NextTrip, Inc. 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. You should read the following discussion of our financial condition and results of operations in conjunction with the “Risk Factors” included in Part I, Item 1A, “Risk Factors” of this Report and our Consolidated Financial Statements and related Notes thereto included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Report. See also the discussion of “Forward-Looking Statements” immediately preceding Part I of this Report. Business Overview NextTrip, Inc. is an early-stage, technology-forward travel and media company operating at the intersection of premium video content and online travel commerce. Our strategy is to bring together premium travel content, global audience reach, proprietary booking technology, and concierge-supported travel services into a single, integrated ecosystem that guides consumers across the full travel journey—from inspiration and discovery, through planning, to booking and post-sale servicing. We refer to this integrated model as our “Watch. Scan. Book. Go.” content-to-commerce strategy. We operate and report our business in two segments—Travel and Media—that are designed to function as a single, mutually reinforcing ecosystem. Our Media segment builds awareness and audience scale, generates advertising revenue, and channels high-intent travel consumers into our Travel segment, where those consumers transact through our proprietary booking platforms. The discussion that follows in this Item 7 should be read together with the more detailed description of our business in Part I, Item 1 (Business), the risk factors in Part I, Item 1A (Risk Factors), and our consolidated financial statements and related Notes in Part II, Item 8. 32 Our Operating Segments Travel Segment Our Travel segment comprises our travel booking and commerce operations. It includes our proprietary NXT2.0 booking platform and all booking-oriented brands and products, including NextTrip Vacations (direct-to-consumer leisure), Five Star Alliance (luxury hotel and cruise bookings), TA Pipeline (group and MICE travel), NextTrip Cruise, the Groups Platform, the Travel Agent Platform, JournyGO (our agentic AI-powered “Watch. Scan. Book. Go.” booking ecosystem launched on March 31, 2026), and Travel Magazine Pro™ (our advisor-focused, content-to-commerce platform). The Travel segment also includes our PayDlay deferred-payment booking option. Travel segment revenue is generated principally through commissions, markups, and service fees on travel bookings across hotels, vacation rentals, cruises, packages, and related travel services, as well as advisor-driven commissions and attribution-based fees through Travel Magazine Pro™. Product sales are structured either as commission-based transactions, where the supplier or wholesaler controls pricing (which is the case for most Five Star Alliance product), or under direct, negotiated supplier contracts in which we set retail pricing (which is the case for most NXT2.0 product). Commission-based travel is generally lower margin than direct-contract travel. Our strategy emphasizes higher-value travel categories—luxury, cruise, and groups—which we believe offer higher transaction values, repeat-purchase behavior, and stronger service economics. Media Segment Our Media segment comprises our content creation, audience development, media distribution, and advertising monetization operations. It includes JOURNY.tv (our owned global travel media network, into which we are integrating the GoUSA TV content library and distribution assets acquired from Brand USA in February 2026), our joint venture with KC Global Media for international expansion across India, Southeast Asia, Africa, and Australia/New Zealand, and Travel Magazine, our editorial travel content platform. We expect combined JOURNY.tv and GoUSA TV assets to support media distribution reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected TV, mobile, and digital platforms. Media segment revenue is generated primarily through advertising, sponsorships, branded content, and destination marketing programs. In addition to direct monetization, the Media segment functions as a demand-generation engine for the Travel segment by engaging travel audiences at scale and reducing our reliance on third-party paid-marketing channels. We believe that as our audience grows, advertising rates and inventory utilization will rise, and our ability to convert viewer engagement directly into bookings—particularly through JournyGO and our perpetually licensed Promethean interactive video overlay technology—will increase the effective yield of our Media assets. Integrated Content-to-Commerce Model Our platform is organized around four core elements that, taken together, form the “Watch. Scan. Book. Go.” pathway from discovery to confirmed booking: ● Content and Inspiration —travel programming and editorial storytelling delivered through JOURNY.tv (including integrated GoUSA TV content), the KC Global Media joint venture, and Travel Magazine. ● Discovery and Planning —editorial content, agentic AI-powered personalization, and search tools (including through Travel Magazine Pro™) that translate audience engagement into booking intent. ● Booking and Commerce —direct transaction capabilities through NXT2.0 and affiliated booking platforms, covering leisure, luxury, cruise, group, and business travel. ● Service and Support —concierge and call-center infrastructure supporting higher-value experiences and complex itineraries. Promethean, our perpetually licensed interactive video overlay platform, is the connective tissue of this model: it embeds contextual advertisements and bookable calls-to-action directly within streaming video content, allowing viewers to move from JOURNY.tv into NXT2.0 transactions without leaving the viewing experience. We believe this integration is intended to reduce customer acquisition costs over time by leveraging owned media audiences, while also generating an independent stream of advertising revenue. 33 Key Fiscal 2026 Developments Several transactions and product launches during, and shortly after, the fiscal year ended February 28, 2026 materially expanded the scope of our operations and the basis for the period-over-period comparisons that follow. These developments shape the discussion of results of operations, liquidity, and capital resources in this Item 7 and are summarized below. ● Acquisition of Five Star Alliance (April 2025). We completed the acquisition of FSA Travel, LLC, adding a curated portfolio of over 5,000 luxury hotels and resorts, an industry-leading 4.9-star Trustpilot rating, and approximately 400,000 monthly site visitors, for aggregate consideration of $1.4 million in cash and 443,549 shares of Series O Nonvoting Convertible Preferred Stock. ● Acquisition of TA Pipeline (August 2025). We acquired TA Pipeline LLC, a group travel and MICE platform supporting groups ranging from 50 to 5,000 travelers, for $443,168 in cash and 96,774 restricted shares, plus a contingent earnout. Subsequent to year-end, the former TA Members submitted a put-option exercise notice that we declined to honor; the dispute is in discussion, and the related accounting and contingencies are addressed elsewhere in this Item 7. ● JOURNY.tv Asset Purchase (April 2025). We purchased trademarks, domains, applications, and certain distribution agreements relating to the JOURNY.tv business from Ovation LLC for $300,000 in cash and 20,000 restricted shares, together with a related non-exclusive license. ● KC Global Media Joint Venture (July 2025). We entered into a joint venture with KC Global Media to accelerate JOURNY.tv’s international distribution and advertising monetization across India, Southeast Asia, Africa, and Australia/New Zealand. ● GoUSA TV Asset Purchase (February 2026). We acquired select content, brand, and distribution assets of GoUSA TV from Brand USA for $350,000 in cash and $350,000 of restricted shares, plus a 15% advertising-revenue royalty and a destination-booking royalty over a three-year period (subject to specified minimum quarterly payments). GoUSA TV historically reached an estimated 200+ million viewers globally, and we are integrating its U.S.-focused content into JOURNY.tv. ● Blue Fysh Share Exchange (February 2025). We acquired a 10% interest in Blue Fysh Holdings Inc. in exchange for 483,000 shares of Series N Nonvoting Convertible Preferred Stock, supporting digital out-of-home distribution and advertising sales for our Media properties. ● NextTrip Cruise Launch (March 2025). We launched a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners. ● Travel Magazine Pro™ Launch . We launched Travel Magazine Pro™, our advisor-focused, content-to-commerce platform combining premium editorial, intelligent CRM, and embedded commerce, with dynamic packaging enabled by licensed integrations with Worldia. ● JournyGO and JOURNY iOS App Launch (March 31, 2026 — subsequent to year-end). We launched JournyGO, our next-generation agentic AI-powered consumer engagement and booking ecosystem, together with the JOURNY app on Apple iOS. JournyGO is the commercial activation layer of our content-to-commerce strategy and is reported within the Travel segment. ● Issuance of Contingent Shares . Following Nasdaq’s March 2025 approval of our initial listing application, we issued 4,393,993 Contingent Shares in connection with previously satisfied milestones under the NextTrip Acquisition Share Exchange Agreement; on May 5, 2025, the remaining 1,450,000 Contingent Shares were issued in satisfaction of the fourth and final milestone. 34 Revenue Strategy Our revenue strategy is built on two complementary streams that we expect, over time, to reinforce one another. The Travel segment generates revenue through commissions, markups, and service fees on travel bookings, with our higher-margin direct-contract inventory supplemented by broad third-party API content from suppliers including Expedia, Nuitée, Global Distribution Systems, and Signature Travel Network (via Five Star Alliance). The Media segment generates revenue through advertising, sponsorships, branded content, and destination marketing programs across JOURNY.tv (including integrated GoUSA TV) and Travel Magazine, with revenue per audience member expected to scale as audience size and engagement grow. We expect the deployment of JournyGO and the Promethean overlay technology to further enhance both streams by converting Media viewership into Travel bookings and supporting higher advertising CPMs through demonstrated audience action rates. We are in the early stages of rolling out this two-segment model. While the products introduced to date are functional and have generated nominal revenues, those revenue streams remain small and variable relative to established travel industry leaders. Our ability to capitalize on the platform is constrained by the level of funding available for marketing programs. The timing of planned rollouts is therefore dependent on our ability to raise additional capital, although we believe that most planned programs can be delivered within approximately 180 days of obtaining the necessary funding. Seasonality We experience seasonal fluctuations in demand for our Travel segment products and services. Bookings on our platforms tend to be highest from January to June, moderate from July through September, and lower from October through December. Because revenue for most of our travel products is recognized when the travel takes place rather than when it is booked, recognized travel revenue typically lags bookings by several weeks to several months, with the majority of revenue recognized in the summer months (June, July, and August) and during the winter holidays (November and December). Our Media segment revenues are also subject to seasonal advertising market conditions, with advertising spend typically higher in the second half of the calendar year. The reader should consider these seasonal dynamics when evaluating period-over-period comparisons that follow in this Item 7. Early-Stage Operations, Going Concern, and Use of Capital We are at an early stage of commercial development. We have generated only nominal revenues to date, have limited operating history at our current scale, and have minimal brand awareness in our target markets. Our ability to execute our business plan depends on our ability to expand supplier relationships, attract customers, and secure adequate capital to fund marketing initiatives and continued product development. There can be no assurance that we will be able to do so on terms acceptable to us, or at all. Due to uncertainties regarding our ability to meet our current and future operating and capital requirements, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of filing of this Annual Report on Form 10-K for the fiscal year ended February 28, 2026. The report of our registered independent public accounting firm filed with this Annual Report contains a going concern qualification. We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future as we invest in technology enhancements, supplier relationships, media content, and marketing initiatives. Throughout this Item 7, statements regarding operational achievements, integrated ecosystem capabilities, planned product rollouts, or growth opportunities should be read in light of these conditions. How Management Evaluates the Business We evaluate performance on a segment basis. Additional information regarding our Travel and Media segments, including segment results of operations and the impact of the fiscal 2026 acquisitions and product launches described above, is provided in the “Results of Operations” discussion that follows in this Item 7 and in the segment reporting note to the Consolidated Financial Statements included in Part II, Item 8. 35 Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements. Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. By their nature, changes in these assumptions and estimates could significantly affect our financial position or results of operations. Significant accounting estimates that may materially change in the near future are revenue recognition, impairment of long-lived assets, values of stock compensation awards and stock equivalents granted as offering costs, and allowance for bad debts. Such critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Note 2 – Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Report. However, we do not believe that there are any alternative methods of accounting for our operations that would have a material effect on our financial statements. The critical accounting policies and estimates addressed below reflect our most significant judgements and estimates used in the preparation of our financial statements. Basis of Presentation and Principles of Consolidation The Company’s financial statements and related disclosures are prepared pursuant to the rules and regulations of the SEC for annual financial statements, as applicable. The Financial Statements have been prepared using the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial statements of the Company have been prepared on a consolidated basis with those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The 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. Actual results could differ from those estimates. These differences could have a material effect on our future results of operations and financial position. Significant items subject to estimates and assumptions include the carrying amounts of intangible assets, depreciation and amortization. Information about key assumptions and estimation uncertainty that has a significant risk of resulting in a material adjustment to the carrying amounts of our assets and liabilities within the next financial year is referenced in the notes to the financial statements as follows: ● The assessment of our ability to continue as a going concern; ● The measurement and useful life of intangible assets and property and equipment; and ● Recoverability of long-lived assets Receivables Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for credit losses is the Company’s best estimate of the amount of probable losses in its existing accounts receivable. The Company considers trade accounts receivable to be fully collectible; accordingly, no allowance for credit losses is required. If amounts become uncollectible, they will be charged to operations when that determination is made. Trade accounts receivable balances as of February 28, 2026 and February 28, 2025, were $119,168 and $22,567, respectively. Intangible Assets The Company measures separately acquired intangible assets at cost less accumulated amortization and impairment losses. The Company recognizes internally developed intangible assets when it has determined that the completion of such is technically feasible, and it has sufficient resources to complete the development. Subsequent expenditures are capitalized when they increase the future economic benefits of the associated asset. All other expenditures are recorded in profit or loss as incurred. 36 The Company assesses whether the life of intangible assets is finite or indefinite. The Company reviews the amortization method and period of use of its intangible assets at least annually. This process requires management to make assumptions and estimates which involve significant judgment. Changes in assumptions could materially affect whether an impairment is recognized and the amount of any impairment charge. Changes in the expected useful life or period of consumption of future economic benefits associated with the asset are accounted for prospectively by changing the amortization method or period as a change in accounting estimates in profit or loss. The Company has assessed the useful life of its trademarks as indefinite. The estimated useful lives for the Company’s finite life intangible assets are as follows: Category Method Estimated useful life Software Straight line 3 years Software licenses Straight line 0.5 - 4 years Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product. Investments in Equity Method Investees The Company holds investments in certain entities that are accounted for under the equity method of accounting, as well as investments that are accounted for under the fair value method pursuant to ASC 321, “Investments - Equity Securities.” Under the equity method, investments in entities in which the Company has significant influence, but not control, are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the investees’ earnings or losses and other comprehensive income. The Company determines the existence of significant influence based on various factors, including representation on the investees’ board of directors, participation in policy-making processes, and material intercompany transactions. The Company’s equity method investments are evaluated periodically for impairment by assessing whether events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. When such indicators exist, the Company performs an impairment test and recognizes an impairment loss to the extent that the carrying amount of the investment exceeds its fair value. Distributions received from equity method investees that exceed cumulative earnings recognized by the Company are considered a return of investment and are recorded as a reduction in the carrying amount of the investment. Adjustments resulting from changes in the Company’s ownership interest in equity method investees that do not result in a loss of significant influence are accounted for prospectively. Basis Difference In accordance with ASC 323, “Investments - Equity Method and Joint Ventures,” the Company records a basis difference when the carrying value of its equity method investment differs from its share of the investee’s fair value of net assets at the acquisition date. This basis difference is allocated to the investee’s identifiable assets and liabilities based on their fair values. The amortization of any basis difference related to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s share of the investee’s earnings or losses. Any basis difference related to non-depreciable assets, including goodwill, is generally not amortized, but is subject to impairment testing as necessary. The Company assesses the impact of any basis differences on its earnings and the carrying value of its equity method investments. If a basis difference is determined to exist, the appropriate adjustments are made to reflect the amortization of such differences in the consolidated financial statements. 37 Investments in Equity Securities without Readily Determinable Fair Value In accordance with ASC 321-10-35-2, the Company holds certain investments in equity securities in which the Company does not have significant influence or control, and for which fair value is not readily determinable. These investments are primarily accounted for at cost, less any impairment. The carrying amount is periodically evaluated for impairment, and if necessary, an impairment loss is recognized in the statement of operations. These investments are not adjusted for unrealized gains or losses unless an impairment is identified. For investments in non-public entities where fair value is not determinable, the Company does not adjust the carrying value for changes in fair value, except for impairment losses. The fair value of these investments is disclosed when it is practicable to determine. Equity in Earnings of Equity Method Investees The Company’s share of earnings or losses from equity method investees is recognized in the consolidated statement of operations within “Equity in earnings of equity method investees,” net of any related income taxes. Fair Value Measurements The fair value of equity method investments is disclosed when available and practical to determine. However, for investments that are not readily marketable, such as non-public entities, fair value is not typically recognized in the financial statements unless the investment is impaired. For most items such as cash, receivables, and payables, fair value is straightforward because of their short-term nature. However, two obligations we assumed in connection with our acquisition of TA Pipeline LLC involve more judgment and could have a meaningful effect on our results. ● Put Option – The restricted shares issued in the acquisition give the sellers the right, under certain conditions, to require us to either repurchase the shares, issue additional shares, or make a cash payment if our stock trades below a set price. We record this obligation as a liability, and its value changes with movements in our stock price and related assumptions. ● TA Milestone Payment – We also agreed to make an additional payment to the sellers based on TA Pipeline revenue during the first year after closing. This payment, which will be made in both cash and stock, is also recorded as a liability and depends on our projections for TA Pipeline’s performance. Because the fair value of these obligations depends on factors outside of our control, such as our stock price and TA Pipeline’s revenues, the amounts we record may change from period to period. For example, a change in our assumed stock price volatility could change the value of the Put Option liability, while a similar change in projected revenues could affect the Milestone Payment liability. Impairment of Intangible Assets In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important, which could trigger an impairment review include the following: 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. 38 Revenue Recognition The Company recognizes revenue in accordance with ASC 606 “Revenue from Contracts with Customers,” which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation, and recognizing revenue when the performance obligation is satisfied. The Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company is recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). The Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. The Company controls the specified travel product before it is transferred to the customer and is therefore a principal, including but not limited to, the following: ● The Company is primarily responsible for fulfilling the promise to provide such travel product. ● The Company has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to a customer. ● The Company has discretion in establishing the price for the specified travel product. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). From time to time, payments are made to suppliers in advance of customer bookings as required by hotels. These payments are recognized as costs of goods at the earlier of the date of travel or the last date of cancellation. Stock-Based Compensation We measure the compensation costs of stock-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Stock-based compensation arrangements may include stock options, grants of shares of common stock with and without restrictions, performance-based awards, share appreciation rights and employee share purchase plans. Stock-based compensation is measured on the date of grant at its fair value. Equity instruments issued to non-employees are recorded on the basis of the grant date fair value of the instruments. In general, the measurement date is either (a) when a performance commitment, as defined, is reached or (b) the earlier of the date that (i) the non-employee performance requirement is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant. The grant date fair value of stock-based compensation and other equity instruments is calculated using the Black Scholes valuation model, and requires estimates of several inputs to the model, including risk-free interest rates, dividends, and expected volatility of our stock price. These assumptions are based on historical data and market conditions but involve judgment about future trends. Because changes in these assumptions can significantly affect the estimated fair value, our stock-based compensation expense could vary materially from period to period. For instance, higher assumed volatility or longer expected option lives generally increase the fair value of options, leading to higher compensation expense. Segments Segment reporting is considered a critical accounting policy because it requires management to exercise judgment in identifying operating segments, determining how those segments are aggregated into reportable segments, and determining the information reviewed by our Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance. Our determination of reportable segments is based on multiple factors, including the nature of the products and services offered, the types of customers served, the economic characteristics of each business, and the manner in which financial information is reviewed by our CODM. Our CODM is our Chief Executive Officer. 39 In response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. This change was driven primarily by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv, which expanded our media operations. As a result of these changes, we updated our internal reporting structure and, beginning in the third quarter of fiscal year 2026, we report our financial performance based on two reportable segments: Travel and Media. Our Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY.tv, a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”) and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine, an online travel magazine that provides articles, tips, guides, and inspiration for travelers. We leverage our media brands as strategic tools to generate travel bookings by integrating content, marketing, and booking technology, as well as generating advertising revenues from third-party content. Our primary measure of segment performance is Operating Income (Loss). Operating Income (Loss) for the Travel and Media segments includes direct expenses attributable to each segment, as well as allocations of certain expenses, primarily salaries and benefits, third-party contractors, sales and marketing, and technology costs. These allocations are based primarily on transaction volumes and other usage-based metrics. Shared corporate expenses, including accounting, human resources, certain information technology costs, legal, audit, investor relations, directors’ compensation, stock-based compensation expense, amortization of intangible assets, and corporate development costs, are not allocated to the reportable segments and are included within Corporate. Because the Travel and Media segments were newly formed during fiscal year 2026, the financial reporting framework supporting segment reporting continues to evolve. While the CODM currently uses Operating Income (Loss) in the monthly financial review process to assess segment performance, he is continuing to review and refine the nature, level of detail, and frequency of the financial information provided in order to determine how it will ultimately be used in decision-making, including resource allocation, budgeting, forecasting, and performance evaluation. As the segments mature, the metrics reviewed by the CODM, the cost allocation methodologies applied, and the presentation of segment information may change to better reflect how the business is managed. The CODM does not regularly review asset information by segment, and as a result, depreciation and amortization are excluded from the segment performance measure. Accordingly, we do not report segment assets, as such information would not be meaningful. The change in reportable segments did not result from a change in accounting principle, but rather reflects a change in internal reporting and management approach following fiscal year 2026 acquisitions and expanded business activities. Segment information for prior periods has been recast to conform to the current presentation to provide consistency and comparability across periods. Any future refinements to segment reporting will reflect changes in management’s internal reporting and decision-making processes rather than changes in accounting principles. When applicable, we will disclose such changes and recast prior-period segment information as necessary to maintain comparability. Results of Operations Year Ended February 28, 2026 Compared to the Year Ended February 28, 2025 Twelve Months Ended February 28 Revenue by segment 2026 2025 % Change Media $ 94,723 $ - - Travel 3,620,805 501,423 622 % Total Revenue $ 3,715,528 $ 501,423 641 % Revenue for the twelve months ended February 28, 2026 was $3,715,528, as compared to $501,423 for the same period in 2025, an increase of $3,214,105, or 641%. The increase was primarily due to group travel-related revenues, a payment from Signature Travel Network as a result FSA’s membership in the Signature consortia, and commission income generated in connection with the Five Star Alliance luxury travel bookings. In addition, our Media segment generated $94,723, primarily from direct advertising sales and programmatic revenues. 40 Our cost of revenue for the twelve months ended February 28, 2026 was $3,063,042, as compared to $498,121 for the same period in 2025, an increase of $2,564,921, or 515%. The increase was primarily attributable to the increase in sales from fiscal year 2026 as compared to fiscal year 2025. Our gross margin for the twelve months ended February 28, 2026 was 18%, as compared to 1% for the same period in 2025. The improvement in gross margin is primarily attributable to revenue from FSA travel bookings, group travel bookings which have higher margins than NextTrip travel bookings, and direct advertising sales. Our total operating expenses for the twelve months ended February 28, 2026 were $17,017,660, as compared to $7,416,731 for the same period in 2025, an increase of $9,600,929, or 129%. The increase was primarily attributable to stock options granted to former directors and an increase in professional services expenses, as further discussed below. Non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common shares issued to third parties for services, depreciation and amortization, and asset impairment charges totaled $8,891,821, or 52% of our operating expenses for the twelve months ended February 28, 2026, and $1,142,204, or 15% of our operating expenses for the same period in 2025. Salary and benefits costs were $2,804,118 for the twelve months ended February 28, 2026, as compared to $2,630,663 for the same period in 2025, an increase of $173,455, or 7%. The increase was comprised of: (a) an increase in salaries of $156,907 due to the addition of five new employees; (b) an increase in taxes and benefits of $64,003; (c) an increase due to the revaluation of the SAR liability of $15,770; and (d) an increase in commission of $4,351; partially offset by a decrease in bonus expense of $33,810, and a decrease in severance expense of $33,766. Stock-based compensation was $193,125 for the twelve months ended February 28, 2026, as compared to $67,874 for the same period in 2025. This increase of $125,251, or 185%, was due to an increase in stock options expense of $97,211, and an increase in stock grants to employees of $28,040 We incurred general and administrative costs of $202,774 during the twelve months ended February 28, 2026, as compared to $95,341 in the same period in 2025, an increase of $107,433, or 113%. The increase was primarily the result of (a) $58,958 in travel expenses incurred for conferences; (b) an increase of $36,594 for various compliance fees and minimum payments, and penalties for California state tax filings; (c) an increase in office equipment and postage of $4,648; (d) an increase in telephone expense of $7,009; and (e) an increase of $15,047 in bad debt expense related to uncollectable accounts receivable; partially offset by a decrease in rent and utilities expenses of $9,959 and a decrease in payroll service fee of $4,864 as a result of changing payroll service providers. We incurred marketing costs of $486,739 during the twelve months ended February 28, 2026, as compared to $307,166 during the same period in 2025. The increase of $179,573, or 58%, was for (a) an increase in a consulting contract for marketing services of $30,204; (b) increased Travel Magazine expenses of $78,776 aimed at driving traffic and generating business across all of our brands; (c) an increase in media consulting expenses of $103,532 due to the engagement of a social media influencer agency; (d) an increase in contract labor $45,363 due to the completion of project based initiatives; and (e) an increase in conference entrance fees of $2,704. Partially offsetting the increase was a decrease of $69,620 in fees previously incurred from a former media advertising firm, and a decrease in advertising and promotional services of $11,386. Professional service fees incurred in the twelve months ended February 28, 2026 were $7,512,409, as compared to $2,228,481 incurred during the same period in 2025, an increase of $5,283,928, or 237%. This increase was a result of: (a) an increase in investor relations expenses of $2,077,563 due to renewal of existing contracts and the addition of eight new investor relations firms, primarily non-cash; (b) an increase in consulting fees of $2,848,387 due to contracts for services related to business development, primarily non-cash; (c) an increase in contract labor of $138,341 related to JOURNY.tv and other operations; (d) an increase in accounting expenses of $210,666 due to costs associated with technical accounting services related to the FSA, JOURNY.tv, TA Pipeline, and GoUSA acquisitions, as well as a required two-year audit and first quarter financial statement review for FSA; and (e) an increase in legal fees of $183,760 due to services related to various regulatory filings and acquisitions, partially offset by a decrease in lending fees of $174,789 related to bridge loan financings. Of the total professional service fees of $7,512,409 for the twelve months ended February 28, 2026, $4,705,977, or 63%, was incurred as non-cash expenses. We incurred technology costs of $1,047,960 during the twelve months ended February 28, 2026, as compared to $843,296 during the same period in 2025. The increase of $204,664, or 24%, was primarily attributable to: (a) an increase in expenses in connection with JOURNY.tv of $44,987 for content licensing; (b) an increase in dues and subscriptions of $92,295 due to the implementation of our new CRM and business management platform together with incremental seat licenses for newly onboarded employees; (c) an increase in information technology and computer expenses of $40,670, primarily due to onboarding additional employees, use of outsourced IT services, and managing software subscriptions; (d) an increase in software and website expenses of $4,007 for hotel connections into the NextTrip database; and (e) an increase of $22,705 in cloud database expenses primarily related to updating legacy code to optimize compatibility with our hosting infrastructure. 41 Organizational costs for the twelve months ended February 28, 2026, were $2,580,829, as compared to $213,613 for the same period in 2025, an increase of $2,367,216, or 1,108%. The increase is primarily attributable to fully vested stock options granted to former directors and compensation for one additional board member. Of the total organization costs of $2,580,829 for the twelve months ended February 28, 2026, $2,356,769, or 91%, were incurred as non-cash expenses and primarily relate to stock options granted to former directors of the Company. Depreciation and amortization expense for the twelve months ended February 28, 2026 was $1,097,804, as compared to $713,236 for the same period in 2025, an increase of $384,568, or 54%. The increase was primarily due to commencing amortization upon the product launch of our FAST network, JOURNY.tv, and the FSA and TA Pipeline tradename, software, and agreements. In addition, we recorded an asset impairment charge of $463,860 related to intangible assets with no future benefit to the Company. Other operating expenses were $312,547 for the twelve months ended February 28, 2026, as compared to $317,061 for the same period in 2025. The $4,514 decrease, or 1%, was primarily due to the reduced cost of D&O and other insurance costs of $57,822 and a decrease in regulatory fees of $6,945; partially offset by a net increase in merchant processing and bank fees of $60,254 due to the addition of TA Pipeline. Provision for credit loss totaled $315,495, reflecting a reserve established against a related-party receivable relating to its going-concern uncertainty and the resulting risk of collectability. During the twelve months ended February 28, 2026, we realized net other income of $464,547, as compared to net other expense of $2,707,609 in the same period in 2025. The increase in net other income of $3,172,156 was primarily due to (a) a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. promissory note receivable increase of $1,273,245, (b) a decrease of $1,000,000 in the recorded loss on the related party receivable in 2025 that did not occur in 2026; (c) a decrease in the loss on extinguishment of debt of $1,038,979, (d) a $384,067 gain from the negotiated settlement of an accounts payable balance at a reduced amount; and (e) a $74,007 net adjustment primarily resulting from the reconciliation of deferred revenue assumed in a prior acquisition; (f) a gain on the revaluation of the TA Pipeline derivative liability of $50,000, (g) an increase in interest income of $18,477; and (h) a decrease in the disposal of assets of $90; partially offset by (a) interest expense of $344,102 primarily in connection with the amortization of the debt discount associated with bridge loans; (b) an increase in interest expense associated with notes payable and other expenses of $173,647; and (c) a write off of a $130,000 deposit in connection with an S-1 withdrawal from the previous year; and (d) a $483 loss on foreign currency transactions. Preferred dividends for the twelve months ended February 28, 2026 were $335,662, as compared to $78,600, for the same period in 2025, an increase of $257,062, or 327%. The increase was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in December 2025 and February of 2026. Twelve Months Ended February 28 Operating loss by segment 2026 2025 % Change Media $ (1,434,002 ) $ - - Travel (1,355,266 ) (1,991,751 ) (32 )% Total segment operating loss (2,789,268 ) (1,991,751 ) 40 % Corporate (13,575,906 ) (5,421,678 ) 150 % Total Operating loss $ (16,365,174 ) $ (7,413,429 ) 121 % In the twelve months ended February 28, 2026, our operating loss totaled $16,365,174, as compared to an operating loss of $7,413,429 for the same period in 2025, an increase of $8,951,745, or 121%. The increase in corporate expenses of $8,154,227 is primarily due to an increase in non-cash expenses of $7,749,616 for (a) investor relations and consulting agreements of $4,401,507, (b) stock-based compensation and SAR expenses for employees and former board members of $2,499,681, (c) an increase in Depreciation & Amortization expense primarily from intangible assets acquired in business acquisitions of $384,568, and (d) an asset impairment charge of $463,860. The increase of $1,434,002 is due to the start-up of the Media segment and is primarily made up of contracted services to launch our FAST channel. The decrease in operating loss for the Travel segment of $636,485 is due to the increased revenues from our various acquisitions. The net loss on the share of net earnings from the equity method investment totaled $11,307 as compared to $7,390, an increase of $3,917. The increase was due to losses incurred in FSA from March 1, 2025 through April 9, 2025 when the full acquisition was finalized. Our net loss applicable to common stockholders for the twelve months ended February 28, 2026, was $16,247,596, as compared to $10,198,684 for the same period in 2025, an increase of $6,048,912, or 59%. The increase was primarily attributable to an increase in operating loss of $8,951,745 and an increase in preferred dividends of $257,062, a loss on the 49% share of net earnings for the equity method investee of $3,917, and a decrease in income from discontinued operation of $8,344, partially offset by an increase in other income of $3,172,156. 42 Liquidity and Capital Resources Overview We have historically funded our operations through private placements of our securities, short-term promissory notes, and advances from related parties. Given the limited revenue generated since inception, our principal sources of liquidity continue to be cash on hand and external financing rather than cash generated from operations. Our principal short-term uses of cash are operating expenditures, including personnel, technology development, sales and marketing, professional fees, and integration costs related to our recent acquisitions. Principal longer-term uses of cash include scheduled debt service, payment of accrued interest, and additional investment in our travel and technology platforms. As of February 28, 2026, we had cash of $1,696,090 and a working capital deficit of $761,004, as compared to cash of $1,062,367 and a working capital deficit of $105,577 as of February 28, 2025. The increase in our working capital deficit was primarily attributable to growth in accrued interest, accrued professional fees, and current maturities of short-term promissory notes, partially offset by the increase in cash from financing activities. As of February 28, 2026, the outstanding principal balance under our related-party revolving line of credit totaled $3,000,000, which represents the maximum amount available under that facility (see Sources of Liquidity — MIP Line of Credit below). Going Concern — Substantial Doubt and Management’s Plans Conditions giving rise to substantial doubt. In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements — Going Concern, management evaluated whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. As of February 28, 2026, we have incurred recurring net losses, have negative cash flows from operations, have an accumulated deficit, have a working capital deficit, and have generated limited revenue since inception. For the fiscal year ended February 28, 2026, we incurred a net loss of $15,911,934 (before preferred dividends) and used $4,561,463 of cash in operating activities. Based on our current operating plan, we estimate that we will require a minimum of approximately $5.5 million of cash to fund operations for the twelve months following the issuance date of these financial statements, which exceeds our cash balance of $1,696,090 as of February 28, 2026. These conditions and events, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date that these financial statements are issued. Management’s plans. To address the conditions described above, management’s plans include the following: (i) continuing to raise capital through private placements of equity and equity-linked securities, including our offerings of common stock, Series A Convertible Preferred Stock, and the May 2026 Series B Convertible Preferred Stock offering (and including other subsequent-event issuances that have generated aggregate gross proceeds of approximately $1,215,100 through the date of this Annual Report); (ii) drawing on related-party financing arrangements as available (under which $400,000 of principal remained outstanding as of the date of this Annual Report, after giving effect to a $110,000 principal repayment on May 12, 2026, with respect to the short-term promissory note issued to The Donald P. Monaco Insurance Trust on March 25, 2026, as amended) and seeking new debt financing on commercially reasonable terms; (iii) integrating recently acquired businesses (TA Pipeline LLC, FSA, JOURNY.tv, and GoUSA) to accelerate revenue generation and expand our distribution channels; (iv) managing discretionary operating expenditures, including selectively deferring non-essential technology and marketing spend; and (v) pursuing strategic partnerships intended to monetize our travel and content assets. Management is in active discussions with prospective investors and lenders, but no commitments have been received as of the issuance date of these financial statements. Management’s conclusion. Although management believes that its plans, if successfully executed, would provide sufficient liquidity to fund operations for the next twelve months, these plans are not entirely within the Company’s control. The ability to consummate additional financings on acceptable terms, generate sufficient revenue from acquired businesses, and otherwise execute on management’s plans cannot be considered probable as of the issuance date of these financial statements. Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 43 Sources of Liquidity Our principal sources of liquidity during the year ended February 28, 2026 consisted of: (i) net proceeds from private placements of common stock, preferred stock, and warrants; (ii) advances under our $3,000,000 revolving line of credit with a related party; and (iii) issuances of short-term promissory notes (including original-issue-discount notes). During the year, we received aggregate gross proceeds of $5,861,800 from private placements of equity and equity-linked securities and $1,031,000 from the sale of short-term promissory notes. We do not currently have any committed external sources of capital, other than the MIP Line of Credit, which is fully drawn. The following table summarizes our material financing transactions during fiscal 2026. Date Counterparty / Investor Instrument Gross Proceeds Key Terms Apr 1, 2025 Alumni Capital LP Short-term note + warrants (80,000 shares) $ 300,000 Principal $360,000; OID $60,000; 10% interest; matured Jul 1, 2025 — repaid in full May 6, 2025 Monaco Investment Partners II, LP (related party) Revolving line of credit $ 3,000,000 (max) 12% simple interest; monthly interest; matures May 31, 2027; fully drawn at Feb 28, 2026 Jun 24, 2025 Jimmy Byrd, a director of the Company Common stock (86,092 shares @ $3.02) $ 260,000 Restricted common stock; related-party transaction Jul 10, 2025 KC Global Media Asia, LLC (Andy Kaplan, a director of the Company, is chairman) Common stock (75,000 shares @ $3.02) $ 226,500 Restricted common stock; related-party transaction Aug 20, 2025 Alumni Capital LP Short-term note + warrants (80,000 shares) $ 300,000 Principal $360,000; OID $60,000; 10% interest; matured Nov 20, 2025; repaid Dec 19, 2025 with $10,000 extension fee Sep 10, 2025 A. Kaplan & J. Byrd (directors) Series Q Preferred (81,250 shares @ $3.20) $ 260,000 Nonvoting; converted into common stock following stockholder approval at the November 19, 2025 Annual Meeting; no shares outstanding at Feb 28, 2026 Sep 26, 2025 1800 Diagonal Lending LLC Short-term promissory note $ 232,000 Principal $269,000; OID $37,000; 13% one-time interest charge; five installments beginning Mar 30, 2026; conversion only on default Oct 8, 2025 Caesar Capital Group LLC Common stock (62,500 shares @ $3.20) $ 200,000 Restricted common stock Oct 17, 2025 K. Kennedy and A. Sanders Short-term notes ($18,000 each) $ 30,000 OID $3,000 each; mature May 17, 2026 Oct 24, 2025 1800 Diagonal Lending LLC Short-term promissory note $ 169,000 Principal $196,000; OID $27,000; 13% one-time interest charge; ten installments through Aug 31, 2026; conversion only on default Oct 28, 2025 AOS Holdings Common stock (70,000 shares @ $3.00) $ 210,000 Restricted common stock Nov 4, 2025 KC Global Media Asia, LLC (Andy Kaplan, a director of the Company, is chairman) Common stock (33,400 shares @ $3.00) $ 100,200 Related-party transaction; broken out from the November 2025 private placement aggregate Nov 2025 Several unaffiliated private investors (aggregated) Common stock (435,034 shares @ $3.00) $ 1,305,100 Several securities purchase agreements with unaffiliated investors; in the aggregate, the November 2025 private placement issued 468,434 shares for $1,405,300 Dec 19, 2025 Two unaffiliated private investors Series A Convertible Preferred (100,000 shares @ $3.00) + warrants (50,000 shares @ $3.00) $ 300,000 Automatic 1:1 conversion into common stock upon Stockholder Approval; no voting rights; no redemption rights; not related parties Dec 23, 2025 Armistice Capital Master Fund Ltd. Common stock (1,000,000 shares) + warrants (1,000,000 shares) $ 3,000,000 (gross) Private placement; gross of placement agent fees and offering expenses; not a related party 44 Amounts shown reflect gross proceeds received by the Company which were reduced by original issue discounts, placement agent fees, and other offering expenses, as applicable. The June 24, 2025 transaction with Jimmy Byrd and the July 10, 2025 and November 4, 2025 transactions with KC Global Media Asia, LLC are related-party transactions: Mr. Byrd is a director, and Andy Kaplan, also a director, is the co-trustee of the Kaplan-Wright Family Trust, which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KC Global Media Asia, LLC; Mr. Kaplan also serves as chairman of KC Global Media Asia, LLC. These transactions were entered into on substantially the same terms as the contemporaneous transactions with unaffiliated investors. MIP Line of Credit (related party) On May 6, 2025, we entered into a Line of Credit Agreement (the “MIP Line of Credit” ) with Monaco Investment Partners II, LP ( “MIP” ), which is controlled by Donald P. Monaco, the Chairman of our Board of Directors. Mr. Monaco serves as Managing General Partner of MIP and, in that capacity, controls MIP. The MIP Line of Credit provides a $3,000,000 revolving credit facility. Advances may be requested from time to time through May 31, 2027 (the maturity date) and bear simple interest at 12% per annum, calculated from the date of each advance. Accrued interest is payable monthly, no later than the 10th day of the following month, and all outstanding principal and accrued interest are due in full on the maturity date. The MIP Line of Credit may be prepaid in whole or in part without penalty. The facility is unsecured, contains no financial maintenance covenants, and does not include conversion features. The initial advance of $1,045,000 was used to repay (i) a $400,000 cash advance previously made by the Trust (the “Trust” ) and (ii) $645,000 of outstanding indebtedness under the Trust Notes. Subsequent advances through February 28, 2026 totaled $1,955,000, bringing total advances to $3,000,000 — the maximum amount available under the facility. Because the MIP Line of Credit is fully drawn as of February 28, 2026, it is not available as a source of additional liquidity for the twelve months following the issuance date of these financial statements, absent an amendment. December 2025 Armistice Capital Private Placement On December 23, 2025, we entered into a Securities Purchase Agreement with Armistice Capital Master Fund Ltd. providing for the issuance and sale, in a private placement, of 1,000,000 shares of our common stock and warrants to purchase up to 1,000,000 additional shares of common stock (the “Warrants” ). The transaction resulted in gross proceeds of $3,000,000 (before deduction of placement agent fees and other offering expenses). The Warrants are exercisable on a cash basis at the exercise price set forth in the related warrant agreement. Proceeds were used for general working capital purposes, including funding operations, acquisition integration costs, and scheduled debt service. Armistice Capital Master Fund Ltd. is not a related party. November 2025 Private Placement In November 2025, we entered into a series of securities purchase agreements pursuant to which we issued and sold an aggregate of 468,434 shares of common stock at $3.00 per share, for aggregate gross proceeds of $1,405,300. Included within the November 2025 placement, on November 4, 2025, KC Global Media Asia, LLC (“KCGM”) purchased 33,400 shares of common stock at $3.00 per share, together with a three-year warrant to purchase up to 16,000 shares of common stock at an exercise price of $4.54 per share, for total gross proceeds of $100,200. Andy Kaplan, a director of the Company, is the co-trustee of the Kaplan-Wright Family Trust (the “Kaplan-Wright Trust”), which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM, and Mr. Kaplan also serves as chairman of KCGM; accordingly, this transaction is a related-party transaction. The Kaplan subscription was on substantially the same economic terms as the contemporaneous subscriptions by unaffiliated investors. The balance of the November 2025 placement consisted of 435,034 shares of common stock sold to several unaffiliated investors for aggregate gross proceeds of $1,305,100. Additional information regarding related-party participation in our private placements is included under Item 13, Certain Relationships and Related Transactions, and Director Independence, and in Note 17, “Related Party Transactions,” to the financial statements included elsewhere in this Annual Report. 45 July 2025 KCGM Common Stock Issuance and December 2025 Exchange for Pre-Funded Warrant (related party) As described above, on July 10, 2025, KC Global Media Asia, LLC (“KCGM”) purchased 75,000 shares of our common stock at $3.02 per share for gross proceeds of $226,500. On December 23, 2025, those 75,000 shares were exchanged for a pre-funded warrant to purchase 75,000 shares of common stock, the exercisability of which is subject to shareholder approval. In consideration of KCGM’s agreement to exchange its shares for a pre-funded warrant, on February 10, 2026, the Company issued KCGM an additional warrant to purchase 20,000 shares of common stock at an exercise price of $3.00 per share, with a three-year term from the initial exercise date. Andy Kaplan, a director of the Company, is the co-trustee of the Kaplan-Wright Family Trust (the “Kaplan-Wright Trust”), which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM, and Mr. Kaplan also serves as chairman of KCGM; accordingly, this transaction is a related-party transaction. The exchange transaction and the issuance of the additional warrant were approved by the Audit Committee of the Board and the full Board, including the independent members thereof. Chief Executive Officer Compensation Deferral (related party) William Kerby, our Chief Executive Officer, has agreed at his election to defer $100,000 of his annual salary, together with payments related to personal financial guarantees and his car allowance. As of February 28, 2026, the aggregate compensation deferred by Mr. Kerby totaled $270,333. The deferred amounts accrue interest at a rate of 7.5% per annum. The Company’s ability to retain these deferred amounts as a source of working capital is contingent on Mr. Kerby’s continued election to defer payment. Series A Convertible Preferred and Series Q Preferred Offerings On December 19, 2025, we issued 100,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred” ) at $3.00 per share, together with warrants to purchase up to 50,000 shares of common stock at an exercise price of $3.00 per share, for gross proceeds of $300,000. The Series A Preferred was authorized by a Certificate of Designation filed with the Nevada Secretary of State on February 6, 2026 designating up to 1,000,000 shares of Series A Preferred. Each share of Series A Preferred (i) has a par value of $0.001 and ranks pari passu with our common stock with respect to liquidation; (ii) is entitled to dividends on an as-converted basis equivalent to dividends paid on the common stock; (iii) has no voting rights, except that the affirmative vote of holders of a majority of the outstanding Series A Preferred is required to adversely alter the powers, preferences or rights of the Series A Preferred; (iv) is not subject to any redemption rights; and (v) will automatically convert into shares of common stock on a one-for-one basis (subject to adjustment for stock splits and similar events) at 5:00 p.m. Eastern time on the third business day after the Company obtains the requisite stockholder approval contemplated by Nasdaq Listing Rule 5635 (the “Stockholder Approval” ). Conversion of the Series A Preferred is subject to a 4.99% beneficial ownership limitation (electable by a holder up to 9.99% subject to advance notice). On September 10, 2025, we issued an aggregate of 81,250 shares of newly designated Series Q Nonvoting Convertible Preferred Stock (the “Series Q Preferred” ) at $3.20 per share, of which 31,250 shares were issued to the Kaplan-Wright Family Trust (of which Andy Kaplan, a director of the Company, serves as co-trustee) for $100,000 and 50,000 shares were issued to Jimmy Byrd, a director of the Company, for $160,000. On November 19, 2025, at our 2025 Annual Meeting of Stockholders, our stockholders approved the conversion of the Series Q Preferred into shares of common stock in accordance with the terms of the related Certificate of Designation. Following such approval, all 81,250 outstanding shares of Series Q Preferred were converted into shares of common stock on the terms set forth in the Certificate of Designation, and no shares of Series Q Preferred remain outstanding as of February 28, 2026. Future conversion of the Series A Preferred, if and when effected following the Stockholder Approval described above, would be dilutive to existing holders of our common stock. 1800 Diagonal Lending Notes On September 26, 2025 and October 24, 2025, we issued short-term promissory notes to 1800 Diagonal Lending LLC in the principal amounts of $269,000 and $196,000, respectively, with original issue discounts of $37,000 and $27,000 and one-time interest charges of 13% applied to principal on the issuance dates. The September note is payable in five installments, with the first installment of $151,986 due on March 30, 2026 and four equal subsequent installments of $37,996 due on the 30th of each of the next four months. The October note is payable in ten equal installments of $22,148, with the final installment due on August 31, 2026. Each note may be prepaid at any time without penalty. Upon an event of default by the Company, any unpaid principal and interest under each note may be converted into shares of our common stock at the election of 1800 Diagonal Lending LLC. We do not believe an event of default is probable; however, conversion upon a future default could be dilutive to existing stockholders. 46 Material Cash Requirements Our material cash requirements as of February 28, 2026 consist principally of short-term promissory notes, accrued interest, and the outstanding balance on the MIP Line of Credit. Short-term promissory notes outstanding at February 28, 2026 had an aggregate repayment amount due of approximately $473,000 and a net carrying value, net of unamortized discount, of $386,072, with maturities ranging from March 30, 2026 through August 31, 2026, including the September 26, 2025 and October 24, 2025 1800 Diagonal Lending notes (which amortize in installments) and the October 17, 2025 notes issued to Kerry Kennedy and Allen Sanders (maturing May 17, 2026). The MIP Line of Credit has an outstanding principal balance of $3,000,000, with all principal and accrued interest due at the May 31, 2027 maturity date. Interest accrues at 12% per annum and is payable monthly. Subsequent to year-end, on March 24, 2026, we issued an additional short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $180,550, payable in five installments between September 2026 and January 2027 (see Subsequent Events below). We have ongoing operating cash requirements for personnel, technology development, marketing, professional fees, and acquisition integration. Based on our current operating plan, we estimate that cash required to fund operations for the twelve months following February 28, 2026 will be approximately $5.5 million, which exceeds our cash balance at year-end. We do not have any material commitments for capital expenditures, and we do not have any material purchase obligations, take-or-pay contracts, or unconditional purchase obligations outside the ordinary course of business. We have no off-balance sheet arrangements (within the meaning of Item 303(b)(1)(ii) of Regulation S-K) that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. Cash Flow Analysis Year ended February 28 (in $) 2026 2025 Change ($) Change (%) Net cash used in operating activities (4,561,463 ) (5,080,154 ) 518,691 11 % Net cash used in investing activities (2,721,968 ) (1,033,751 ) (1,688,217 ) (163 )% Net cash provided by financing activities 7,917,154 6,852,467 1,064,687 16 % Net increase in cash 633,723 738,562 (104,839 ) (14 )% Net Cash Used in Operating Activities Net cash used in operating activities from continuing operations totaled $4,561,463 during the year ended February 28, 2026, compared to $5,080,154 during the same period in 2025, an increase of $518,691, or 11%. The operating cash outflow during fiscal 2026 was driven by a net loss of $15,911,934 (before payment of preferred dividends), partially offset by non-cash charges of $9,746,594 and changes in working capital of $1,603,877. Non-cash charges included: stock-based compensation issued to former directors of $2,356,769; employee stock-based compensation of $193,125; depreciation and amortization of $1,097,804; amortization of non-cash professional services expense of $4,760,992; amortization of debt discount of $687,037; write-off of capitalized technology costs of $463,860 related to an abandoned software implementation; a write-off of prepaid offering costs of $130,100; loss on share of net income of equity method investee of $11,307; and loss on extinguishment of debt of $95,600, partially offset by a gain on derivative liability of $50,000. Changes in working capital reflected an increase in deferred revenue of $1,558,220 related to the TA Pipeline acquisition, the licensing and royalty payment obligations in connection with the JOURNY.tv and GoUSA acquisitions with the current portion of $136,582 and $305,090 for the long term portion; an increase in liabilities for the SBA loan assumed in connection with the FSA acquisition of $98,179, and a decrease in prepaid expense of $44,549, partially offset by an increase in accounts receivable of $96,601, a decrease in accounts payable and accrued expenses of $432,142, and an increase in security deposits of $10,000. The year-over-year increase in operating cash used was modest, despite a meaningful increase in our net loss, reflecting a higher proportion of non-cash charges in fiscal 2026 relative to fiscal 2025. Net Cash Used in Investing Activities Net cash used in investing activities was $2,721,968 during the year ended February 28, 2026, compared to $1,033,751 during the same period in 2025, an increase of $1,688,217, or 62%. The change was driven primarily by acquisition consideration paid during fiscal 2026, including $900,000 for the FSA acquisition, $443,168 for the TA Pipeline LLC acquisition, $645,000 for the GoUSA acquisition, and $599,800 for the JOURNY.tv asset purchase, partially offset by a year-over-year decrease in capitalized software development costs of $425,751 and a decrease in equity method investments of $475,000. Fiscal 2025 investing activities also included $1,000 of proceeds from the sale of assets, which did not recur in fiscal 2026. Net Cash Provided by Financing Activities Net cash provided by financing activities was $7,917,154 for the year ended February 28, 2026, compared to $6,852,467 for the same period in 2025, an increase of $1,064,687, or 16%. The increase reflected $595,176 of incremental advances from related parties (primarily under the MIP Line of Credit) and $3,116,727 of incremental net proceeds from equity private placements, partially offset by a $2,330,222 reduction in proceeds from notes payable, and $316,994 of warrants exercised in the prior fiscal year that did not recur in fiscal 2026. 47 Known Trends, Demands, Commitments, and Uncertainties Need for additional financing. We will need to raise additional capital through equity, equity-linked, or debt financings, or through other arrangements, to support continuing operations and to execute our business plan. Our existing cash balance is not sufficient to fund our anticipated operating cash requirements for the next twelve months. There can be no assurance regarding the availability or terms of any additional financing. If we issue additional equity or equity-linked securities, our stockholders may experience material dilution, and any new securities may have rights, preferences, or privileges senior to those of our existing common stock. If we incur additional debt, the related instruments may impose covenants and repayment obligations that adversely affect our financial flexibility or business operations. If we are unable to obtain financing when needed, we may be required to delay, scale back, or eliminate one or more aspects of our business plan, including planned product and content investments, and we may lose our Nasdaq listing. Nasdaq listing requirements. Our continued listing on the Nasdaq Capital Market requires compliance with applicable minimum bid price, stockholders’ equity, market value, and other continued-listing standards. Adverse developments in our operations or financial condition, or further dilutive issuances, could affect our ability to maintain compliance with these requirements. Failure to maintain compliance could result in delisting, which would adversely affect the liquidity of our common stock and our ability to raise additional capital. Macroeconomic and geopolitical conditions. We are unable to predict the effect that broader macroeconomic conditions — including elevated interest rates, inflationary pressure on input and labor costs, fluctuations in consumer travel demand, foreign currency volatility, and geopolitical events such as the ongoing conflict in Ukraine — may have on our access to the capital markets, our cost of capital, the timing and cost of our acquisitions, or consumer demand for our travel products. Continued unfavorable trends in these areas could increase our use of cash and impair our ability to obtain additional financing on acceptable terms. Acquisition integration. During fiscal 2026, we completed the acquisitions of TA Pipeline LLC, FSA, JOURNY.tv, and GoUSA. We expect to continue to incur integration costs in fiscal 2027 as we combine acquired operations, technology, and content. These integration activities are intended to accelerate revenue generation, but the timing and magnitude of any related revenue contribution remain uncertain. Subsequent Events From February 28, 2026 through the date of this Annual Report, the Company entered into the following material financing transactions, which are discussed in greater detail in Note 25, “Subsequent Events,” to the financial statements included elsewhere in this Annual Report: March 24, 2026 — 1800 Diagonal Lending Note On March 24, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $180,550. The note includes an original issue discount of $23,550 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance date. The note is payable in five installments, with the first installment of $102,010.52 due on September 30, 2026 and four equal subsequent installments of $25,502.62 due on the 30th day of each of the next four months. The note may be prepaid at any time without penalty. Upon an event of default by the Company, any unpaid principal and interest may be converted into shares of our common stock at the election of 1800 Diagonal Lending LLC. March 25, 2026 — Donald P. Monaco Insurance Trust Short-Term Promissory Note (related party) On March 25, 2026, the Company issued an unsecured short-term promissory note (the “Monaco Trust Note” ) in the original principal amount of $80,000 to The Donald P. Monaco Insurance Trust (the “Trust” ), the trustee of which is Donald P. Monaco, the Chairman of our Board of Directors. The Monaco Trust Note bears interest at 7.5% simple interest per annum and was originally scheduled to mature on April 3, 2026. The Monaco Trust Note may be prepaid at any time without penalty. The Monaco Trust Note was approved by the Board, including the independent members thereof. The Monaco Trust Note has been amended three times to increase the principal amount and extend the maturity date, as follows: (i) on April 6, 2026, the Company and the Trust entered into a First Amendment increasing the principal balance to $155,000 and extending the maturity date to April 13, 2026; (ii) on April 9, 2026, the Company and the Trust entered into a Second Amendment increasing the principal balance to $290,000 and extending the maturity date to April 30, 2026; (iii) on April 27, 2026, the Company and the Trust entered into a Third Amendment increasing the principal balance to $400,000 and extending the maturity date to May 31, 2026; (iv) on April 30, 2026 the Company and the Trust entered into a Fourth Amendment increasing the principal balance to $510,000; (v) on May 12, 2026, the Company repaid $110,000 of principal under the Monaco Trust Note; and on May 29, 2026 the Company and the Trust entered into a Fifth Amendment increasing the principal balance to $600,000. Other terms of the Monaco Trust Note remained unchanged under each amendment. As of the date of this Annual Report, $600,000 of principal remained outstanding under the Monaco Trust Note. The 7.5% interest rate, which is lower than the 12% rate borne by the MIP Line of Credit, reflects the short-term, on-demand nature of the Monaco Trust Note. The Monaco Trust Note, including each amendment, was approved by the Audit Committee of the Board and the full Board, including the independent members thereof. 48 April 15, 2026 — Series A Convertible Preferred Stock Sale to KC Global Media Asia, LLC (related party) On April 15, 2026, we entered into a securities purchase agreement with KC Global Media Asia, LLC pursuant to which we issued and sold 16,667 shares of Series A Convertible Preferred Stock at a purchase price of $3.00 per share, for total proceeds of $50,000, together with a warrant to purchase up to 8,333 shares of common stock at an exercise price of $3.00 per share, expiring 3.5 years from the issue date. As described above, Andy Kaplan, a director of the Company, serves as chairman of KC Global Media Asia, LLC; accordingly, this transaction is a related-party transaction. The transaction was approved by the Audit Committee of the Board and the full Board, including the independent members thereof. May 6, 2026 — Helena Global Series B Preferred Private Placement On May 6, 2026, we entered into a securities purchase agreement with Helena Global Investment Opportunities 1 Ltd ( “Helena” ) pursuant to which we issued and sold 368,421 shares of newly designated Series B Convertible Preferred Stock (the “Series B Preferred” ) at a purchase price of $2.755 per share, together with an additional 40,000 shares of Series B Preferred issued as an issuance fee, for total proceeds of $1,015,000. In addition, we issued to Helena a five-year warrant to purchase up to 100,000 shares of common stock at an exercise price of $2.755 per share and may be exercised on a cashless basis if there is no effective registration statement in place and if there is an Event of Default pursuant to the terms of the Certificate of Designation and is continuing. The Series B Preferred (i) ranks pari passu with our other series of preferred stock and senior to our common stock with respect to dividends and distributions on liquidation; (ii) carries a cumulative cash dividend of 12% per annum, increasing to 18% per annum upon an event of default; (iii) is convertible into shares of common stock at a conversion price of $2.755 per share, subject to customary beneficial ownership limitations; and (iv) is subject to mandatory redemption at the stated value plus accrued and unpaid dividends on August 30, 2026, unless the holder elects in writing to extend the redemption date to December 31, 2026. The Company’s obligations under the Series B Preferred are secured by a pledge of 1,365,314 shares of common stock owned by William Kerby, our Chief Executive Officer. Net proceeds are being used for general working capital purposes. Helena is not a related party. The $2.755 per share purchase price represented the Nasdaq Minimum Price plus $0.125 as of the date of the related securities purchase agreement. In addition, Helena was granted (i) a right of participation of up to 20% of any future securities offering by the Company (other than exempt issuances); (ii) an exchange right pursuant to which Helena may exchange Series B Preferred for offered securities at 100% of stated value; and (iii) registration rights pursuant to which the Company is required to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon conversion of the Series B Preferred and exercise of the related warrant within 15 days after closing, and to use best efforts to cause such registration statement to become effective within 30 days (or 60 days if the SEC reviews) after closing. The Company has also agreed that, during the 180-day period following closing, Helena may require the Company to apply 25% of the net proceeds of any “at the market” offering to redeem outstanding shares of Series B Preferred at the contractual redemption price. Additional terms of the Series B Preferred are set forth in the Certificate of Designation filed with the Nevada Secretary of State and described in our Current Report on Form 8-K filed with the SEC on May 8, 2026. May 6, 2026 — Common Stock Sale to a Private Investor On May 6, 2026, we entered into a securities purchase agreement with a private investor pursuant to which we issued and sold 36,400 shares of common stock at a purchase price of $2.75 per share, together with a three-year warrant to purchase up to 18,200 shares of common stock at an exercise price of $2.75 per share, for total proceeds of $100,100. The investor is not a related party. May 8, 2026 — Common Stock Sale to KC Global Media Asia, LLC (related party) On May 8, 2026, we entered into a securities purchase agreement with KC Global Media Asia, LLC pursuant to which we issued and sold 18,182 shares of common stock at a purchase price of $2.75 per share, for total proceeds of $50,000, together with a warrant to purchase up to 9,091 shares of common stock at an exercise price of $3.00 per share, expiring on May 8, 2029. As described above, Andy Kaplan, a director of the Company, serves as chairman of KC Global Media Asia, LLC; accordingly, this transaction is a related-party transaction. The transaction was approved by the Audit Committee of the Board and the full Board, including the independent members thereof. 49 Trend in pricing. Our equity issuances during fiscal 2026 were priced at $3.00 to $3.20 per share. The subsequent-event Series B Preferred Stock and common stock issuances were priced at $2.755 and $2.75 per share, respectively, representing a decline relative to fiscal 2026 issuance prices. This pricing trend, if it continues, may increase the dilutive impact of future financings on our existing stockholders and may indicate continued pressure on our access to capital on favorable terms. Other than the foregoing, no material subsequent events related to our liquidity and capital resources have occurred from February 28, 2026 through the date of this Annual Report. Critical Accounting Estimates Our discussion of critical accounting estimates that affect liquidity, capital resources, and results of operations is set forth in “Critical Accounting Estimates” elsewhere in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 2, “Summary of Significant Accounting Policies,” to the financial statements included elsewhere in this Annual Report. Other Information Other than the MIP Line of Credit and the related-party promissory notes described in Note 17, “Related Party Transactions,” to the financial statements included elsewhere in this Annual Report, we have no lines of credit or other financing arrangements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The Consolidated Financial Statements, the report thereon, the Notes thereto, and the supplementary data commencing on page F-1 of this Report are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.