an increase of $173,455, or 7%.

The increase was comprised of:

(a) an increase in salaries of $156,907 due to the addition of five new

(b) an increase in taxes and benefits of $64,003;

and (d) an increase in commission of $4,351;

partially offset by a decrease in bonus expense of $33,810, and a decrease in severance

expense of $33,766.

compensation was $193,125 for the twelve months ended February 28, 2026, as compared to $67,874 for the same period in 2025.

This increase

of $125,251, or 185%, was due to an increase in stock options expense of $97,211, and an increase in stock grants to employees of $28,040

incurred general and administrative costs of $202,774 during the twelve months ended February 28, 2026, as compared to $95,341 in the

same period in 2025, an increase of $107,433, or 113%.

The increase was primarily the result of (a) $58,958 in travel expenses incurred

for conferences;

(b) an increase of $36,594 for various compliance fees and minimum payments, and penalties for California state tax

(d) an increase in telephone expense of $7,009;

and (e) an increase

of $15,047 in bad debt expense related to uncollectable accounts receivable;

partially offset by a decrease in rent and utilities expenses

of $9,959 and a decrease in payroll service fee of $4,864 as a result of changing payroll service providers.

incurred marketing costs of $486,739 during the twelve months ended February 28, 2026, as compared to $307,166 during the same period

The increase of $179,573, or 58%, was for (a) an increase in a consulting contract for marketing services of $30,204;

(b) increased

Travel Magazine expenses of $78,776 aimed at driving traffic and generating business across all of our brands;

consulting expenses of $103,532 due to the engagement of a social media influencer agency;

(d) an increase in contract labor $45,363

due to the completion of project based initiatives;

and (e) an increase in conference entrance fees of $2,704.

Partially offsetting the

increase was a decrease of $69,620 in fees previously incurred from a former media advertising firm, and a decrease in advertising and

promotional services of $11,386.

service fees incurred in the twelve months ended February 28, 2026 were $7,512,409, as compared to $2,228,481 incurred during the same

period in 2025, an increase of $5,283,928, or 237%.

This increase was a result of:

(a) an increase in investor relations expenses of

$2,077,563 due to renewal of existing contracts and the addition of eight new investor relations firms, primarily non-cash;

(b) an increase

in consulting fees of $2,848,387 due to contracts for services related to business development, primarily non-cash;

contract labor of $138,341 related to JOURNY.tv and other operations;

(d) an increase in accounting expenses of $210,666 due to costs

associated with technical accounting services related to the FSA, JOURNY.tv, TA Pipeline, and GoUSA acquisitions, as well as a required

two-year audit and first quarter financial statement review for FSA;

and (e) an increase in legal fees of $183,760 due to services related

to various regulatory filings and acquisitions, partially offset by a decrease in lending fees of $174,789 related to bridge loan financings.

Of the total professional service fees of $7,512,409 for the twelve months ended February 28, 2026, $4,705,977, or 63%, was incurred

as non-cash expenses.

incurred technology costs of $1,047,960 during the twelve months ended February 28, 2026, as compared to $843,296 during the same period

The increase of $204,664, or 24%, was primarily attributable to:

(a) an increase in expenses in connection with JOURNY.tv of

$44,987 for content licensing;

(b) an increase in dues and subscriptions of $92,295 due to the implementation of our new CRM and business

management platform together with incremental seat licenses for newly onboarded employees;

and computer expenses of $40,670, primarily due to onboarding additional employees, use of outsourced IT services, and managing software

subscriptions;

(d) an increase in software and website expenses of $4,007 for hotel connections into the NextTrip database;

increase of $22,705 in cloud database expenses primarily related to updating legacy code to optimize compatibility with our hosting infrastructure.

Organizational

costs for the twelve months ended February 28, 2026, were $2,580,829, as compared to $213,613 for the same period in 2025, an increase

of $2,367,216, or 1,108%.

The decrease of $75,368 was attributable to the accelerated vesting of employee stock options in connection

with the reverse acquisition in fiscal 2024;

partially offset by $26,760 in stock granted to a former employee as part of a separation

on Promissory Note Receivable

loss of $1,000,000 on the NextPlay promissory note receivable for the year ended February 28, 2025 is attributable to reserving the

remaining balance on the outstanding promissory note receivable from NextPlay.

Management has determined that, since NextPlay is in

involuntary bankruptcy proceedings and is also in default on the note repayment, collectability of the related party receivable as

of February 28, 2025 is uncertain.

and Administrative Expense

and administrative expense for the year ended February 28, 2025 was $95,341, as compared to $152,106 for the year ended February 29,

2024, a decrease of $56,765.

The decrease was primarily attributable to a reduction in travel expenses of $10,141, a decrease in rent

and utilities expenses of $4,257, a decrease in payroll expense of $24,925, and a decrease in office and other general expenses of $21,878.

Partially offsetting the decrease was an increase in license fees of $4,436.

and Marketing Expense

and marketing expenses were $307,166 for the year ended February 28, 2025, as compared to $484,250 for the same period in 2024.

of $177,084, or 37%, was primarily due to cost-cutting measures, including the absence of a Black Friday campaign in fiscal year 2025

service fees were $2,228,481 for the year ended February 28, 2025, as compared to $1,421,508 for the same period in 2024.

of $806,973, or 57%, was the result of an increase in investor relations expenses of $343,655, an increase in legal fees of $130,463,

an increase in accounting and audit fees of $158,744, and an increase in financial advisory fees of $299,289.

Partially offsetting these

increases was a decrease in consulting fees of $125,178 due to the capitalization of development work related to Compass.tv.

expenses for the year ended February 28, 2025 were $843,296, as compared to $311,430 for the year ended February 29, 2024.

of $531,866, or 171%, was primarily attributable to an increase in dues and subscription expenses of $37,598 for external travel services

used in connection with our booking engine, an increase of $207,333 in cloud database and networking expenses related to hosting our

booking engine, an increase in Compass.tv expenses of $281,500 due to third party contracted services related to hosting and maintenance,

and an increase in information technology expenses of $5,435.

costs were $213,613 for the year ended February 28, 2025, as compared to $25,000 for the year ended February 29, 2024.

The increase was

primarily attributable to directors’ compensation and shareholder services expenses, including transfer agent fees.

and Amortization

and amortization expense for the year ended February 28, 2025, was $713,236 as compared to $1,468,762 for the same period in 2024, a

decrease of $755,526, or 51%.

The decrease was primarily the result of no new equipment purchases and an increase in fully amortized

intangible assets as compared to the same period in 2024.

expenses totaled $317,061 for the year ended February 28, 2025, as compared to $156,522 for the year ended February 29, 2024.

of $160,539, or 103%, was primarily due to an increase in D&O insurance premiums of $170,924, partially offset by a $10,386 decrease

in bank service charges as a result of a change in our merchant processor and lower processing rates.

expense was $2,707,609 for the year ended February 28, 2025, as compared to other expense of $977,480 for the same period in 2024.

increase of $1,730,129 was primarily due to an increase of loss on extinguishment of debt related to equity conversions of $1,301,469,

an increase in interest expense, primarily associated with bridge loans and the amortization of the debt discount of $540,419, and a

decrease in other income of $470,534, partially offset by a decrease in loss on disposal of assets of $14,628, and a decrease in the

loss on related party receivable of $567,665.

Loss from Continuing Operations

the year ended February 28, 2025, the net loss from continuing operations totaled $10,121,038 as compared to a net loss from continuing

operations of $6,656,837 for the year ended February 29, 2024.

The operating loss component increased by $1,734,072 in 2025, and the

other loss component increased by $1,730,129.

Gain from Discontinued Operations

net gain from discontinued operations of $8,344 for the year ended February 28, 2025 consisted primarily of the collection of an outstanding

receivable that was written off in the prior year and the reversal of an outstanding payable that was settled for a lower amount.

Loss Applicable to Common Shareholders

net loss applicable to common shareholders totaled $10,198,684 for the year ended February 28, 2025, as compared to $7,339,276 for the

year ended February 29, 2024.

Preferred dividends were $78,600 in 2025 and $7,125 in 2024.

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

for one additional board member.

Of the total organization costs of $2,580,829 for the twelve months ended February 28, 2026, $2,356,769,

or 91%, were incurred as non-cash expenses and primarily relate to stock options granted to former directors of the Company.

and amortization expense for the twelve months ended February 28, 2026 was $1,097,804, as compared to $713,236 for the same period in

2025, an increase of $384,568, or 54%.

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

network, JOURNY.tv, and the FSA and TA Pipeline tradename, software, and agreements.

In addition, we recorded an asset impairment charge

of $463,860 related to intangible assets with no future benefit to the Company.

operating expenses were $312,547 for the twelve months ended February 28, 2026, as compared to $317,061 for the same period in 2025.

The $4,514 decrease, or 1%, was primarily due to the reduced cost of D&O and other insurance costs of $57,822 and a decrease in regulatory

fees of $6,945;

partially offset by a net increase in merchant processing and bank fees of $60,254 due to the addition of TA Pipeline.

for credit loss totaled $315,495, reflecting a reserve established against a related-party receivable relating to its going-concern uncertainty

and the resulting risk of collectability.

the twelve months ended February 28, 2026, we realized net other income of $464,547, as compared to net other expense of $2,707,609 in

the same period in 2025.

The increase in net other income of $3,172,156 was primarily due to (a) a settlement agreement between NextTrip

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

promissory note receivable increase of $1,273,245, (b) a decrease

of $1,000,000 in the recorded loss on the related party receivable in 2025 that did not occur in 2026;

extinguishment of debt of $1,038,979, (d) a $384,067 gain from the negotiated settlement of an accounts payable balance at a reduced

and (e) a $74,007 net adjustment primarily resulting from the reconciliation of deferred revenue assumed in a prior acquisition;

(f) a gain on the revaluation of the TA Pipeline derivative liability of $50,000, (g) an increase in interest income of $18,477;

(h) a decrease in the disposal of assets of $90;

partially offset by (a) interest expense of $344,102 primarily in connection with the

amortization of the debt discount associated with bridge loans;

(b) an increase in interest expense associated with notes payable and

other expenses of $173,647;

and (c) a write off of a $130,000 deposit in connection with an S-1 withdrawal from the previous year;

(d) a $483 loss on foreign currency transactions.

dividends for the twelve months ended February 28, 2026 were $335,662, as compared to $78,600, for the same period in 2025, an increase

of $257,062, or 327%.

The increase was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued

in connection with debt conversions in December 2025 and February of 2026.

Twelve Months Ended February 28

Operating loss by segment

$ (1,434,002 )

Total segment operating loss

(13,575,906 )

Total Operating loss

$ (16,365,174 )

$ (7,413,429 )

the twelve months ended February 28, 2026, our operating loss totaled $16,365,174, as compared to an operating loss of $7,413,429 for

the same period in 2025, an increase of $8,951,745, or 121%.

The increase in corporate expenses of $8,154,227 is primarily due to an

increase in non-cash expenses of $7,749,616 for (a) investor relations and consulting agreements of $4,401,507, (b) stock-based compensation

and SAR expenses for employees and former board members of $2,499,681, (c) an increase in Depreciation & Amortization expense primarily

from intangible assets acquired in business acquisitions of $384,568, and (d) an asset impairment charge of $463,860.

The increase of

$1,434,002 is due to the start-up of the Media segment and is primarily made up of contracted services to launch our FAST channel.

decrease in operating loss for the Travel segment of $636,485 is due to the increased revenues from our various acquisitions.

net loss on the share of net earnings from the equity method investment totaled $11,307 as compared to $7,390, an increase of $3,917.

The increase was due to losses incurred in FSA from March 1, 2025 through April 9, 2025 when the full acquisition was finalized.

net loss applicable to common stockholders for the twelve months ended February 28, 2026, was $16,247,596, as compared to $10,198,684

for the same period in 2025, an increase of $6,048,912, or 59%.

The increase was primarily attributable to an increase in operating loss

of $8,951,745 and an increase in preferred dividends of $257,062, a loss on the 49% share of net earnings for the equity method investee

of $3,917, and a decrease in income from discontinued operation of $8,344, partially offset by an increase in other income of $3,172,156.

and Capital Resources

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

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

public accounting firm on our financial statements as of and for the year ended February 28, 2025 included in Item 15 of this Report

contains a going concern qualification.

of February 28, 2025, we had $1,062,367 in cash, an accumulated deficit of $34,349,823 and a working capital deficit of $105,577, compared

to $323,805 in cash, an accumulated deficit of $24,151,139 and a working capital deficit of $262,005 as of February 29, 2024.

the lack of significant revenue since inception, NextTrip has financed its operations primarily through the issuance of short-term promissory

notes, advances from related parties, and private placements of its securities.

April 1, 2025, we entered into a securities purchase agreement (the “Alumni Purchase Agreement”) with Alumni for the sale

of a short-term promissory note (the “Alumni Note”) and warrants to purchase 80,000 shares of common stock to Alumni for

total consideration of $300,000.

Alumni Note is in the principal amount of $360,000 with an original issue discount of $60,000 and guaranteed interest on the principal

amount of ten percent (10%) per annum, which shall be due and payable on July 1, 2025.

In the event of a failure to re-pay the Alumni

Note on or before the maturity date, the interest rate will increase to the lesser of twenty-two percent (22%) per annum or the maximum

amount permitted under law from the due date thereof until the same is paid.

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

April 9, 2025, we entered into two promissory notes (together, the “Trust Notes”) with Donald P.

Monaco Insurance

Trust (the “Trust”) under our $2.0 million line of credit.

Donald Monaco, chairman of our Board, is the trustee of the Trust.

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

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

Monaco to the Company.

have historically funded our operations through private placements of our securities, short-term promissory notes, and advances from

related parties.

Given the limited revenue generated since inception, our principal sources of liquidity continue to be cash on hand

and external financing rather than cash generated from operations.

Our principal short-term uses of cash are operating expenditures,

including personnel, technology development, sales and marketing, professional fees, and integration costs related to our recent acquisitions.

Principal longer-term uses of cash include scheduled debt service, payment of accrued interest, and additional investment in our travel

and technology platforms.

of February 28, 2026, we had cash of $1,696,090 and a working capital deficit of $761,004, as compared to cash of $1,062,367 and a working

capital deficit of $105,577 as of February 28, 2025.

The increase in our working capital deficit was primarily attributable to growth

in accrued interest, accrued professional fees, and current maturities of short-term promissory notes, partially offset by the increase

in cash from financing activities.

As of February 28, 2026, the outstanding principal balance under our related-party revolving line

of credit totaled $3,000,000, which represents the maximum amount available under that facility (see Sources of Liquidity —

MIP Line of Credit below).

Concern — Substantial Doubt and Management’s Plans

giving rise to substantial doubt.

In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation

of Financial Statements — Going Concern, management evaluated whether there are conditions or events, considered in the aggregate,

that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these

financial statements are issued.

As of February 28, 2026, we have incurred recurring net losses, have negative cash flows from operations,

have an accumulated deficit, have a working capital deficit, and have generated limited revenue since inception.

For the fiscal year

ended February 28, 2026, we incurred a net loss of $15,911,934 (before preferred dividends) and used $4,561,463 of cash in operating

Based on our current operating plan, we estimate that we will require a minimum of approximately $5.5 million of cash to

fund operations for the twelve months following the issuance date of these financial statements, which exceeds our cash balance of $1,696,090

as of February 28, 2026.

These conditions and events, considered in the aggregate, raise substantial doubt about our ability to continue

as a going concern within one year after the date that these financial statements are issued.

To address the conditions described above, management’s plans include the following:

(i) continuing to raise capital

through private placements of equity and equity-linked securities, including our offerings of common stock, Series A Convertible Preferred

Stock, and the May 2026 Series B Convertible Preferred Stock offering (and including other subsequent-event issuances that have generated

aggregate gross proceeds of approximately $1,215,100 through the date of this Annual Report);

(ii) drawing on related-party financing

arrangements as available (under which $400,000 of principal remained outstanding as of the date of this Annual Report, after giving

effect to a $110,000 principal repayment on May 12, 2026, with respect to the short-term promissory note issued to The Donald P.

Insurance Trust on March 25, 2026, as amended) and seeking new debt financing on commercially reasonable terms;

(iii) integrating recently

acquired businesses (TA Pipeline LLC, FSA, JOURNY.tv, and GoUSA) to accelerate revenue generation and expand our distribution channels;

(iv) managing discretionary operating expenditures, including selectively deferring non-essential technology and marketing spend;

(v) pursuing strategic partnerships intended to monetize our travel and content assets.

Management is in active discussions with prospective

investors and lenders, but no commitments have been received as of the issuance date of these financial statements.

Although management believes that its plans, if successfully executed, would provide sufficient liquidity to fund operations

for the next twelve months, these plans are not entirely within the Company’s control.

The ability to consummate additional financings

on acceptable terms, generate sufficient revenue from acquired businesses, and otherwise execute on management’s plans cannot be

considered probable as of the issuance date of these financial statements.

Accordingly, management has concluded that its plans do not

alleviate the substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern and do not include any adjustments to the recoverability

and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company

be unable to continue as a going concern.

principal sources of liquidity during the year ended February 28, 2026 consisted of:

(i) net proceeds from private placements of common

stock, preferred stock, and warrants;

(ii) advances under our $3,000,000 revolving line of credit with a related party;

and (iii) issuances

of short-term promissory notes (including original-issue-discount notes).

During the year, we received aggregate gross proceeds of $5,861,800

from private placements of equity and equity-linked securities and $1,031,000 from the sale of short-term promissory notes.

currently have any committed external sources of capital, other than the MIP Line of Credit, which is fully drawn.

The following table

summarizes our material financing transactions during fiscal 2026.

Counterparty / Investor

Gross Proceeds

Alumni Capital LP

Short-term note + warrants (80,000 shares)

Principal $360,000;

10% interest;

matured Jul 1, 2025 — repaid in full

Monaco Investment Partners II, LP (related party)

Revolving line of credit

$ 3,000,000 (max)

12% simple interest;

monthly interest;

matures May 31, 2027;

fully drawn at Feb 28, 2026

Jimmy Byrd, a director of the Company

Common stock (86,092 shares @ $3.02)

Restricted common stock;

related-party transaction

KC Global Media Asia, LLC (Andy Kaplan, a director of the Company, is chairman)

Common stock (75,000 shares @ $3.02)

Restricted common stock;

related-party transaction

Alumni Capital LP

Short-term note + warrants (80,000 shares)

Principal $360,000;

10% interest;

matured Nov 20, 2025;

repaid Dec 19, 2025 with $10,000 extension fee

Byrd (directors)

Series Q Preferred (81,250 shares @ $3.20)

converted into common stock following stockholder approval at the November 19, 2025 Annual Meeting;

no shares outstanding at Feb 28, 2026

1800 Diagonal Lending LLC

Short-term promissory note

Principal $269,000;

13% one-time interest charge;

five installments beginning Mar 30, 2026;

conversion only on default

Caesar Capital Group LLC

Common stock (62,500 shares @ $3.20)

Restricted common stock

Kennedy and A.

Short-term notes ($18,000 each)

OID $3,000 each;

mature May 17, 2026

1800 Diagonal Lending LLC

Short-term promissory note

Principal $196,000;

13% one-time interest charge;

ten installments through Aug 31, 2026;

conversion only on default

Common stock (70,000 shares @ $3.00)

Restricted common stock

KC Global Media Asia, LLC (Andy Kaplan, a director of the Company, is chairman)

Common stock (33,400 shares @ $3.00)

Related-party transaction;

broken out from the November 2025 private placement aggregate

Several unaffiliated private investors (aggregated)

Common stock (435,034 shares @ $3.00)

Several securities purchase agreements with unaffiliated investors;

in the aggregate, the November 2025 private placement issued 468,434 shares for $1,405,300

Two unaffiliated private investors

Series A Convertible Preferred (100,000 shares @ $3.00) + warrants (50,000 shares @ $3.00)

Automatic 1:1 conversion into common stock upon Stockholder Approval;

no voting rights;

no redemption rights;

not related parties

Armistice Capital Master Fund Ltd.

Common stock (1,000,000 shares) + warrants (1,000,000 shares)

$ 3,000,000 (gross)

Private placement;

gross of placement agent fees and offering expenses;

not a related party

shown reflect gross proceeds received by the Company which were reduced by original issue discounts, placement agent fees, and other

offering expenses, as applicable.

The June 24, 2025 transaction with Jimmy Byrd and the July 10, 2025 and November 4, 2025 transactions

with KC Global Media Asia, LLC are related-party transactions:

Byrd is a director, and Andy Kaplan, also a director, is the co-trustee

of the Kaplan-Wright Family Trust, which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KC Global Media Asia,

Kaplan also serves as chairman of KC Global Media Asia, LLC.

These transactions were entered into on substantially the same

terms as the contemporaneous transactions with unaffiliated investors.

Line of Credit (related party)

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

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

The MIP Line of Credit allows the

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

Advances made under the MIP Line of Credit

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

Accrued interest shall be payable

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

The full outstanding principal balance, together with any accrued

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

The Company may, at its option, prepay any

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

Monaco controls

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

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

Trust Notes, totaling $645,000.

will need to raise additional funds through equity or debt financings or other means to support our on-going operations, increase market

penetration of our products, expand the marketing and development of our travel and technology driven products, provide capital expenditures

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

costs and maintaining compliance with Nasdaq listing requirements until planned revenue streams are fully implemented and begin to offset

the our operating costs.

The Company estimates that it will require a minimum of $5.5 million to continue operations for the next twelve

is no assurance as to the amount and availability of any required future financing or the terms thereof.

Such financing, if in the form

of equity, may be highly dilutive to our existing stockholders and may otherwise include onerous terms.

If in the form of debt, such

financing may include covenants and repayment obligations which may be difficult to meet and that could adversely affect our business

and operations.

To the extent that funds are not available to us, we may be required to delay, limit, or terminate our business and operations

and lose our Nasdaq listing.

II, LP ( “MIP” ), which is controlled by Donald P.

Monaco, the Chairman of our Board of Directors.

Monaco serves

as Managing General Partner of MIP and, in that capacity, controls MIP.

The MIP Line of Credit provides a $3,000,000 revolving credit

Advances may be requested from time to time through May 31, 2027 (the maturity date) and bear simple interest at 12% per annum,

calculated from the date of each advance.

Accrued interest is payable monthly, no later than the 10th day of the following month, and

all outstanding principal and accrued interest are due in full on the maturity date.

The MIP Line of Credit may be prepaid in whole or

in part without penalty.

The facility is unsecured, contains no financial maintenance covenants, and does not include conversion features.

The initial advance of $1,045,000 was used to repay (i) a $400,000 cash advance previously made by the Trust (the “Trust” )

and (ii) $645,000 of outstanding indebtedness under the Trust Notes.

Subsequent advances through February 28, 2026 totaled $1,955,000,

bringing total advances to $3,000,000 — the maximum amount available under the facility.

Because the MIP Line of Credit is fully

drawn as of February 28, 2026, it is not available as a source of additional liquidity for the twelve months following the issuance date

of these financial statements, absent an amendment.

2025 Armistice Capital Private Placement

December 23, 2025, we entered into a Securities Purchase Agreement with Armistice Capital Master Fund Ltd.

providing for the issuance

and sale, in a private placement, of 1,000,000 shares of our common stock and warrants to purchase up to 1,000,000 additional shares

of common stock (the “Warrants” ).

The transaction resulted in gross proceeds of $3,000,000 (before deduction of placement

agent fees and other offering expenses).

The Warrants are exercisable on a cash basis at the exercise price set forth in the related

warrant agreement.

Proceeds were used for general working capital purposes, including funding operations, acquisition integration costs,

and scheduled debt service.

Armistice Capital Master Fund Ltd.

is not a related party.

2025 Private Placement

November 2025, we entered into a series of securities purchase agreements pursuant to which we issued and sold an aggregate of 468,434

shares of common stock at $3.00 per share, for aggregate gross proceeds of $1,405,300.

Included within the November 2025 placement, on

November 4, 2025, KC Global Media Asia, LLC (“KCGM”) purchased 33,400 shares of common stock at $3.00 per share, together

with a three-year warrant to purchase up to 16,000 shares of common stock at an exercise price of $4.54 per share, for total gross proceeds

Andy Kaplan, a director of the Company, is the co-trustee of the Kaplan-Wright Family Trust (the “Kaplan-Wright Trust”),

which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM, and Mr.

Kaplan also serves as chairman of KCGM;

accordingly, this transaction is a related-party transaction.

The Kaplan subscription was on substantially the same economic terms as

the contemporaneous subscriptions by unaffiliated investors.

The balance of the November 2025 placement consisted of 435,034 shares of

common stock sold to several unaffiliated investors for aggregate gross proceeds of $1,305,100.

Additional information regarding related-party

participation in our private placements is included under Item 13, Certain Relationships and Related Transactions, and Director Independence,

and in Note 17, “Related Party Transactions,” to the financial statements included elsewhere in this Annual Report.

2025 KCGM Common Stock Issuance and December 2025 Exchange for Pre-Funded Warrant (related party)

described above, on July 10, 2025, KC Global Media Asia, LLC (“KCGM”) purchased 75,000 shares of our common stock at $3.02

per share for gross proceeds of $226,500.

On December 23, 2025, those 75,000 shares were exchanged for a pre-funded warrant to purchase

75,000 shares of common stock, the exercisability of which is subject to shareholder approval.

In consideration of KCGM’s agreement

to exchange its shares for a pre-funded warrant, on February 10, 2026, the Company issued KCGM an additional warrant to purchase 20,000

shares of common stock at an exercise price of $3.00 per share, with a three-year term from the initial exercise date.

Andy Kaplan, a

director of the Company, is the co-trustee of the Kaplan-Wright Family Trust (the “Kaplan-Wright Trust”), which owns 50%

of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM, and Mr.

Kaplan also serves as chairman of KCGM;

accordingly, this

transaction is a related-party transaction.

The exchange transaction and the issuance of the additional warrant were approved by the

Audit Committee of the Board and the full Board, including the independent members thereof.

Executive Officer Compensation Deferral (related party)

Kerby, our Chief Executive Officer, has agreed at his election to defer $100,000 of his annual salary, together with payments related

to personal financial guarantees and his car allowance.

As of February 28, 2026, the aggregate compensation deferred by Mr.

Kerby totaled

The deferred amounts accrue interest at a rate of 7.5% per annum.

The Company’s ability to retain these deferred amounts

as a source of working capital is contingent on Mr.

Kerby’s continued election to defer payment.

A Convertible Preferred and Series Q Preferred Offerings

December 19, 2025, we issued 100,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred” ) at

$3.00 per share, together with warrants to purchase up to 50,000 shares of common stock at an exercise price of $3.00 per share, for

gross proceeds of $300,000.

The Series A Preferred was authorized by a Certificate of Designation filed with the Nevada Secretary of

State on February 6, 2026 designating up to 1,000,000 shares of Series A Preferred.

Each share of Series A Preferred (i) has a par value

of $0.001 and ranks pari passu with our common stock with respect to liquidation;

(ii) is entitled to dividends on an as-converted basis

equivalent to dividends paid on the common stock;

(iii) has no voting rights, except that the affirmative vote of holders of a majority

of the outstanding Series A Preferred is required to adversely alter the powers, preferences or rights of the Series A Preferred;

is not subject to any redemption rights;

and (v) will automatically convert into shares of common stock on a one-for-one basis (subject

to adjustment for stock splits and similar events) at 5:00 p.m.

Eastern time on the third business day after the Company obtains the

requisite stockholder approval contemplated by Nasdaq Listing Rule 5635 (the “Stockholder Approval” ).

Conversion of

the Series A Preferred is subject to a 4.99% beneficial ownership limitation (electable by a holder up to 9.99% subject to advance notice).

September 10, 2025, we issued an aggregate of 81,250 shares of newly designated Series Q Nonvoting Convertible Preferred Stock (the “Series

Q Preferred” ) at $3.20 per share, of which 31,250 shares were issued to the Kaplan-Wright Family Trust (of which Andy Kaplan,

a director of the Company, serves as co-trustee) for $100,000 and 50,000 shares were issued to Jimmy Byrd, a director of the Company,

for $160,000.

On November 19, 2025, at our 2025 Annual Meeting of Stockholders, our stockholders approved the conversion of the Series

Q Preferred into shares of common stock in accordance with the terms of the related Certificate of Designation.

Following such approval,

all 81,250 outstanding shares of Series Q Preferred were converted into shares of common stock on the terms set forth in the Certificate

of Designation, and no shares of Series Q Preferred remain outstanding as of February 28, 2026.

Future conversion of the Series A Preferred,

if and when effected following the Stockholder Approval described above, would be dilutive to existing holders of our common stock.

Diagonal Lending Notes

September 26, 2025 and October 24, 2025, we issued short-term promissory notes to 1800 Diagonal Lending LLC in the principal amounts

of $269,000 and $196,000, respectively, with original issue discounts of $37,000 and $27,000 and one-time interest charges of 13% applied

to principal on the issuance dates.

The September note is payable in five installments, with the first installment of $151,986 due on

March 30, 2026 and four equal subsequent installments of $37,996 due on the 30th of each of the next four months.

The October note is

payable in ten equal installments of $22,148, with the final installment due on August 31, 2026.

Each note may be prepaid at any time

without penalty.

Upon an event of default by the Company, any unpaid principal and interest under each note may be converted into shares

of our common stock at the election of 1800 Diagonal Lending LLC.

We do not believe an event of default is probable;

however, conversion

upon a future default could be dilutive to existing stockholders.

Cash Requirements

material cash requirements as of February 28, 2026 consist principally of short-term promissory notes, accrued interest, and the outstanding

balance on the MIP Line of Credit.

Short-term promissory notes outstanding at February 28, 2026 had an aggregate repayment amount due

of approximately $473,000 and a net carrying value, net of unamortized discount, of $386,072, with maturities ranging from March 30,

2026 through August 31, 2026, including the September 26, 2025 and October 24, 2025 1800 Diagonal Lending notes (which amortize in installments)

and the October 17, 2025 notes issued to Kerry Kennedy and Allen Sanders (maturing May 17, 2026).

The MIP Line of Credit has an outstanding

principal balance of $3,000,000, with all principal and accrued interest due at the May 31, 2027 maturity date.

Interest accrues at 12%

per annum and is payable monthly.

Subsequent to year-end, on March 24, 2026, we issued an additional short-term promissory note to 1800

Diagonal Lending LLC in the principal amount of $180,550, payable in five installments between September 2026 and January 2027 (see Subsequent

Events below).

We have ongoing operating cash requirements for personnel, technology development, marketing, professional fees, and

acquisition integration.

Based on our current operating plan, we estimate that cash required to fund operations for the twelve months

following February 28, 2026 will be approximately $5.5 million, which exceeds our cash balance at year-end.

We do not have any material

commitments for capital expenditures, and we do not have any material purchase obligations, take-or-pay contracts, or unconditional purchase

obligations outside the ordinary course of business.

We have no off-balance sheet arrangements (within the meaning of Item 303(b)(1)(ii)

of Regulation S-K) that have, or are reasonably likely to have, a material current or future effect on our financial condition, results

of operations, liquidity, capital expenditures, or capital resources.

Flow Analysis

Year ended February 28 (in $)

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net increase in cash

Cash Used in Operating Activities

cash used in operating activities from continuing operations during the year ended February 28, 2025, was $5,088,498 as compared to $5,056,095

cash used in operating activities from continuing operations totaled $4,561,463 during the year ended February 28, 2026, compared to

$5,080,154 during the same period in 2025, an increase of $518,691, or 11%.

the year ended February 28, 2025, the net cash used in operating activities from continuing operations was the result of a net loss of

$10,128,428, partially offset by changes in working capital of $1,537,714 and non-cash expenses of $3,502,216.

The non-cash expenses

were primarily comprised of depreciation and amortization of $713,236, stock-based compensation of $67,874, amortization of prepaid expenses

of $236,112, amortization of debt discount of $342,935, a loss on debt extinguishment of $1,134,579, and the loss of $1,000,000 on the

NextPlay promissory note receivable.

Changes in working capital were driven by a decrease in accounts receivable of $11,515, a decrease

in prepaid expenses of $159,343, a decrease in security deposits of $12,000, and an increase in accounts payable and accrued expenses

of $1,397,007, partially offset by a decrease in deferred revenue of $42,151.

cash provided by operating activities from discontinued operations during the year ended February 28, 2025, was $8,344 as compared to

net cash used of $675,314 during the same period in 2024, which was primarily related to payments received on legacy Sigma contracts.

a result, total net cash used in operating activities decreased by $651,255 during the year ended February 28, 2025, to $5,080,154 as

compared to $5,731,409 during the same period in 2024, a decrease of 11.4%.

the year ended February 29, 2024, the net cash used in operating activities from continuing operations was the result of a net loss of

$6,656,837, partially offset by changes in working capital of $1,400,025 and non-cash expenses of $3,000,767.

The non-cash expenses were

primarily comprised of depreciation and amortization of $1,468,762 and the loss of $1,567,665 on the NextPlay promissory note receivable.

Changes in working capital were driven by an increase in accounts receivable of $662,939, an increase in prepaid expenses of $281,506,

an increase in security deposits of $27,167, and a decrease in accounts payable and accrued expenses of $531,367, partially offset by

an increase in deferred revenue of $102,954.

Cash Provided by/(Used in) Investing Activities

cash used in investing activities during the year ended February 28, 2025, was $(1,033,751), which compares to net cash provided by investing

activities of $980,936 during the same period of 2024, an increase of $2,014,687.

The primary uses of cash in investing activities for

the twelve months ended February 28, 2025 were $500,000 used to purchase the 49% interest in FSA, and capitalized software development

costs of $534,751.

For the twelve months ended February 29, 2024, cash provided by investing activities was primarily a result of the

reverse acquisition, which provided cash of $417,122, and the subsequent sale of Sigma’s legacy assets to a third party, which

generated an additional $1,589,241 in cash, partially offset by capitalized software development costs of $1,016,175.

The operating cash outflow during fiscal 2026 was driven

by a net loss of $15,911,934 (before payment of preferred dividends), partially offset by non-cash charges of $9,746,594 and changes

in working capital of $1,603,877.

Non-cash charges included:

stock-based compensation issued to former directors of $2,356,769;

stock-based compensation of $193,125;

depreciation and amortization of $1,097,804;

amortization of non-cash professional services expense

of $4,760,992;

amortization of debt discount of $687,037;

write-off of capitalized technology costs of $463,860 related to an abandoned

software implementation;

a write-off of prepaid offering costs of $130,100;

loss on share of net income of equity method investee of

and loss on extinguishment of debt of $95,600, partially offset by a gain on derivative liability of $50,000.

Changes in working

capital reflected an increase in deferred revenue of $1,558,220 related to the TA Pipeline acquisition, the licensing and royalty payment

obligations in connection with the JOURNY.tv and GoUSA acquisitions with the current portion of $136,582 and $305,090 for the long term

an increase in liabilities for the SBA loan assumed in connection with the FSA acquisition of $98,179, and a decrease in prepaid

expense of $44,549, partially offset by an increase in accounts receivable of $96,601, a decrease in accounts payable and accrued expenses

of $432,142, and an increase in security deposits of $10,000.

The year-over-year increase in operating cash used was modest, despite

a meaningful increase in our net loss, reflecting a higher proportion of non-cash charges in fiscal 2026 relative to fiscal 2025.

Cash Used in Investing Activities

cash used in investing activities was $2,721,968 during the year ended February 28, 2026, compared to $1,033,751 during the same period

in 2025, an increase of $1,688,217, or 62%.

The change was driven primarily by acquisition consideration paid during fiscal 2026, including

$900,000 for the FSA acquisition, $443,168 for the TA Pipeline LLC acquisition, $645,000 for the GoUSA acquisition, and $599,800 for

the JOURNY.tv asset purchase, partially offset by a year-over-year decrease in capitalized software development costs of $425,751 and

a decrease in equity method investments of $475,000.

Fiscal 2025 investing activities also included $1,000 of proceeds from the sale

of assets, which did not recur in fiscal 2026.

Cash Provided by Financing Activities

raised $6,852,467 in net proceeds during the year ended February 28, 2025, consisting of $1,967,224 from the issuance of short-term promissory

notes, $2,450,000 from the issuance of preferred shares, $2,118,249 from related party advances, and $316,994 from the exercise of warrants.

We raised $4,791,804 in net proceeds during the year ended February 29, 2024, consisting of $735,0 5 7

from the issuance of convertible notes, $1,905,970 from the issuance of common shares, $1,603,500 from the issuance of preferred shares,

and $547,277 from related party advances.

changing prices and rising interest rates have had no material effect on NextTrip’s continuing operations over our two most recent

fiscal years.

have no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K.

cash provided by financing activities was $7,917,154 for the year ended February 28, 2026, compared to $6,852,467 for the same period

in 2025, an increase of $1,064,687, or 16%.

The increase reflected $595,176 of incremental advances from related parties (primarily under

the MIP Line of Credit) and $3,116,727 of incremental net proceeds from equity private placements, partially offset by a $2,330,222 reduction

in proceeds from notes payable, and $316,994 of warrants exercised in the prior fiscal year that did not recur in fiscal 2026.

Trends, Demands, Commitments, and Uncertainties

for additional financing.

We will need to raise additional capital through equity, equity-linked, or debt financings, or through

other arrangements, to support continuing operations and to execute our business plan.

Our existing cash balance is not sufficient to

fund our anticipated operating cash requirements for the next twelve months.

There can be no assurance regarding the availability or

terms of any additional financing.

If we issue additional equity or equity-linked securities, our stockholders may experience material

dilution, and any new securities may have rights, preferences, or privileges senior to those of our existing common stock.

additional debt, the related instruments may impose covenants and repayment obligations that adversely affect our financial flexibility

or business operations.

If we are unable to obtain financing when needed, we may be required to delay, scale back, or eliminate one or

more aspects of our business plan, including planned product and content investments, and we may lose our Nasdaq listing.

listing requirements.

Our continued listing on the Nasdaq Capital Market requires compliance with applicable minimum bid price, stockholders’

equity, market value, and other continued-listing standards.

Adverse developments in our operations or financial condition, or further

dilutive issuances, could affect our ability to maintain compliance with these requirements.

Failure to maintain compliance could result

in delisting, which would adversely affect the liquidity of our common stock and our ability to raise additional capital.

Macroeconomic

and geopolitical conditions.

We are unable to predict the effect that broader macroeconomic conditions — including elevated

interest rates, inflationary pressure on input and labor costs, fluctuations in consumer travel demand, foreign currency volatility,

and geopolitical events such as the ongoing conflict in Ukraine — may have on our access to the capital markets, our cost of capital,

the timing and cost of our acquisitions, or consumer demand for our travel products.

Continued unfavorable trends in these areas could

increase our use of cash and impair our ability to obtain additional financing on acceptable terms.

During fiscal 2026, we completed the acquisitions of TA Pipeline LLC, FSA, JOURNY.tv, and GoUSA.

We expect to continue

to incur integration costs in fiscal 2027 as we combine acquired operations, technology, and content.

These integration activities are

intended to accelerate revenue generation, but the timing and magnitude of any related revenue contribution remain uncertain.

February 28, 2026 through the date of this Annual Report, the Company entered into the following material financing transactions, which

are discussed in greater detail in Note 25, “Subsequent Events,” to the financial statements included elsewhere in

this Annual Report:

24, 2026 — 1800 Diagonal Lending Note

March 24, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $180,550.

The note includes

an original issue discount of $23,550 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance

The note is payable in five installments, with the first installment of $102,010.52 due on September 30, 2026 and four equal subsequent

installments of $25,502.62 due on the 30th day of each of the next four months.

The note may be prepaid at any time without penalty.

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

of 1800 Diagonal Lending LLC.

25, 2026 — Donald P.

Monaco Insurance Trust Short-Term Promissory Note (related party)

March 25, 2026, the Company issued an unsecured short-term promissory note (the “Monaco Trust Note” ) in the original

principal amount of $80,000 to The Donald P.

Monaco Insurance Trust (the “Trust” ), the trustee of which is Donald

Monaco, the Chairman of our Board of Directors.

The Monaco Trust Note bears interest at 7.5% simple interest per annum and was originally

scheduled to mature on April 3, 2026.

The Monaco Trust Note may be prepaid at any time without penalty.

The Monaco Trust Note was approved

by the Board, including the independent members thereof.

Monaco Trust Note has been amended three times to increase the principal amount and extend the maturity date, as follows:

April 6, 2026, the Company and the Trust entered into a First Amendment increasing the principal balance to $155,000 and extending

the maturity date to April 13, 2026;

(ii) on April 9, 2026, the Company and the Trust entered into a Second Amendment increasing the

principal balance to $290,000 and extending the maturity date to April 30, 2026;

(iii) on April 27, 2026, the Company and the Trust

entered into a Third Amendment increasing the principal balance to $400,000 and extending the maturity date to May 31, 2026;

April 30, 2026 the Company and the Trust entered into a Fourth Amendment increasing the principal balance to $510,000;

12, 2026, the Company repaid $110,000 of principal under the Monaco Trust Note;

and on May 29, 2026 the Company and the Trust

entered into a Fifth Amendment increasing the principal balance to $600,000.

Other terms of the Monaco Trust Note remained unchanged

under each amendment.

As of the date of this Annual Report, $600,000 of principal remained outstanding under the Monaco Trust Note.

The 7.5% interest rate, which is lower than the 12% rate borne by the MIP Line of Credit, reflects the short-term, on-demand nature

of the Monaco Trust Note.

The Monaco Trust Note, including each amendment, was approved by the Audit Committee of the Board and the

full Board, including the independent members thereof.

15, 2026 — Series A Convertible Preferred Stock Sale to KC Global Media Asia, LLC (related party)

April 15, 2026, we entered into a securities purchase agreement with KC Global Media Asia, LLC pursuant to which we issued and sold 16,667

shares of Series A Convertible Preferred Stock at a purchase price of $3.00 per share, for total proceeds of $50,000, together with a

warrant to purchase up to 8,333 shares of common stock at an exercise price of $3.00 per share, expiring 3.5 years from the issue date.

As described above, Andy Kaplan, a director of the Company, serves as chairman of KC Global Media Asia, LLC;

accordingly, this transaction

is a related-party transaction.

The transaction was approved by the Audit Committee of the Board and the full Board, including the independent

members thereof.

6, 2026 — Helena Global Series B Preferred Private Placement

May 6, 2026, we entered into a securities purchase agreement with Helena Global Investment Opportunities 1 Ltd ( “Helena” )

pursuant to which we issued and sold 368,421 shares of newly designated Series B Convertible Preferred Stock (the “Series B

Preferred” ) at a purchase price of $2.755 per share, together with an additional 40,000 shares of Series B Preferred issued

as an issuance fee, for total proceeds of $1,015,000.

In addition, we issued to Helena a five-year warrant to purchase up to 100,000

shares of common stock at an exercise price of $2.755 per share and may be exercised on a cashless basis if there is no effective registration

statement in place and if there is an Event of Default pursuant to the terms of the Certificate of Designation and is continuing.

Series B Preferred (i) ranks pari passu with our other series of preferred stock and senior to our common stock with respect to dividends

and distributions on liquidation;

(ii) carries a cumulative cash dividend of 12% per annum, increasing to 18% per annum upon an event

(iii) is convertible into shares of common stock at a conversion price of $2.755 per share, subject to customary beneficial

ownership limitations;

and (iv) is subject to mandatory redemption at the stated value plus accrued and unpaid dividends on August 30,

2026, unless the holder elects in writing to extend the redemption date to December 31, 2026.

The Company’s obligations under the

Series B Preferred are secured by a pledge of 1,365,314 shares of common stock owned by William Kerby, our Chief Executive Officer.

proceeds are being used for general working capital purposes.

Helena is not a related party.

The $2.755 per share purchase price represented

the Nasdaq Minimum Price plus $0.125 as of the date of the related securities purchase agreement.

In addition, Helena was granted (i)

a right of participation of up to 20% of any future securities offering by the Company (other than exempt issuances);

(ii) an exchange

right pursuant to which Helena may exchange Series B Preferred for offered securities at 100% of stated value;

and (iii) registration

rights pursuant to which the Company is required to file a registration statement with the SEC covering the resale of the shares of common

stock issuable upon conversion of the Series B Preferred and exercise of the related warrant within 15 days after closing, and to use

best efforts to cause such registration statement to become effective within 30 days (or 60 days if the SEC reviews) after closing.

Company has also agreed that, during the 180-day period following closing, Helena may require the Company to apply 25% of the net proceeds

of any “at the market” offering to redeem outstanding shares of Series B Preferred at the contractual redemption price.

terms of the Series B Preferred are set forth in the Certificate of Designation filed with the Nevada Secretary of State and described

in our Current Report on Form 8-K filed with the SEC on May 8, 2026.

6, 2026 — Common Stock Sale to a Private Investor

May 6, 2026, we entered into a securities purchase agreement with a private investor pursuant to which we issued and sold 36,400 shares

of common stock at a purchase price of $2.75 per share, together with a three-year warrant to purchase up to 18,200 shares of common

stock at an exercise price of $2.75 per share, for total proceeds of $100,100.

The investor is not a related party.

8, 2026 — Common Stock Sale to KC Global Media Asia, LLC (related party)

May 8, 2026, we entered into a securities purchase agreement with KC Global Media Asia, LLC pursuant to which we issued and sold 18,182

shares of common stock at a purchase price of $2.75 per share, for total proceeds of $50,000, together with a warrant to purchase up

to 9,091 shares of common stock at an exercise price of $3.00 per share, expiring on May 8, 2029.

As described above, Andy Kaplan, a

director of the Company, serves as chairman of KC Global Media Asia, LLC;

accordingly, this transaction is a related-party transaction.

The transaction was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

Our equity issuances during fiscal 2026 were priced at $3.00 to $3.20 per share.

The subsequent-event Series B Preferred

Stock and common stock issuances were priced at $2.755 and $2.75 per share, respectively, representing a decline relative to fiscal 2026

issuance prices.

This pricing trend, if it continues, may increase the dilutive impact of future financings on our existing stockholders

and may indicate continued pressure on our access to capital on favorable terms.

than the foregoing, no material subsequent events related to our liquidity and capital resources have occurred from February 28, 2026

through the date of this Annual Report.

Accounting Estimates

discussion of critical accounting estimates that affect liquidity, capital resources, and results of operations is set forth in “Critical

Accounting Estimates” elsewhere in Management’s Discussion and Analysis of Financial Condition and Results of Operations

and in Note 2, “Summary of Significant Accounting Policies,” to the financial statements included elsewhere in this

Annual Report.

than the MIP Line of Credit and the related-party promissory notes described in Note 17, “Related Party Transactions,”

to the financial statements included elsewhere in this Annual Report, we have no lines of credit or other financing arrangements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

4 unchanged sentences

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What changed 10-K

Item 7. Management’s Discussion and Analysis