What changed in this filing

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Item 9A. Controls and Procedures

2026-05-29 compared with 2025-05-29 · 2337 added, 2436 removed, 1346 unchanged (78% of the section changed)

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in Internal Controls Over Financial Reporting

the first six months of the fiscal year, management implemented several enhancements to its control over financial reporting (as defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), including, but not limited to, establishing a monthly financial closing process,

implementing account reconciliations, ensuring proper segregation of duties, and implementing new financial control software.

These enhancements

were completed by August 31, 2024.

were no other changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules

13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Report that materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d)

or 15d-15(d) of the Exchange Act during the period covered by this Report that materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Report on Internal Control Over Financial Reporting

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following table sets forth the name, age and position of each of our executive officers as of May 28, 2026:

William Kerby

Chief Executive Officer

Chief Operating Officer, Travel Division

Frank Orzechowski

Chief Financial Officer, Treasurer and Corporate Secretary

Executive Officer

Operating Officer, Travel Division

Financial Officer, Treasurer and Corporate Secretary

Kerby has served as our Chief Executive Officer since December 29, 2023.

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travel and media industries, and approximately a decade of experience in the financial industry.

He acted as the architect of the

NextTrip model, overseeing the development and operations of the Travel, Real Estate and Television Media divisions of the company.

From January 2023 to December 2023, Mr.

He acted as the architect of the NextTrip

model, overseeing the development and operations of the Travel, Real Estate and Television Media divisions of the company.

2023 to December 2023, Mr.

Kerby served as the Chief Executive Officer of NextTrip Group, LLC.

Kerby served as the

Co-Chief Executive Officer of NextPlay Technologies, Inc.

Kerby served as the Co-Chief Executive

Officer of NextPlay Technologies, Inc.

(formerly Monaker Group, Inc.) from September 2021 to January 2023.

July 2008 to September 2021, Mr.

From July 2008 to September

Kerby was the Chief Executive Officer of Monaker Group, Inc.

During that time, Mr.

served as Chief Executive Officer of NextPlay Media from 2009 through 2020 as well as the Chief Executive Officer of the

company’s real estate holding Verus International, Inc.

(formerly Realbiz Media Group, Inc.) from October 2012 until August

2015 and on the board of directors until April 2016.

From April 2002 to July 2008, Mr.

Kerby served as the Chief Executive Officer

of various media and travel entities that ultimately became part of Extraordinary Vacations Group.

Operations included Cruise &

Vacation Shoppes, Maupintour Extraordinary Vacations, Attaché Travel and the Travel Magazine - a TV series of 160 travel

Kerby also served as Chief Executive Officer

of NextPlay Media from 2009 through 2020 as well as the Chief Executive Officer of the company’s real estate holding Verus International,

(formerly Realbiz Media Group, Inc.) from October 2012 until August 2015 and on the board of directors until April 2016.

2002 to July 2008, Mr.

Kerby served as the Chief Executive Officer of various media and travel entities that ultimately became part of

Extraordinary Vacations Group.

Operations included Cruise & Vacation Shoppes, Maupintour Extraordinary Vacations, Attaché

Travel and the Travel Magazine - a TV series of 160 travel shows.

From February 1999 to April 2002, Mr.

Kerby founded and managed Travelbyus, which was a publicly- traded company on the Toronto Stock Exchange

and Nasdaq Small Cap Market.

The launch included an intellectually patented travel model that utilized technology-based marketing to

promote its travel services and products.

Kerby negotiated the acquisition and financing of 21 companies encompassing multiple

tour operators, 2,100 travel agencies, media that included print, television, outdoor billboard and wireless applications and

leading-edge technology in order to build and complete the Travelbyus model.

The company had over 500 employees, gross revenues

exceeding $3 billion and a market cap of over $900 million.

Kerby founded and managed Travelbyus,

which was a publicly- traded company on the Toronto Stock Exchange and Nasdaq Small Cap Market.

The launch included an intellectually

patented travel model that utilized technology-based marketing to promote its travel services and products.

Kerby negotiated the

acquisition and financing of 21 companies encompassing multiple tour operators, 2,100 travel agencies, media that included print, television,

outdoor billboard and wireless applications and leading-edge technology in order to build and complete the Travelbyus model.

had over 500 employees, gross revenues exceeding $3 billion and a market cap of over $900 million.

From June 1989 to January 1999, Mr.

Kerby founded and grew Leisure

Canada, a company that included the Master Franchise for Thrifty Car Rental British Columbia, TravelPlus (a nationwide Travel

Agency), Bluebird Holidays (an international tour company with operations in the U.S., Canada, Great Britain, France, South Africa

and the South Pacific) and Canadian Traveler (a travel magazine).

Leisure Canada was acquired in May 1998 by Wilton Properties, a

Canadian company developing hotel and resort properties in Cuba.

Kerby founded and grew Leisure Canada, a company that included the Master Franchise for Thrifty Car Rental British Columbia, TravelPlus

(a nationwide Travel Agency), Bluebird Holidays (an international tour company with operations in the U.S., Canada, Great Britain, France,

South Africa and the South Pacific) and Canadian Traveler (a travel magazine).

Leisure Canada was acquired in May 1998 by Wilton Properties,

a Canadian company developing hotel and resort properties in Cuba.

From October 1980 through June 1989, Mr.

Kerby worked in the

financial industry as an investment advisor.

Kerby graduated from York University with a Specialized Honors Economics

Kerby worked in the financial

industry as an investment advisor.

Kerby graduated from York University with a Specialized Honors Economics degree.

McMahon has served as Chief Operating Officer, Travel Division since February 7, 2025.

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For the past seven years, Mr.

McMahon served as the Chief Executive Officer and majority shareholder of Five Star Alliance,

a leading travel agency known for its curated collection of over 5,000 five-star hotels and more than 35 cruise lines.

In 2018, he successfully

led a management buyout of Five Star Alliance from Questex Media and Shamrock Capital.

McMahon served as the Chief Executive Officer and majority shareholder of Five

Star Alliance, a leading travel agency known for its curated collection of over 5,000 five-star hotels and more than 35 cruise lines.

In 2018, he successfully led a management buyout of Five Star Alliance from Questex Media and Shamrock Capital.

From 1997 to 2018, Mr.

McMahon held various leadership

roles over a 20-year tenure at Questex Media.

As Executive Vice President of the Travel & Hospitality Group, he oversaw global travel

media and event assets including Travel Agent Magazine, Luxury Travel Advisor, Premier Hotel & Resorts, Travel Agent University,

Ultra Summit, Global Meeting & Incentive Travel Exchange, Hotel Management, Hotel Design, and the International Hotel Investment

McMahon held various leadership roles over a 20-year tenure at Questex Media.

As Executive Vice President of the Travel & Hospitality

Group, he oversaw global travel media and event assets including Travel Agent Magazine, Luxury Travel Advisor, Premier Hotel & Resorts,

Travel Agent University, Ultra Summit, Global Meeting & Incentive Travel Exchange, Hotel Management, Hotel Design, and the International

Hotel Investment Forums.

He was instrumental in transitioning traditional media and event properties into high-margin digital platforms.

Earlier in his

career, from 1987 to 1997, Mr.

Earlier in his career, from 1987 to 1997, Mr.

McMahon worked at a trade media company, Putman Publishing.

He has served on multiple advisory boards,

including the Starwood Hotels Luxury Board and Fairmont Hotels & Resorts.

McMahon served on the Cystic Fibrosis Board Directors-New

York Chapter from 2001 to 2019.

He has served on multiple advisory

boards, including the Starwood Hotels Luxury Board and Fairmont Hotels & Resorts.

McMahon served on the Cystic Fibrosis Board

Directors-New York Chapter from 2001 to 2019.

McMahon holds a Bachelor of Science degree in Education (B.S.Ed.) from Rider University.

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From May 2013 to August 2013, Mr.

served as a contract Chief Financial Officer for Etouches Inc., a cloud-based event management software company, to assist with financial matters in connection

with that company’s planned equity financing.

Prior to that, he served as President and Owner/Operator of Four-O Technologies Inc.

from August 2009 to December 2012, where he successfully launched and guided operations for two Cartridge World franchise units in Connecticut.

served as a contract Chief Financial Officer for Etouches Inc., a cloud-based event management software company, to assist with financial

matters in connection with that company’s planned equity financing.

Prior to that, he served as President and Owner/Operator of

Four-O Technologies Inc.

from August 2009 to December 2012, where he successfully launched and guided operations for two Cartridge World

franchise units in Connecticut.

From February 2006 to July 2009, Mr.

Orzechowski served as President and Chief Financial Officer of Nikko Americas Holding Company Inc.,

where he was responsible for managing all of the support and infrastructure for that company’s U.S.

business, as well as investment

manager selection and due diligence functions for its World Series Platform.

Orzechowski began his career at Coopers & Lybrand

in 1982, received his CPA certification in 1984 and received his Bachelor of Science in Business Administration with a major in Accounting

from Georgetown University in 1982.

Orzechowski served as President and Chief Financial Officer of Nikko

Americas Holding Company Inc., where he was responsible for managing all of the support and infrastructure for that company’s U.S.

business, as well as investment manager selection and due diligence functions for its World Series Platform.

Orzechowski began his

career at Coopers & Lybrand in 1982, received his CPA certification in 1984 and received his Bachelor of Science in Business Administration

with a major in Accounting from Georgetown University in 1982.

of Directors and Corporate Governance

following table sets forth the names, ages as of May 28, 2026, and certain other information regarding our directors:

Chairman of the Board and Director

Jacob Brunsberg

Salvatore Battinelli(1)

Dennis Duitch(1)

Kent Summers(1)

Member of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

of the Board and Director

of our Audit Committee and Compensation Committee.

of our Audit Committee, Compensation Committee, and Nominating and Governance Committee.

of our Compensation Committee and Nominating and Governance Committee.

of our Nominating and Governance Committee.

Monaco has served as Chairman of our Board of Directors since December 29, 2023.

Monaco has approximately three decades

of experience as an international information technology and business management consultant.

Monaco founded and owned Monaco

Air Duluth, LLC, a full service, fixed-base operator aviation services business at Duluth International Airport in Duluth, Minnesota,

serving airline, military, and general aviation customers in November 2005, which he sold in April 2025.

Since January 2009, he has been appointed and reappointed

by Minnesota Governors to serve as a Commissioner of the Metropolitan Airports Commission in Minneapolis-St.

Paul, Minnesota, and currently

serves as Chairman of the Operations, Finance and Administration Committee.

Monaco is also the President and Chairman of the Monaco

Air Foundation, Treasurer of Honor Flight Northland, Treasurer of the Duluth Aviation Institute, and a member of the Duluth Chamber of

Commerce Military Affairs Committee.

Monaco previously worked as an international information technology and business management

consultant with Accenture in Chicago, Illinois for 28 years, and as a partner and senior executive for 18 of such years.

2011 to January 2023, Mr.

Monaco served as a member of the board of directors of NextPlay (known as Monaker prior to June 2020), where

he served as chairman of the board of directors from August 2018 to June 2021 and as co-chairman of the board from June 2021 to December

He previously served as a director at Republic Bank in Duluth, Minnesota from May 2015 until October 2019.

He also served on the

Verus International, Inc., formerly RealBiz Media Group, Inc., board of directors from October 2012 until April 2016, serving as chairman

of the board from August 2015 to April 2016.

Monaco holds Bachelor’s and Master’s degrees in Computer Science Engineering

from Northwestern University.

Monaco has approximately three

decades of experience as an international information technology and business management consultant.

Monaco founded and owned

Monaco Air Duluth, LLC, a full service, fixed-base operator aviation services business at Duluth International Airport in Duluth,

Minnesota, serving airline, military, and general aviation customers in November 2005, which he sold in April 2025.

Between January

2009 and May 2025, he was appointed and reappointed by Minnesota Governors to serve as a Commissioner of the Metropolitan Airports

Commission in Minneapolis-St.

Paul, Minnesota, and served as Chairman of the Operations, Finance and Administration

Monaco was also the President and Chairman of the Monaco Air Foundation, Treasurer of Honor Flight Northland,

Treasurer of the Duluth Aviation Institute, and a member of the Duluth Chamber of Commerce Military Affairs Committee.

previously worked as an international information technology and business management consultant with Accenture in Chicago, Illinois

for 28 years, and as a partner and senior executive for 18 of such years.

From August 2011 to January 2023, Mr.

Monaco served as a

member of the board of directors of NextPlay (known as Monaker prior to June 2020), where he served as chairman of the board of

directors from August 2018 to June 2021 and as co-chairman of the board from June 2021 to December 2021.

He previously served as a

director at Republic Bank in Duluth, Minnesota from May 2015 until October 2019.

He also served on the Verus International, Inc.,

formerly RealBiz Media Group, Inc., board of directors from October 2012 until April 2016, serving as chairman of the board from

August 2015 to April 2016.

Monaco holds Bachelor’s and Master’s degrees in Computer Science Engineering from

Northwestern University.

Board of Directors believes that Mr.

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management and leadership experience.

Brunsberg was appointed to our Board of Directors on April 1, 2022.

Previously, he was as appointed Senior Vice-President of

Product Management and Strategic Relationships of the Company on September 20, 2021;

on February 16, 2022, he was named President

and Chief Operating Officer of the Company;

and on April 1, 2022, he was named President and Chief Executive Officer of the Company,

a role that he held until December 29, 2023.

Prior to joining the Company, Mr.

Brunsberg was a P&L leader for General

Electric’s Binder Jet Technology unit, with management responsibility for strategy, development, commercialization, and

overall business performance.

From 2017 to 2019, he served as Sr.

Managing Director of the Central Region, tasked with helping

establish the U.S.

sales infrastructure for post-acquisition integration of several additive manufacturing technology companies

including Concept Laser, Arcam and GEonX into the newly formed GE Additive business entity.

Prior to General Electric, Mr.

worked for the American Roller Company in sales leadership and product marketing positions, responsible for the development and

oversight of growth strategies, focused on advanced welding, cladding, thermal spray, and powder metallurgy technologies across a

number of industrial markets.

Brunsberg holds a Bachelor of Science degree in Material Science and Engineering from the

University of Wisconsin-Madison.

Board of Directors believes that Mr.

Brunsberg is qualified to serve as a member of the Board because of his experience in leading early-stage

growth companies.

Battinelli was appointed to our Board of Directors on August 16, 2017.

Battinelli currently serves as the President and

Chief Executive Officer of Bello e Preciso Co., a manufacturer and wholesaler of Italian-made fashion watches and has served in

those roles since early 2017.

Prior to joining Bello e Preciso Co., from 2011 to 2013, Mr.

Battinelli served as Vice-President of

Development and Long-Term Strategy of North American Management Corporation, a wealth management firm based in Boston, Massachusetts

with over $2 billion in assets under management.

From 1987 to 2011, Mr.

Battinelli served as Executive Vice-President and acting

Chief Executive Officer and Chief Operating Officer of Faneuil Hall Associates, Inc., a concierge boutique family office devoted to

five interrelated ultra-high net-worth families.

Battinelli’s primary responsibilities while at Faneuil Hall Associates

included providing planning and investment advice, the management of approximately 30 asset portfolios and more than 65 individual

business entities, and assisting the families in their various business ventures worldwide while working closely with law,

accounting and banking functions.

During his tenure at Faneuil Hall Associates, Mr.

Battinelli served as an executive officer or

director for certain of the family-owned entities and successfully managed several portfolio company IPOs, as well as serving as CEO

and COO for Designhouse International, a Scandinavian furniture company operating out of Atlanta, Georgia, which was previously

listed on Nasdaq in 1983.

1970 to 1974, Mr.

Battinelli served as Audit Manager for Deloitte & Touche (formally Touche Ross), where he specialized in management

information systems.

From 2002 to 2011, Mr.

Battinelli also served as the Chairman of the Board of Directors of HealthLink Europe, BV,

a logistics and services company that serves the healthcare industry.

Battinelli is a Certified Public Accountant and received a

BS in accounting and an MBA with an emphasis in international economics and accounting, both from Babson College.

Board of Directors believes that Mr.

Battinelli is qualified to serve as a member of the Board on the basis of his deep understanding

of business acquisitions and sales, as well as his background and extensive company management and integration experience.

Duitch was appointed to our Board of Directors on August 8, 2017.

Duitch has served as Managing Director of Duitch Consulting

Group, a private consulting company, since 2003.

Prior to that time, he practiced public accounting, business management, mediation and

consultancy nationally, with expertise in strategic and operations management, finance, accounting, strategic planning and business operations

for a wide spectrum of companies, including technology, manufacturing and distribution, marketing, real estate, entertainment, and professional

He has served in executive officer roles and as a director of public and private companies, not-for-profit organizations,

including as Vice-Chairman for Accountants Global Network, and as a top-level advisor for public companies, closely held businesses,

families and high-wealth individuals for over thirty years.

Duitch began his career with the international CPA firm Grant Thornton in its Chicago, San Francisco and Beverly Hills offices before

founding Duitch & Franklin LLP, which evolved to become one of Southern California’s largest independent CPA/Business Management/Consultancy

practices, and which was acquired by a public company in 1998.

He subsequently served as President for a consumer products company with

direct responsibility for marketing, retail, and fulfillment operations, until forming Duitch Consulting Group in 2003 to serve clients

in advisory, C-level, and board of director roles.

Duitch is a Certified Family Business and Estate Advisor, and mediator for matters including partner/shareholder agreements and disputes,

business and marital property dissolution, and dysfunctional executive teams and boards of directors.

He has lectured extensively in

management, financial and accounting areas for the California CPA Foundation, business and professional groups, has instructed at several

colleges and universities, and has authored technical articles in management and taxation for regional and national publications.

Duitch earned a B.B.A degree in Accounting from the University of Iowa and a Master of Business Administration in Finance from Northwestern

Board of Directors believes that Mr.

Duitch is qualified to serve as a member of the Board because of his extensive public accounting

experience, which will assist the Board and the Audit Committee in addressing the numerous accounting-related issues, regulations and

SEC reporting requirements to which we are subject, as well as his expertise in business management, finance and strategic planning.

Summers was appointed to our Board of Directors on January 18, 2018.

Summers currently divides his time among a number of independent activities which focus on early-stage technology company formation and

development strategies, and sales planning and execution needs for emerging- and mid-market technology companies located primarily in

the Boston metropolitan area, including:

management consultant to private and family-owned businesses;

volunteer mentor and instructor

with the Massachusetts Institute of Technology Venture Mentoring Services program;

regular lecturer on enterprise, business-to-business

sales to company founders and students enrolled at the Massachusetts Institute of Technology Sloan School of Management, the Harvard

MBA Program, the Wharton School at the University of Pennsylvania, and a number of domestic and international entrepreneurship support

organizations;

and consultant to Fellows enrolled in the Harvard Advanced Leadership Initiative.

Summers has served in those roles

at various times from 2003 to the present.

From 2009 to the present, Mr.

Summers has served as the non-executive Chairman of CADNexus,

Inc., and from 2017 to the present, as a director and Chairman of the Compensation Committee with iQ3 Connect, Inc.

currently serves as Chairman, Board of Managers at Massachusetts Materials Technologies LLC.

2005 to 2017, Mr.

Summers served as Managing Partner at Practical Computer Applications, Inc., a Boston-based database consulting and

engineering services firm, where he was responsible for sales planning and execution activities.

Prior to Practical Computer Applications,

from 2001 to 2005, Mr.

Summers provided independent merger & acquisition advisory services to support the sale of privately-owned

Over a prior 14-year period, Mr.

Summers served in leadership roles at several software and internet start-ups, including:

Chairman and Chief Executive Officer of Collego Corporation (acquired by MRO Software), founder and Chief Executive Officer of MyHelpDesk, Inc.

(acquired by Support.com), founder

of PCMovingVan.com (acquired by a PE firm), and Vice President of Marketing at Electronic Book Technologies, Inc.

(acquired by INSO Corporation,

formerly listed on Nasdaq).

to his work in the software industry, Mr.

Summers served as Technology Analyst at Electronic Joint Venture Partners LLC and

Associate Program Trader on the Options Trading Desk at Bear Stearns & Co.

Summers received a BA in English from

the University of Houston.

Kircher has served on our Board since July 28, 2025.

He currently serves, and since 2016 has served, as Chairman and Chief Executive

Officer of Kircher Holdings LLC, a family office with a diverse investment portfolio.

Kircher Holdings owns, through trust, the Frangipani

Beach Resort, a boutique hotel in Anguilla, British West Indies, and Borgo San Vincenzo, a boutique hotel in Tuscany, Italy.

to his leadership at Kircher Holdings, Mr.

Kircher serves as a director on the Board of Directors of ReviverMX, Inc., the world’s

first digital license plate and connected vehicle platform company.

Kircher’s business background includes leading several

high-growth companies.

He previously served as a consultant and as Chairman & Chief Executive Officer of Solar Power, Inc.

where he grew the company from startup to over $100 million in annual revenues before leading a strategic sale of the company to LDK

Before SPI, Mr.

Kircher served as Chairman and Chief Executive Officer of International DisplayWorks, Inc., a publicly traded

company headquartered in China.

Under his leadership, the company expanded to over 3,500 employees and $300 million in revenues, ultimately

achieving a successful sale to Flextronics International.

Kircher holds a Bachelor of Arts degree from the University of California,

Board believes that Mr.

Kircher is qualified to serve on our Board on the basis of his deep experience in the travel industry as well

as his background and extensive company management and leadership experience.

Kerby was appointed to our board of directors effective July 17, 2025.

Kerby serves as our chief executive officer.

His biography

is set forth above under the section entitled “Management.”

Board believes that Mr.

Kerby is qualified to serve on our Board on the basis of his deep experience in the media and travel industries.

Byrd has served on our Board since July 28, 2025.

He has over two decades of operational and corporate development leadership,

particularly in North American infrastructure and communications, and has been instrumental in scaling complex businesses across the

Byrd currently serves, and has served for the past three years, as Executive Vice President, Corporate Development

at Ledcor Group, where he leads the execution of the company’s growth strategy across Canada and the United States.

Byrd currently serves, and has served since 2004, as President of Ledcor Technical Services, where he has played a key role in building

and expanding the company’s communications infrastructure business, which is responsible for deploying and maintaining communications

networks for major clients throughout North America.

Byrd holds an MBA from Southern Methodist University.

Board believes that Mr.

Byrd is qualified to serve on our Board on the basis of his experience in operational and corporate development

Diges has served on our Board since July 28, 2025.

She is a senior attorney, corporate and government advisor, and international

entrepreneur, with over two decades of experience across various public and private sectors.

Since August 2014, Ms.

Diges has served

as Principal at her own law firm, REVlaw.

Diges has also served as the General Counsel/Corporate Secretary of McEwen Inc.

since May 2015.

Former positions include Director, Legal Affairs of Echelon Wealth Partners, Inc., and Partner of several Canadian corporate

and securities firms.

She currently serves as a Director of G2 Goldfields Inc.

She previously served as a Director on the board of NextPlay

from June 2021 to January 2023.

Diges is a CFA Charter holder, a Master of Laws (Tax) from Osgoode Hall Law School in Toronto, a

Bachelor of Laws from Dalhousie Law School in Halifax, as well as a Bachelor of Arts from the University of Toronto.

Board believes that Ms.

Diges is qualified to serve on our Board on the basis of her experience in public company compliance, corporate

law, and background in the travel industry.

Jiang has served on our Board since July 28, 2025.

He is an accomplished investor and entrepreneur with over three decades of

experience in asset management, technology innovation, and international business strategy.

For the past five years, and since 2015,

Jiang has not been employed but has focused his time on entrepreneurship and personal investments As an entrepreneur, Mr.

co-founded various software and hardware technology companies, including MirraViz (2016) and Ginger Analytics (2017), for which he provides

business and strategic guidance from time to time.

As an investor, Mr Jiang focuses on disruptive technologies in ClimateTech, BioTech,

FinTech, and AI.

He has served on boards of private companies in the U.S., Asia, Middle East, Africa, and South America.

distinguished career includes serving as Chief Executive Officer of PineBridge Investments until 2015, where he led the post-crisis transformation

of AIG’s asset management division into an independent firm managing over $75 billion across more than 20 countries.

key executive roles at BNY Mellon, including Chief Executive Officer of Asia-Pacific and Global Head of Passive, ETF, and Beta Investing.

Earlier in his career, he managed multi-billion-dollar portfolios as a Senior Portfolio Manager at Mellon Capital Management.

lived and led teams in major financial centers including Tokyo, London, Hong Kong, Shanghai, San Francisco, and New York.

He also served

on the Advisory Boards of UC Berkeley and Harvard University.

Jiang holds a Master’s degree in Government and Business from

Harvard University and a Bachelor’s degree in Humanities and International Affairs from Georgetown University.

Board of Directors believes that Mr.

Summers is qualified to serve as a member of our Board on the basis of his deep understanding of

early-stage business growth strategies, enterprise sales, business acquisitions, as well as his background and extensive company management

Jiang is qualified to serve as a member of our Board on the basis of his deep understanding of information

technology, international business strategy, early-stage business growth strategies, and as his background and extensive company management

and leadership experience.

Board of Directors currently consists of five members.

As a result of his previous service as our Chief Executive Officer, Mr.

Brunsberg is not considered an independent director.

Kaplan has served on our Board since July 17, 2025.

Kaplan is the co-founder and chairman of KC Global Media Entertainment,

LLC (“KCGM”), which was established in January 2020 to acquire Sony’s Asian media networks business.

the former President of Sony Pictures Worldwide Networks, where he led Sony’s global broadcasting businesses, including its OTT

services and linear networks and related investments, with over 180 channel feeds reaching nearly two billion subscribers.

Kaplan’s thirty-year tenure at Sony, the media networks unit had over 4,000 employees and was earning over $2.5 billion

in revenues and over $250 million in operating profit.

Among his achievements were the expansion of Sony Pictures Worldwide Networks

into new markets and new businesses, the acquisition of TEN Sports acquisition in India, and the acquisition of anime company Funimation,

which boasted a catalog of 10,000 hours of content with rights to over 450 brands.

Prior to this role, Mr.

Kaplan spent over a decade

serving as Executive Vice President and Chief Operating Officer of Sony Pictures Television Group, overseeing the business operations

of Sony’s global television businesses.

His previous experience includes senior positions at the Hollywood Stock Exchange, Hal

Roach Studios and Embassy Pictures, as well as consulting roles with Starz, AARP, Sony Corporation of America, Lionsgate Entertainment,

Liberty Media, Fremantle Television and Galan Entertainment, among others.

Kaplan was executive producer of the Amazon series, Zorro

The Comedy That Changed Television for Fox.

He is the former Chairman of Q India, a subsidiary of Qyou Media (TSXV:QYOU),

former Chairman of the Board of Directors of the National Association of Television Programming Executives, former Chairman of the Board

of Directors of Sharewell/Cayton Children’s Museum, and Chairman of the Board of Governors for the USC Annenberg School’s

Center for the Digital Future, as well as a former member of the Board of Directors of the International Academy of Television Arts &

Sciences and a member of the UCLA School of Theater, Film and Television.

Kaplan previously served as a member of the Board of Directors

of Nasdaq listed, Liberty Interactive and as a former member of the Executive Committee of the Academy of Television Arts & Sciences.

Kaplan holds a Bachelor of Arts degree in Economics from University of California, Los Angeles, and an MBA from the University of

Southern California.

Board of Directors believes that Mr.

Kaplan is qualified to serve as a member of our Board on the basis of his deep understanding of

the media industry, information technology, international business strategy, and as his background and extensive company management and

leadership experience.

Board of Directors currently consists of seven members.

As a result of his service as our Chief Executive Officer, Mr.

Kerby is not considered

an independent director.

As a result of Mr.

Monaco’s previous affiliation with NextTrip and certain other factors, Mr.

Monaco is not considered an independent director.

Our Board of Directors has determined that our other directors, Salvatore

Battinelli, Dennis Duitch and Kent Summers, constituting a majority of our directors, are “independent” as that term is

defined under Rule 5605(a)(2) of the Nasdaq marketplace rules.

Pursuant to Nasdaq rules, our board must consist of a majority of

independent directors.

not considered an independent director.

Our Board of Directors has determined that our other directors, Stephen Kircher, Carmen Diges,

David Jiang, Jimmy Byrd, and Andy Kaplan, constituting a majority of our directors, are “independent” as that term is defined

under Rule 5605(a)(2) of the Nasdaq marketplace rules.

Pursuant to Nasdaq rules, our board must consist of a majority of independent

Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least

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In addition, as required by Nasdaq rules, our Board of Directors has made a subjective determination as to Messrs.

Battinelli, Duitch and Summers, our independent directors, that no relationships exist, which, in the opinion of our Board of Directors,

would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In making these determinations,

our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business

and personal activities and relationships as they may relate to us and our management.

There are no family relationships among any of

our directors or executive officers.

Kircher, Jiang, Byrd, Kaplan, and Ms.

Diges, our independent directors, that no relationships exist, which, in the opinion of our Board

of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each

director’s business and personal activities and relationships as they may relate to us and our management.

There are no family

relationships among any of our directors or executive officers.

Board of Directors

accordance with our Bylaws, our Board of Directors is divided into three classes with staggered, three-year terms.

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of

election and qualification until the third annual meeting following election.

At each annual meeting

of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification

until the third annual meeting following election.

Our directors are classified as follows:

the Class I director is

Monaco, with his current term expiring at our 2028 annual meeting of stockholders;

Class II directors are Salvatore Battinelli and Jacob Brunsberg, with their current terms expiring at our 2026 annual meeting of

Class I directors are Donald P.

Monaco and Stephen Kircher, with their current terms expiring at our 2028 annual meeting of stockholders;

Class II directors are William Kerby and Jimmy Byrd, with their current terms expiring at our 2029 annual meeting of stockholders;

Class III directors are Carmen Diges, David Jiang and Andy Kaplan, with their current terms expiring at our 2027 annual meeting of

stockholders.

the Class III directors

are Dennis Duitch and Kent Summers, with their current terms expiring at our 2027 annual meeting of stockholders.

Bylaws provide that the authorized number of directors may be changed by resolution of the Board of Directors.

additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as

nearly as possible, each class will consist of one-third of the directors.

The division of our Board of Directors into three classes

with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company.

Any additional directorships

resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each

class will consist of one-third of the directors.

The division of our Board of Directors into three classes with staggered three-year

terms may delay or prevent a change of our management or a change in control of our Company.

Structure of the Board

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vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors.

Our Bylaws provide our Board of Directors with flexibility in its discretion to combine or separate the positions of Chairman

of the Board and Chief Executive Officer.

Our Board of Directors believes it is important to select the Company’s Chairman and

Chief Executive Officer in the manner it considers in the best interests of the Company at any given time.

Our Board of Directors believes

that the Chairman and Chief Executive Officer positions may be filled by one individual or by two different individuals, as determined

by our Board of Directors based on circumstances then in existence.

provide our Board of Directors with flexibility in its discretion to combine or separate the positions of Chairman of the Board and Chief

Executive Officer.

Our Board of Directors believes it is important to select the Company’s Chairman and Chief Executive Officer

in the manner it considers in the best interests of the Company at any given time.

Our Board of Directors believes that the Chairman

and Chief Executive Officer positions may be filled by one individual or by two different individuals, as determined by our Board of

Directors based on circumstances then in existence.

Chairman of the Board presides at all meetings of our Board of Directors and exercises and performs such other powers and duties as may

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the circumstances of our Company, with Donald P.

Monaco serving as Chairman of the Board and Bill Kerby

serving as our Chief Executive Officer.

However, our Board of Directors continually evaluates our leadership structure and could, in the future,

decide to combine the Chairman and Chief Executive Officer positions if it believes that doing so would serve the best interests of our

Company and our stockholders.

Monaco serving as Chairman of the Board and William Kerby serving as our Chief Executive

However, our Board of Directors continually evaluates our leadership structure and could, in the future, decide to combine the

Chairman and Chief Executive Officer positions if it believes that doing so would serve the best interests of our Company and our stockholders.

Meetings and Committees

our fiscal year ended February 28, 2025, the Board of Directors held 7 formal meetings, and each director attended at least 75% of

the aggregate of (i) the total number of meetings of our Board of Directors held during the period he was a director and (ii) the

total number of meetings held by all committees of our Board of Directors on which he served during the periods that he

The Board of Directors also held various informal meetings and took various actions by written consent during the

our fiscal year ended February 28, 2026, the Board of Directors held 5 formal meetings, and each director attended at least 75% of the

aggregate of (i) the total number of meetings of our Board of Directors held during the period he or she was a director and (ii) the

total number of meetings held by all committees of our Board of Directors on which he served during the periods that he served.

of Directors also held various informal meetings and took various actions by written consent during the year.

we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we encourage,

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Board of Directors has established three standing committees.

Audit, Compensation, and Nominating and Corporate Governance, each of

which operates under a written charter that has been approved by our Board of Directors.

Each committee charter has been posted on

the Investors section of our website at www.nexttrip.com.

The reference to our website address does not constitute

incorporation by reference of the information contained at or available through our website, and you should not consider it to be a

part of this Report.

Audit, Compensation, and Nominating and Corporate Governance, each of which

operates under a written charter that has been approved by our Board of Directors.

Each committee charter has been posted on the Investors

section of our website at www.nexttrip.com.

The reference to our website address does not constitute incorporation by reference of the

information contained at or available through our website, and you should not consider it to be a part of this Report.

Audit Committee’s responsibilities include:

appointing, approving the

compensation of, and assessing the independence of our registered public accounting firm;

overseeing the work of

our registered public accounting firm, including through the receipt and consideration of reports from such firm;

reviewing and discussing

with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

monitoring our internal

control over financial reporting, disclosure controls and procedures;

establishing procedures

for the receipt, retention and treatment of accounting related complaints and concerns;

meeting independently with

our registered public accounting firm and management;

reviewing and approving

or ratifying any related person transactions;

preparing the Audit Committee

report required by SEC rules.

members of our Audit Committee are Messrs.

Duitch, Battinelli and Summers, and Mr.

Duitch serves as the chairperson of the

Our Board of Directors has determined that each of Messrs.

Duitch, Battinelli and Summers is an independent director

under the applicable Nasdaq rules and under Rule 10A-3 of the Exchange Act.

All members of our Audit Committee meet the requirements for financial

literacy under the applicable rules and regulations of the SEC and Nasdaq.

Our Board of Directors has determined that each member of

our Audit Committee is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite

financial sophistication as defined under the applicable Nasdaq rules and regulations.

The Audit Committee held four formal meetings, held various informal meetings and took various

actions by written consent during our fiscal year ended February 28, 2025.

approving the compensation of, and assessing the independence of our registered public accounting firm;

the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related

our internal control over financial reporting, disclosure controls and procedures;

procedures for the receipt, retention and treatment of accounting related complaints and concerns;

independently with our registered public accounting firm and management;

and approving or ratifying any related person transactions;

the Audit Committee report required by SEC rules.

members of our Audit Committee are Ms.

Diges and Messrs.

Kircher and Byrd, and Ms.

Diges serves as the chairperson of the committee.

Our Board of Directors has determined that each of Ms.

Diges and Messrs.

Kircher and Byrd is an independent director under the applicable

Nasdaq rules and under Rule 10A-3 of the Exchange Act.

All members of our Audit Committee meet the requirements for financial literacy

under the applicable rules and regulations of the SEC and Nasdaq.

Our Board of Directors has determined that each member of our Audit

Committee is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication

as defined under the applicable Nasdaq rules and regulations.

The Audit Committee held four formal meetings, held various informal meetings

and took various actions by written consent during our fiscal year ended February 28, 2026.

Compensation Committee’s responsibilities include:

annually reviewing and

approving corporate goals and objectives applicable to CEO compensation;

determining our CEO’s

compensation;

reviewing and approving,

or making recommendations to our Board of Directors with respect to the compensation of our other executive officers;

overseeing an evaluation

of our senior executives;

overseeing and administering

our equity incentive plans;

reviewing and making recommendations

to our Board of Directors with respect to director compensation;

reviewing and approving corporate goals and objectives applicable to CEO compensation;

our CEO’s compensation;

and approving, or making recommendations to our Board of Directors with respect to the compensation of our other executive officers;

an evaluation of our senior executives;

and administering our equity incentive plans;

and making recommendations to our Board of Directors with respect to director compensation;

and discussing annually with management our “Compensation Discussion and Analysis” if and when it is required by SEC

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members of our Compensation Committee are Messrs.

Duitch, Battinelli and Summers, and Mr.

Battinelli serves as the chairperson of

the committee.

Jiang, Kircher, Byrd and Ms.

Diges, and Mr.

Jiang serves as the chairperson of the

Our Board of Directors has determined that each of Messrs.

Duitch, Battinelli and Summers is independent under the

applicable Nasdaq rules and regulations and is a “non-employee director” as defined in Rule 16b-3 promulgated under the

Exchange Act.

The Compensation Committee held three formal meetings, held various informal meetings and took various actions by

written consent during our fiscal year ended February 28, 2025.

Jiang, Kircher, Byrd and Ms.

Diges is independent under the applicable

Nasdaq rules and regulations and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee held three formal meetings, held various informal meetings and took various actions by written consent during

our fiscal year ended February 28, 2026.

and Corporate Governance Committee

Nominating and Corporate Governance Committee’s responsibilities include:

identifying individuals

qualified to become board members;

individuals qualified to become board members;

to our Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees;

overseeing an annual evaluation

of the Board of Directors.

an annual evaluation of the Board of Directors.

members of our Nominating and Corporate Governance Committee are Messrs.

Duitch, Battinelli and Summers, and Mr.

Duitch serves as the

chairperson of the committee.

Kaplan, Jiang, and Ms.

Diges, and Mr.

Kaplan serves as the chairperson

of the committee.

Our Board of Directors has determined that each of Messrs.

Duitch, Battinelli and Summers is independent

under the applicable Nasdaq rules and regulations.

The Nominating and Corporate Governance Committee held one formal meeting and held various informal meetings during

our fiscal year ended February 28, 2025.

Kaplan, Jiang and Ms.

Diges is independent under the applicable

Nasdaq rules and regulations.

The Nominating and Corporate Governance Committee held two formal meetings and held various informal meetings

during our fiscal year ended February 28, 2026.

of Ethics and Business Conduct

Company has a code of ethics that applies to all employees, including the Company’s principal executive officer, principal

financial officer, and principal accounting officer, as well as to the members of the Board of Directors.

The code of ethics is

available on our website at www.nexttrip.com.

The Company intends to disclose any changes in, or waivers from, this code by posting

such information on the same website or by filing a Current Report on Form 8-K, in each case to the extent such disclosure is

required by the rules of the SEC or Nasdaq.

The reference to our website address does not constitute incorporation by reference of

the information contained at or available through our website, and you should not consider it to be a part of this Report.

Company has a code of ethics that applies to all employees, including the Company’s principal executive officer, principal financial

officer, and principal accounting officer, as well as to the members of the Board of Directors.

The code of ethics is available on our

website at www.nexttrip.com.

The Company intends to disclose any changes in, or waivers from, this code by posting such information on

the same website or by filing a Current Report on Form 8-K, in each case to the extent such disclosure is required by the rules of the

SEC or Nasdaq.

The reference to our website address does not constitute incorporation by reference of the information contained at or

available through our website, and you should not consider it to be a part of this Report.

Considerations

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in positions with a high degree of responsibility and leadership positions in the companies or institutions with which they are affiliated.

candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all Board

of Director and committee responsibilities.

Members of our Board of Directors are expected to prepare for, attend, and participate in

all Board of Director and applicable committee meetings.

Director candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform

all Board of Director and committee responsibilities.

Members of our Board of Directors are expected to prepare for, attend, and participate

in all Board of Director and applicable committee meetings.

Other than the foregoing, there are no stated minimum criteria for director

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stockholder was a stockholder of record both at the time of giving notice and at the time of the annual meeting, and such recommendations

comply with our Charter and Bylaws and applicable laws, rules and regulations,

including those promulgated by the SEC.

The Nominating and Corporate Governance Committee will evaluate such recommendations in accordance

with its charter, our Bylaws, our policies and procedures for director candidates, as well as the regular director

nominee criteria described above.

This process is designed to ensure that our Board of Directors includes members with diverse backgrounds,

skills and experience, including appropriate financial and other expertise relevant to our business.

Eligible stockholders wishing to

recommend a candidate for nomination should contact the Secretary in writing.

Our Nominating and Corporate Governance Committee has discretion

to decide which individuals to recommend for nomination as directors.

comply with our Charter and Bylaws and applicable laws, rules and regulations, including those promulgated by the SEC.

The Nominating

and Corporate Governance Committee will evaluate such recommendations in accordance with its charter, our Bylaws, our policies and procedures

for director candidates, as well as the regular director nominee criteria described above.

This process is designed to ensure that our

Board of Directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise

relevant to our business.

Eligible stockholders wishing to recommend a candidate for nomination should contact the Secretary in writing.

Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.

nomination should be sent in writing to our Corporate Secretary at NextTrip, Inc., 3900 Paseo del Sol, Santa Fe, New Mexico 87507.

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Company believes that during the fiscal year ended February 28, 2026, its executive officers, directors and greater than 5% stockholders

timely filed all reports under Section 16(a), with the exceptions of Donald P.

Monaco and William Kerby, who failed to file a Form 4

on a timely basis related to their December 2024 and February 2025 debt conversions.

These transactions were subsequently filed by both

individuals on a Form 5 on March 28, 2025.

timely filed all reports under Section 16(a), with the exceptions of:

EXECUTIVE COMPENSATION

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Directors on its discussions, decisions and other actions.

Typically, our Chief Executive Officer makes recommendations to our

Compensation Committee and is involved in the determination of compensation for the respective executive officers that report to

Our Chief Executive Officer does not determine his own compensation.

Our Chief Executive Officer makes recommendations to our

Compensation Committee regarding short- and long-term compensation for all executive officers based on our operating results, an

individual executive officer’s contribution toward these results and performance toward individual goal achievement.

Compensation Committee then reviews the recommendations and other data and makes decisions (or makes recommendations to the Board)

as to total compensation for each executive officer as well as each individual compensation component.

Typically, our Chief Executive Officer makes recommendations to our Compensation

Committee and is involved in the determination of compensation for the respective executive officers that report to him.

Our Chief Executive

Officer does not determine his own compensation.

Our Chief Executive Officer makes recommendations to our Compensation Committee regarding

short- and long-term compensation for all executive officers based on our operating results, an individual executive officer’s

contribution toward these results and performance toward individual goal achievement.

Our Compensation Committee then reviews the recommendations

and other data and makes decisions (or makes recommendations to the Board) as to total compensation for each executive officer as well

as each individual compensation component.

following table sets forth compensation for services rendered in all capacities to the Company:

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Frank Orzechowski - Chief Financial Officer

Lyndsey North - Former President

Actual amounts paid or

John McMahon – Chief Operating Officer, Travel

amounts paid or accrued.

option awards and stock appreciation rights awards (“SARs”).

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of common stock were reserved in connection with the awards since no shares will be issued pursuant to exercise.

The fair value

of option and SARs awards are calculated in accordance with the Financial Accounting Standards Board (“FASB”) ASC 718,

“Compensation – Stock Compensation.” The amount recognized for all awards is calculated using the Black Scholes pricing

No options or SARs were awarded during the twelve months ended February 28, 2025 or February 29, 2024.

In fiscal years 2025 and

2024, we paid Mr.

Kerby $24,000 in connection with various personal financial guarantees, and a personal car allowance of $18,000

pursuant to the terms of his employment agreement

In fiscal year 2024, we

Orzechowski a retention bonus of $109,073 pursuant to the terms of his Retention Bonus and Separation Agreement.

fiscal year 2025, we granted Ms.

North 4,000 shares of common stock at $6.69 per share and paid cash severance of $16,667 pursuant

to the terms of her separation agreement.

North’s employment by the Company terminated on January 6, 2025.

The fair value of

option and SARs awards are calculated in accordance with the Financial Accounting Standards Board (“FASB”) ASC 718, “Compensation

– Stock Compensation.” The amount recognized for all awards is calculated using the Black Scholes pricing model.

or SARs were awarded during the twelve months ended February 28, 2026 or February 28, 2025.

Kerby, at his election, has agreed to defer $100,000 of his annual salary as well as payments related to personal financial guarantees

and his car allowance as described in Note (4) below.

At February 28, 2026, the total compensation deferred by Mr.

Kerby was $270,333.

fiscal years 2026 and 2025, we paid Mr.

Kerby $24,000 in connection with various personal financial guarantees, and a personal car

allowance of $18,000 pursuant to the terms of his employment agreement.

September 1, 2025, Mr.

Orzechowski’s base salary was increased to $250,000 per annum pursuant to his Employment Agreement.

In lieu of cash, we issued Mr.

Orzechowski 8,390 shares of common stock at a price of $2.98 per share, which was the closing price

of our stock on February 10, 2026, the date that the Compensation Committee and the Board of Directors approved Mr.

Orzechowski’s

Employment Agreement.

a discretionary equity award of 10,000 shares of the Company’s common stock granted to Mr.

Orzechowski on February 10, 2026,

the date on which the Compensation Committee and Board of Directors approved the award, with a grant date fair value of $2.98 per

share, or $29,800 in the aggregate, based on the closing price of the Company’s common stock on the grant date.

The award was

made pursuant to the Company’s 2023 Equity Incentive Plan in recognition of Mr.

Orzechowski’s past performance and contributions

to the Company.

The shares were fully vested upon grant.

Executive Officer Employment Agreements

connection with this appointment as Chief Executive Officer of the Company on December 29, 2023, the Company and Mr.

Kerby entered

into an employment letter agreement, dated as of December 29, 2023.

Kerby entered into

an employment letter agreement, dated as of December 29, 2023.

Under the employment agreement, Mr.

Kerby will be entitled to

receive an annual base salary of $400,000, which is subject to increase (but not decrease) in the discretion of the Compensation

Committee of our Board of Directors based on an annual or special case assessment of his performance and other factors.

discretion of our Board of Directors, Mr.

Kerby is also eligible to earn a discretionary, annual fiscal end-of-year incentive bonus

in an amount of up to 100% of his base annual salary.

The exact amount of the incentive bonus will be dependent on the achievement

of Company milestones and profitability, and such other milestones as the Board deems appropriate.

Kerby will have the option of

receiving some or all of his base annual salary and any incentive bonus in cash or in shares of our common stock valued for this

purpose as set forth in his employment agreement and will be eligible to receive equity compensation at the discretion and in an

amount to be determined by our Board of Directors.

Kerby will be entitled to receive

an annual base salary of $400,000, which is subject to increase (but not decrease) in the discretion of the Compensation Committee of

our Board of Directors based on an annual or special case assessment of his performance and other factors.

At the discretion of our Board

of Directors, Mr.

Kerby is also eligible to earn a discretionary, annual fiscal end-of-year incentive bonus in an amount of up to 100%

of his base annual salary.

The exact amount of the incentive bonus will be dependent on the achievement of Company milestones and profitability,

and such other milestones as the Board deems appropriate.

Kerby will have the option of receiving some or all of his base annual

salary and any incentive bonus in cash or in shares of our common stock valued for this purpose as set forth in his employment agreement

and will be eligible to receive equity compensation at the discretion and in an amount to be determined by our Board of Directors.

his employment, Mr.

Kerby will be entitled to an automobile allowance of $1,500 per month and to receive all benefits under any and

all deferred compensation plans, retirement plans, life, disability, health, accident and other insurance programs, and similar

employee benefit plans and programs, sick leave and vacation time that the Company elects, in its sole discretion, to provide from

time to time to its executive officers, and to earn four weeks of paid time off (“PTO”) in accordance with the

Company’s PTO policy.

Kerby will be entitled to an automobile allowance of $1,500 per month and to receive all benefits under any and all

deferred compensation plans, retirement plans, life, disability, health, accident and other insurance programs, and similar employee

benefit plans and programs, sick leave and vacation time that the Company elects, in its sole discretion, to provide from time to time

to its executive officers, and to earn four weeks of paid time off (“PTO”) in accordance with the Company’s PTO policy.

Kerby has entered into various personal guarantees with the Airline Reporting Commission, sellers of travel, merchant providers, financial

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with 30 days’ prior written notice, unless sooner terminated in accordance with the terms thereof.

Should the Company elect to terminate Mr.

Kerby’s employment agreement (other than as a result of death, “Disability” or “Cause,”

as defined therein), he will be entitled to payment of an amount equal to 12 months of his base annual salary in a lump sum payment upon

Should the Company elect to

terminate Mr.

Kerby’s employment agreement (other than as a result of death, “Disability” or “Cause,” as

defined therein), he will be entitled to payment of an amount equal to 12 months of his base annual salary in a lump sum payment upon

termination and the continuation of his health care coverage, at the Company’s expense, for up to 12 months following the termination

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plans, including medical, dental, and vision plans, as well as a 401(k) plan.

June 17, 2022, we entered into an “at will” employment agreement, with Lyndsey North under which she was engaged to serve

as Vice President of Marketing of the Company.

As of September 28, 2022, Ms.

North was appointed President of the Company.

North’s employment agreement, she was entitled to receive an annual base salary of $155,000, which was increased to

$200,000 effective September 28, 2022.

Pursuant to the employment agreement, Ms.

North was granted 4,000 SARs

at an exercise price of $7.00, which vested over a period of three years, with one-third of the award vesting each year on her employment

anniversary date.

At the discretion of the Board of Directors, and subject to the achievement of certain performance goals, Ms.

was also eligible for a performance bonus consisting of a cash award of up to 30% of base salary, which was increased to 50% of base salary,

and a SAR award of up to 25% of base salary.

North was eligible to participate in the Company’s group benefit plans, including

medical, dental, and vision plans, as well as a 401(k) plan.

On January 6, 2025 (the “Termination Date”), Ms.

employment by the Company terminated.

In connection with her departure, the Company paid Ms.

North all deferred compensation owed to Ms.

North as of the Termination Date and, upon her execution and non-revocation of a waiver and release of claims agreement, Ms.

entitled to receive accrued interest on her deferred compensation through the Termination Date, plus severance in an amount equal to one

month of her base salary.

In addition, Ms.

North was granted 4,000 shares of Company common stock, at a price of $6.69 per share, upon

execution of her separation agreement.

July 1, 2019, we entered into an “at will” employment agreement, with Frank Orzechowski under which he was engaged to serve

as our Chief Financial Officer, Treasurer, Principal Accounting Officer and Corporate Secretary of the Company.

Orzechowski’s

employment agreement, he was entitled to receive an annual base salary of $135,000, which was increased to $155,000 effective March 1,

2020, to $180,000 on January 1, 2021, and to $200,000 on October 1, 2021.

Pursuant to the employment

agreement, Mr.

Orzechowski was granted (1) a stock option to purchase up to 250 shares of common stock of the Company, at an exercise

price equal to $14.00 per share, which was the closing market price of the Company’s common stock on July 1, 2019 (the “Effective

Date”), and (2) to purchase up to 6,000 shares of common stock of the Company, with an exercise price of $14.00, subject to vesting as follows:

387 shares vested and became exercisable on the one-year anniversary of the Effective Date, 900 shares vested

and became exercisable on the second-year anniversary of the Effective Date, 1,413 shares vested and became exercisable on the third-year

anniversary of the Effective Date, and 3,300 shares vested and became exercisable on the fourth-year anniversary of the Effective

is eligible to participate in the Company’s equity incentive and group benefit plans, including medical, dental, and vision plans,

as well as a 401(k) plan.

Compensation Recovery

On November 29, 2023, we

adopted a compensation recovery policy (the “Compensation Recovery Policy”) that is designed to comply with, and will be interpreted

in a manner consistent with, Section 10D and Rule 10D-1 of the Exchange Act and the applicable rules of the Nasdaq Stock Market, including

any interpretive guidance provided by Nasdaq.

Under our Compensation Recovery Policy, in the event of an accounting restatement due to

the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required

accounting restatement to correct a material error in previously issued financial statements, or that would result in a material misstatement

if the error were corrected in the current period or left uncorrected in the current period, the Company must recover erroneously awarded

incentive-based compensation previously paid to the Company’s executive officers in accordance with the terms of such Compensation

March 11, 2026, we entered into a new employment agreement (the “Employment Agreement”) with Frank Orzechowski (“Employee”)

setting forth the terms of Employee’s continued service as the Company’s Chief Financial Officer.

The effective date of the

Employment Agreement is retroactive to February 10,2026.

The term of employment is on a monthly basis subject to a six-month severance

payment in the case of involuntary termination or Employee resigns for good reason.

Employee will receive a base annual base salary of

$250,000 (the “Base Salary”), an equity bonus grant of 10,000 shares of the Company’s Common Stock under the Company’s

2023 Equity Incentive Plan (the “Plan”) and a guaranteed cash bonus of $13,500 for the 2026 calendar year.

From September

1,2025 through March 31,2026, $50,000 of the Base Salary will be satisfied in fully vested shares of the Company’s common stock

issued under the Plan based on the closing price of the Company’s Common Stock on February 10,2026.

Employee is also eligible to

earn an annual performance bonus with a target opportunity of between $50,000 and $150,000 as determined by the Compensation Committee

upon achievement of performance objectives as set forth in the Employment Agreement.

Employee is also eligible to participate in additional

grants of awards under the Plan as approved by the Compensation Committee and Board of Directors.

Orzechowski is eligible

to participate in the Company’s equity incentive and group benefit plans, including medical, dental, and vision plans, as well

as a 401(k) plan.

Recovery Policy

Furthermore, under the Compensation Recovery Policy, the Company is prohibited from indemnifying any executive officer

or former executive officer against the loss of erroneously awarded incentive-based compensation and from paying or reimbursing an executive

officer for purchasing insurance to cover any such loss.

Company has adopted a compensation recovery policy (the “Compensation Recovery Policy”) that is designed to comply with,

and will be interpreted in a manner consistent with, Section 10D and Rule 10D-1 of the Exchange Act and the applicable rules of the Nasdaq

Stock Market, including any interpretive guidance provided by Nasdaq.

Under our Compensation Recovery Policy, in the event of an accounting

restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including

any required accounting restatement to correct a material error in previously issued financial statements, or that would result in a

material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company must recover

erroneously awarded incentive-based compensation previously paid to the Company’s executive officers in accordance with the terms

of such Compensation Recovery Policy.

Furthermore, under the Compensation Recovery Policy, the Company is prohibited from indemnifying

any executive officer or former executive officer against the loss of erroneously awarded incentive-based compensation and from paying

or reimbursing an executive officer for purchasing insurance to cover any such loss.

Equity Awards at 2026 Fiscal Year-End

following table sets forth outstanding stock options granted under our 2013 Equity Incentive Plan (the “2013 Plan”) or

2023 Equity Incentive Plan (the “2023 Plan”) and SARs under our 2020 Stock Appreciation Rights Plan (the “2020

SARs Plan”) that are held by our named executive officers as of February 28, 2025:

Option Awards (1)

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Option exercise price ($)

following table sets forth outstanding Stock Appreciation Rights (“SAR’s”) under our 2020 Stock Appreciation Rights

Plan (the “2020 SARs Plan”) that are held by our named executive officers as of February 28, 2026:

Stock Appreciation Rights Awards (1)

Number of SARs exercisable

Number of SARs unexercisable

SAR exercise price ($)

expiration date

Frank Orzechowski (2)

On June 23, 2020, we adopted the 2020 SARs Plan.

The 2020 SARs Plan provides for incentive awards in the form of SARs payable in

No shares of common stock were reserved in connection with the adoption of the 2020 SARs Plan since no shares will be issued

pursuant to the 2020 SARs Plan.

Awards issued under the 2020 SARs Plan are included in the table.

(2) On May 28, 2020, we granted Mr.

Orzechowski an

option to purchase 1,750 shares of our common stock under the 2013 Plan in connection with his employment arrangement.

The option has

an exercise price of $50.00, which as of February 28, 2025 was fully vested.

On June 23, 2020, pursuant to our 2020 SARs Plan, we granted

Orzechowski 902 SARs.

The SARs have an exercise price of $52.60 which as of February 28, 2025 were fully vested and exercisable.

August 11, 2021, we granted Mr.

Orzechowski an option to purchase 2,429 shares of our common stock under our 2013 Plan in connection with

his employment arrangement.

The option has an exercise price of $68.40 and as of February 28, 2025, was fully vested.

On August 11, 2021,

pursuant to our 2020 SARs Plan, we granted Mr.

The 2020 SARs Plan provides for incentive awards in the form of SARs payable in cash.

No shares of common stock were reserved in connection

with the adoption of the 2020 SARs Plan since no shares will be issued pursuant to the 2020 SARs Plan.

On August 11, 2021, pursuant to our 2020 SARs Plan, we granted Mr.

Orzechowski 2,429 SARs.

The SARs have an exercise price of $68.40 and as of February 28,

2025, were fully vested and exercisable.

The SARs have an exercise price of $68.40

and as of February 28, 2026, were fully vested and exercisable.

On July 1, 2022, we granted Mr.

(i) an option to purchase up to 797 shares of our

common stock with an exercise price of $50.00, 717 of which were vested as of February 28, 2025 and the remaining 80 shares of which will

vest in equal monthly installments over the next five months;

(ii) an option to purchase up to 2,609 shares of our common stock with an

exercise price of $50.00, 2,339 of which shares were fully vested as of February 28, 2025 and the remaining 270 shares will vest in equal

monthly installments over the next five months;

(iii) 3,474 SARs with an exercise price of $50.00, 3,113 of which SARs were fully vested

and exercisable as of February 28, 2025, and the remaining 361 of which SARs will vest in equal monthly installments over the next five

and (iv) 4,852 SARs in connection with his employment retention agreement, which SARs have an exercise price of $26.00 and will

vest and become exercisable on March 15, 2025 if Mr.

Orzechowski remains an employee of the Company on that date.

On January 26, 2023,

we granted Mr.

Orzechowski an option to purchase up to 3,711 shares of our common stock, with an exercise price of $11.60.

As of February

28, 2025, the option was fully vested and exercisable.

Orzechowski 3,474 SARs with an exercise

price of $50.00, all of which were fully vested and exercisable as of February 28, 2026, and 4,852 SARs in connection with his employment

retention agreement, which have an exercise price of $26.00 and are fully vested and exercisable as of February 28, 2026.

offer stock options, stock appreciation rights, and stock awards to certain of our employees, including our executive officers, as the

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Equity Incentive Plan

November 19, 2023, our Board of Directors adopted the 2024 Plan.

November 19, 2023, our Board of Directors adopted the 2023 Equity Incentive Plan.

Board of Directors believes that the grant of options and other stock awards is an important incentive for the Company’s employees,

officers and directors.

Previously, we issued options and stock awards pursuant to our 2013 Plan, which plan expired

according to its terms in March 2023.

of May 28, 2026, there were 914,825 options outstanding under the Plan

summary of the material terms of the 2023 Plan is set forth below.

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Administration

2023 Plan is to be administered by the Board of Directors or by a committee to which administration of the 2023 Plan, or of part of

thereof, is delegated by the Board of Directors.

The 2023 Plan is currently administered by our Compensation Committee, which we

refer to below as the “Administrator.” The Administrator is responsible for selecting the officers, employees,

directors, consultants and advisers who will receive Options, Stock Appreciation Rights and Stock Awards (each as defined in the 2023 Plan).

Subject to the

requirements imposed by the 2023 Plan, the Administrator is also responsible for determining the terms and conditions of each Option

and Stock Appreciation Right award, including the number of shares subject to the Option, the exercise price, expiration date and

vesting period of the Option and whether the option is an Incentive Option or a Non-Qualified Option.

2023 Plan is to be administered by the Board of Directors or by a committee to which administration of the 2023 Plan, or of part of thereof,

is delegated by the Board of Directors.

The 2023 Plan is currently administered by our Compensation Committee, which we refer to below

as the “Administrator.” The Administrator is responsible for selecting the officers, employees, directors, consultants and

advisers who will receive Options, Stock Appreciation Rights and Stock Awards (each as defined in the 2023 Plan).

Subject to the requirements

imposed by the 2023 Plan, the Administrator is also responsible for determining the terms and conditions of each Stock Award,

including the number of shares granted, the purchase price (if any), and the vesting, transfer and other restrictions imposed on the

The Administrator has the power, authority and discretion to make all other determinations deemed necessary or advisable for

the administration of the 2023 Plan or of any award under the 2023 Plan.

imposed by the 2023 Plan, the Administrator is also responsible for determining the terms and conditions of each Option and Stock Appreciation

Right award, including the number of shares subject to the Option, the exercise price, expiration date and vesting period of the Option

and whether the option is an Incentive Option or a Non-Qualified Option.

Subject to the requirements imposed by the 2023 Plan, the Administrator

is also responsible for determining the terms and conditions of each Stock Award, including the number of shares granted, the purchase

price (if any), and the vesting, transfer and other restrictions imposed on the stock.

The Administrator has the power, authority and

discretion to make all other determinations deemed necessary or advisable for the administration of the 2023 Plan or of any award under

the 2023 Plan.

2023 Plan is not subject to the Employee Retirement Income Security Act of 1974 and is not a qualified pension, profit sharing or bonus

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general, a “Change of Control” means:

A sale of all or substantially

all of our assets;

Our liquidation or dissolution;

A purchase or other acquisition

of 51% or more of our Common Stock

Our merger or consolidation

with or into another corporation.

sale of all or substantially all of our assets;

liquidation or dissolution;

purchase or other acquisition of 51% or more of our Common Stock

merger or consolidation with or into another corporation.

Adjustment Provisions

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Board of Directors may at any time amend, discontinue or terminate the 2023 Plan.

With specified exceptions, no amendment,

suspension or termination of the 2023 Plan may adversely affect outstanding Options or Stock Appreciation Rights or the terms that

are applicable to outstanding Stock Awards.

No amendment, suspension or termination of the Plan requires stockholder approval unless

such approval is required under applicable law or under the rules of any stock exchange on which our Common Stock is traded.

terminated earlier by the Board of Directors, the 2023 Plan will terminate on the tenth anniversary of the date of the Board’s

adoption of the 2023 Plan.

With specified exceptions, no amendment, suspension

or termination of the 2023 Plan may adversely affect outstanding Options or Stock Appreciation Rights or the terms that are applicable

to outstanding Stock Awards.

No amendment, suspension or termination of the Plan requires stockholder approval unless such approval is

required under applicable law or under the rules of any stock exchange on which our Common Stock is traded.

Unless terminated earlier

by the Board of Directors, the 2023 Plan will terminate on the tenth anniversary of the date of the Board’s adoption of the 2023

Income Tax Consequences

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top three other highest compensated executive officers serving at any fiscal year-end.

Equity Incentive Plan

Board of Directors adopted the 2013 Plan, which terminated on March 15, 2023, to (1) encourage selected employees, officers, directors,

consultants and advisers to improve our operations and increase our profitability, (2) encourage selected employees, officers, directors,

consultants and advisers to accept or continue employment or association with us, and (3) increase the interest of selected employees,

officers, directors, consultants and advisers in our welfare through participation in the growth in value of our common stock.

our current employees, officers, directors and consultants were eligible to participate in the 2013 Plan.

Administration

2013 Plan is administered by the Board or by a committee to which administration of the Plan, or of part of thereof, is delegated by

The 2013 Plan is currently administered by our Compensation Committee, which we refer to below as the

“Administrator.” The Administrator is responsible for selecting the officers, employees, directors, consultants and

advisers who will receive Options, Stock Appreciation Rights and Stock Awards (each as defined in the 2013 Plan).

Subject to the requirements imposed by the 2013

Plan, the Administrator is also responsible for determining the terms and conditions of each Option and Stock Appreciation Right

award, including the number of shares subject to the Option, the exercise price, expiration date and vesting period of the Option

and whether the option is an Incentive Option or a Non-Qualified Option.

Subject to the requirements imposed by the 2013 Plan, the

Administrator is also responsible for determining the terms and conditions of each Stock Award, including the number of shares

granted, the purchase price (if any), and the vesting, transfer and other restrictions imposed on the stock.

The Administrator has

the power, authority and discretion to make all other determinations deemed necessary or advisable for the administration of the

2013 Plan or of any award under the 2013 Plan.

2013 Plan is not subject to the Employee Retirement Income Security Act of 1974 and is not a qualified pension, profit sharing or bonus

plan under Section 401(a) of the Internal Revenue Code.

Subject to the 2013 Plan

of May 28, 2024 there were no shares subject to outstanding awards under the 2013 Plan.

The plan expired

on March 15, 2023 and therefore there are no shares available for future issuance under the 2013 Plan.

Option, Stock Appreciation Right or Stock Award will become exercisable or non-forfeitable (that is, “vest”) under conditions

specified by the Administrator at the time of grant.

Vesting typically is based upon continued service as a director or employee but

may be based upon any performance criteria and other contingencies that are determined by the Administrator.

Shares subject to Stock

Awards may be subject to specified restrictions concerning transferability, repurchase by the Company and forfeiture of the shares issued,

together with such other restrictions as may be determined by the Administrator.

Option or Stock Appreciation Right must be exercised by a date specified in the award agreement, which may not be more than ten years

after the grant date.

Except as otherwise provided in the relevant agreement, an Option or Stock Appreciation Right ceases to be exercisable

ninety days after the termination of the holder’s service with us.

otherwise determined by the Administrator, Options are not transferable except by will or the laws of descent and distribution.

Price Payment

otherwise determined by the Administrator, the purchase price of common stock acquired under the 2013 Plan is payable by cash or check

at the time of an Option exercise or acquisition of a Stock Award.

The Company does not charge participants any fees or commissions in

connection with their acquisition of common stock under the 2013 Plan.

The Administrator also has discretion to accept the following

types of payment from participants:

A secured or unsecured

promissory note, provided that this method of payment is not available to a participant who is a director or an executive officer;

Shares of our Common Stock

already owned by the Option or Stock Award holder as long as the surrendered shares have a fair market value that is equal to the

acquired stock and have been owned by the participant for at least six months;

The surrender of shares

of Common Stock then issuable upon exercise of an Option;

option exercise in accordance with applicable regulations of the SEC and the Federal Reserve Board.

the time of his or her exercise of an Option or Stock Appreciation Right, an employee is responsible for paying all applicable federal

and state withholding taxes.

A holder of Stock Awards is responsible for paying all applicable federal and state withholding taxes once

the shares covered by the award cease to be forfeitable or at any other time required by applicable law.

Law Compliance

of common stock will not be issued pursuant to the exercise of an Option or the receipt of a Stock Award unless the Administrator determines

that the exercise of the Option or receipt of the Stock Award and the issuance and delivery of such shares will comply with all relevant

provisions of law, including, without limitation, the Securities Act, applicable state and

foreign securities laws and the requirements of any stock exchange on which our common stock is traded.

of Certain Corporate Transactions

as otherwise determined by the Administrator, in the event of a “corporate transaction,” all previously unexercised Options

and Stock Appreciation Rights will terminate immediately prior to the consummation of the corporate transaction and all unvested Restricted

Stock awards will be forfeited immediately prior to the consummation of the corporate transaction.

The Administrator, in its discretion,

may permit exercise of any Options or Stock Appreciation Rights prior to their termination, even if those awards would not otherwise

have been exercisable, or provide that outstanding awards will be assumed or an equivalent Option or Stock Appreciation Right substituted

by a successor corporation.

The Administrator, in its discretion, may remove any restrictions as to any Restricted Stock awards or provide

that all outstanding Restricted Stock awards will participate in the corporate transaction with an equivalent stock substituted by the

successor corporation subject to the restrictions.

In general, a “corporate transaction” means:

Our liquidation or dissolution;

Our merger or consolidation

with or into another corporation as a result of which we are not the surviving corporation;

A sale of all or substantially

all of our assets;

A purchase or other acquisition

of more than 50% of our outstanding stock by one person, or by more than one person acting in concert.

Adjustment Provisions

the stock of the Company is changed by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination or

reclassification, appropriate adjustments shall be made by the Administrator, in its discretion, in (1) the number and class of shares

of stock subject to the 2013 Plan and each Option and grant of Stock Awards outstanding under the 2013 Plan, and (2) the purchase price

of each outstanding Option and (if applicable) Stock Award.

2013 Plan terminated automatically on March 15, 2023, which was the tenth anniversary of the date of the 2013 Plan’s adoption by

our Board of Directors.

Stock Appreciation Rights Plan

June 23, 2020, our Board of Directors adopted the 2020 SARs Plan.

The purposes of the 2020 SARs Plan are to:

(i) enable the Company

to attract and retain the types of employees, consultants, and directors (collectively, “Service Providers”) who will

contribute to the Company’s long-range success;

(ii) provide incentives that align the interests of Service Providers with

those of the shareholders of the Company;

and (iii) promote the success of the Company’s business.

The 2020 SARs Plan only

provides for incentive awards that are only made in the form of SARs payable in cash.

No shares of common stock were reserved

in connection with the adoption of the 2020 SARs Plan since no shares will be issued pursuant to the 2020 SARs Plan.

2020 SARs Plan will be administered by the Compensation Committee of the Board or, in the Board’s sole discretion, by the

The Compensation Committee will have the authority to, among other things, (i) construe and interpret the 2020 SARs Plan and

apply its provisions;

purposes of the 2020 SARs Plan are to:

(i) enable the Company to attract and retain the types of employees, consultants, and directors

(collectively, “Service Providers”) who will contribute to the Company’s long-range success;

(ii) provide incentives

that align the interests of Service Providers with those of the shareholders of the Company;

and (iii) promote the success of the Company’s

The 2020 SARs Plan only provides for incentive awards that are only made in the form of SARs payable in cash.

common stock were reserved in connection with the adoption of the 2020 SARs Plan since no shares will be issued pursuant to the 2020

of May 28, 2026 there were 36,316 SARs outstanding under the 2020 SARs Plan.

2020 SARs Plan will be administered by the Compensation Committee of the Board or, in the Board’s sole discretion, by the Board.

The Compensation Committee will have the authority to, among other things, (i) construe and interpret the 2020 SARs Plan and apply its

(ii) promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;

delegate its authority to one or more persons who is an officer of the Company within the meaning of Section 16 of the Exchange Act

and the rules and regulations promulgated thereunder with respect to SARs that do not involve “insiders” within the

meaning of Section 16 of the Exchange Act;

(iv) determine when SARs are to be granted under the 2020 SARs Plan and the applicable

(v) prescribe the terms and conditions of each SAR, including, without limitation, the exercise price and medium of

payment and vesting provisions, and to specify the provisions of the SAR Agreement relating to such grant;

(vi) amend any

outstanding SARs, subject, in certain cases, to the participant’s consent;

and (vii) make all other determinations which may

be necessary or advisable for the administration of the 2020 SARs Plan.

may be granted only to persons who are Service Providers, and those persons whom the Compensation Committee determines are

reasonably expected to become Service Providers following the grant date.

The Compensation Committee may from time to time designate

those Service Providers, if any, to be granted SARs under the 2020 SARs Plan, the number of SARs which will be granted to each such

person, and any other terms or conditions relating to SARs as it may deem appropriate to the extent consistent with the provisions

(iii) delegate its

authority to one or more persons who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules

and regulations promulgated thereunder with respect to SARs that do not involve “insiders” within the meaning of Section

16 of the Exchange Act;

(iv) determine when SARs are to be granted under the 2020 SARs Plan and the applicable grant date;

(v) prescribe

the terms and conditions of each SAR, including, without limitation, the exercise price and medium of payment and vesting provisions,

and to specify the provisions of the SAR Agreement relating to such grant;

(vi) amend any outstanding SARs, subject, in certain cases,

to the participant’s consent;

and (vii) make all other determinations which may be necessary or advisable for the administration

of the 2020 SARs Plan.

A participant who has been granted a SAR may, if otherwise eligible, be granted additional incentive awards

may be granted only to persons who are Service Providers, and those persons whom the Compensation Committee determines are reasonably

expected to become Service Providers following the grant date.

The Compensation Committee may from time to time designate those Service

Providers, if any, to be granted SARs under the 2020 SARs Plan, the number of SARs which will be granted to each such person, and any

other terms or conditions relating to SARs as it may deem appropriate to the extent consistent with the provisions of the 2020 SARs Plan.

A participant who has been granted a SAR may, if otherwise eligible, be granted additional incentive awards at any time.

The Compensation Committee may grant SARs to any Service Provider.

A SAR is the right to receive an amount equal to the Spread with

respect to a share of the Company’s common stock upon the exercise of the SAR.

The “Spread” is the difference

between the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the

date of exercise of the SAR.

A SAR is the right to receive an amount equal to the Spread with respect

to a share of the Company’s common stock upon the exercise of the SAR.

The “Spread” is the difference between the exercise

price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of exercise of the

The terms and conditions of each SAR will be evidenced by a SAR agreement.

The exercise price per share will not be

less than 100% of the fair market value of a Share on the date of grant of the SAR.

The term of the SAR will be determined by the

Compensation Committee but may not be greater than ten years from the date of grant.

SARs are exercisable subject to such terms and conditions as the Compensation Committee may specify in the SAR agreement for the

A SAR may be exercised by the delivery of a signed written notice of exercise to the Company, which must be received and

accepted by the Company as of a date set by the Company in advance of the effective date of the proposed exercise.

The notice must

set forth the number of SARs being exercised, together with any additional documents the Company may require.

The exercise price per share will not be less

than 100% of the fair market value of a Share on the date of grant of the SAR.

The term of the SAR will be determined by the Compensation

Committee but may not be greater than ten years from the date of grant.

SARs are exercisable subject to such terms and conditions as the Compensation Committee may specify in the SAR agreement for the SAR.

A SAR may be exercised by the delivery of a signed written notice of exercise to the Company, which must be received and accepted by

the Company as of a date set by the Company in advance of the effective date of the proposed exercise.

The notice must set forth the

number of SARs being exercised, together with any additional documents the Company may require.

Upon exercise of a SAR, the Grantee will receive an amount equal to the Spread.

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of SAR Agreement

participant to whom a SAR is granted will be required to enter into a SAR agreement with the Company, in such a form as is provided

by the Compensation Committee.

The SAR agreement will contain specific terms as determined by the Compensation Committee, in its

discretion, with respect to the participant’s particular SAR.

Such terms need not be uniform among all participants or any

similarly situated participants.

The SAR agreement may include, without limitation, vesting, forfeiture and other provisions

particular to the particular participant’s SAR, as well as, for example, provisions to the effect that the participant must

abide by all the terms and conditions of the Plan and such other terms and conditions as may be imposed by the Compensation

A SAR will include such terms and conditions as are determined by the Compensation Committee, in its discretion, to be

appropriate with respect to any participant.

Compensation Committee may specify in a SAR agreement that the participant’s rights, payments, and benefits with respect to a

SAR will be subject to forfeiture upon the occurrence of certain specified events, in addition to any otherwise applicable vesting

or performance conditions of the incentive award.

Such events may include, but are not limited to, termination with cause or other

conduct by the participant that is detrimental to the business or reputation of the Company.

participant to whom a SAR is granted will be required to enter into a SAR agreement with the Company, in such a form as is provided by

the Compensation Committee.

The SAR agreement will contain specific terms as determined by the Compensation Committee, in its discretion,

with respect to the participant’s particular SAR.

Such terms need not be uniform among all participants or any similarly situated

participants.

The SAR agreement may include, without limitation, vesting, forfeiture and other provisions particular to the particular

participant’s SAR, as well as, for example, provisions to the effect that the participant must abide by all the terms and conditions

of the Plan and such other terms and conditions as may be imposed by the Compensation Committee.

A SAR will include such terms and conditions

as are determined by the Compensation Committee, in its discretion, to be appropriate with respect to any participant.

Compensation Committee may specify in a SAR agreement that the participant’s rights, payments, and benefits with respect to a SAR

will be subject to forfeiture upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance

conditions of the incentive award.

Such events may include, but are not limited to, termination with cause or other conduct by the participant

that is detrimental to the business or reputation of the Company.

of Employment

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12 months following the participant’s termination of employment.

to the conditions and limitations of the 2020 SARs Plan and applicable law, in the event that a participant ceases to be an

employee, outside director or consultant, as applicable, for whatever reason, the Compensation Committee and participant may

mutually agree with respect to any outstanding SAR then held by the participant (i) for an acceleration or other adjustment in any

vesting schedule applicable to the SAR award;

(ii) for a continuation of the exercise period following termination for a longer

period than is otherwise provided under such SAR;

to the conditions and limitations of the 2020 SARs Plan and applicable law, in the event that a participant ceases to be an employee,

outside director or consultant, as applicable, for whatever reason, the Compensation Committee and participant may mutually agree with

respect to any outstanding SAR then held by the participant (i) for an acceleration or other adjustment in any vesting schedule applicable

to the SAR award;

(ii) for a continuation of the exercise period following termination for a longer period than is otherwise provided

under such SAR;

or (iii) to any other change in the terms and conditions of the SAR.

of any such change to an outstanding SAR, a written amendment to the participant’s SAR agreement will be required.

amendment to a participant’s SAR will be made to the extent compensation payable pursuant thereto as a result of such

amendment would be considered deferred compensation that is not excepted from taxation or penalties under Code Section 409A, unless

otherwise determined by the Compensation Committee.

granted under the 2020 SARs Plan are not transferable other than to a designated beneficiary upon the Participant’s death or

by will or the laws of descent and distribution.

otherwise provided in a SAR Agreement, notwithstanding any contrary provision in the 2020 SARs Plan, in the event of a Change in

Control (as defined in the 2020 SARs Plan), all outstanding SARs will become 100% vested and immediately exercisable.

In the event of any such change to an outstanding

SAR, a written amendment to the participant’s SAR agreement will be required.

No amendment to a participant’s SAR will be

made to the extent compensation payable pursuant thereto as a result of such amendment would be considered deferred compensation that

is not excepted from taxation or penalties under Code Section 409A, unless otherwise determined by the Compensation Committee.

granted under the 2020 SARs Plan are not transferable other than to a designated beneficiary upon the Participant’s death or by

will or the laws of descent and distribution.

otherwise provided in a SAR Agreement, notwithstanding any contrary provision in the 2020 SARs Plan, in the event of a Change in Control

(as defined in the 2020 SARs Plan), all outstanding SARs will become 100% vested and immediately exercisable.

Board at any time, and from time to time, may amend or terminate the 2020 SARs Plan.

The Compensation Committee at any time, and

from time to time, may amend the terms of any one or more SAR agreements, except that the Committee may not affect any amendment

which would otherwise constitute an impairment of the rights under any SAR unless the participant consents in writing.

of May 28, 2025 there were 40,223 SARs outstanding under the 2020 SARs Plan.

The Compensation Committee at any time, and from

time to time, may amend the terms of any one or more SAR agreements, except that the Committee may not affect any amendment which would

otherwise constitute an impairment of the rights under any SAR unless the participant consents in writing.

believe that a combination of cash and equity compensation is appropriate to attract and retain the individuals we desire to serve on

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of our company do not receive compensation for their service on our Board of Directors.

our director compensation program for fiscal year 2025, each non-employee director received annual compensation of $35,000, and each

director has agreed to defer receipt of cash compensation until such time as the Company completes a public financing.

All cash fees

are paid quarterly.

Also, each non-employee director may be reimbursed for his reasonable expenses incurred in the performance of his

duties as a director as our Board of Directors determines from time to time.

Our Compensation Committee intends to evaluate our director

compensation program and determine whether any changes should be recommended to the Board.

our director compensation program for fiscal year 2026, each Mr.

Monaco, and each of our former non-employee director received cash compensation

of $12,500, and options to purchase 135,000 shares of our common stock, which are fully vested.

Each director has agreed to defer receipt

of cash compensation until such time as the Company completes a public financing.

Also, each non-employee director may be reimbursed

for his reasonable expenses incurred in the performance of his duties as a director as our Board of Directors determines from time to

Our fiscal year 2027 director compensation program has not been finalized, nor has a plan been finalized for directors who were

newly appointed during fiscal year 2026.

The Compensation Committee is evaluating our director compensation program and will recommend

changes to the Board.

Until such time as the Compensation Committee and the Board adopt a new director compensation program, directors

will not receive any compensation for services.

following table sets forth certain information concerning the compensation paid to non-employee directors in fiscal year 2026 for their

services as directors of the Company.

The compensation of Mr.

Kerby, who serves as a director and our Chief Executive Officer, is described

in the Summary Compensation Table of Executive Officers.

Our non-employee directors do not receive fringe or other benefits.

Fees Earned or

Paid in Cash ($)

Awards ($) (7)

Jacob Brunsberg (2)

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Kent Summers (5)

The fees shown were paid

to each of the respective individuals for services as director.

Andy Kaplan (6)

David Jiang (6)

Steve Kircher (6)

Carmen Diges (6)

Jimmy Byrd (6)

fees shown were paid to Mr.

Monaco for services as director through July 28, 2025.

On April 1, 2025, the Company granted Mr.

an option to purchase up to 85,000 shares of the Company’s common stock in connection with his service as a director.

price of the option is equal to $5.76 per share, is fully vested, had a grant date fair value of $370,277, and has a three-year term.

On June 25, 2025, the Company granted Mr.

Monaco an option to purchase up to 50,000 shares of the Company’s common stock in

connection with his service as a director.

The exercise price of the option is equal to $3.37 per share, is fully vested, had a grant

date fair value of $81,645, and has a two-year term.

fees shown were paid to Mr.

Brunsberg for services as director through July 28, 2025.

On March 6, 2025, the Company granted Mr.

an option to purchase up to 31,250 shares of common stock pursuant to the terms of his November 22, 2023 Retention Bonus and Separation

The exercise price of the option is equal to $3.675 per share, is fully vested, had a grant date fair value

of $97,159, and has a five-year term.

On April 1, 2025, the Company granted Mr.

Brunsberg an option to purchase up to 85,000 shares

of the Company’s common stock in connection with his service as a director.

The exercise price of the option is equal to $5.76

per share, is fully vested, had a grant date fair value of $370,277, and has a three-year term.

On June 25, 2025, the Company granted

Brunsberg an option to purchase up to 50,000 shares of the Company’s common stock in connection with his service as a director.

The exercise price of the option is equal to $3.37 per share, is fully vested, had a grant date fair value of $81,645, and has a

two-year term.

Brunsberg resigned as a director effective July 28, 2025.

fees shown were paid to Mr.

Battinelli for services as director through July 28, 2025.

On April 1, 2025, the Company granted Mr.

Battinelli an option to purchase up to 85,000 shares of the Company’s common stock in connection with his service as a director.

The exercise price of the option is equal to $5.76 per share, is fully vested, had a grant date fair value of $370,277, and has a

three-year term.

On June 25, 2025, the Company granted Mr.

Battinelli an option to purchase up to 50,000 shares of the Company’s

common stock in connection with his service as a director.

The exercise price of the option is equal to $3.37 per share, is fully

vested, had a grant date fair value of $81,645, and has a two-year term.

Battinelli resigned as a director effective July 28,

fees shown were paid to Mr.

Duitch for services as director through July 28, 2025.

On April 1, 2025, the Company granted Mr.

an option to purchase up to 85,000 shares of the Company’s common stock in connection with his service as a director.

price of the option is equal to $5.76 per share, is fully vested, had a grant date fair value of $370,277, and has a three-year term.

On June 25, 2025, the Company granted Mr.

Duitch an option to purchase up to 50,000 shares of the Company’s common stock in

connection with his service as a director.

The exercise price of the option is equal to $3.37 per share, is fully vested, had a grant

date fair value of $81,645, and has a two-year term.

Duitch resigned as a director effective July 28, 2025.

fees shown were paid to Mr.

Summers for services as director through July 28, 2025.

On April 1, 2025, the Company granted Mr.

an option to purchase up to 85,000 shares of the Company’s common stock in connection with his service as a director.

price of the option is equal to $5.76 per share, is fully vested, had a grant date fair value of $370,277, and has a three-year term.

On June 25, 2025, the Company granted Mr.

Summers an option to purchase up to 50,000 shares of the Company’s common stock in

connection with his service as a director.

The exercise price of the option is equal to $3.37 per share, is fully vested, had a grant

date fair value of $81,645, and has a two-year term.

Summers resigned as a director effective July 28, 2025.

Kaplan was appointed as a director on July 17, 2025, and Messrs.

Jiang, Kircher, and Byrd and Ms.

Diges were appointed as directors

on July 28, 2025.

Until such time as the Compensation Committee and the Board of Directors approve and adopt a new director compensation

program, directors will not receive any compensation.

the aggregate grant date fair value of stock awards and stock options computed in accordance with FASB ASC Topic 718.

These amounts

do not correspond to the actual value that will be recognized by the named directors from these awards.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following tables set forth certain information regarding beneficial ownership of our common stock, and each series of our outstanding preferred stock

as of May 28, 2025 (a) by each person known by us to own beneficially 5% or more of the outstanding shares of each class of the outstanding

securities, (b) by our named executive officers and each of our directors (and director nominees) and (c) by all executive officers and

directors of the Company as a group.

following tables set forth certain information regarding beneficial ownership of our common stock, and each series of our outstanding

preferred stock as of May 28, 2026 (a) by each person known by us to own beneficially 5% or more of the outstanding shares of each class

of the outstanding securities, (b) by our named executive officers and each of our directors (and director nominees) and (c) by all executive

officers and directors of the Company as a group.

number of shares beneficially owned by each stockholder is determined in accordance with SEC rules.

3 unchanged sentences

there were 14,493,468 shares of Company common stock outstanding.

In addition to the foregoing, as of May 28, 2025,

there were (i) 316 shares of the Company’s Series E Preferred outstanding, which, including accrued dividends thereon, were convertible

into an aggregate of 3,380 shares of Company common stock;

(ii) 33,000 shares of Series H Preferred outstanding;

(iii) 500,442 shares

of Series I Preferred outstanding;

(iii) 297,788 shares of Series J Preferred outstanding;

(iv) 60,595 shares of Series K Preferred outstanding;

(v) 1,076,156 shares of Series L Preferred outstanding;

(vi) 133,278 shares of Series M Preferred outstanding;

(vii) 500,000 shares of

Series N Preferred outstanding;

(viii) 443,549 shares of Series O Preferred outstanding;

and (ix) 343,750 shares of Series P Preferred

addition to the foregoing, as of May 28, 2026, there were (i) 150,000 shares of the Company’s Series A Preferred outstanding which

were convertible into 150,000 shares of common stock, (ii) 408,421 shares of the Company’s Series B Preferred outstanding which

were convertible into 408,421 shares of common stock, and (iii) 316 shares of the Company’s Series E Preferred outstanding, which,

including accrued dividends thereon, were convertible into an aggregate of 3,623 shares of Company common stock.

computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of

11 unchanged sentences

William Kerby (2)

Lyndsey North

Frank Orzechowski

Jacob Brunsberg (4)

Salvatore Battinelli (5)

Dennis Duitch (6)

David Jiang (4)

Andy Kaplan (5)

Steve Kircher (6)

All executive officers and directors as a group (9 persons) (7)

5% Stockholders:

David Jiang (9)

Based on 7,653,525 shares outstanding at May 28, 2025.

Denis Suggs (8)

on 14,493,468 shares outstanding at May 28, 2026.

11,386 shares held by Travel and Media Tech, LLC (“TMT”).

Kerby is a 50% member of TMT, and is deemed to

beneficially own the shares held by TMT.

Kerby disclaims beneficial ownership of all securities held by TMT in excess of his

pecuniary interest, if any.

Excludes 331,124 shares of common stock issuable upon conversion of shares of Series L Preferred stock,

as conversion is contingent upon shareholder approval and subject to beneficial ownership limitations.

Kerby is a co-manager and 48% member of TMT.

As a co-manager,

Kerby has the right to exercise investment power, and accordingly is deemed to beneficially own the shares held by TMT.

disclaims beneficial ownership of all securities held by TMT in excess of his pecuniary interest, if any.

(i) 1,733 shares held by Monaco Investment Partners, LP (“MIP”);

(ii) 2,082,296 shares held by the Donald P.

Insurance Trust (the “Trust”);

and (iii) 11,386 shares held by TMT.

Monaco is the managing general partner of MI

Partners, is the trustee of the Trust and is a 50% member of TMT, and as such is deemed to beneficially own the securities held by

the MI Partners, Trust and TMT, respectively.

Monaco disclaims beneficial ownership of all securities held by MIP, the Trust and

TMT in excess of his pecuniary interest, if any.

Excludes 745,032 shares of common stock issuable upon conversion of shares of

Series L Preferred stock held by the Trust, as conversion is contingent upon shareholder approval and subject to beneficial

ownership limitations.

Includes 116,500 shares

issuable upon the exercise of stock options.

Includes (i) 85,000 shares

issuable upon the exercise of stock options, (ii) 179 shares issuable upon the conversion of shares of the Company’s Series

E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.

Includes 85,000 shares

issuable upon the exercise of stock options.

Includes 85,000 shares

issuable upon the exercise of stock options.

Includes (i) 456,500 shares

issuable upon the exercise of stock options, (ii) 179 shares issuable upon the conversion of the shares of the Company’s Series

E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.

Excludes shares beneficially owned by Ms.

since her employment terminated on January 6, 2025.

Includes 197,500 shares

issuable upon the conversion of Series I Preferred.

Excludes 230,028 shares of common stock issuable upon conversion of shares

of additional Series I Preferred stock and 231,788 shares of common stock issuable upon conversion of shares of Series J Preferred stock,

as conversion is contingent upon shareholder approval and subject to beneficial ownership limitations.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series H Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

Procopio Cory Hargreaves & Savitch LLP

c/o NextTrip, Inc.

Based on 33,000 shares

of Series H Preferred outstanding at May 28, 2025.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series I Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner (1)

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

David Jiang c/o NextTrip, Inc.

Gregory Miller c/o NextTrip, Inc.

Based on 500,442 shares

of Series I Preferred outstanding at May 28, 2025.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series J Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

David Jiang c/o NextTrip, Inc.

Market Makers c/o NextTrip, Inc.

Based on 297,788 shares

of Series J Preferred outstanding at May 28, 2025.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series K Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

Denis Suggs c/o NextTrip, Inc .

SIS II c/o NextTrip, Inc.

Based on 60,595 shares

of Series K Preferred outstanding at May 28, 2025.

Other than Messrs.

Kerby and Monaco, who serve as

our Chief Executive Officer and Chairman of our Board, respectively, there are no other 5% beneficial owners of shares of our Series L

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

Named Executive Officers and Directors:

Bill Kerby c/o NextTrip, Inc.

Monaco c/o NextTrip, Inc.

Based on 1,076,156 shares

of Series L Preferred outstanding at May 28, 2025.

Shares are held by the Trust.

Monaco is the trustee of the Trust.

Monaco disclaims beneficial ownership of all securities held by the Trust in excess of his pecuniary interest.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series M Preferred, and therefore

have been excluded from the following table.

of Beneficial Owner

Beneficially Owned

Shares Beneficially

5% Beneficial Owners:

Bern c/o NextTrip, Inc.

Based on 133,278 shares

of Series M Preferred outstanding at May 28, 2025.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series N Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

Fysh Holdings, Inc.

c/o NextTrip, Inc.

Based on 500,000 shares

of Series N Preferred outstanding at May 28, 2025.

of the Company’s executive officers owns shares of the outstanding shares of Series O Preferred, as set forth below.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

McMahon c/o NextTrip, Inc.

Priscilla Alexander c/o NextTrip, Inc.

James Killen c/o NextTrip, Inc.

LuxeLife Services LLC c/o NextTrip, Inc.

Valerie Wilson Travel, Inc.

c/o NextTrip, Inc.

Based on 443,549 shares

of Series O Preferred outstanding at May 28, 2025.

McMahon serves as Chief Operating Officer of the Company’s Travel Division.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series P Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

Denis Suggs c/o NextTrip, Inc.

Based on 343,750 shares

of Series P Preferred outstanding at May 28, 2025.

Monaco Insurance

Trust (the “Trust”);

(iii) 135,000 shares issuable to the Trust upon the exercise of stock options;

and (iv) 11,386 shares

Monaco is the managing general partner of MI Partners, is the trustee of the Trust and is a 52% member of TMT.

Monaco is also a co-manager of TMT, and has the right to exercise investment power, and accordingly, is deemed to beneficially own

the securities held by MIP, Trust and TMT, respectively.

Monaco disclaims beneficial ownership of all securities held by MIP,

the Trust and TMT in excess of his pecuniary interest, if any.

74,089 shares issuable upon the exercise of warrants to purchase common shares.

33,400 common shares, and 36,700 shares issuable upon the exercise of warrants to purchase common shares held by KC Global Media

Asia, LLC (“KCGM”).

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

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

Kaplan disclaims beneficial ownership of all securities

held by KCGM in excess of his pecuniary interest, if any.

Also includes 31,250 common shares held directly by the Trust.

disclaims beneficial ownership of all securities held by the Trust in excess of his pecuniary interest, if any.

Excludes 75,000 shares

issuable upon the exercise of warrants and 16,667 shares issuable upon the conversion of Series A Preferred stock, as both the exercise

of the warrants and the conversion of the preferred stock are contingent upon shareholder approval.

42,501 common shares and 4,139 shares issuable upon the exercise of warrants to purchase common shares by the Kircher Family Trust.

Kircher is the trustee of the Trust and disclaims beneficial ownership of all securities held by the Trust in excess of his pecuniary

interest, if any.

(i) 135,000 shares issuable upon the exercise of stock options, and (ii) 114,928 shares issuable upon the exercise of warrants to

purchase common shares.

Excludes 75,000 shares of common stock issuable upon the exercise of warrants and 16,667 shares

issuable upon the conversion of Series A Preferred stock as both the exercise of the warrants and the conversion of the preferred

stock is contingent upon shareholder approval.

(i) 453,418 shares held by AOS Holdings, LLC, and (ii) 105,000 shares issuable upon the exercise of warrants to purchase common shares

by AOS Holdings, LLC.

Denis Suggs has the right to exercise investment power and accordingly is deemed to beneficially own the shares

and warrants held by AOS Holdings LLC.

Excludes 2,020,000 shares of common stock issuable upon the exercise of warrants

held by AOS Holdings, LLC and 70,000 shares of stock issuable upon the exercise of warrants held by Mr.

Suggs, as the exercise of

such warrants is subject to beneficial ownership limitations.

The address of AOS Holdings LLC is 4310 Guion Road, Indianapolis, IN

Compensation Plan Information

7 unchanged sentences

2023 Equity Incentive Plan (1)

2013 Equity Incentive Plan (2)

Equity compensation plans not approved by security holders (2)

On November 19, 2023 the Company’s Board of Directors adopted the Company’s 2023 Plan, which was approved

by our stockholders on December 28, 2023.

On March 15, 2013, the Company’s Board of Directors adopted the Company’s 2013 Plan.

The 2013 Plan was approved by our

stockholders on October 10, 2013.

The 2013 Plan automatically expired on March 15, 2023, which was the tenth anniversary of the

adoption of the 2013 Plan.

(3) On June 23, 2020, our Board of Directors adopted

the 2020 SARs Plan.

No shares of common stock are reserved in connection with the adoption of the 2020 SARs Plan since no shares will

be issued pursuant to the 2020 SARs Plan.

As of February 28, 2025, the Company had 40,223 SARs outstanding under the 2020 SARs Plan.

On November 19, 2023 the Company’s Board of Directors adopted the Company’s 2023 Plan, which was approved by our stockholders

on December 28, 2023.

On June 23, 2020, our Board of Directors adopted the 2020 SARs Plan.

No shares of common stock are reserved in connection with the adoption

of the 2020 SARs Plan since no shares will be issued pursuant to the 2020 SARs Plan.

As of February 28, 2026, the Company had 36,316

SARs outstanding under the 2020 SARs Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

in control and other arrangements, which are described under “Executive Compensation” and “Director Compensation”

in which the amount involved

exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years;

in which any director,

executive officer, or other stockholder of more than 5% of our common stock or any member of their immediate family had or will have

a direct or indirect material interest.

Party Loans to Company

February 29, 2024, NTH, a wholly owned subsidiary of the Company, issued an unsecured promissory

note, in the principal amount of $391,776.54, to William Kerby, to memorialize the terms and conditions of certain working capital advances

Kerby to NTH.

The promissory note accrued interest at a rate equal to 7.5% simple interest per annum and was scheduled

to automatically mature and become due and payable in full on February 28, 2025, subject to certain limited exceptions.

The promissory

note, or any portion thereof, could be prepaid by NTH without any penalty.

Kerby serves as Chief Executive Officer of both the

Company and NTH.

The promissory note was approved by the Board, including all independent members thereof.

On December 31, 2024,

the full outstanding balance of the note ($321,257) was converted into shares of our Series L Preferred.

March 18, 2024, NTH entered into an unsecured promissory note for a line of credit with Donald Monaco and William Kerby, the Company’s

Chairman of the Board and Chief Executive Officer, respectively, for the aggregate principal amount of $500,000 with an initial advance

of $125,000, provided that the aggregate principal amount of the note does not exceed $500,000 at any time.

Under the terms of the note,

advances under the line of credit may be made at the Company’s request until August 31, 2024.

The note bore an annual interest

rate of 7.5%, matured on February 28, 2025, and could be prepaid by the Company at any time prior to maturity without penalty.

The promissory

note was approved by the Board, including the independent members thereof.

On December 31, 2024, $453,743 of the outstanding principal

balance of $467,892 was converted into shares of Series L Preferred, and on February 24, 2025, the remaining balance was converted into

Series L Preferred.

As of May 28, 2025 there is no outstanding principal balance.

April 23, 2024, the Board approved NTH to enter into a series of unsecured promissory notes with certain related parties, including

investors, directors, officers and employees, who may individually provide funds for the aggregate principal amount of $1,000,000.

The notes bear an annual interest rate of 7.5%, shall mature one year from the date of each note’s execution, and may be

prepaid by NTH at any time prior to maturity without penalty.

On August 14, 2024, at a joint meeting of the Audit Committee and the

Board, the directors unanimously approved an increase in the principal amount of the related party line of credit to $2,000,000 on

the same terms and conditions as previously approved.

On December 31, 2024, $570,000 of the outstanding principal balance of

$1,714,863 was converted into shares of Series L Preferred, and on February 24, 2025, an additional $1,000,000 of the principal

balance was converted into Series L Preferred Shares, and $100,000 of the principal balance was converted into Series I Preferred

On May 6, 2025, the remaining principal balance was paid by the MIP Line of Credit (as further discussed below) and as of

May 28, 2025 there is no remaining outstanding principal balance.

May 21, 2024, NTH issued an unsecured promissory note, in the principal amount of $455,000, to Mr.

The promissory note accrued

interest at a rate equal to 7.5% simple interest per annum, and was scheduled to automatically mature and become due and payable in full

on February 28, 2025, subject to certain limited exceptions.

The promissory note, or any portion thereof, could be prepaid by NTH

without any penalty.

The promissory note was approved by the Board, including the independent members thereof.

On December 31, 2024,

the full outstanding balance of the note ($405,000) was converted into shares of our Series L Preferred.

On April 9, 2025, the Company entered into the two Trust Notes with the

Trust under our $2.0 million line of credit.

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

payment provided my Mr.

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

Monaco to the Company.

On May 6, 2025, the Company

entered into the MIP Line of Credit with 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.

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

under the MIP Line of Credit, which was used to repay (i) a $400,000 cash advance previously made by the Trust to the Company (ii) and

all outstanding indebtedness under the terms of the Trust Notes, totaling $645,000.

Additional advances through May 28, 2025 totaled $441,575,

bringing the total amount advanced under the line to $1,486,575.

Monaco, Chairman of the Company’s Board of Directors, controls MIP.

Monaco is also trustee of the Trust.

The MIP Line of

Credit, including the use of proceeds from the initial advance made thereunder for the repayment of the cash advance and Trust

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

which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed

fiscal years;

which any director, executive officer, or other stockholder of more than 5% of our common stock or any member of their immediate

family had or will have a direct or indirect material interest.

May 6, 2025, the Company entered into the Monaco Investment Partners II, LP “MIP” Line of Credit with 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.

of May 28, 2026 the maximum amount of $3,000,000 was outstanding under the MIP Line of Credit.

Monaco, Chairman of the Company’s Board of Directors, is the Managing General Partner of MIP, and in that capacity, controls MIP.

The MIP Line of Credit, including the use of proceeds from the initial advance made thereunder for the repayment of the cash advance

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

March 25, 2026, the Company issued an unsecured promissory note, in the principal amount of $80,000, to the Donald P.

Insurance Trust (“Trust”).

The promissory note accrues interest at a rate equal to 7.5% simple interest per annum, and

was scheduled to automatically mature and become due and payable in full on April 3, 2026 subject to certain limited exceptions.

promissory note, or any portion thereof, could be prepaid by NTH without any penalty.

The promissory note was approved by the Board,

including the independent members thereof.

On April 6, 2026, the Company and the Trust entered into the first amendment to the

promissory note, whereby the parties agreed to increase the principal balance to $155,000 and extend the Maturity Date to April 13,

The other terms of the note were unchanged.

On April 9, 2026, the Company and the Trust entered into the second amendment to

the promissory note, whereby the parties agreed to increase the principal balance to $290,000 and extend the Maturity Date to April

The other terms of the note were unchanged.

On April 27, 2026, the Company and the Trust entered into the third amendment

to the promissory note, whereby the parties agreed to increase the principal balance to $400,000 and extend the Maturity Date to May

On April 30, 2026, the Company and the Trust entered into the fourth amendment to the promissory note, whereby the parties

agreed to increase the principal balance to $510,000.

On May 12, 2026, the Company repaid $110,000 of the principal balance, and on

May 29, 2026, the Company and the Trust entered into the fifth amendment to the promissory note, whereby the parties agreed to

increase the principal balance by $200,000.

The other terms of the note were unchanged.

As of May 29, 2026 the principal balance

outstanding totaled $600,000.

The promissory note, including the amendments thereto, were

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

repayment of related party loans, to the extent not limited by any contractual terms, is subject to review and approval by the Audit

Committee which consists of independent directors which are not parties to the aforementioned related party loans.

of Deferred Salary to Company Stock

February 26, 2025, $500,000 of deferred salary owed to Mr.

Kerby was converted into 165,562 shares of Series L Preferred at a conversion

price of $3.02 per share.

Party Compensation Deferral

Kerby, at his election, has agreed to defer $100,000 of his annual salary as well as payments related to personal financial guarantees

and his car allowance.

At February 28, 2026, the total compensation deferred by Mr.

Kerby was $270,333.

Party Equity Investments

July 10, 2025, the Company entered into a Securities Purchase Agreement with KC Global Media Asia LLC (“KCGM”) pursuant to

which the Company sold and issued 75,000 shares of common stock at a price of $3.02 per share, resulting in total gross proceeds of $226,500.

On December 23, 2025, such 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 of common stock for a

pre-funded warrant, on February 10, 2026, the Company issued an additional warrant for 20,000 shares to KCGM with an exercise price of

$3.00 and a term of three years from the initial exercise date.

September 10, 2025, the Company entered into a Securities Purchase Agreement with the Kaplan-Wright Family Trust (“Trust”)

pursuant to which the Company sold and issued 31,250 shares of Series Q Preferred stock at a price of $3.20 per share, resulting in total

gross proceeds of $100,000.

On November 19, 2025, upon receiving shareholder approval, such preferred shares were converted into 31,250

shares of common stock.

November 4, 2025, the Company entered into a Securities Purchase Agreement with KCGM pursuant to which the Company sold and issued 33,400

shares of common stock and a warrant to purchase up to 16,000 common shares at a price of $3.00 per share, resulting in total gross proceeds

The warrant has a term of three years from the initial exercise date, and has an exercise price of $4.54.

Kaplan is the co-trustee of the Trust, which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM.

is the Chairman of KCGM.

June 24, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued

86,092 shares of common stock at a price of $3.02 per share, resulting in total gross proceeds of $260,000.

September 10, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued

50,000 shares of Series Q Preferred stock at a price of $3.20 per share, resulting in total gross proceeds of $160,000.

On November 19,

2025, upon receiving shareholder approval, such preferred shares were converted into 50,000 shares of common stock.

April 15, 2026, the Company entered into a Securities Purchase Agreement with KCGM pursuant to which the Company sold and issued 16,667

shares of Series A Preferred stock and a warrant to purchase up to 8,333 common shares at a price of $3.00 per share, resulting in total

gross proceeds of $50,000.

The warrant has a term of three years from the initial exercise date and has an exercise price of $3.00.

May 8, 2026, the Company entered into a Securities Purchase Agreement with KCGM pursuant to which the Company sold and issued 18,182

shares of common stock and a warrant to purchase up to 9,091 common shares at a price of $2.75 per share, resulting in total gross proceeds

The warrant has a term of three years from the initial exercise date and has an exercise price of $3.00.

Indemnification

12 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

following table sets forth a summary of the fees billed to the Company by our current independent registered public account firm,

Haynie & Company, for professional services rendered with respect to the years ended February 28, 2025 February 29, 2024, as

applicable, as well as by TPS Thayer.

LLC (“TPS”), our predecessor auditor, for professional services rendered with respect to the

year ended February 29, 2024 (as noted in the footnotes to the following table):

Related Fees (2)

following table sets forth a summary of the fees billed to the Company by our current independent registered public accounting firm,

Haynie & Company, for professional services rendered with respect to the years ended February 28, 2026 and February 28, 2025.

Audit Fees (1)

Audit Related Fees (2)

All other fees

(1) In accordance with the SEC’s

definitions and rules, “audit fees” are fees that we paid for professional services for the audit of our financial statements

included in our Annual Reports on Form 10-K and review of the interim financial statements included in quarterly reports, and for services

that are normally provided by the registered public accounting firm in connection with statutory and regulatory filings or engagements.

In addition to the amounts included in the table above, the Company paid TPS, its predecessor auditor, $44,000 in audit fees for the February

29, 2024 audit.

(2) In accordance with the SEC’s

definitions and rules, “audit-related fees” are fees for assurance and related services that are reasonably related to the

performance of the audit or review of our financial statements;

and “tax fees” are fees for tax compliance, tax advice and

tax planning.

(3) In accordance with the SEC’s

definitions and rules, tax fees” are fees for tax compliance, tax advice and tax planning.

In accordance with the SEC’s definitions and rules, “audit fees” are fees that we paid for professional services for

the audit of our financial statements included in our Annual Reports on Form 10-K and review of the interim financial statements included

in quarterly reports, and for services that are normally provided by the registered public accounting firm in connection with statutory

and regulatory filings or engagements.

In accordance with the SEC’s definitions and rules, “audit-related fees” are fees for assurance and related services

that are reasonably related to the performance of the audit or review of our financial statements;

and “tax fees” are fees

for tax compliance, tax advice and tax planning.

In accordance with the SEC’s definitions and rules, tax fees” are fees for tax compliance, tax advice and tax planning.

Audit Committee’s pre-approval policies and procedures and other protocols are discussed in its written charter which can be found

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such services.

our fiscal year ended February 28, 2025, Haynie & Company provided no professional services other than those described above that would require our

Audit Committee to consider their compatibility with maintaining the independence of Haynie & Company.

our fiscal year ended February 28, 2026, Haynie & Company provided no professional services other than those described above that

would require our Audit Committee to consider their compatibility with maintaining the independence of Haynie & Company.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 22, 2023 and incorporated herein by reference).

Certificate of Designation of Series F Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 9, 2024 and incorporated herein by reference).

Certificate of Designation of Series G Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference).

Certificate of Designation of Series H Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference).

Certificate of Designation of Series I Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 22, 2024 and incorporated herein by reference).

Certificate of Amendment, effective March 13, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 12, 2024 and incorporated herein by reference).

Certificate of Designation of Series J Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Certificate of Designation of Series K Nonvoting Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Certificate of Designation of Series M Nonvoting Convertible Preferred Stock (filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Certificate of Designation of Series N Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 31, 2025 and incorporated herein by reference).

Certificate of Designation of Series O Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 11, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series A Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series B Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series C Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series D Preferred Stock (filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series G Preferred Stock (filed as Exhibit 3.5 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Amendment to Certificate of Designation of Series I Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Amendment to Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Certificate of Designation of Series P Nonvoting Convertible Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Form of Institutional Common Warrant (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed January 30, 2020, and incorporated herein by reference).

Form of Class A Warrant (filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed January 30, 2020, and incorporated herein by reference).

Form of Series A Warrant to Purchase Common Stock (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 3, 2020, and incorporated herein by reference).

Form of Underwriter Common Stock Purchase Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 12, 2021, and incorporated herein by reference).

Form of Warrant to Purchase Common Stock (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 12, 2021, and incorporated herein by reference).

Form of Warrant to Purchase Common Stock (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 30, 2021, and incorporated herein by reference).

Form of Placement Agent Warrant (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 30, 2021, and incorporated herein by reference).

Warrant to Purchase Common Stock issued January 26, 2023 (filed as Exhibit 4.15 to the Company’s Annual Report on Form 10-K filed on March 30, 2023, and incorporated herein by reference).

Certificate of Designation of Series A Convertible Preferred Stock

Certificate of Designation of Series B Convertible Preferred Stock (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2026 and incorporated herein by reference)

Certificate of Designation of Series E Convertible Preferred Stock (Filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed January 27, 2020 and incorporated herein by reference)

Form of Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 22, 2024 and incorporated herein by reference).

Warrant by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 25, 2024, and incorporated herein by reference).

Warrant to Purchase Common Stock, dated November 1, 2024.

Warrant to Purchase Common Stock, dated December 3, 2024.

Cash Warrant, dated December 31, 2024.

Cashless Warrant, dated December 31, 2024.

Warrant to Purchase Common Stock, dated January 27, 2025.

Warrant to Purchase Common Stock, dated January 28, 2025.

Warrant to Purchase Common Stock issued to Greg Miller, dated as of February 24, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Cash Warrant by and between the Company and AOS Holdings, LLC, dated December 31, 2024 (filed as Exhibit 4.1 to the Company’s current Report on Form 8-K dated January 3, 2025 and incorporated by reference).

Cashless Warrant by and between the Company and AOS Holdings, LLC, dated December 31, 2024 (filed as Exhibit 4.2 to the Company’s current Report on Form 8-K dated January 3, 2025 and incorporated by reference).

Warrant to Purchase Common Stock (Cash) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

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Warrant by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025, and incorporated herein by reference).

Description of Securities.

Form of Nonqualified Stock Option Agreement (previously filed by the Company as Exhibit 10.4 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference)

Warrant by and between the Company and KC Global Media Asia LLC dated November 4, 2025.

Warrant by and between the Company and Armistice Capital Master Fund Ltd.

dated December 22, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 23, 2025, and incorporated herein by reference).

Warrant by and between the Company and KC Global Media Asia LLC dated December 22, 2025 (filed on Current Report on Form 8-K filed on December 29, 2025, and incorporated herein by reference).

Warrant by and between the Company and KC Global Media Asia LLC dated February 10, 2026.

Warrant by and between the Company and KC Global Media Asia LLC dated April 15, 2026.

Warrant by and between the Company and Helena Global Investment Opportunities 1 Ltd.

dated May 6, 2026 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).

Warrant by and between the Company and KC Global Media Asia LLC dated May 8, 2026.

Description of Securities (previously filed as Exhibit 4.23 to the Company’s Annual Report on Form 10-K, filed on May 29, 2025 and incorporated herein by reference).

Form of Nonqualified Stock Option Agreement (Employees).

Form of Nonqualified Stock Option Agreement (Non-Employee Directors).

Form of Nonqualified Stock Option Agreement (Consultants).

Form of Incentive Stock Option Agreement (previously filed by the Company as Exhibit 4.3 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference).

Form of Restricted Stock Agreement (previously filed by the Company as Exhibit 10.6 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference).

Form of Indemnification Agreement for directors and officers of Sigma Labs, Inc.

(filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed on July 28, 2016, and incorporated herein by reference).

letter agreement, effective as of July 1, 2019, between the Company and Frank D.

Orzechowski (filed as Exhibit 10.2 to the

Company’s Quarterly Report on Form 10-Q filed August 14, 2019, and incorporated herein by reference).

Securities Purchase Agreement (Institutional Investors) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 27, 2020, and incorporated herein by reference).

Registration Rights Agreement (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed January 27, 2020, and incorporated herein by reference).

Securities Purchase Agreement (Other Investors) (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed January 27, 2020, and incorporated herein by reference).

Securities Purchase Agreement, dated as of April 2, 2020, between the Company and Purchasers (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 3, 2020, and incorporated herein by reference).

Sigma Labs, Inc.

Form of Indemnification Agreement for directors and officers (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed on July 28, 2016, and incorporated herein by reference).

NextTrip, Inc.

2020 Stock Appreciation Rights Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference).

3 unchanged sentences

2020 Stock Appreciation Rights Plan) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference).

Form of Securities Purchase Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2021, and incorporated herein by reference).

Sigma Additive Solutions, Inc.

2013 Equity Incentive Plan, as Amended (filed as Exhibit 99.1 to the Company’s Form S-8 Registration Statement, filed on October 19, 2022 and incorporated herein by reference).

Sigma Labs, Inc.

NextTrip, Inc.

2021 Employee Stock Purchase Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 16, 2021 and incorporated herein by reference).

Retention Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc.

and Jacob Brunsberg (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

Retention Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc.

and Frank Orzechowski (filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

Asset Purchase Agreement dated as of October 6, 2023 between Sigma Additive Solutions, Inc.

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(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023 and incorporated by reference herein).

Retention Bonus and Separation Agreement between Sigma Additive Solutions and Jacob Brunsberg, dated November 22, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein).

Retention Bonus and Separation Agreement between Sigma Additive Solutions and Frank Orzechowski, dated November 22, 2023 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein).

2023 Equity Incentive Plan (filed as Annex D to the Company’s Definitive Proxy Statement on Schedule 14A filed on December 1, 2023 and incorporated herein by reference).

4 unchanged sentences

(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference).

Form of Securities Purchase Agreement, dated as of February 15, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 22, 2024 and incorporated herein by reference).

Unsecured Promissory Note by and between the Company and Steve Kircher, dated October 18, 2024.

Promissory Note by and between the Company and Carmen Diges, dated October 18, 2024.

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 25, 2024, and incorporated herein by reference).

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed September 25, 2024 and incorporated herein by reference).

Promissory Note and Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated October 18, 2024.

Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated November 8, 2024.

Promissory Note by and between the Company and 1800 Diagonal Lending LLC, dated November 8, 2024.

Form of Series J Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Form of Series K Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Form of Series M Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Unsecured Promissory Note, dated as of December 31, 2024 (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Registration Rights Agreement, dated as of December 31, 2024 (filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Form of Series N Preferred Stock Securities Purchase Agreement, dated as of January 28, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 31, 2025, and incorporated herein by reference).

Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated February 4, 2025.

Promissory Note by and between the Company and 1800 Diagonal Lending LLC, dated February 4, 2025.

Form of Series I Preferred Stock Securities Purchase Agreement, dated as of February 24, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and Greg Miller (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Related Party Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and William Kerby (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Related Party Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and Donald P.

Monaco (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Equity Investment Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Debt Exchange Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Consulting Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025 and incorporated herein by reference).

Promissory Note by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 4, 2025 and incorporated herein by reference).

License Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2025 and incorporated herein by reference).

Unsecured Promissory Note ($500,000) by and between NextTrip Holdings, Inc.

and Donald P.

Monaco Insurance Trust, dated April 9, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2025 and incorporated herein by reference).

Unsecured Promissory Note ($145,000) by and between NextTrip Holdings, Inc.

and Donald P.

Monaco Insurance Trust, dated April 9, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 11, 2025 and incorporated herein by reference).

Line of Credit Agreement, dated May 6, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2025 and incorporated herein by reference).

Employment letter agreement dated February 10, 2026 between NextTrip, Inc.

and Frank Orzechowski (filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2026 and incorporated by reference herein).

Membership Interest Purchase Agreement dated February 6, 2025 between the Company and Five Star Alliance LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 11, 2025 and incorporated herein by reference).

Securities Purchase Agreement between the Company and Jimmy Byrd, dated June 24, 2025.

Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated July 10, 2025.

Membership Interest Purchase Agreement dated August 6, 2025 between the Company and TAPipeline LLC LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 12, 2025 and incorporated herein by reference).

Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated November 5, 2025.

Securities Purchase Agreement between the Company and Armistice Capital Master Fund Ltd.

dated December 22, 2025 (filed (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2025 and incorporated herein by reference).

Registration Right Agreement between the Company and Armistice Capital Master Fund Ltd.

dated December 22, 2025 (filed (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 29, 2025 and incorporated herein by reference).

Asset Purchase Agreement dated February 6, 2025 between the Company and The Corporation for Travel Promotion LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 3, 2026 and incorporated herein by reference).

Unsecured Short-Term Promissory Note between the Company and The Donald P.

Monaco Insurance Trust, dated March 26, 2026.

Amendment 1 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P.

Monaco Insurance Trust, dated April 6, 2026.

Amendment 2 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P.

Monaco Insurance Trust, dated April 9, 2026.

Amendment 3 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P.

Monaco Insurance Trust, dated April 27, 2026.

Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated April 15, 2026.

Amendment 4 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P.

Monaco Insurance Trust, dated April 30, 2026.

Securities Purchase Agreement between the Company and Helena Global Investment Opportunities 1 Ltd.

dated May 6, 2026 (filed (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2026 and incorporated herein by reference).

Share Pledge Agreement Agreement between William Kerby and Helena Global Investment Opportunities 1 Ltd.

dated May 6, 2026 (filed (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2026 and incorporated herein by reference).

Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated May 8, 2026.

Amendment 5 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P.

Monaco Insurance Trust, dated May 29, 2026.

NextTrip Inc’s Insider Trading Policy (filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

9 unchanged sentences

Compensation Recovery Policy (filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

XBRL Instance Document.

XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Indicates a management contract or compensatory plan or arrangement.

Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely

cause competitive harm if publicly disclosed.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension

Schema with Embedded Linkbase Documents.

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

Indicates a management

contract or compensatory plan or arrangement.

Portions of the exhibit,

marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive

harm if publicly disclosed.

Filed herewith.

Furnished herewith.

The XBRL related information in Exhibit 101 shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall

not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall

be expressly set forth by specific reference in such filing or document.

The XBRL related information

in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,

or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant

to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

FORM 10-K SUMMARY.

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(Principal Financial and Accounting Officer)

Chairman, Director

Salvatore Battinelli

Dennis Duitch

Jacob Brunsberg

Steve Kircher

to Financial Statements

Financial Statements:

Report of Independent Registered Public Accounting Firm PCAOB ID No.

8 unchanged sentences

on the Financial Statements

have audited the accompanying consolidated balance sheets of NextTrip, Inc.

(the Company) as of February 28, 2025 and February 29,

2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the

two-year period ended February 28, 2025, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the

Company as of February 28, 2025 and February 29, 2024, and the results of its operations and its cash flows for each of the years in

the two-year period ended February 28, 2025, in conformity with accounting principles generally accepted in the United States of

We have audited the accompanying balance sheets of NextTrip, Inc.

(the Company) as of February 28, 2026 and 2025, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended February 28, 2026, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended February 28, 2026, in conformity with accounting principles generally accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 of the financial statements, the

Company has suffered recurring losses from operations and has an accumulated deficit of ($34,349,823).

The losses in conjunction with

uncertainty around the success of management’s future plans, raise substantial doubt about its ability to continue as a going concern.

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has suffered recurring losses

from operations and has a significant accumulated deficit.

The losses in conjunction with uncertainty around the success of management’s

future plans, raise substantial doubt about its ability to continue as a going concern.

Management’s plans are described in Note

The consolidated financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control

over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that

are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and

we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

Valuation and Allocation of Warrants Issued

Description of the Matter

As described in Note 12 to the financial

statements, the Company issued promissory notes with warrants during the year ended February 28, 2025.

The Company recorded these transactions

in accordance with ASC 470-20, Debt – Debt with Conversion and Other Options which requires the Company to value the instruments

and allocate the proceeds based on relative fair values.

The valuation relies on management estimates and assumptions.

These transactions

are complex in nature, require management judgment, and require a thorough understanding of the transactions and related accounting guidance.

As such, we considered this to be a CAM.

How We Addressed the Matter

To address the CAM, we obtained and reviewed

all debt and warrant agreements;

tested the inputs and assumptions used by management in the valuations of the warrants;

independent recalculation of the fair value of the warrants;

and recalculated and tied out the allocation of proceeds between the debt

and warrant instruments.

Haynie & Company

Lake City, Utah

The critical audit matters communicated below are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit

matters or on the accounts or disclosures to which they relate.

Business Combinations and Valuation of Intangible Assets

of the Matters

As described in Notes 4 and 6 to the financial statements, the Company

completed two business combinations during the current year in accordance with ASC 805:

Business Combinations.

Accounting for these transactions,

including the related valuations and allocations, is inherently complex, involving significant management estimates and assumptions that

are subject to management bias and estimation uncertainty.

Auditing these transactions required complex and subjective auditor judgment.

Accordingly, we determined these matters to be critical audit matters.

We Addressed the Matters

Our procedures included, among others:

1) testing the valuation methodologies

to ensure they were in accordance with GAAP and appropriate for the transaction;

2) testing the reasonableness of key assumptions and

inputs used in the valuation;

3) testing the underlying data used in projections;

4) involving our valuation specialist to assist in evaluating

methodology and key inputs;

and 5) testing the price allocation to identifiable assets.

Lastly, we also evaluated management’s impairment

analysis and performed substantive testing over intangible assets, including amortization recalculations.

Salt Lake City, Utah

have served as the Company’s auditor since 2024.

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Cash and cash equivalents

Promissory note receivable, net

Accounts receivable, net

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Deferred revenue

Derivative liability

Contingent consideration

Licensing & royalty payment obligations, current portion

Notes payable

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Total Current Liabilities

Non-Current Liabilities

SBA EIDL Loan

Licensing & royalty payment obligations, net of current portion

Line of credit - related parties

Total Non-Current Liabilities

Total Liabilities

Commitments and Contingencies

Stockholder’s Equity

Commitments and Contingencies (Note 19)

Mezzanine Equity (Note 20)

Common Stock, $ 0.001 par value;

250,000,000 shares authorized;

96,774 and 0 shares issued and outstanding, respectively

Stockholders’ Equity

Preferred Stock, $ 0.001 par value;

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Common Stock, par value $ 0.001 ;

250,000,000 and 1,200,000

shares authorized, 1,656,738 and 936,430

shares issued and outstanding, respectively (*)

250,000,000 shares authorized, 13,978,171 and 1,656,738 shares issued and outstanding, respectively

Additional Paid in Capital

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Total Liabilities and Stockholders’ Equity

December 29, 2023, the Company (then known as Sigma Additive Solutions, Inc.) acquired NextTrip Holdings, Inc.

in a reverse acquisition.

NextTrip Group, LLC (“NTG”) was issued 83,371 shares of Company common stock in exchange for

100 % of the issued and outstanding capital stock of NTH at the time of the reverse acquisition.

The Company has reflected this transaction

retroactively in these financial statements.

accompanying notes to financial statements

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

( 3,063,042 )

Operating Expenses

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Depreciation and amortization

Other expenses

Asset impairment charge

Provision for credit loss

Other operating expenses

Total Operating Expenses

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Loss on disposal of assets

Gain (Loss) on extinguishment of liability

Gain on derivative liability

Loss on extinguishment of liability

( 1,134,579 )

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( 1,000,000 )

( 1,567,665 )

Interest income (expense), net

( 1,106,788 )

Other Income (expense)

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Basic and diluted weighted average number of common shares

December 29, 2023, the Company (then known as Sigma Additive Solutions, Inc.) acquired NTH in a reverse acquisition.

NTG was issued

83,371 shares of Company common stock in exchange for 100 % of the issued and outstanding capital stock of NTH at the time of the

reverse acquisition.

The Company has reflected this transaction retroactively in these financial statements.

accompanying notes to financial statements

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Additional Paid in

Balance, February 28, 2023 (*)

$ ( 16,811,863 )

Issuance of Preferred Shares

Conversion of Convertible Notes

Purchases of Common Shares

Issuance of Common Shares for Services

Reverse Acquisition of Sigma Additive Solutions, Inc.

Stock Compensation

Preferred Stock Dividends

( 7,332,151 )

Balance, February 29, 2024 (*)

Balances, February 29, 2024

$ ( 24,151,139 )

Beginning balance

( 10,120,084 )

Preferred Stock Dividends

Issuance of Preferred Shares in Private Placements

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Stock Compensation

Preferred Stock Dividends

Balances, February 28, 2025

$ ( 34,349,823 )

( 15,911,934 )

Balance, February 28, 2025

( 15,911,934 )

Ending balance

Preferred stock dividends

Issuance of preferred shares for FSA Travel, LLC acquisition

Issuance of common shares for JOURNY.tv asset acquisition

Issuance of common shares for GoUSA asset acquisition

Issuance of securities pursuant to private placements

Issuance of common shares pursuant to reverse acquisition of Sigma

Issuance of common shares exchange for registration statement withdrawal

Offering costs

Issuance of common shares for third party services

Issuance of warrants for third party services

Exchange of common shares for prefunded warrants

Securities issued in connection with debt conversion

Issuance of securities for equity investments

Warrants issued in connection with bridge loan financing

Cashless exercise of warrants

Conversion of preferred shares to common shares pursuant to shareholder approval

( 3,484,611 )

December 29, 2023, the Company (then known as Sigma Additive Solutions, Inc.) acquired NTH in a reverse acquisition.

NTG was issued

83,371 shares of Company common stock in exchange for 100 % of the issued and outstanding capital stock of NTH at the time of the

reverse acquisition.

The Company has reflected this transaction retroactively in these financial statements.

Issuance of securities for directors’ services

Issuance of stock options to employees

Balances, February 28, 2026

$ ( 50,597,419 )

accompanying notes to financial statements

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Amortization of Debt Discount

Amortization of prepaid expenses

Provision for credit loss

Shares issued for professional services

Asset impairment charge

Gain on derivative liability

Loss on promissory note receivable

Stock based compensation

(Gain) loss on extinguishment of liability

Stock based compensation - employees

Stock based compensation – former directors

Loss on extinguishment of liability

Write-off of prepaid offering costs

Loss on disposal of assets

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Accounts receivable

Related party receivable

Prepaid expenses

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Deferred revenue

Licensing & royalty payment obligations, current portion

Licensing & royalty payment obligations, net of current portion

Net cash used in operating activities from continuing operations

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( 5,088,498 )

Net cash provided (used) in operating activities from discontinued operations

Net cash provided in operating activities from discontinued operations

Net cash used in operating activities

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Cash Flows from Investing activities:

Purchase of equipment

Capitalized software development costs

( 1,016,175 )

Sale of Sigma Additive Solutions, Inc.

Investment in equity method investee

Reverse acquisition of Sigma Additive Solutions, Inc.

Sale of assets

Net cash provided (used) in investing activities

GoUSA asset purchase

TA Pipeline LLC acquisition

FSA Travel LLC acquisition

JOURNY.tv asset purchase

Net cash used in investing activities

( 2,721,968 )

( 1,033,751 )

Cash Flows from Financing Activities:

Notes payable

Issuance of convertible notes

Issuances of common shares

Issuances of preferred shares

Offering Costs

Proceeds from issuance of preferred shares

Exercise of warrants

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Issuance of preferred shares for equity investments

Issuance of preferred shares for perpetual software license

Conversion of convertible notes

Preferred stock dividends

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The consolidated financial statements include

the accounts of the Company’s wholly owned subsidiaries, NextTrip Holdings Inc., incorporated on October 22, 2015, and

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

the accounts of the Company’s wholly owned subsidiaries, NextTrip Holdings Inc., incorporated on October 22, 2015, and Extraordinary

Vacations USA, Inc., incorporated on June 24, 2002.

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

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All of the business operations of NTG were conducted through its subsidiaries.

On January 25, 2023,

NextPlay and NTG entered into an Amended and Restated Separation Agreement, Amended and Restated Operating Agreement, and Exchange

Agreement (the “NextPlay Exchange Agreement”, whereby NextPlay transferred their interest in the travel business

Pursuant to the NextPlay Exchange Agreement, NextPlay exchanged 1,000,000

Membership Units of NTG for 400,000

Preferred Units of NTG, with a value of $ 10

Prior to the exchange for Preferred Units, NTG had a payable due to NextPlay of $ 17,295,873 ,

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

support to NTH.

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

ongoing support obligations except for a $ 1.5

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

On January 25, 2023, NextPlay and NTG entered into an

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

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

Pursuant to the NextPlay Exchange Agreement,

NextPlay exchanged 1,000,000 Membership Units of NTG for 400,000 Preferred Units of NTG, with a value of $ 10 per unit.

Prior to the exchange

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

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

Such liability was settled by the issuance of the

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

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

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

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Our proprietary booking engine, branded as NextTrip 2.0, provides travel distributors access to a sizeable

Company owns 50 %

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

No activities nor operations occurred

through Next Innovation in fiscal years 2024 or 2025 and the Company does not have control of Next Innovation and therefore no minority interest

was recorded.

October 12, 2023, the Company (then known as Sigma) entered into a Share Exchange Agreement (as amended, the “Exchange

Agreement”) with NTH, NTG, and William Kerby (the “NextTrip Representative”).

Under the terms of the Exchange

Agreement, the parties agreed that NTG would sell and transfer to the Company all of the issued and outstanding shares of NTH in

exchange for 156,007

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

additional 5,843,993

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

No activities nor operations

occurred through Next Innovation in fiscal years 2024 or 2025 and the Company does not have control of Next Innovation and therefore

no minority interest was recorded.

October 12, 2023, the Company (then known as Sigma) entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”)

with NTH, NTG, and William Kerby (the “NextTrip Representative”).

Under the terms of the Exchange Agreement, the parties

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

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

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

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

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

conditions (the “NextTrip Acquisition”).

Upon the closing of the NextTrip Acquisition on December 29, 2023, NTH

became a wholly owned subsidiary of the Company.

Contingent Shares, together with the Closing Shares, will not exceed 6,000,000

shares of Company common stock, or approximately 90.2 %

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

(the “NextTrip Acquisition”).

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

subsidiary of the Company.

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

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

The NextTrip Acquisition will likely

result in a change of control, with the members of NTG receiving an aggregate number of shares that exceeds the number of shares

that held by the legacy shareholders of Sigma.

As a result, the NextTrip Acquisition is accounted for as a reverse acquisition of

NTH by the Company, whereby the Company is treated as the legal acquirer and NTH is treated as the accounting acquirer.

the historical financial information for the periods prior to closing of the NextTrip Acquisition presented is that of

The NextTrip Acquisition will likely result

in a change of control, with the members of NTG receiving an aggregate number of shares that exceeds the number of shares held by the

legacy shareholders of Sigma.

As a result, the NextTrip Acquisition is accounted for as a reverse acquisition of NTH by the Company,

whereby the Company is treated as the legal acquirer and NTH is treated as the accounting acquirer.

As a result, the historical financial

information for the periods prior to closing of the NextTrip Acquisition presented is that of NTH.

accordance with ASC 805 - 40 - 45 - 1, the consolidated financial statements prepared following a reverse acquisition

are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the

financial statements as a continuation of the financial statements of the legal subsidiary (NTH), with one adjustment, which

is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

adjustment is required to reflect the capital of the legal parent.

Comparative information presented in the consolidated financial statements

also is retroactively adjusted to reflect the legal capital of the legal parent.

financial statements as a continuation of the financial statements of the legal subsidiary (NTH), with one adjustment, which is

to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

That adjustment

is required to reflect the capital of the legal parent.

Comparative information presented in the consolidated financial statements also

is retroactively adjusted to reflect the legal capital of the legal parent.

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

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

assets and liabilities of Sigma were recognized at fair value under ASC 805 as described in NOTE 8 –

assets and liabilities of Sigma were recognized at fair value under ASC 805 as described in NOTE 12 – Goodwill.

of February 28, 2026, and February 28, 2025, the Company had an accumulated deficit of $ 50,597,419 and $ 34,349,823 , respectively, and

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

In the event the Company is unable to raise adequate

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

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

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

filing of this Report.

In the event the Company is unable

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

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

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

the date of the filing of this Report.

2 – Summary of Significant Accounting Policies

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All financial information has been rounded to the nearest dollar except where otherwise indicated.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated

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

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in accordance with ASC Topic No.

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

or note conversion features were excluded due to the anti-dilutive effect they would have on the computation.

At February 28, 2025 and

February 29, 2024, the Company had the following common shares underlying these instruments:

Schedule of Anti-dilutive Securities Excluded

from Computation of Earnings Per Share

Year Ended February 28 and 29,

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

preferred stock or note conversion features were excluded due to the anti-dilutive effect they would have on the computation.

28, 2026 and February 28, 2025, the Company had the following common shares underlying these instruments:

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

Year Ended February 28

Stock Options

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The Company has not experienced any losses on such accounts.

The Company considers all

highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents

as of February 28, 2025, or February 29, 2024.

The Company considers all highly

liquid investments with a maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents as of

February 28, 2026, or February 28, 2025.

Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses.

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the expected number of periods during which economic benefits will be realized.

Accounts receivable

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.

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

If amounts 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.

Party Advances

February 28, 2026, accounts receivable, net included advances receivable from NextTrip Privilege, Inc., a related party of the Company

(see Note 17), with a gross balance of $ 315,495 and an allowance for credit losses of $ 315,495 , resulting in a net carrying value of

The Company recorded $ 315,495 in credit loss expense in respect of the advances during the year ended February 28, 2026, equal to

the entire gross balance, based on NextTrip Privilege’s pre-revenue status, the going-concern opinion issued by NextTrip Privilege’s

independent auditor, the absence of proceeds raised under NextTrip Privilege’s qualified Regulation A offering at February 28,

2026, the contractual subordination of advance repayments to NextTrip Privilege’s operating obligations, and the absence of collateral.

The Company’s maximum exposure to loss in respect of the advances at February 28, 2026 is $ 315,495 .

The Company will reassess the

allowance at each subsequent reporting date and upon the occurrence of events that may affect collectability.

in Equity Method Investees

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

Note Receivable

from NextPlay under the promissory note as described in NOTE 1 – Business Description and Going Concern were $ 0 and $ 1,000,000

at February 28, 2025 and February 29, 2024, respectively.

Pursuant to the terms of the Promissory Note (the “NextPlay Note”)

between NTH and NextPlay, the NextPlay Note was due and payable in full on the earlier of September 1, 2023 or the date the Company

completed a financing of $ 10 million or more.

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

of the NextPlay Note.

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

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

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

into involuntary bankruptcy as a result of unpaid fees.

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

be predicted.

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

an allowance for doubtful accounts for the entire balance of $ 2,567,665 .

Of this amount, $ 1,000,000 was recorded as of February 28, 2025,

and $ 1,567,665 was recorded as of February 29, 2024.

and Equipment

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useful lives for the Company’s property and equipment are as follows:

Useful Lives for Property and Equipment

Schedule of Estimated Useful Lives for Property and Equipment

Estimated useful life

Furniture & Fixtures

Straight line

Computer & Equipment

Straight line

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

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

Useful Lives for Finite Life Intangible Assets

Schedule of Estimated Useful Lives for Finite Life Intangible Assets

Estimated useful life

Straight line

Software licenses

Straight line

0.5 - 4 years

Development Costs

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is recognized on a straight-line basis over the lease term.

Reclassification

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

These reclassifications had no impact on the

net earnings (loss) or financial position.

Value of Financial Instruments

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carrying amounts of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses,

convertible notes and notes payable are of approximately fair value due to the short-term maturities of these instruments.

convertible notes and notes payable approximate fair value due to the short-term maturities of these instruments.

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

The derivative liability

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

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

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

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

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

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

to the TA MIPA, as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $ 443,168 in

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

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

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

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

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

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

The Estimated Additional

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

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

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

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

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

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

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

(i) the right to require the Company to repurchase

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

(ii) the right to require the Company

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

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

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

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

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

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

and will be accounted for as a derivative liability.

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

at each reporting period.

Milestone Payment

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

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

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

up to a maximum of $200,000.

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

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

Milestone Shares”).

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

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

As such, the TA Milestone

Payment will be marked to market at each reporting period.

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

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

February 28, 2026

Date of Issuance –

August 6, 2025

Derivative liability – Put Option

Contingent Consideration – TA Milestone Payment

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

input (Level 3):

Schedule of Derivative Liability Measured at Fair Value On a Recurring Basis

Fair Value on Issuance Date

Change in fair value

Fair value on February 28, 2026

February 24, 2026, the former TA Members submitted an exercise notice of their option to require the Company to repurchase all of their

TA acquisition shares.

The Company believes that the former TA Members are in breach of their obligations under the Purchase Agreement

and therefore has declined to honor the exercise of the put option and has refused to purchase the shares.

The parties are in discussions

to resolve the dispute;

however, the outcome of such discussions is uncertain.

The Company believes it has meritorious defenses and intends

to vigorously defend against any claims, as well as assert any and all counterclaims relating to the TA Members’ breach of their

Because the terms of any potential settlement were not known or knowable at February 28, 2026, no adjustment to the fair

value of the put option has been recorded.

Concentration

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Company recognizes revenue in accordance with ASC Topic No.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued

Accounting Standards Update (“ASU”) No.

In May 2014, the Financial Accounting Standards Board (“FASB”)

issued Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers .

ASU 2014-09 is a comprehensive revenue recognition

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

approach for determining revenue recognition.

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

goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for

those goods or services.

ASU 2014-09 is a comprehensive

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

principles-based approach for determining revenue recognition.

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

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

be entitled in exchange for those goods or services.

In general, we determine revenue recognition by:

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

(1) identifying the contract, or

contracts, with our customer;

(2) identifying the performance obligations in the contract;

(3) determining the transaction price;

(4) allocating the transaction price

to performance obligations in the contract;

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

the promised goods or services.

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

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

allocating the transaction price to performance obligations in the contract;

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

obligations by transferring the promised goods or services.

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

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

is reasonably assured.

5 unchanged sentences

limited to, the following:

Company is primarily responsible for fulling the promise to provide such 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

3 unchanged sentences

and Marketing

and marketing expenses consist primarily of marketing and promotional expenses, expenses related to our participation in industry

conferences, and public relations expenses.

and marketing expenses consist primarily of marketing and promotional expenses, expenses related to our participation in industry conferences,

and public relations expenses.

and marketing expenses are charged to expense as incurred and are included in selling and promotions expenses in the accompanying consolidated

26 unchanged sentences

Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

During the years ended February 28, 2025 and February 29, 2024, the Company recognized no interest and penalties.

All tax returns

for years starting with 2021 and thereafter remain open for examination by the IRS.

the years ended February 28, 2026 and February 28, 2025, the Company recognized no interest and penalties.

All tax returns for years

starting with 2021 and thereafter remain open for examination by the IRS.

adopted accounting pronouncements

19 unchanged sentences

for assumptions that do not reflect such information, if applicable;

and (3) ensuring internal control processes capture relevant information

and (iii) ensuring internal control processes capture relevant information

in determining grant-date fair value.

10 unchanged sentences

120 and ASC 718.

November 2023, the FASB issued ASU 2023-07 to improve disclosures about a public entity’s reportable segments and address investor

feedback for greater transparency.

The amendments are intended to enhance the usefulness of segment information, particularly regarding

expenses, by requiring more detailed disclosures and expanding the scope of interim disclosures.

The Company adopted ASU 2023-07 for

its fiscal year beginning March 1, 2024 (i.e., for the fiscal year ending February 28, 2025), as required.

The amendments require entities

to disclose, on an annual and interim basis:

(i) significant segment expenses that are regularly provided to the chief operating decision

maker (“CODM”);

(ii) an explanation of how reported segment profit or loss is measured, (ii) The title and position of the CODM;

a description of how the CODM uses reported measures in decision-making;

and (iv) expanded disclosures of segment information in interim

periods, consistent with annual disclosures.

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

Travel bookings are the source of our revenues and include

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

The segment information aligns with how the Company’s CODM reviews and manages our

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

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

The CODM assesses

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

reported on the Consolidated Statements of Operations.

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

the financial results.

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

of significant accounting policies herein.

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

issued accounting pronouncements not yet adopted

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, to improve

disclosures about a public entity’s reportable segments and address investor feedback for greater transparency.

The Company adopted

ASU 2023-07 for its fiscal year beginning March 1, 2025 (i.e., for the fiscal year ending February 28, 2026).

The amendments require

entities to disclose, on an annual and interim basis:

(i) significant segment expense categories that are regularly provided to the chief

operating decision maker (“CODM”);

(ii) an explanation of how reported segment profit or loss is measured;

(iii) the title

and position of the CODM and a description of how the CODM uses the reported measures of segment profit or loss in assessing performance

and allocating resources;

and (iv) expanded segment disclosures in interim periods, consistent with annual disclosures.

The annual disclosure

provisions are reflected in Note 24 — Segment Information.

The interim disclosure provisions will be reflected beginning with the

Company’s Quarterly Report on Form 10-Q for the quarterly period ending May 31, 2026.

response to recent acquisitions and expanded business activities, during the third quarter of Fiscal 2026, our Chief Operating Decision

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

of allocating resources and assessing performance.

As a result, we have updated our reporting and beginning in the third quarter of fiscal

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

A detailed description

of our operating segments as of February 28, 2026 can be found in NOTE 24 to the Financial Statements and the Overview section of Item

2 of this Annual Report, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

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

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income

Tax Disclosures , to enhance the transparency and decision-usefulness of income tax information provided to investors.

The amendments

focus primarily on expanding the disclosures related to the effective tax rate reconciliation and income taxes paid.

Key provisions of

the update include:

(i) enhanced disclosure of the effective tax rate reconciliation, using both standardized categories and quantitative

disclosure of individual reconciling items that meet specified thresholds;

(ii) required disaggregation of income taxes paid, by federal,

state, and significant foreign jurisdictions;

(iii) additional qualitative disclosures about tax-related assumptions and estimation methodologies.

ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024.

As a result, the Company

will adopt the standard for its fiscal year beginning March 1, 2025 (ending February 28, 2026).

Improvements to Income Tax Disclosures .

The amendments require

enhanced annual disclosures of (i) the effective tax rate reconciliation, using both prescribed categories and quantitative disclosure

of individual reconciling items that meet specified thresholds, and (ii) income taxes paid (net of refunds), disaggregated by federal,

state, and foreign jurisdictions, with further disaggregation by individual jurisdiction where payments equal or exceed 5% of total income

The Company adopted ASU 2023-09 on a prospective basis for its fiscal year beginning March 1, 2025 (i.e., for the fiscal

year ending February 28, 2026).

Adoption resulted in expanded income tax footnote disclosures (see Note 14 — Income Taxes) but

did not impact the Company’s consolidated financial position, results of operations, or cash flows.

March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements .

The Company adopted ASU 2024-02 for its fiscal year beginning March 1, 2025 and the adoption did not have a material impact on the Company’s

consolidated financial statements.

issued accounting pronouncements not yet adopted

November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation

Disclosures (Subtopic 220-40) , as clarified by ASU 2025-01 issued in January 2025.

The amendments require disaggregation of certain

expense captions in the income statement into prescribed categories (purchases of inventory, employee compensation, depreciation, intangible

asset amortization, and depletion) within the footnotes.

The amendments are effective for the Company’s annual reporting period

beginning March 1, 2027 (fiscal year ending February 28, 2028) and interim periods within fiscal years beginning March 1, 2028.

adoption is permitted.

The Company is currently evaluating the impact on its consolidated financial statement disclosures and does not

expect a change to the recognition or measurement of the underlying transactions.

November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions

of Convertible Debt Instruments , which clarifies the requirements for accounting for the settlement of a convertible debt instrument

as an induced conversion.

The amendments are effective for the Company’s fiscal year beginning March 1, 2026 (fiscal year ending

February 28, 2027).

The Company does not currently have outstanding convertible debt instruments to which the amendments would apply.

The Company’s mandatorily redeemable convertible preferred stock issued subsequent to year-end (see Note 25 — Subsequent

Events) is outside the scope of Subtopic 470-20 and the amendments.

The Company does not expect adoption to have a material impact on

its consolidated financial statements.

July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for

Accounts Receivable and Contract Assets .

The amendments establish an elective practical expedient permitting an entity to assume

that current conditions as of the balance sheet date will not change for the remaining life of current accounts receivable and contract

assets when estimating expected credit losses.

The amendments are effective for the Company’s fiscal year beginning March 1, 2026

(fiscal year ending February 28, 2027), applied prospectively.

Early adoption is permitted.

the Company does not intend to early adopt.

The Company is currently evaluating the impact of the new standard on its income tax footnote

The adoption is not expected to have an impact on the Company’s consolidated financial position, results of operations,

or cash flows, but it will result in expanded and more detailed income tax disclosures beginning in fiscal 2026.

Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will

have a material impact on its consolidated financial statements.

3 – Discontinued Operations

the fiscal year ended February 29, 2024, the Company completed the sale of certain legacy assets of Sigma,

which has been classified as discontinued operations in accordance with ASC 205-20, “Presentation of Financial Statements

The Company is evaluating whether to elect

the practical expedient.

September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The amendments modernize the accounting model for internal-use

software, eliminate the project-stage-based capitalization framework, and align the guidance with agile and iterative software development

The amendments are effective for the Company’s fiscal year beginning March 1, 2028 (fiscal year ending February 28, 2029),

with early adoption permitted.

Given the Company’s capitalized software costs related to its booking and media platforms, the Company

is evaluating the expected impact on its capitalization policy and related disclosures.

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies when interim

reporting guidance applies and introduces a disclosure principle for material events in interim periods.

The amendments are effective

for interim periods within the Company’s fiscal year beginning March 1, 2028 (fiscal year ending February 28, 2029).

is evaluating the impact on its interim disclosures.

December 2025, the FASB issued ASU 2025-12, Codification Improvements , which contains 33 narrow-scope improvements across various

Codification topics, including amendments to Topic 260 (Earnings per Share) and Topic 842 (Leases).

The amendments are effective for

the Company’s fiscal year beginning March 1, 2027 (fiscal year ending February 28, 2028), with early adoption permitted on an issue-by-issue

The Company does not expect adoption to have a material impact on its consolidated financial statements.

Company has considered all other recently issued and recently adopted accounting pronouncements and does not believe such pronouncements

have had or will have a material impact on its consolidated financial statements.

3 – Discontinued Operations

October 6, 2023, the Company entered into a definitive asset purchase agreement (the “Divergent Agreement”) with Divergent Technologies,

(“Divergent”), pursuant to which the Company agreed to sell to Divergent, and Divergent agreed to purchase from

us, certain assets consisting primarily of patents, software code and other intellectual property for a purchase price of $ 1,626,242 ,

including a $ 37,000

earnest-money deposit previously paid to us by Divergent.

The closing under the Divergent Agreement occurred subsequent to the

closing of the reverse acquisition with NTH on January 12, 2024.

The parties’ respective obligations to close were

subject to the accuracy of the parties’ respective representations and warranties and performance of their respective

covenants and satisfaction or waiver of other customary conditions specified in the Divergent Agreement.

In the interim,

between the signing date and closing date or termination of the Divergent Agreement, the Company granted Divergent a non-exclusive,

nontransferable, non-sublicensable (except to Divergent customers and affiliates), limited, irrevocable (except in connection with

the termination of the Divergent Agreement), worldwide, royalty-free license to the “Licensed IP” (as defined therein) for

testing, evaluation, and commercialization purposes.

A gain of $ 30,515 was

recognized in the asset disposition transaction.

the year ended February 28, 2025, the Company recorded a gain of $ 8,344 from discontinued operations as follows:

of Discontinued Operations

Cost of revenue

Professional services

Investor relations services

Total Expenses

Gain from Discontinued Operations

4 - Investment in Equity Method Investee

Purchase Agreement with FSA Travel, LLC

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

Travel, LLC (“FSA”).

Under the terms of the FSA Purchase Agreement, the Company acquired an initial 49 %

membership interest in FSA for a total of $ 1,000,000 .

The acquisition consideration consisted of $ 500,000

in cash and $ 500,000

of Series O Preferred shares ( 161,291

shares at $ 3.10

The investment in FSA is accounted for using the equity method of accounting in accordance with ASC 323 because

the Company has significant influence over the investee due to its 49 %

ownership interest.

to the FSA Purchase Agreement, NextTrip was granted an option to acquire the remaining 51 %

membership interest in FSA for an additional $ 1,000,000 .

The option is exercisable within 60 days from the execution of the FSA Purchase Agreement, subject to the satisfaction of certain

conditions outlined in the FSA Purchase Agreement.

The consideration for the remaining interest would consist of $ 500,000

in cash and $ 500,000 of

Series O Preferred shares ( 161,291

shares at $ 3.10

to the FSA Purchase Agreement, if the Company exercises its option to acquire the remaining 51 %

interest, incremental consideration would include four business milestone payments, payable upon achievement of such milestones.

achievement of each milestone would result in a payment of $ 200,000 ,

consisting of $ 100,000

in cash and $ 100,000

in Series O Preferred shares ( 32,258

shares at $ 3.10

These milestone payments are contingent upon the Company’s exercise of the option to acquire the remaining 51 %

of FSA, and are triggered only if the conditions necessary to exercise the option are satisfied.

The total milestone payments

are capped at $ 800,000

(four milestones at $ 200,000

per milestone).

These milestone payments are considered performance-based contingent consideration and will be recognized in the

future if and when the related milestones are satisfied, and the payments are made.

of February 28, 2025, the Company recorded its initial 49 % investment in FSA at $ 1,000,000 .

This amount includes $ 500,000 in cash

and $ 500,000 in Series O Preferred shares.

The carrying amount of the equity method investment will be adjusted based on the Company’s

share of FSA’s earnings or losses, in accordance with the equity method of accounting.

The milestones and contingent consideration

payments, including the additional $ 1,000,000 to acquire the remaining 51 % interest, will be recognized in the future if, as, and when

the conditions for such payments are satisfied.

total potential commitment for the Company under the FSA Purchase Agreement, assuming the satisfaction of all conditions and the

exercise of the option to acquire the remaining 51 %

interest, is $ 2,800,000 .

This includes $ 1,000,000

already paid for the 49 %

interest in FSA, $ 1,000,000

payable by the Company in the event that it exercises its option to acquire the remaining 51 %

of interests in FSA, and $ 800,000

for the milestone payments associated with the acquisition of the remaining interests.

Financial Information for FSA Travel, LLC

Travel’s fiscal year ends on December 31.

As of and for the year ended December 31, 2024, unaudited summarized financial

information for FSA is as follows:

of Unaudited Summarized Financial Information

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Member’s equity

the fiscal year ended February 29, 2024, the Company completed the sale of certain legacy assets of Sigma, which has been classified

as discontinued operations in accordance with ASC 205-20, “Presentation of Financial Statements – Discontinued Operations.”

October 6, 2023, the Company entered into a definitive asset purchase agreement (the “Divergent Agreement”) with Divergent

Technologies, Inc.

(“Divergent”), pursuant to which the Company agreed to sell to Divergent, and Divergent agreed to purchase

from us, certain assets consisting primarily of patents, software code and other intellectual property for a purchase price of $ 1,626,242 ,

including a $ 37,000 earnest-money deposit previously paid to us by Divergent.

The closing under the Divergent Agreement occurred subsequent

to the closing of the reverse acquisition with NTH on January 12, 2024.

The parties’ respective obligations to close were subject

to the accuracy of the parties’ respective representations and warranties and performance of their respective covenants and satisfaction

or waiver of other customary conditions specified in the Divergent Agreement.

In the interim, between the signing date and closing date

or termination of the Divergent Agreement, the Company granted Divergent a non-exclusive, nontransferable, non-sublicensable (except

to Divergent customers and affiliates), limited, irrevocable (except in connection with the termination of the Divergent Agreement),

worldwide, royalty-free license to the “Licensed IP” (as defined therein) for testing, evaluation, and commercialization

A gain of $ 30,515 was recognized in the asset disposition transaction.

the year ended February 28, 2026, the Company did no t record any gain or loss from discontinued operations, and during the year ended

February 28, 2025, the Company recorded a gain of $ 8,344 from discontinued operations.

4 - Acquisition of FSA Travel, LLC

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

Under the terms of the FSA Purchase Agreement, the Company acquired an initial 49 % membership interest in FSA

for a total of $ 1,000,000 .

The acquisition consideration consisted of $ 500,000 in cash and $ 500,000 of Series O Preferred shares ( 161,291

shares at $ 3.10 per share).

The investment in FSA was initially accounted for using the equity method of accounting in accordance with

ASC 323 because the Company had significant influence over the investee due to its 49 % ownership interest.

to the FSA Purchase Agreement, NextTrip was granted an option to acquire the remaining 51 % membership interest in FSA for an additional

$ 1,000,000 .

The option is exercisable within 60 days from the execution of the FSA Purchase Agreement, subject to the satisfaction of

certain conditions outlined in the FSA Purchase Agreement.

The consideration for the remaining interest would consist of $ 500,000 in

cash and $ 500,000 of Series O Preferred shares ( 161,291 shares at $ 3.10 per share).

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

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

the FSA Purchase Agreement.

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

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

FSA Purchase Agreement.

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

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

The Company determined the fair value of the contingent

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

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

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

Combinations, with the Company identified as the acquirer.

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

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

Under step acquisition accounting, the acquirer’s

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

the total consideration when determining goodwill.

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

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

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

In accordance with the acquisition method

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

value at the acquisition date.

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

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

The table below sets forth the

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

Schedule of Preliminary Analysis to Assign Fair Values to all Assets Acquired and Liabilities Assumed

Consideration paid

Series O Preferred stock

Earnout Payment

Fair value of TA Milestone Payment

Fair value of derivative liability

Fair value of Initial Purchase

Total consideration

Assets acquired and liabilities assumed

Cash and cash equivalents

Accounts receivable

Accounts payable

Due to FSA Unitholders

Deferred merchant bookings

Total liabilities

Total net assets

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

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

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

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

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

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

with Customers, rather than fair value.

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

financial information.

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

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

5 – JOURNY.tv Asset Acquisition

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

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

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

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

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

and issued Ovation 20,000 restricted shares of Company common stock at $ 5.76 per share, valued at $ 115,200 .

In addition, the Purchase

Agreement requires the Company to make license fee payments to Ovation totaling $ 336,801 over the period from April 2025 through October

2027, which were recorded at their present value of $ 299,800 , discounted using the Company’s estimated cost of debt of 12.03 %.

Total purchase consideration was $ 715,000 .

The difference between the undiscounted payments and their present value will be recognized

as interest expense using the effective interest method over the term of the license.

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

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

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

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

Pursuant to the License Agreement,

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

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

certain exceptions).

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

non-refundable license fee of $ 336,801 .

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

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

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

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

That is, due to

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

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

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

the acquisition date, the fair value of the intangible assets acquired was $ 715,000 , excluding $ 6,700 of acquisition-related direct costs

which were expensed as incurred.

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

6 – Acquisition of TA Pipeline LLC

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

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

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

to the TA MIPA, as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $ 443,168 in

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

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

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

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

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

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

The Estimated Additional

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

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

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

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

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

a maximum of $200,000.

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

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

Milestone Shares).

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

option pricing model.

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

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

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

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

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

the Base Price;

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

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

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

notice (based on the Base Price);

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

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

Price and the Fair Market Value.

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

commencing upon the earlier of:

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

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

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

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

Additionally, for

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

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

During the Exercise Period, each of the TA

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

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

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

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

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

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

The Company has completed the analysis to assign fair values to all

assets acquired and liabilities assumed.

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

and liabilities assumed for the acquisition:

Schedule of Preliminary Analysis to Assign Fair Values to all Assets Acquired and Liabilities Assumed

Consideration paid

Fair value of TA Milestone Payment

Fair value of derivative liability

Total consideration

Assets acquired and liabilities assumed

Cash and cash equivalents

Deferred merchant bookings

Total liabilities

Total net assets

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

at the date on which control was obtained.

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

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

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

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

7 – GoUSA TV Asset Purchase

February 2, 2026, NextTrip, Inc.

entered into an Asset Purchase Agreement with The Corporation for Travel Promotion, doing business as

“Brand USA” (“Seller”), pursuant to which the Company agreed to purchase select content, brand rights, and distribution

assets (collectively, the “Assets”) of GoUSA TV, a travel streaming platform originally launched to showcase destinations

across the United States.

GoUSA TV historically reached an estimated 200+ million viewers globally across connected TV, mobile applications,

and digital platforms, including Samsung TV Plus, LG Channels, Titan OS, and TCL International.

aggregate consideration under the Purchase Agreement is $ 350,000 in cash plus restricted shares of the Company with a value of $ 350,000

based on the weighted average price of the shares for the twenty consecutive trading days ending on the trading day two trading days

prior to closing.

In addition, the Company will pay to Seller a royalty equal to 15 % of the Company’s gross advertising revenue

from the exploitation of the acquired content rights during the three-year period beginning on the closing date.

The Company has also

agreed, for a three-year period beginning on closing, to pay a royalty of 1 % for every $ 100,000 in destination booking revenue directly

attributed to the acquired content, with a minimum quarterly payment of $ 30,000 .

Such minimum quarterly payments were recorded at their

present value of $ 295,000 discounted using the Company’s estimated cost of debt of 12.03 %.

The difference between the undiscounted

payments and their present value will be recognized as interest expense using the effective interest method over the term of the license.

GoUSA TV assets are being integrated into JOURNY.tv within the Media segment.

GoUSA TV content serves as a U.S.-focused demand-generation

layer within NextTrip’s broader media-to-commerce ecosystem.

8 - Investment in Equity Securities

4 unchanged sentences

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

N Nonvoting Preferred at an issuance price of $ 5.00 per share, totaling $ 2,415,000 , in exchange for 82 restricted shares

of Blue Fysh common stock.

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

common stock.

The transaction closed on February 28, 2025.

8 unchanged sentences

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

in Playbook Investors’ Network, LLC

December 16, 2025 the Company entered into a Membership Interest Grant and Joinder Agreement with Playbook Investors Network, LLC (“PIN”)

under which the Company acquired a 10 % membership interest in PIN in exchange for 20,000 shares of common stock at $ 3.10 per share and

$ 25,000 in cash.

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

No board appointments are contemplated as part of this transaction.

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

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

The Company will assess the investment

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

9 - Prepaid and Other Current Assets

and other current assets consisted of the following as of February 28, 2026 and as of February 28, 2025:

of Prepaid and Other Current Assets

Schedule of Prepaid and Other Current Assets

Offering costs

2 unchanged sentences

Other expenses

Marketing expenses

10 - Property and Equipment

and equipment as of February 28, 2026 and February 28, 2025 consisted of the following:

of Property and Equipment

Schedule of Property and Equipment

Furniture and Fixtures

Computer and Equipment

Property and Equipment, gross

Accumulated depreciation

1 unchanged sentence

expense for the years ended February 28, 2026, and February 28, 2025 was $ 2,516 and $ 1,434 , respectively, and is recorded in operating

the years ended February 28, 2025 and February 29, 2024, the Company acquired property and equipment of $ 0 and $ 9,253 , respectively.

the years ended February 28, 2026 and February 28, 2025, the Company did not acquire any property and equipment.

11 - Intangible Assets

assets as of February 28, 2026, and February 28, 2025 consisted of the following:

of Intangible Assets

Schedule of Intangible Assets

February 28, 2026

February 28, 2025

Software Development

Software Licenses

FSA Travel, LLC Tradename

FSA Software Agreements

TA Pipeline, LLC Tradename

TA Pipeline, LLC Supplier and Agency Agreements

JOURNY.tv – Trade Name

JOURNY.tv Distribution Agreements

GoUSA Content Episodes

GoUSA Content IMAX

GoUSA Distribution Agreements

GoUSA Assembled Workforce

Intangible assets, gross

Accumulated amortization

2 unchanged sentences

Intangible assets, net of amortization

expense for the years ended February 28, 2025 and February 29, 2024 was $ 711,802

and $ 1,449,925 ,

respectively, and is recorded in operating expenses.

the years ended February 28, 2025 and February 29, 2024, the Company recorded no impairment losses associated with the carrying value

exceeding its recoverable amount.

expense for the years ended February 28, 2026 and February 28, 2025 was $ 1,095,288 and $ 711,802 , respectively, and is recorded in operating

the years ended February 28, 2026 and February 28, 2025, the Company recorded $ 463,860 and no impairment losses, respectively, associated

with the carrying value exceeding its recoverable amount.

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

of estimated aggregate amortization expense

discussed in Note 1– Business Description and Going Concern , the legal acquisition of NTH by the Company was determined to be a reverse acquisition, with NTH as the accounting acquirer, using the acquisition method of accounting

in accordance with ASC 805, Business Combinations.

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

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

following table presents the allocation of the $ 2,368,418

consideration for the acquisition and summarizes the estimated fair values of the Sigma (the accounting acquiree) assets acquired

and liabilities assumed for NTH (the accounting acquirer).

The estimated consideration of approximately $ 2,368,418

is based on Sigma’s closing share price of $ 3.0229 ,

as reported on Nasdaq on December 29, 2023 multiplied by the 780,423

shares outstanding as of that date and the fair value of Series E Preferred Stock (on an as converted basis) into 3,069

Schedule of Estimated Aggregate Amortization Expense

12 – Goodwill

Acquisition of Sigma Additive Solutions, Inc.

discussed in Note 1 – Business Description and Going Concern, the legal acquisition of NTH by the Company was determined to be

a reverse acquisition, with NTH as the accounting acquirer, using the acquisition method of accounting in accordance with ASC 805, Business

Combinations.

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

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

following table presents the allocation of the $ 2,368,418 consideration for the acquisition and summarizes the estimated fair values

of the Sigma (the accounting acquiree) assets acquired and liabilities assumed for NTH (the accounting acquirer).

The estimated consideration

of approximately $ 2,368,418 is based on Sigma’s closing share price of $ 3.0229 , as reported on Nasdaq on December 29, 2023 multiplied

by the 780,423 shares outstanding as of that date and the fair value of Series E Preferred Stock (on an as converted basis) into 3,069

common shares.

of Fair Value of Assets Acquired

Schedule of Fair Value of Assets Acquired

Fair Value of Net Assets Acquired:

10 unchanged sentences

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

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

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

The goodwill resulting from the reverse acquisition is

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

NTH’s benefit in paying for these synergies in the reverse acquisition transaction are to avoid the time and expense

of organizing and executing an Initial Public Offering transaction.

In the reverse acquisition, $ 52,310

of goodwill was allocated to the Sigma Reporting Unit (as defined below) and $ 1,167,805

of goodwill was allocated to the NTH Reporting Unit (as defined below) under the acquisition method of accounting.

combined Company consists of two reporting units, Sigma (the “Sigma Reporting Unit”) and NTH (the “NTH Reporting

As the accounting acquirer in the reverse acquisition, NTH is considered to be an existing reporting unit and Sigma is

considered to be a new reporting unit in that it is not in the same business as NTH.

Accordingly, the reverse acquisition creates a

new reporting unit which holds the Sigma business, constituting an asset held for sale as a result of the agreement for the sale of

certain legacy Sigma assets to Divergent for a sales price of $ 1,626,242 .

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

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

The goodwill resulting from the reverse acquisition is primarily

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

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

an Initial Public Offering transaction.

In the reverse acquisition, $ 52,310 of goodwill was allocated to the Sigma Reporting Unit (as

defined below) and $ 1,167,805 of goodwill was allocated to the NTH Reporting Unit (as defined below) under the acquisition method of

combined Company consists of two reporting units, Sigma (the “Sigma Reporting Unit”) and NTH (the “NTH Reporting Unit”).

As the accounting acquirer in the reverse acquisition, NTH is considered to be an existing reporting unit and Sigma is considered to

be a new reporting unit in that it is not in the same business as NTH.

Accordingly, the reverse acquisition creates a new reporting unit

which holds the Sigma business, constituting an asset held for sale as a result of the agreement for the sale of certain legacy Sigma

assets to Divergent for a sales price of $ 1,626,242 .

As such, the fair value of the Sigma Reporting Unit is determined to be $ 1,626,242 ,

with the difference of $ 742,176

from the purchase consideration being allocated to the NTH Reporting Unit.

The assets sold to Divergent and the

liabilities relieved from the Divergent transaction are assigned to the Sigma Reporting unit with the difference between the

with the difference of $ 742,176 from the purchase consideration being allocated to the NTH Reporting Unit.

The assets sold to Divergent

and the liabilities relieved from the Divergent transaction are assigned to the Sigma Reporting unit with the difference between the

net fair value of those assets and liabilities and the Sigma Reporting Unit being assigned to goodwill.

The goodwill being assigned

to the NTH Reporting Unit is determined by the difference between the purchase consideration assigned to the NTH Reporting

Unit and the net acquired Sigma assets and liabilities assumed that are assigned to the NTH Reporting Unit.

A gain of $ 37,592

was recognized in the disposition transaction.

The goodwill being assigned to

the NTH Reporting Unit is determined by the difference between the purchase consideration assigned to the NTH Reporting Unit and the

net acquired Sigma assets and liabilities assumed that are assigned to the NTH Reporting Unit.

A gain of $ 37,592 was recognized in the

disposition transaction.

of FSA Travel, LLC

of February 28, 2026, goodwill of $ 1,669,058 arising from the FSA acquisition has been reported within the Company’s reporting

segment, Travel Products and Services.

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

with the acquisition.

of TA Pipeline LLC

of February 28, 2026, goodwill of $ 286,824 arising from the TA Pipeline acquisition has been reported within the Company’s reporting

segment, Travel Products and Services.

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

with the acquisition.

13 - Accounts Payable and Accrued Liabilities

3 unchanged sentences

Company accounts for income taxes in accordance with ASC Topic No.

This standard requires the Company to provide a net deferred

tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax

accounting methods and any available net operating loss or tax credit carryforwards.

Income tax returns open for examination by the

Internal Revenue Service consist of tax years ended February 28, 2021 through 2023.

Company had available at February 28, 2025 unused operating loss carryforwards of approximately $ 54,763,000 , which may be applied against

future taxable income.

Losses incurred between 2010 and 2017, which total $ 9,820,000 , expire in various years through 2038, and the remainder

of the losses, which total $ 44,943,000 , can be carried forward indefinitely.

Due to the change in ownership provisions of the Tax Reform

Act of 1986, net operating loss carryforwards for Federal income tax reported purposes are subject to annual limitations.

change in ownership as a result of the reverse acquisition, the Company’s net operating loss carryforwards may be limited as to

use in future years, and any such limitation will be determined on a year-to-year basis.

The amount and ultimate realization of the

benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future

earnings of the Company and other future events, the effects of which cannot be determined.

Because of the uncertainty surrounding the

realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards

and other temporary differences of approximately $ 11,816,400 and $ 11,250,300 at February 28, 2025, and February 29, 2024, respectively,

and, therefore, no deferred tax asset has been recognized for the loss carryforwards.

tax assets are comprised of the following:

Schedule of Deferred Tax Assets

Deferred tax assets:

NOL carryover

Related party accruals

Payroll accruals

Deferred tax liabilities:

Valuation allowance

740, Income Taxes.

This standard requires the Company to recognize

a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary differences between the financial

reporting and tax bases of assets and liabilities and of any available net operating loss or tax credit carryforwards.

A valuation allowance

is recorded against deferred tax assets when, based on the weight of available evidence, it is more likely than not that some or all

of the deferred tax assets will not be realized.

of Loss Before Income Taxes

before income taxes consisted of the following:

of Components of Loss Before Income Taxes

Domestic (United States)

$ ( 15,900,627 )

$ ( 10,121,038 )

Net deferred tax asset (liability)

reconciliation of the provision for income taxes computed at the U.S.

federal statutory tax rate ( 21 %) to the Company’s effective

tax rate for the years ended February 28, 2025, and February 29, 2024 is as follows:

of Reconciliation of Provision for Income Taxes

Loss before income taxes

$ ( 15,900,627 )

$ ( 10,121,038 )

Meals & entertainment

Preferred dividends

Loss on NextPlay note receivable

Stock compensation

Loss on asset disposal

Accrued payroll

Related party accruals

Change in valuation allowance

of Income Tax Expense (Benefit)

components of the provision for income taxes were as follows:

of Components of Income Tax Expense (Benefit)

Total current

Total deferred

Provision for income taxes

Reconciliation

of Statutory to Effective Tax Rate

reconciliation of income tax expense computed at the U.S.

federal statutory income tax rate of 21 % to the Company’s effective income

tax rate is set forth below.

The reconciliation is presented in both dollars and as a percentage of loss before income taxes, in accordance

with ASC 740-10-50-12 as amended by ASU 2023-09.

of Reconciliation of Statutory to Effective Tax Rate

Federal income tax benefit at statutory rate

$ ( 3,339,132 )

$ ( 2,125,418 )

Nondeductible / nontaxable items:

Stock-based compensation

Loss on related-party receivable

Other (M&E, penalties, asset disposal perm.)

Change in valuation allowance

Provision for income taxes / Effective tax rate

Company has no foreign operations or income earned in foreign jurisdictions;

accordingly, no foreign tax effects or effects of cross-border

tax laws are reflected.

State and local income taxes were immaterial in each year presented because the Company has incurred losses and

full valuation allowances have been recorded against its net deferred tax assets in all jurisdictions in which it operates.

Tax Assets and Liabilities

tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax

liabilities as of February 28, 2026 and February 28, 2025 are as follows:

of Deferred Tax Assets and Liabilities

Deferred tax assets:

NOL carryforward

Related-party accruals

Accrued payroll

Total deferred tax assets

Deferred tax liabilities:

Total deferred tax liabilities

Net deferred tax asset before valuation allowance

Valuation allowance

Net deferred tax asset (liability)

assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some or all of the

deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future

taxable income during the periods in which those temporary differences become deductible.

As a result of the Company’s history

of operating losses and the uncertainty surrounding the realization of its net operating loss carryforwards, the Company has established

a full valuation allowance against its net deferred tax assets.

The valuation allowance increased by approximately $ 2,719,500 during

the year ended February 28, 2026 (year ended February 28, 2025:

increase of approximately $ 2,288,800 ), reflecting principally the tax

effect of additional net operating losses generated during the year together with the net change in deductible temporary differences

for which realization is not more likely than not.

Operating Loss Carryforwards

of February 28, 2026, the Company had U.S.

federal net operating loss (“NOL”) carryforwards of approximately $ 65,859,016 .

Of this amount, approximately $ 9,820,078 was generated in tax years beginning before January 1, 2018 and expires in various years through

the remaining $ 56,038,938 was generated in tax years beginning after December 31, 2017 and may be carried forward indefinitely,

subject to the 80% taxable-income limitation under IRC §172.

The Company also has state NOL carryforwards in jurisdictions in which

it conducts business;

the state carryforwards generally follow federal computation rules with state-specific expiration schedules.

of the Company’s NOL carryforwards may be subject to annual limitations under IRC §382 and similar state provisions as a result

of historical and future ownership changes, including the change in ownership resulting from the Company’s reverse acquisition.

The Company has not completed a formal §382 study;

any such limitation, if quantified, would not change the Company’s net

deferred tax assets recorded after valuation allowance because a full valuation allowance has been recorded against the related deferred

Taxes Paid (Net of Refunds)

taxes paid (net of refunds received) for the years ended February 28, 2026 and February 28, 2025 were zero .

The Company had no current

federal, state or foreign income tax liabilities in either year and made no estimated tax payments.

The Company has no foreign operations.

Because the total of income taxes paid net of refunds was zero, no further disaggregation by individual jurisdiction is required under

ASC 740-10-50-22 as amended by ASU 2023-09.

Company recognizes the financial-statement effect of a tax position when it is more likely than not, based on the technical merits of

the position, that the position will be sustained upon examination.

As of February 28, 2026 and February 28, 2025, the Company had no

material unrecognized tax benefits and accordingly has not recorded any liability for uncertain tax positions.

The Company does not expect

any material changes to its unrecognized tax benefits within the next twelve months.

The Company recognizes interest and penalties related

to unrecognized tax benefits as a component of income tax expense;

no such amounts were recognized during the years ended February 28,

2026 or February 28, 2025.

Years Open to Examination

Company files income tax returns in the U.S.

federal jurisdiction and in various state jurisdictions.

The Company’s U.S.

income tax returns for the tax years ended February 28, 2022 through February 28, 2024 remain open and subject to examination by the

Internal Revenue Service.

State income tax returns generally remain open for periods ranging from three to four years from the date of

filing, depending on the jurisdiction.

To the extent the Company has net operating loss carryforwards, the tax years in which those losses

were generated remain subject to adjustment by the relevant taxing authorities until the statute of limitations expires for the year

in which the losses are utilized.

15 – Notes Payable

May 24, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 100,000 .

note bears interest at 7.5 % per annum and had a maturity date of the earlier of completion of a public financing or October 31, 2024.

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

As of February 28,

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

June 26, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 40,000 .

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

As of February 28, 2025, the full principal amount of $ 40,000 was outstanding.

September 19, 2024, the Company sold a short-term promissory note and warrants to Alumni Capital for total consideration of $ 250,000 .

After deducting commissions, net proceeds to the Company were $ 230,000 .

Alumni Note is in the principal amount of $ 300,000

with an original issue discount of $ 50,000

and guaranteed interest on the principal amount of 10 %

per annum which shall be due and payable on December

In the event of a failure to re-pay the Alumni Note on or before December 19, 2024, 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.

The Alumni Note is convertible

into common stock of the Company only upon an event of default.

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

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

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

and the remainder of the proceeds allocated to the note.

The relative fair value of the warrants at the time of issuance that was

allocated to additional paid-in capital was $ 116,322 .

The Alumni note and accrued interest was repaid on December 19, 2024.

October 18, 2024, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 154,440 .

The note includes an Original Issue Discount of $ 22,440 , and bears a one-time interest charge of 13 % , which was applied on the issuance

date to the principal.

The note is payable in ten equal installments of $ 17,452 beginning on November 15, 2024, and may be prepaid at

any time with no prepayment penalty.

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

common stock at the election of 1800 Diagonal Lending LLC.

As of February 28, 2025, the balance on the note, net of the unamortized debt

discount, was $ 80,114 .

November 1, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 250,000 .

The note bears guaranteed interest of 15 % , or $ 37,500 , payable in full together with the principal on the maturity date of May 1, 2025.

On November 29, 2024, the Company sold an additional short-term promissory note to the same investor in the aggregate principal amount

of $ 100,000 .

The note bears guaranteed interest of 15 % , or $ 15,000 , payable in full together with the principal on the maturity date

of May 29, 2025.

In connection with the promissory notes, the Company issued warrants to the investor to purchase up to 140,000 shares

of common stock at an exercise price of $ 3.25 per share with a three-year term.

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

short-term promissory notes were allocated to the notes and the warrants based on the relative fair values of the notes without the warrants

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

capital, and the remainder of the proceeds allocated to the note.

The relative fair value of the warrants at the time of issuance that

was allocated to additional paid-in capital was $ 120,239 .

On December 31, 2024, the Company entered into a Debt Exchange Agreement with

the investor whereby the entire principal balance of $ 350,000 plus guaranteed interest of $ 52,500 was converted into 133,278 shares of

the Company’s Series M Preferred Stock at a price of $ 3.02 per share.

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

of $ 125,190 .

The note includes an Original Issue Discount of $ 18,190 , and bears a one-time interest charge of 13 % , which was applied

on the issuance date to the principal.

The note is payable in five installments, with the first payment in the amount of $ 70,732 due

on May 15, 2025 , and the remaining four equal installments of $ 17,683 are due on the 15 th of each of the next four successive

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

Upon the event of default by the Company, any unpaid principal

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

As of February 28, 2025, the balance on the

note, net of the unamortized debt discount was $ 113,223 .

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

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

Series K Preferred Stock.

The note may be prepaid at any time without penalty.

Additionally, the Company issued a warrant to the investor

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

In accordance with

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

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

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

The relative fair value of the warrant

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

As of February 28, 2025, the balance on the note,

net of the unamortized debt discount, was $ 41,504 .

December 31, 2024, the Company sold a short-term promissory note to a private investor for $ 1,000,000 , with $ 500,000 funded on December

15, 2024 and $ 500,000 funded on January 15, 2025.

The note bears prepaid interest of 15 % , payable in 49,668 shares of the Company’s

Series K Preferred Stock.

In addition, the Company issued warrants to the investor to purchase up to 1,000,000 shares of the Company’s

common stock at an exercise price of $ 4.00 per share with an expiration date of June 30, 2028.

Up to 500,000 of the warrants may be exercised

on a cashless basis, at the election of the investor.

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

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

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

the proceeds allocated to the note.

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

capital was $ 829,523 .

On February 26, 2025, the Company entered into a Debt Exchange Agreement with the investor whereby the entire principal

balance of $ 1,000,000 was converted into 250,000 shares of the Company’s Series P Preferred Stock at a price of $ 4.00 per share.

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

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

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

Alumni for total consideration of $ 300,000 .

The Alumni Note was in the principal amount of $ 360,000 with an original issue discount of

$ 60,000 and guaranteed interest on the principal amount of 10 % per annum, which was due and payable on July 1, 2025 .

In the event of

a failure to re-pay the Alumni Note on or before the maturity date, the interest rate would have increased to the lesser of 22 % per annum

or the maximum amount permitted under law from the due date thereof until the same was paid.

The Alumni Note would have been convertible

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

On July 1, 2025, we repaid the outstanding balance of the Alumni

Note in full, including all accrued interest thereon.

August 20, 2025, we entered into another securities purchase agreement (the “Alumni Purchase Agreement”) with Alumni Capital

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

shares of common stock to Alumni for total consideration of $ 300,000 .

The Alumni Note was in the principal amount of $ 360,000 with an

original issue discount of $ 60,000 and guaranteed interest on the principal amount of 10 % per annum, which was due and payable on November

In the event of a failure to re-pay the Alumni Note on or before the maturity date, the interest rate would have increased

to the lesser of 22 % per annum or the maximum amount permitted under law from the due date thereof until the same was paid.

Note would have been convertible into shares of common stock of the Company only upon an event of default.

On December 19, 2025, we repaid

the outstanding balance of the Alumni Note in full, including all accrued interest, plus an additional interest payment of $ 10,000 for

a one-month extension on repayment.

September 26, 2025 , the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount

of $ 269,000 .

2 unchanged sentences

The note is payable in five installments, with the first payment in the amount of $ 151,985 due

on August 15, 2025, and the remaining four equal installments of $ 21,484 are due on the 15 th of each of the next four successive

on March 30, 2026, and the remaining four equal installments of $ 37,996 are due on the 30 th of each of the next four successive

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

3 unchanged sentences

note, net of the unamortized debt discount was $ 250,619 .

13 - Convertible Notes

March 13, 2023 and June 9, 2023, the Company issued $ 650,000 in convertible notes upon the receipt of proceeds from several investors.

The notes had an interest at a rate of 8 % per annum and were convertible into shares and warrants in a new public company upon the completion

of a merger with a Special Purpose Acquisition Corporation (“SPAC”) at a conversion price of $ 3.00 per common share, subject

to certain adjustments.

July 27, 2022 and February 21, 2023, the Company issued a total principal amount of $ 3,012,000 in convertible notes upon the receipt

of proceeds from several investors.

The notes had an interest at a rate of 8 % per annum and were convertible into shares and warrants

in a new public company upon the completion of a merger with a SPAC at a conversion

price of $ 3.00 per common share, subject to certain adjustments.

December 29, 2023, in connection with, and contingent upon the acquisition of NTH by the Company, each investor in a convertible

note entered into a Debt Assignment and Conversion Agreement with NTG and NTH, whereby the notes and the debt represented thereby

were assigned from NTH to NTG and converted into common units of NTG with the equivalent value on the terms and conditions as set

forth in the Debt Assignment and Conversion Agreements.

In exchange for entering into the Debt Assignment and Conversion Agreements,

each investor received the right to receive a number of Restricted Shares, including both Closing Shares and Contingent

Shares, to be distributed by the Company to each such investor following the consummation of the NextTrip Acquisition.

The shares were

issued at a price of $ 3.00 ,

and include both principal and accrued interest thereon.

NextTrip Acquisition closed on December 29, 2023, and as a result, the Company issued to the investors and aggregate of 52,818

Closing Shares, and the right to receive an aggregate of 1,978,598

Contingent Shares, if issued.

the years ended February 28, 2025 and February 29, 2024, the Company recorded interest expense of $ 0 and $ 234,213 , respectively, related

to the notes.

14 – Share Purchase Agreements

August 10, 2023 and November 6, 2023, NTH entered into Share Purchase Agreements with several investors to purchase convertible

shares in NTH in exchange for total proceeds of $ 1,755,970 .

Pursuant to the Share Purchase Agreements, the shares were initially convertible into the common shares of a public company with

which NTH completed a strategic transaction at a price of $ 0.15

The Share Purchase Agreements further provided that contingent upon the consummation of the legal acquisition of NTH by

the Company, the investors would receive the same number of shares of Company common stock in lieu of NTH common

On December 29, 2023, concurrent with the consummation

of the NextTrip Acquisition, each investor entered into an Exchange Agreement (the “Pre-Acquisition Exchange Agreements”)

with NTG and NTH, whereby such investors exchanged their rights to NTH shares for rights to common units of NTG of the same value, and

NTG distributed to the investors that number of Closing Shares as set forth in the Pre-Acquisition Exchange Agreements.

Additionally,

upon the Company’s achievement of each of the milestones as set forth in the Exchange Agreement, if ever, NTG will further distribute

the number of Contingent Shares in accordance with the Pre-Acquisition Exchange Agreements.

September 19, 2022, the Company entered into a Software as a Service Agreement with a third-party consultant, pursuant to which the Company received

a $ 150,000 down payment upon signing of the contract.

On December 31, 2022, the Company entered into an amended agreement with the counterparty,

pursuant which the down payment became a noninterest bearing share issuance obligation and which such amount will be converted to shares in

a new public company upon the completion of a merger at a conversion price of $ 3.00 per common share, subject to adjustments.

29, 2023, upon the consummation of the NextTrip Acquisition, the counterparty received 1,996 Closing Shares and

the right to receive an additional 74,786 Contingent Shares, if issued.

total number of Closing Shares issued to investors, inclusive the third-party consultant, on December 29, 2023 was 15,481

Closing Shares, and the Contingent Shares issuable, if ever, totaled an aggregate of 579,954 .

December 28, 2023, the Company entered into a Consulting Modification Agreement with a third-party consultant, which provided for

the full settlement of $ 180,000

in consulting fees by issuing shares of Company common stock contingent upon the closing of the NextTrip acquisition.

Acquisition closed on December 29, 2023, pursuant to which the Company issued 4,337

Closing Shares to the consultant, and the right to receive 162,466

Contingent Shares, if issued.

October 17, 2025, the Company sold two short-term promissory notes, each for a principal balance of $ 18,000 , to two investors for an

aggregate principal balance of $ 36,000 .

Each note includes an Original Issue Discount of $ 3,000 .

The notes are payable in full on May

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

Upon the event of default by the Company, any unpaid balance

is immediately due and payable.

As of February 28, 2026, the aggregate balance on the notes, net of any unamortized debt discount was

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

The note includes an Original Issue Discount of $ 27,000 , and bears a one-time interest charge of 13 %, which was applied on the issuance

date to the principal.

The note is payable in ten equal installments, beginning on November 30, 2025.

The note may be prepaid at any

time with no prepayment penalty.

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

stock at the election of 1800 Diagonal Lending LLC.

As of February 28, 2026, the balance on the note, net of the unamortized debt discount

was $ 101,661 .

16 – Long-Term Debt

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

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

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

which increased the principal amount to $ 199,100 .

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

December 4, 2050 .

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

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

The difference

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

and is reflected in goodwill.

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

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

The following table summarizes the loan terms as of the acquisition

Schedule of Long Term Loan

Principal amount

Fair value at acquisition date

Remaining term

Monthly payment

Effective interest rate

of February 28, 2026, the balance of the loan was $ 98,179 .

17 - Related Party Transactions

February 28, 2023, the Company entered into an Asset Purchase Agreement with Travel and Media Tech, LLC (“TMT”),

pursuant to which it purchased the right, title and interest in the “Bookit” or “NextTrip 2.0” booking

engine, including customer lists, all current content associated with hotel and destination product in the booking engine (pictures,

hotel descriptions, restaurant descriptions, room descriptions, amenity descriptions, and destination information) and source code

related thereto.

TMT is a related entity owned by Donald P.

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

Company’s Chief Executive Officer.

due to related parties at February 28, 2025 and February 29, 2024 was $ 61,526 and $ 828,277 , respectively.

The amounts due at February

28, 2025 are to Donald P.

Monaco, William Kerby, and Gregory Miller, and at February 29, 2024 were to William Kerby and Donald P.

Company recorded a loss of $ 1,000,000 on the NextPlay related party receivable for the year ended February 28, 2025.

The total amount

receivable from NextPlay was $ 2,567,665 at February 28, 2025.

NextPlay is in involuntary bankruptcy proceedings and is in default under

the terms of its promissory note and, as a result, the Company established an allowance for doubtful accounts of $ 2,567,665 as collectability

of the note is uncertain.

As of February 29, 2024, $ 1,567,665 allowance for credit losses was established.

May 6, 2025, the Company entered into the Monaco Investment Partners II, LP “MIP” Line of Credit with 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.

of February 28, 2026 the maximum amount of $ 3,000,000 was outstanding under the MIP Line of Credit, plus accrued interest of $ 28,192 .

Kerby, at his election, has agreed to defer $ 100,000 of his annual salary as well as payments related to personal financial guarantees

and his car allowance.

At February 28, 2026, the total compensation deferred by Mr.

Kerby totaled $ 270,333 .

July 10, 2025, the Company entered into a Securities Purchase Agreement with KC Global Media Asia LLC (“KCGM”) pursuant to

which the Company sold and issued 75,000 shares of common stock at a price of $ 3.02 per share, resulting in total gross proceeds of $ 226,500 .

On December 23, 2025, such 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 of common stock for a

pre-funded warrant, on February 10, 2026, the Company issued an additional warrant for 20,000 shares to KCGM with an exercise price of

$ 3.00 and a term of three years from the initial exercise date.

September 10, 2025, the Company entered into a Securities Purchase Agreement with the Kaplan-Wright Family Trust (“Trust”)

pursuant to which the Company sold and issued 31,250 shares of Series Q Preferred stock at a price of $ 3.20 per share, resulting in total

gross proceeds of $ 100,000 .

On November 19, 2025, upon receiving shareholder approval, such preferred shares were converted into 31,250

shares of common stock.

November 4, 2025, the Company entered into a Securities Purchase Agreement with KCGM pursuant to which the Company sold and issued 33,400

shares of common stock and a warrant to purchase up to 16,000 common shares at a price of $ 3.00 per share, resulting in total gross proceeds

of $ 100,200 .

The warrant has a term of three years from the initial exercise date, and has an exercise price of $ 4.54 .

Kaplan is the co-trustee of the Trust, which owns 50 % of KC Global Media Entertainment LLC, which in turn owns 100 % of KCGM.

is the Chairman of KCGM.

June 24, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued

86,092 shares of common stock at a price of $ 3.02 per share, resulting in total gross proceeds of $ 260,000 .

September 10, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued

50,000 shares of Series Q Preferred stock at a price of $ 3.20 per share, resulting in total gross proceeds of $ 160,000 .

On November 19,

2025, upon receiving shareholder approval, such preferred shares were converted into 50,000 shares of common stock.

Privilege, Inc.

Licensing and Services Agreement

December 12, 2025, the Company entered into a Licensing and Servicing Agreement with NextTrip Privilege, Inc.

(“Privilege”),

pursuant to which the Company has agreed to provide to Privilege:

(a) personnel to support their operations;

(b) a license to use the name

“NextTrip” as their corporate and business name;

and (d) continuing advances to fund their operations until they raise sufficient capital.

consideration for the foregoing, Privilege has agreed to pay the Company:

20 % royalty fee on all net capital raised by Privilege, including pursuant to its Regulation A offering;

cost of the annual membership fee for each year of Privilege membership provided to investors;

reimbursement

of all incremental expenses paid by the Company on behalf of Privilege, related to an investor’s membership;

revenue received by Privilege from investor bookings on our platform;

of all advances previously made or made in the future, with advances being interest-free until February 28, 2026 and thereafter accruing

interest at the rate of 1.5 % per month on outstanding balances, subject to minimum payment obligations;

March 1, 2026, an Administrative Services Fee of $ 5,000 per month, increasing by 3% per annum on March 1 of each year thereafter.

of February 28, 2026, the Company had advanced a total of $ 315,495 to Privilege, for which the Company has recorded a full credit loss

reserve based on Privilege’s pre-revenue status, the going-concern opinion issued by Privilege’s independent auditor, the

absence of proceeds raised under Privilege’s qualified Regulation A offering at February 28, 2026, the contractual subordination

of advance repayments to NextTrip Privilege’s operating obligations, and the absence of collateral.

Option Agreement

December 2, 2025, NextTrip Group, LLC (“NextTrip Group”), the holder of 100 % of the outstanding shares of Class B common

stock of Privilege, granted the Company an option (the “Option”) to purchase up to 12,500,000 shares of Class B common stock

of Privilege at $ 0.01 per share, or an aggregate exercise price of $ 125,000 .

The Option is exercisable from June 1, 2026 through December

31, 2027 and is freely assignable.

NextTrip Group is owned 50 % by Donald P.

Monaco (Chairman of the Board of the Company) and 50 % by

William Kerby (Chief Executive Officer of the Company), in their individual capacities.

No cash consideration was paid by the Company

for the Option.

The Option is not currently exercisable at February 28, 2026, the underlying Class B common stock has no readily determinable

fair value, Privilege has no operations, and the Company does not consider exercise of the Option to be probable.

Accordingly, no amount

has been recognized on the Company’s balance sheet in respect of the Option.

See Note 19 (Commitments and Contingencies) for additional

information regarding the Option as a contingent purchase commitment.

Officers and Directors

of the Company’s executive officers and directors concurrently serve as executive officers and directors of Privilege:

Monaco serves as President, Chairman and a director of Privilege;

William Kerby serves as Vice President and a director of Privilege;

and Frank Orzechowski serves as Chief Financial Officer and a director of Privilege.

18 - Deferred Revenue

revenue as of the years ended February 28, 2025, and February 29, 2024 was $ 97,770 and $ 139,921 , respectively.

revenue represents contract liabilities under ASC 606, Revenue from Contracts with Customers, arising from consideration received (or

unconditionally due) from customers in advance of the Company’s satisfaction of the related performance obligations.

The Company recognizes

the associated revenue when (or as) those performance obligations are satisfied.

revenue consists principally of advance customer payments associated with Merchant of Record (MOR) bookings, group commission revenue,

and campaign revenue.

FSA commission revenue and programmatic revenue are not included in deferred revenue;

FSA commission is recorded

within accounts receivable, and programmatic revenue is recorded within accounts receivable or recognized when received.

Company expects substantially all remaining performance obligations as of February 28, 2026 to be satisfied, and the related deferred

revenue to be recognized as revenue, within the next twelve months.

following table presents the changes in the Company’s deferred revenue balance for the fiscal years ended February 28, 2026 and February

Schedule of Company's Deferred

Revenue Balance

Year Ended February 28, 2026

Year Ended February 28, 2025

Deferred revenue, beginning of year

Additions - consideration received from customers

Revenue recognized during the period

( 3,397,515 )

Deferred revenue, end of year

recognized during each period that was included in the deferred revenue balance at the beginning of the respective period was as follows:

of Revenue Recognized Included in the Deferred Revenue Balance

Year Ended February 28, 2026

Year Ended February 28, 2025

Revenue recognized that was included in the deferred revenue balance at the beginning of the year

opening balance of deferred revenue as of March 1, 2024 (i.e., the beginning of the earliest comparative period presented) was $ 128,190 .

revenue consists of travel deposits received from users in advance of revenue recognition.

10 unchanged sentences

or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation

Pipeline Put Option and Contingently Redeemable Shares

connection with the acquisition of TA Pipeline LLC on August 6, 2025 (see Note 6), the Company issued 96,774 restricted shares of common

stock (the “TA Closing Shares”) to the former TA Members, valued at $ 387,000 at the closing date.

Under the TA MIPA, the

TA Members were granted a Put Option that, upon the occurrence of certain events outside the Company’s control, could require the

Company to (i) repurchase the TA Closing Shares (and any TA Milestone Shares) at the Base Price of $ 3.10 per share, (ii) issue additional

“Top-Up Shares” sufficient to restore the original aggregate Base Price value, or (iii) pay cash equal to the difference

between the Base Price and the then-current Fair Market Value of the Company’s common stock multiplied by the number of TA Acquisition

Shares specified in the exercise notice.

Because the redemption features are outside the Company’s control, the 96,774 TA Closing

Shares are classified as mezzanine equity (carrying value $ 387,000 ) on the consolidated balance sheet rather than within permanent equity.

February 24, 2026, the former TA Members submitted an exercise notice with respect to all of their TA Closing Shares.

The Company believes

the former TA Members are in breach of their obligations under the TA MIPA and has declined to honor the exercise of the Put Option.

The parties are in discussions to resolve the dispute;

however, the outcome of such discussions is uncertain.

The Company believes it

has meritorious defenses and intends to vigorously defend against any claims, as well as to assert any counterclaims relating to the

TA Members’ alleged breach.

The maximum aggregate cash exposure under the Put Option, if ultimately determined adverse to the Company,

would be approximately $ 300,000 ( 96,774 shares at the $ 3.10 Base Price), exclusive of any Top-Up Shares that could be issuable.

February 28, 2026, no adjustment to the fair value of the Put Option has been recorded because the terms of any potential settlement

were not known or knowable.

additional information regarding the TA Pipeline acquisition, the Put Option, and the TA Milestone Payment, refer to Note 2 (Summary

of Significant Accounting Policies), Note 6 (Acquisition of TA Pipeline, LLC), and Note 20 (Stockholders’ Equity).

to Purchase NextTrip Privilege Class B Common Stock

December 2, 2025, the Company was granted an option by NextTrip Group, LLC to acquire up to 12,500,000 shares of Class B common stock

of NextTrip Privilege, Inc.

at $ 0.01 per share, or an aggregate exercise price of $ 125,000 , exercisable from June 1, 2026 through December

The Option represents a contingent purchase commitment of the Company of up to $ 125,000 in aggregate exercise price.

in Note 17 (Related Party Transactions), no amount has been recognized on the Company’s balance sheet in respect of the Option,

the Option is not currently exercisable, and the Company does not consider exercise of the Option to be probable.

Licensing and Royalty Payment Obligation

connection with the JOURNY.tv Asset Acquisition (see Note 5), the Company is obligated to make license fee payments to Ovation LLC totaling

$ 336,801 over the period from April 2025 through October 2027.

These payments were initially recorded at their present value of $ 299,800 ,

discounted using the Company’s estimated cost of debt of 12.03 % per annum.

The difference between the undiscounted payments and

their present value is being recognized as interest expense using the effective interest method over the payment term.

As of February

28, 2026, the carrying value of the JOURNY.tv licensing and royalty payment obligation was $ 144,168 , of which $ 78,197 is classified within

current liabilities and $ 65,971 is classified within non-current liabilities on the Company’s consolidated balance sheet.

TV Minimum Royalty Payment Obligation

connection with the GoUSA TV Asset Purchase (see Note 7), the Company agreed, for the three-year period beginning on the closing date

of February 2, 2026, to pay Brand USA a royalty equal to 1 % for every $ 100,000 in destination booking revenue directly attributed to

the acquired content, subject to a minimum quarterly payment of $ 30,000 .

The total undiscounted minimum royalty payments over the three-year

term are $ 360,000 (12 quarterly payments of $ 30,000 each).

These minimum guaranteed payments were recorded at their present value of

$ 295,000 , discounted using the Company’s estimated cost of debt of 12.03 % per annum.

The difference between the undiscounted minimum

payments and their present value is being recognized as interest expense using the effective interest method over the payment term.

of February 28, 2026, the carrying value of the GoUSA TV minimum royalty payment obligation was $ 297,504 , of which $ 58,385 is classified

within current liabilities and $ 239,119 is classified within non-current liabilities on the Company’s consolidated balance sheet.

Maturities of Licensing and Royalty Payment Obligations

following table presents the scheduled undiscounted payments under both obligations as of February 28, 2026, reconciled to their aggregate

present value carrying amount (in dollars):

Scheduled of Undiscounted Payments Under Maturities of Licensing and Royalty Payment Obligations

Year Ending February 28,

Total undiscounted payments

unamortized discount

Present value of obligations

20 – Stockholders’ Equity

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

Although the shares

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

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

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

The Company will continue to

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

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

The TA Acquisition Shares

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

The Put Option has an

exercise price of $ 3.10 per share.

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

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

Company has 250,000,000 shares of common stock authorized.

As of February 28, 2026 and February 28, 2025, the Company had 13,978,171

1,656,738 and 936,430 shares of common stock, par value $ 0.001 issued and outstanding, respectively.

All shares have equal voting rights,

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

September 22, 2023, we effected a 1-for-20 reverse stock split of the outstanding shares of our common stock and a corresponding decrease

in the number of shares of our common stock that we are authorized to issue.

In connection with the reverse split, we issued 40,197 common

shares to round-up fractional shares to the nearest whole share.

effects of the reverse stock split have been retroactively reflected in all periods presented in this Report.

and 1,656,738 shares of common stock, par value $ 0.001 issued and outstanding (excluding 96,774 mezzanine shares classified outside of

permanent equity), respectively.

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

Year Ended February 28, 2026

March 3, 2025, the Company issued an aggregate of 80,000 shares of common stock to three investor relations firms as payment for investor

relations consulting services.

March 6, 2025, the Company issued 7,794 shares of common stock to the holders of Series L Convertible Preferred stock as a dividend.

March 26, 2025, as a result of achieving three of the four business milestones, the Company issued 4,393,993 shares of common stock to

the NTG Sellers in satisfaction of the Company’s obligations under the Exchange Agreement.

April 1, 2025, the Company issued 20,000 shares of common stock in connection with the JOURNY.tv asset acquisition.

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

issued to the NTG Sellers.

May 7, 2025, the Company issued 5,000 shares of common stock to Innovative Travel Acquisitions, Inc.

as a finder’s fee in connection

with the FSA acquisition.

May 13, 2025, the Company issued 15,000 shares of common stock to an individual as settlement for outstanding invoices related to marketing

services provided.

May 29, 2025, the Company issued 37,849 shares of common stock to the holders of Series L Convertible Preferred stock as a dividend.

June 4, 2025, the Company issued 75,000 shares of common stock to Force Family Network as payment for investor relations consulting services.

June 16, 2025, the Company issued 4,636 shares of common stock to Donohoe Advisory as partial compensation for Nasdaq consulting services.

June 24, 2025, the Company issued 594 shares of common stock to Something Great as partial compensation for past services.

on June 24, 2025, the Company issued 86,092 shares of common stock to Jimmy Byrd, a director of NextTrip, in connection with a private

July 22, 2025, the Company issued an aggregate of 4,000 shares of common stock to two companies as settlement for outstanding invoices

related to information technology services provided.

July 27, 2025, the Company issued 15,000 shares of common stock to an individual in connection with the development and launch of a new

Beauty and Wellness initiative.

August 6, 2025, the Company issued 96,774 shares of common stock in connection with the acquisition of TA Pipeline, LLC.

August 1, 2025 and August 25, 2025, the Company issued an aggregate of 110,000 shares of common stock to five investor relations firms

as payment for investor relations consulting services,

August 29, 2025, the Company issued 36,283 shares of common stock to the holders of Series L Convertible Preferred stock as a dividend.

September 10, 2025, the Company issued 10,000 shares of common stock to Save Your Day Films as partial compensation for services rendered

in connection with JOURNY.tv.

September 22, 2025, the Company issued 34,993 shares of common stock as settlement for outstanding invoices for investor relations services

September 22, 2025 and October 6, 2025, the Company issued an aggregate of 44,226 shares of common stock to Iroquois Capital Investment

Group and Iroquois Master fund pursuant to the cashless exercise of warrants.

October 7, 2025, the Company issued 200,000 shares of common stock to NextGen AI in connection with consulting and advisory services

to be provided.

October 8, 2025, the Company issued 62,500 shares of common stock to Caesar Capital in connection with a private placement.

October 8, 2025 and October 20, 2025, the Company issued an aggregate of 60,000 common shares to two investor relations firms as compensation

for investor relations consulting services.

October 28, 2025, the Company issued 70,000 shares of common stock to an investor in connection with a private placement.

November 4, 2025 and November 28, 2025, the Company issued an aggregate of 468,434 common shares to investors in connection with a private

November 19, 2025, the Company issued 3,484,611 common shares to the holders of the Company’s various series of preferred stock

pursuant to the conversion of such shares of preferred stock upon receiving shareholder approval.

December 1, 2025, the Company issued 17,244 shares of common stock to the holders of Series L Convertible Preferred stock as a final

on December 1, 2025, the Company issued 125,000 shares of common stock to a consultant in connection with a strategic advisory and consulting

December 19, 2025, the Company issued 33,000 shares of common stock to a law firm in connection with the conversion of its preferred

December 23, 2025, the Company issued 1,000,000 shares of common stock to Armistice Capital in connection with a private placement.

January 2, 2026, the Company issued 40,000 shares of common stock to an investor relations firm as compensation for investor relations

consulting services.

January 9, 2026, the Company issued 2,047 shares of common stock as commission payments to travel agents for group travel sales to TA

January 15, 2026, the Company issued 7,500 shares of common stock to a contractor pursuant to a contract to provide marketing services.

January 29, 2026, the Company issued 20,000 shares of common stock in exchange for a 10 % non-controlling interest in Playbook Investors

February 2, 2026, the Company issued 25,000 shares of common stock to an investor relations firm as compensation for investor relations

consulting services.

February 6, 2026, the Company issued 105,638 common shares to the Corporation for Travel Promotion in connection with the acquisition

on February 6, 2026, the Company issued 10,000 common shares to Alumni Capital as consideration for withdrawing a previously filed registration

February 19, 2026, the Company issued 25,000 common shares to the Hilton Advisory Group in connection with an advisory services agreement

to provide business development and strategic consulting services.

February 28, 2026, the Company issued 135,000 shares of common stock pursuant to a service agreement to create a tokenized rewards infrastructure

for the Company’s travel platform.

Year Ended February 28, 2025

March 15, 2024, the Company issued 409,502 shares of common stock pursuant to automatic conversions of the Company’s Series G,

H, and I Convertible Preferred Stock upon receiving shareholder approval to increase the Company’s authorized common shares to

July 2024 and August 2024, the Company issued 42,709

shares of common stock to Dooya Media Group, Inc.

as partial compensation for development work related to Compass.TV, the

Company’s Free-Ad Supported TV (“FAST”) channel.

September 19, 2024, the Company issued 32,786

shares of common stock to Alumni Capital LP (“Alumni”) as commitment shares for a $ 10

million equity line of credit.

October 8, 2024, the Company issued 8,065

shares of common stock to FSA upon executing a non-binding letter of intent to acquire interests in FSA.

Pursuant to the

terms of the agreement, the shares were to be credited towards the final purchase price if an acquisition occurs, and as a down

payment towards the acquisition price of FSA.

On December 16, 2024, the Company issued 28,281 shares

of common stock to Out of the Box Capital as a prepayment for an Investor Relations consulting contract.

December 2024 and January 2025, the Company issued an

aggregate of 104,965 shares of common stock pursuant to warrant exercises, resulting in gross proceeds of $ 316,995 .

July 2024 and August 2024, the Company issued 42,709 shares of common stock to Dooya Media Group, Inc.

as partial compensation for development

work related to JOURNY.TV, the Company’s Free-Ad Supported TV (“FAST”) channel.

September 19, 2024, the Company issued 32,786 shares of common stock to Alumni Capital LP (“Alumni”) as commitment shares

for a $ 10 million equity line of credit.

October 8, 2024, the Company issued 8,065 shares of common stock to FSA upon executing a non-binding letter of intent to acquire interests

Pursuant to the terms of the agreement, the shares were to be credited towards the final purchase price if an acquisition occurs,

and as a down payment towards the acquisition price of FSA.

December 16, 2024, the Company issued 28,281 shares of common stock to Out of the Box Capital as a prepayment for an Investor Relations

consulting contract.

December 2024 and January 2025, the Company issued an aggregate of 104,965 shares of common stock pursuant to warrant exercises, resulting

in gross proceeds of $ 316,995 .

January 7, 2025, the Company issued 30,000 shares of common stock as a prepayment for a consulting contract with an investor relations

January 29, 2025, the Company issued 4,000

shares of common stock to Lyndsey North, the Company’s former President, in connection with her separation

January 29, 2025, the Company issued 4,000 shares of common stock to Lyndsey North, the Company’s former President, in connection

with her separation agreement.

February 26, 2025, the Company issued 60,000 shares of common stock to AOS Holdings, Inc.

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contract to provide investor relations and strategic consulting services.

Year Ended February 29, 2024

September 2023 and October 2023, the Company sold 72,721

shares of common stock, respectively, through our ATM Agreement, resulting in net proceeds of $ 364,555

and $ 772,468 ,

respectively.

December 29, 2023, the Company acquired 100 %

of the outstanding equity interests of NTH pursuant to the Exchange Agreement in connection with the NextTrip Acquisition.

consideration for the NextTrip Acquisition, at closing the Company issued 156,007

restricted shares of its common stock as Closing Shares, constituting 19.99 %

of its issued and outstanding shares of common stock immediately prior to execution of the Exchange Agreement, and agreed to

issue up to an aggregate of 5,843,993

Contingent Shares as further consideration upon NTH’s achievement of certain milestones set forth in the Exchange

restricted shares issued at closing, 52,818

shares were issued pursuant to the Debt Assignment and Conversion agreements, 15,481

shares were issued pursuant to the Share Purchase and Pre-Acquisition Exchange Agreements, and 4,337

shares were issued to a third-party consultant.

Pursuant to ASC 805-40-45-1, the remaining 83,371

Closing Shares are reflected as a retroactive adjustment to adjust the accounting acquirer’s legal capital to reflect the

legal capital of the accounting acquiree.

That adjustment is required to reflect the capital of the legal parent.

discussed above, during the fiscal year ended February 28, 2025, the Company issued 4,000

restricted shares of common stock at a price of $ 6.69

to Lyndsey North, the Company’s former President, in connection with her separation agreement.

The shares were fully vested on

January 29, 2025, which was the grant date.

As a result, the Company recorded share based compensation expense of $ 26,760 .

discussed above, during the fiscal year ended February 28, 2026, the Company issued 18,389 restricted shares of common stock at a price

of $ 2.98 to Frank Orzechowski, the Company’s Chief Financial Officer, in connection with his employment agreement.

The shares were

fully vested on February 10, 2026, which was the board approval date.

As a result, the Company recorded share based compensation expense

of $ 54,800 .

The Company did not issue any shares of common stock to employees during the fiscal year ended February 28, 2025.

our amended and restated articles of incorporation (our “Charter”), our board of directors has the authority, without further action by

stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences,

limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion

rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be

preferential to or greater than the rights of the common stock.

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

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

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

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

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

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of common stock.

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

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

Certificates of Designation.

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

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were issued and outstanding at February 28, 2026 and February 28, 2025, Respectively, as discussed in additional detail below.

E Convertible Preferred Stock

the Certificate of Designations of the Series E Preferred Stock, the shares of the Company’s preferred stock as Series E

Convertible Preferred Stock (the “Series E Preferred”) have an initial stated value of $ 1,500

per share (the “Stated Value”).

Dividends at the initial rate of 9 %

per annum will accrue and, on a monthly basis, shall be payable in kind by the increase of the Stated Value of the Series E

Preferred by said amount.

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

the Series E Preferred (including, without limitation, accrued and unpaid dividends and make-whole dividends through the third

anniversary of the closing date) into shares of the Company’s common stock at an initial conversion rate determined by

dividing the Conversion Amount by the conversion price ($ 0.13

above the consolidated closing bid price for the trading day prior to the execution of the relates stock purchase agreement).

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

unpaid amounts payable with respect to the Series E Preferred being converted plus the “Make Whole Amount” (the

amount of any dividends that, but for the conversion, would have accrued at the dividend rate for the period through the third

anniversary of the initial issuance date).

The Conversion Rate is also subject to adjustment for stock splits, dividends

recapitalizations and similar events.

February 28, 2025, 316 shares of Series E Preferred were outstanding, which if converted as of February

28, 2025, including the make-whole dividends, would have resulted in the issuance of 3,362 shares of common stock.

F Convertible Preferred Stock

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

Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993

shares of the Company’s preferred stock as Series F Convertible Preferred Stock, par value $ 0.001

per share (the “Series F Preferred”).

The Series F Preferred was designated by the Company in connection with the NextTrip Acquisition, and, in the event that the Company does not have sufficient shares

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

NextTrip Acquisition, shares of Series F Preferred shall be issued to the previous equity holders of NTH in lieu of shares of Company

common stock.

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

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

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

on shares of Company common stock.

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

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

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

In any such vote, each

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

holder is convertible.

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

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

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

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

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

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

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

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

Liquidation .

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

“Liquidation”), holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis

calculate based on the Series F Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company

to holders of the Company’s common stock.

February 28, 2025, no shares of the Series F Preferred were outstanding.

G Convertible Preferred Stock

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

Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 100,000

shares of the Company’s preferred stock as Series G Convertible Preferred Stock, par value $ 0.001

per share (the “Series G Preferred”).

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

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

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

on shares of Company common stock.

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

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

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

In any such vote, each holder is entitled

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

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

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

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

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

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

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

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

G Conversion Ratio”).

Liquidation .

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

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

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

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

the terms of the Perpetual License Agreement .

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

stock on March 15, 2024.

At February 28, 2025, no shares of the issued Series G Preferred were outstanding.

H Convertible Preferred Stock

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

Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 150,000

shares of the Company’s preferred stock as Series H Preferred Stock, par value $ 0.001

per share (the “Series H Preferred”).

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

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

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

A Convertible Preferred Stock

February 9, 2026 the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 1,000,000 shares of the Company’s preferred

stock as Series A Preferred Stock, par value $ 0.001 per share (the “Series A Preferred”).

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

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

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

on shares of Company common stock.

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

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

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

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In any such vote, each holder is entitled

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

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

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

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

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

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

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

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

H Conversion Ratio”).

Liquidation .

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

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

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

February 28, 2025, 33,000 shares of the issued Series H Preferred were outstanding, which if converted as of February

28, 2025, would have resulted in the issuance of 33,000 shares of common stock.

I Convertible Preferred Stock

February 22, 2024, the Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Initial Series

I Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 331,124

shares of the Company’s preferred stock as Series I Convertible

Preferred Stock, par value $ 0.001

per share (the “Series I Preferred”).

25, 2025, the Company filed an amendment to the Certificate of Designation of Series I Convertible Preferred Stock (the “Amendment

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

Certificate of Designation”) with the Secretary of State of the State of Nevada, to increase the number of shares of the Company’s

preferred stock designated as Series I Preferred to 692,945

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

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

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

on shares of Company common stock.

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

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

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

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

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

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

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

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

enter into any agreement with respect to the foregoing.

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

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

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

“Series I Conversion Ratio”).

Liquidation .

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

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

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

February 15, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the

Company issued and sold an aggregate of $ 672,500 of the Company’s securities, consisting of (i) 222,680 restricted shares of Series I Preferred, and (ii) unregistered warrants

to purchase up to 111,340 shares of Company common stock at a combined price of $ 3.02 .

August 15, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 4,967 shares of Series I Preferred, at $ 3.02 per share, resulting in gross proceeds to the Company of $ 15,000 .

August 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 24,834 shares of Series I Preferred at $ 3.02 per share, resulting in gross proceeds to the Company of $ 75,000 .

October 1, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 66,225 shares of Series I Preferred at $ 3.02 per share, resulting in gross proceeds to the Company of $ 200,000 .

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

certain accredited investors (the “Purchasers”), pursuant to which the Company issued and sold an aggregate of 331,125

restricted shares of Series I Preferred Stock to the Purchasers at a purchase price of $ 3.02

per share (the “Series I Offering”), resulting in aggregate gross proceeds to the Company of $ 1,000,000 .

In addition, the Company issued 10,000

shares of Series I Preferred at $ 3.02

per share to an outside contractor as payment for outstanding invoices.

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

Miller and the Company agreed to convert $ 100,000

in deferred consulting fees owed to Mr.

Miller into 33,113

shares of Series I Preferred, at a conversion price of $ 3.02

per share, and a warrant to purchase 33,113

shares of common stock (the “Miller Warrant”).

The Miller Warrant has an exercise price of $ 4.00

per share, becomes exercisable six months from the issuance date (subject to stockholder approval of removal of the Exchange Cap),

and shall expire three years from the initial exercise date (August 24, 2028).

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

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

February 28, 2025, 500,442 shares of the Series I Preferred were outstanding, which if converted as of February 28,

2025, would have resulted in the issuance of 500,442 shares of common stock.

J Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series J Nonvoting Convertible Preferred Stock (the “Series

J Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 297,788

shares of the Company’s preferred stock as Series J Nonvoting Convertible Preferred Stock, par value $ 0.001

per share (the “Series J Preferred”).

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

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

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

on shares of Company common stock.

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

to voting rights.

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

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

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

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

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

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

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

subject to beneficial ownership limitations.

Liquidation .

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

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

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

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

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

of $ 700,000 .

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

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

to remove the Exchange Cap.

February 28, 2025, 297,788 shares of the Series J Preferred were outstanding, which if converted as of February 28,

2025, would have resulted in the issuance of 297,788 shares of common stock.

K Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series K Nonvoting Convertible Preferred Stock (the “Series

K Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 60,595

shares of the Company’s preferred stock as Series K Nonvoting Convertible Preferred Stock, par value $ 0.001

per share (the “Series K Preferred”).

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

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

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

on shares of Company common stock.

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

to voting rights.

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

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

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

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

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

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

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

subject to beneficial ownership limitations.

Liquidation .

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

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

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

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

at a price of $ 3.02 per share as prepaid guaranteed interest in connection with the sale of an aggregate of $ 1,220,000 in promissory

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

to remove the Exchange Cap.

February 28, 2025, 60,595 shares of the Series K Preferred were outstanding, which if converted as of February 28,

2025, would have resulted in the issuance of 60,595 shares of common stock.

L Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (the

“Initial Series L Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 579,469

shares of the Company’s preferred stock as Series L Nonvoting Convertible Preferred Stock, par value $ 0.001

per share(the “Series L Preferred”).

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

L Preferred Amendment,” and together with the Initial Series L Certificate of Designation, the “Series L Certificate of Designation”)

with the Secretary of State of the State of Nevada, to increase the number of shares of the Company’s preferred stock designated

as Series L Preferred to 1,076,158 shares.

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

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

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

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

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

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

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

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

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

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

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

be outstanding, whichever is the earlier to occur.

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

increase to 14%.

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

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

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

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

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

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

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

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

subject to beneficial ownership limitations.

Liquidation .

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

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

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

December 31, 2024, the Company entered into debt conversion agreements with

its chief executive officer, William Kerby, and chairman of the board, Donald P.

Monaco (the “Related Parties”), whereby

the Related Parties and the Company agreed to convert $ 1.75 million in existing unsecured promissory notes owed to the Related Parties

for monies advanced to the Company into an aggregate of 579,469 restricted shares of Series L Preferred, at a purchase price of $ 3.02 per share.

February 24, 2025, the Company entered into debt conversion agreements with

its chief executive officer, William Kerby, and chairman of the board, Donald P.

Monaco, whereby

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

Kerby) and $ 1.0 million in existing unsecured

promissory notes owed for monies advanced to the Company (Mr.

Monaco), respectively, into an aggregate of 496,687 restricted shares of

Series L Preferred at a conversion price of $ 3.02 per

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

to remove the Exchange Cap (as described below), subject to beneficial ownership limitations.

February 28, 2025, 1,076,156 shares of the Series L Preferred were outstanding, which if converted as of February 28,

2025, would have resulted in the issuance of 1,076,156 shares of common stock.

M Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series M Nonvoting Convertible Preferred Stock (the “Series

M Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 165,562

shares of the Company’s preferred stock as Series M Nonvoting Convertible Preferred Stock, par value $ 0.001

per share (the “Series M Preferred”).

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

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

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