What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-15 compared with 2026-01-14 · 802 added, 642 removed, 813 unchanged (64% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

November 30, 2025

February 28, 2026

8 unchanged sentences

Equity investments

Other prepaid assets

Total Non-Current Assets

5 unchanged sentences

Contingent consideration

Licensing & royalty payment obligations, current portion

Notes payable - related parties

3 unchanged sentences

SBA EIDL loan

Licensing & royalty payment obligations, net of current portion

Line of Credit – related parties

1 unchanged sentence

Total Liabilities

Commitments and Contingencies

Commitments and Contingencies (Note 13)

Mezzanine Equity

Preferred Stock, par value $ 0.001 ;

10,000,000 shares authorized;

408,421 and 0 shares issued and outstanding, respectively

Common Stock, par value $ 0.001 ;

1 unchanged sentence

96,774 and 96,774 shares issued and outstanding, respectively

Total Mezzanine Equity

Stockholder’s Equity

7 unchanged sentences

Accumulated deficit

( 53,742,579 )

( 50,597,419 )

Total Stockholders’ Equity

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended November 30,

Nine Months Ended November 30,

Three Months Ended May 31,

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

( 1,243,636 )

Gross profit (loss)

7 unchanged sentences

Depreciation and amortization

Provision for credit loss

Other expenses

1 unchanged sentence

Operating loss

( 2,913,753 )

( 4,639,737 )

Other Income (Expenses)

Other Income (expense)

Gain (loss) on derivative liability

Gain (loss) on extinguishment of liability

Loss on extinguishment of liability

Gain on derivative liability

Interest income (expense), net

Other income (expense)

Total Other Income (Expense)

Net income (loss) from continuing operations before taxes

Net loss before provision for income taxes

( 3,125,469 )

( 4,445,925 )

Provision for income taxes

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

Share of net income (loss) of equity method investee

Net gain (loss) from continuing operations

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

Net income (loss)

Preferred dividends

Net Income (Loss) Applicable to Common Stockholders

Basic and diluted loss per common share from continuing operations

Basic and diluted loss per common share from discontinued operations

Basic and diluted loss per common share

Basic and diluted weighted average number of common shares

accompanying notes to condensed financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

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

Balances, August 31, 2025

Net loss before share of net loss in equity method investee

( 3,125,469 )

Net income (loss)

( 4,445,925 )

Share of net loss of equity method investee

$ ( 3,125,469 )

Preferred stock dividends

Issuance of securities pursuant to private

Issuance of common shares for third party services

Issuance of Securities in connection with debt

Conversion of preferred shares to common shares

pursuant to shareholder approval

$ ( 4,457,232 )

Cashless exercise of warrants

Balances, November

Preferred dividends

Net Loss Applicable to Common Stockholders

$ ( 3,145,160 )

Balances, August 31, 2024

$ ( 4,521,695 )

Basic and diluted loss per common share

Basic and diluted weighted average number of common shares

accompanying notes to condensed financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

the Three Months Ended May 31, 2026, and May 31, 2025

Preferred Stock

Balances, February 28, 2026

$ ( 50,597,419 )

2 unchanged sentences

Preferred stock dividends

Issuance of convertible preferred shares

Issuance of securities pursuant to private placements

Issuance of common shares for third party services

Warrants Issued in Connection with Bridge Loan

Issuance of investor warrants pursuant to preferred private placement

Issuance of placement agent warrants pursuant to preferred private placement

Issuance of securities for equity investments

Offering costs

Stock based compensation

Balances, November

$ ( 29,705,833 )

Balances, May 31, 2026

$ ( 53,742,579 )

accompanying notes to condensed financial statements.

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

Preferred Stock

Balances, February 28, 2025

2 unchanged sentences

( 4,457,232 )

Preferred Stock Dividends

Issuance of preferred shares for FSA Travel,

LLC acquisition

Issuance of common shares for JOURNY.tv asset

Issuance of securities pursuant to private

Issuance of common shares pursuant to reverse

acquisition of Sigma

Issuance of common shares for third party services

Securities issued in connection with debt conversion

Warrants issued in connection with bridge loan

Cashless exercise of warrants

Conversion of preferred shares to common shares

pursuant to shareholder approval

Preferred Shares Issued for FSA Travel, LLC acquisition

Issuance of common shares for Journy.tv asset acquisition

Issuance of common shares pursuant to reverse acquisition of Sigma

Issuance of common shares for services

Warrants issued in connection with debt conversion

Warrants issued in connection with bridge loan financing

Issuance of securities for directors’ services

Stock based compensation

Balances, May 31, 2025

( 38,871,518 )

Issuance of securities for directors’

Issuance of stock options

Balances, November 30, 2025

( 38,871,518 )

February 29, 2024

income (loss)

stock dividends

of convertible preferred shares

of common shares for conversion of preferred stock

of common shares for third party services

of Common Shares as Commitment Shares

Issued in Connection with Bridge Loan Financing

Based Compensation

November 30, 2024

accompanying notes to condensed financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

November 30, 2025

November 30, 2024

Three Months Ended

OPERATING ACTIVITIES

Net Income (Loss)

– Continuing Operations

Net Income (Loss) – Continuing Operations

$ ( 3,125,469 )

$ ( 4,457,232 )

Adjustments to Reconcile

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

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

Noncash Expenses:

Depreciation and amortization

– property and equipment and intangibles

Depreciation and amortization – property and equipment and intangibles

Amortization of debt discount

Amortization of prepaid

Write-off of capitalized

technology expenses

Provision for credit loss

Gain on derivative liability

Stock-based compensation

Shares issued for professional services

Stock-based compensation - employees

Stock-based compensation - directors

Stock-based compensation

Issuance of preferred stock

for third party services

Issuance of commitment shares

Loss on extinguishment

Loss on extinguishment of liability

Change in Assets and Liabilities:

Accounts receivable

Related party receivable

Prepaid expenses

Accounts payable and accrued

Accounts payable and accrued expenses

Deferred revenue

CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS

( 2,450,860 )

( 3,143,697 )

CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

CASH USED IN OPERATING ACTIVITIES

Licensing & royalty payment obligations, current portion

Licensing & royalty payment obligations, net of current portion

NET CASH USED IN OPERATING ACTIVITIES

( 2,343,339 )

2 unchanged sentences

Capitalized software development costs

TA Pipeline LLC acquisition

FSA Travel LLC acquisition

JOURNY.tv asset purchase

CASH USED IN INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES

( 1,281,503 )

FINANCING ACTIVITIES

Proceeds from issuance of convertible preferred

Proceeds from issuance of preferred shares

Proceeds from issuance of common shares

Notes Payable

Advances from related

CASH PROVIDED BY FINANCING ACTIVITIES

Advances from related parties

Proceeds from issuance of Mezzanine Equity

Offering Costs

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET CHANGE IN CASH FOR PERIOD

CASH AT BEGINNING OF

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Supplemental Disclosures:

Noncash Investing and Financing

Activities Disclosure:

Issuance of preferred shares pursuant to FSA

Travel, LLC acquisition

Issuance of common shares pursuant to JOURNY.tv

asset purchase

Issuance of common shares pursuant to TA Pipeline

LLC acquisition

Noncash Investing and Financing Activities Disclosure:

Issuance of preferred shares pursuant to FSA Travel, LLC acquisition

Issuance of common shares pursuant to JOURNY.tv asset purchase

Issuance of common shares for third party services

Issuance of securities pursuant to debt conversions

Issuance of common stock warrants in connection

with bridge financing

Issuance of common stock warrants in connection with private placement

Preferred stock dividends

Disclosure of Cash Paid

Disclosure of Cash Paid for:

accompanying notes to condensed financial statements.

14 unchanged sentences

to “NextTrip, Inc.”

Company’s corporate office is located at 3900 Paseo del Sol, Santa Fe New Mexico 87507.

The consolidated financial statements include

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

incorporated on October 22, 2015, Extraordinary

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

on July 1, 2021.

Company’s corporate office is located at 1560 Sawgrass Corporate Parkway, Suite 400, Sunrise Florida 33323.

The consolidated

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

incorporated on October

22, 2015, Extraordinary Vacations USA, Inc., incorporated on June 24, 2002, Five Star Alliance, LLC, organized on March 9, 2018, and

TA Pipeline, LLC, organized on July 1, 2021.

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

61 unchanged sentences

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

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

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

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

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

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

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

In the event the

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

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

Concern - As of May 31, 2026, and February 28, 2026, the Company had an accumulated deficit of $ 53,742,579 and $ 50,597,419 , respectively,

and working capital deficit of $ 1,599,429 and $ 761,004 , respectively, and has incurred losses since incorporation.

The Company will need

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

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

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

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

In the event the Company is unable

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

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

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

7 unchanged sentences

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

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

position, results of operations and cash flows at May 31, 2026 and 2025 and for the periods then ended have been made.

Certain information

3 unchanged sentences

The results of operations for

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

the period ended May 31, 2026 are not necessarily indicative of the operating results for the full year.

Reclassification

2 unchanged sentences

net earnings (loss) or financial position.

Note Receivable

is in involuntary bankruptcy proceedings and is in default under the terms of its promissory note for non-payment.

As a result, as of

February 28, 2025 the Company established an allowance for credit losses for the full amount of the note of $ 2,567,665 , as collectability

of the note is uncertain.

Value of Financial Instruments - The Company applies ASC 820, “Fair Value Measurements .

12 unchanged sentences

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”).

at May 31, 2026 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

29 unchanged sentences

at each reporting period.

Classification

of TA Pipeline Closing Shares

the 96,774 TA Closing 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.

and Subsequent Measurement

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

Milestone Payment

12 unchanged sentences

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

of Issuance –

Derivative liability – Put

Contingent Consideration – TA Milestone

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

3 unchanged sentences

Change in fair value

Fair value on November 30, 2025

$ ( 100,000 )

Fair value on May 31, 2026

Global Investment Opportunities 1 Ltd.

Private Placement

Classification

of Redeemable Convertible Preferred Stock

Company classifies its Series B Convertible Preferred Stock as mezzanine equity in accordance with ASC 480-10-S99-3A because the redemption

obligation, while at a fixed date, is not unconditional from the Company’s perspective.

The holder retains the right to convert

the Series B Preferred Stock into Common Stock at any time prior to the mandatory redemption date and the right to elect a one-time extension

of the mandatory redemption date.

As a result, whether redemption occurs (in cash) or is settled through conversion (in shares), and

the timing of any such redemption, is outside the Company’s sole control.

The Series B Convertible Preferred Stock is presented

between liabilities and stockholders’ equity on the balance sheet.

from the issuance of the Series B Convertible Preferred Stock and detachable Investor Warrant are allocated to the two freestanding instruments

using the relative fair value method pursuant to ASC 470-20-25-2.

The portion of proceeds allocated to the Investor Warrant is credited

to additional paid-in capital.

The portion of proceeds allocated to the Series B Convertible Preferred Stock, net of debt issuance costs

and original issue discount associated with issuance fee shares issued for no consideration, represents the initial carrying value of

the mezzanine preferred.

mezzanine carrying value of the Series B Convertible Preferred Stock is accreted to its redemption value over the period from issuance

to the mandatory redemption date using the effective interest method.

Accretion and stated dividends accrued on the Series B Convertible

Preferred Stock are recognized as charges to retained earnings (deemed dividends to the holder) and reduce net income available to common

shareholders for purposes of basic and diluted earnings per share calculations pursuant to ASC 260-10-S99.

Accreted amounts and dividends

are not recognized as interest expense in the income statement.

Company evaluates each freestanding warrant issued in connection with the Series B Convertible Preferred Stock for liability versus equity

classification under ASC 815-40 at the issuance date and at each subsequent reporting date.

The Investor Warrant and the Placement Agent

Warrants are each classified as equity instruments at issuance based on the warrants’ indexation to the Company’s own stock

and settlement provisions (including the absence of any cash-settled Black-Scholes payout obligation upon a Fundamental Transaction).

in Equity Method Investees

39 unchanged sentences

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

At November 30, 2025 and 2024,

the Company had the following common shares underlying these instruments:

At May 31, 2026 and 2025, the Company

had the following common shares underlying these instruments:

of Underlying Common Shares Excluded from Computation of Loss Per Share

1 unchanged sentence

Preferred Stock

Total Underlying Common

Total Underlying Common Shares

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

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

of dilutive potential common stock for the periods three months ended May 31, 2026, and 2025:

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

Three Months Ended November

Nine Months Ended November

Loss from continuing operations

$ ( 3,275,566 )

$ ( 2,009,829 )

Three Months Ended May 31,

$ ( 3,125,469 )

1 unchanged sentence

Preferred dividends

$ ( 258,415 )

Loss from continuing operations applicable

to common stockholders

( 3,286,255 )

( 2,020,517 )

( 10,889,368 )

( 5,563,038 )

Gain (loss) from discontinued

operations applicable to common stockholders

Net loss applicable

to common stockholders

$ ( 3,286,255 )

$ ( 2,019,951 )

Net loss applicable to common stockholders

$ ( 3,145,160 )

$ ( 4,521,695 )

Weighted average number

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

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

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

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

At November 30, 2025, the Company had outstanding

At May 31, 2026, the Company had outstanding

warrants to purchase 4,957,011 shares of common stock;

stock options exercisable for 1,114,825 shares of common stock;

316 shares of Series

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

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

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

150,000 shares

of Series A preferred stock (“Series A Preferred”), which could be converted into 150,000 shares of common stock, 408,421

shares of Series B Preferred Stock (“Series B Preferred”) which could be converted into 411,689 shares of common stock, and

316 shares of Series E Preferred Stock (“Series E Preferred”), which could be converted into 3,622 shares of common stock,

resulting in a potential total additional 6,637,147 shares of common stock outstanding in the future.

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

36 unchanged sentences

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

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

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

reviews for purposes of allocating resources and assessing performance.

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

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

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

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

Reporting - In response to recent acquisitions and expanded business activities, during the third quarter of fiscal year 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 reported our financial performance based on our new segments, “Travel” and “Media”.

A detailed description of our operating segments as of May 31, 2026 can be found in NOTE 15 to the Financial Statements and the Overview

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

and Results of Operations”.

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

Recently Adopted Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

amendments require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker (“CODM”)

and included in the measure of segment profit or loss, an amount and description of other segment items, the title and position of the

CODM, and application of the segment disclosure requirements to interim periods.

The Company adopted ASU 2023-07 for its fiscal year

beginning March 1, 2025.

The Company began reporting under its Travel and Media reportable segments, and reflecting the interim disclosure

provisions of ASU 2023-07, in the third quarter of fiscal year 2026 (the quarterly period ended November 30, 2025);

prior periods have

been recast to conform to the current segment presentation.

Adoption affected disclosures only and did not affect the Company’s

condensed consolidated financial position, results of operations, or cash flows.

In December 2023, the FASB issued ASU

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The Company adopted ASU 2023-09 on a prospective basis

effective for its fiscal year beginning March 1, 2025 (fiscal year ended February 28, 2026).

The amendments affect annual income tax

disclosures only and do not establish new interim disclosure requirements;

adoption did not affect the Company’s condensed consolidated

financial position, results of operations, or cash flows, or its interim income tax disclosures.

3 - Investment in Equity Securities

45 unchanged sentences

The Company did not incur any acquisition-related costs in connection with the acquisition.

Company has completed a preliminary 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:

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

3 unchanged sentences

Fair value of Initial Purchase

consideration

Assets acquired and liabilities

Total consideration

Assets acquired and liabilities assumed

Cash and cash equivalents

2 unchanged sentences

Due to FSA Unitholders

Total liabilities

Total net assets

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

9 unchanged sentences

Company, and the value of yet-to-be-acquired/developed customers, technology, assembled workforce, and any other assets.

Company is currently finalizing its valuation of the acquired assets and liabilities and has recorded these preliminary amounts as of

the acquisition date.

The final purchase price allocation may result in adjustments to the amounts presented.

5 – JOURNY.tv Asset Acquisition

77 unchanged sentences

in acquisition-related expenses, which were expensed as incurred.

The Company has completed a preliminary analysis to assign fair values

to all assets acquired and liabilities assumed.

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

of Preliminary Analysis To Assign Fair Values To All Assets Acquired And Liabilities Assumed

Consideration paid

1 unchanged sentence

Fair value of derivative liability

consideration

Assets acquired and liabilities

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

4 unchanged sentences

the value of yet-to-be-acquired/developed customers, technology, assembled workforce, and any other assets.

Company is currently finalizing its valuation of the acquired assets and liabilities and has recorded these preliminary amounts as of

the acquisition date.

The final purchase price allocation may result in adjustments to the amounts presented.

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 – Intangible Assets

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

assets as of May 31, 2026, and February 28, 2026 consisted of the following:

Schedule of Intangible Assets

February 28, 2026

Software Development

5 unchanged sentences

JOURNY.tv – Trade Name

JOURNY.tv Distribution

JOURNY.tv Distribution Agreements

Journy.tv Production Costs

GoUSA Content Episodes

GoUSA Content IMAX

GoUSA Distribution Agreements

GoUSA Assembled Workforce

assets, gross

Accumulated amortization

1 unchanged sentence

( 3,426,980 )

Intangible assets, net

of amortization

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

Amortization expense for the

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

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

exceeding its recoverable amount.

Intangible assets, net of amortization

expense for the three months ended May 31, 2026, and 2025 was $ 336,040 and $ 206,021 , respectively.

the three months ended May 31, 2026, and 2025, the Company did no t record any impairment losses 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:

17 unchanged sentences

of FSA Travel, LLC

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

reporting segment, Travel Products and Services.

See Note 4, Acquisition of FSA Travel, LLC for a description of goodwill recognized

in connection with the acquisition.

of May 31, 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 November 30, 2025, preliminary goodwill of $ 286,824 arising from the FSA acquisition has been reported within the Company’s

reporting segment, Travel Products and Services.

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

in connection with the acquisition.

of May 31, 2026, goodwill of $ 286,821 arising from the FSA acquisition has been reported within the Company’s reporting

segment, Travel Products and Services.

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

with the acquisition.

10 – Notes Payable

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

in the aggregate principal amount of $ 100,000 .

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

of a public financing or October 31, 2024.

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

15, 2025, Mr.

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

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

On November 19, 2025, such preferred

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

Meeting of Shareholders.

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

the aggregate principal amount of $ 40,000 .

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

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

On September 15, 2025, Ms.

Diges and the Company entered into a debt

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

Preferred stock at a price of $ 3.20 per share.

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

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

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

$ 220,000 (the “SIS II Note”).

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

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

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

prepaid at any time without penalty.

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

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

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

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

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

the remainder of the proceeds allocated to the note.

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

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

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

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

The note includes an OID of $ 22,100 , 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 $ 85,937 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 months.

The note may be prepaid at any

time with no prepayment penalty.

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

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

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

LP (“Alumni Capital”) for the sale of a short-term promissory note (the “Alumni Note”) and warrants (“Warrants”)

to Alumni Capital for total consideration of $ 300,000 .

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

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

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

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

for additional interest of $ 10,000 .

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

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

September 26, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 269,000 .

6 unchanged sentences

stock at the election of 1800 Diagonal Lending LLC.

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

As of May 31, 2026, the balance on the note, net of the unamortized debt discount

was $ 61,744 .

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

On June 3, 2026, the Company and each of the investors entered into an Extension of Promissory Note (the “Extension”)

pursuant to which the parties agreed to extend the Maturity Date to November 17, 2026 at no additional cost to the Company.

may be prepaid at any time with no prepayment penalty.

Upon the event of default by the Company, any unpaid balance is immediately due

As of May 31, 2026, the aggregate balance on the notes was $ 36,000 .

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

5 unchanged sentences

Diagonal Lending LLC.

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

As of May 31, 2026, the balance on the note, net of the unamortized debt discount was $ 50,874 .

March 24, 2026, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of

The note includes an OID of $ 23,550 ,

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 $ 102,011

due on September 30, 2026, and the remaining four equal installments of $ 25,503

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

The note may be prepaid at any time with no prepayment

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 May 31, 2026, the balance on the note, net of the unamortized debt discount was $ 162,199 .

On May 26, 2026, the Company entered into an agreement to sell a short-term promissory note to 1800 Diagonal

Lending LLC in the aggregate principal amount of $ 172,500 .

The note includes an OID of $ 22,500 , 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 $ 97,462 due on November 30, 2026, and the remaining four equal installments of $ 24,366 are due on the 30 th of each

of the next four successive months.

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

Upon the event of default by the Company,

any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC.

The funding of the note

closed on June 1, 2026.

11 – Long-Term Debt

19 unchanged sentences

Effective interest rate

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

of May 31, 2026, the balance of the loan was $ 97,994 .

12 - Related Party Transactions

April 9, 2025, NTH and the Donald P.

Monaco Insurance Trust (the “Trust”) entered into two promissory notes (together, the

“Trust Notes”) under the Company’s $ 2.0 million line of credit.

Donald Monaco, chairman of the Company’s Board

of Directors, is the trustee of the Trust.

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

payment provided my Mr.

The second note had a principal balance of $ 145,000 and was issued in exchange for cash advances previously

Monaco to the Company.

Investment Partners, II Line of Credit

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

10 unchanged sentences

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

Monaco controls

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 .

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

maximum amount available under the MIP Line of Credit.

September 10, 2025, the Company entered into securities purchase agreements (each a “Series Q Purchase Agreement”) with Andy

Kaplan and Jimmy Byrd, two of our independent directors, pursuant to which the Company issued and sold respectively, 31,250 and 50,000

restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the “Series Q Preferred”),

at a purchase price of $ 3.20 per share.

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

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

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

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

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

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

Kircher converted $ 109,514 of outstanding principal plus

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

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

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

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

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

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

The warrant may be exercised on a cashless basis

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

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

Media Asia, LLC.

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

Chairman of our Board of Directors, controls MIP.

of May 31, 2026 the maximum amount of $ 3,000,000 was outstanding under the MIP Line of Credit, plus accrued interest of $ 29,589 .

July 13, 2026, subsequent to the balance sheet date and prior to the issuance of these condensed financial statements, the Company and

Monaco Investment Partners II executed an amendment extending the maturity date by one year, to May 31, 2028.

The amendment is not cancelable

by the lender and does not expire within one year of the balance sheet date.

All other significant terms of the arrangement, including

the interest rate, remained unchanged.

the Company has extended the obligation on a long-term basis prior to the issuance of these financial statements, and the extended maturity

is beyond one year from the balance sheet date, the outstanding balance has been classified as a long-term liability as of May 31, 2026

in accordance with ASC 470-10-45-14.

Monaco Insurance Trust Short-Term Promissory Note

March 25, 2026, the Company sold a short-term promissory note (the “Note”) to the Donald P.

Monaco Insurance Trust in the

principal amount of $ 80,000 .

The Note bears interest at 7.5 % and had an initial maturity date of April 3, 2026.

Between April 6, 2026

and May 31, 2026, the parties entered into several amendments to the Note to increase the principal amount and extend the Maturity Date.

of May 31, 2026 the outstanding principal balance was $ 600,000 , plus accrued interest of $ 2,778 , and is due and payable in full on June

June 3, 2026 and June 30, 2026, the parties entered into further amendments to increase the principal balance to $ 950,000 and

extend the maturity date to July 15, 2026.

Company’s Chief Executive Officer, William 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 May 31, 2026, the total compensation deferred by Mr.

totaled $ 308,334 .

April 15, 2026, Andy Kaplan, a director of the Company, through KC Global Media Asia LLC (“KCGM”), purchased 16,667 shares

of Series A Preferred Stock at $ 3.00 per share, resulting in gross proceeds to the Company of $ 50,000 .

In connection with this transaction,

the Company issued KCGM a warrant to purchase up to 8,333 shares of common stock at $ 3.00 per share.

The warrant expires 3.5 years from

the issue date.

May 8, 2026, Mr.

Kaplan, through KCGM, purchased 18,182 shares of Common Stock at $ 2.75 per share, resulting in gross proceeds to the

Company of $ 50,000 .

In connection with this transaction, the Company issued KCGM a warrant to purchase up to 9,091 shares of common stock

at $ 3.00 per share.

The warrant expires 3 years from the issue date.

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;

internet website;

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.

April 15, 2026, the Company and NextTrip Privilege, Inc.

entered into Amendment No.

1 to the Licensing and Services Agreement, which

deferred the commencement date of the $ 5,000 per month Administrative Services Fee from March 1, 2026 to June 1, 2026, and shifted the

related annual three-percent (3%) escalator anniversary date to June 1 of each year thereafter.

No other terms of the Licensing and Services

Agreement were modified by the amendment.

of May 31, 2026, the Company had advanced a total of $ 381,056 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 de minimis

proceeds raised under Privilege’s qualified Regulation A offering at May 31, 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 May 31, 2026, the underlying Class B common stock has no readily determinable

fair value, Privilege has minimal 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 13 (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.

13 - Commitments and Contingencies

Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental

to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues,

and other related claims and vendor matters.

The Company believes that the resolution of currently pending matters would not, individually

or in the aggregate, have a material adverse effect on our financial condition or results of operations.

However, assessment of the current

litigation or other legal claims could change considering the discovery of facts not presently known to the Company or by judges, juries

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.

believes the former TA Members are in breach of their obligations under the TA MIPA and has declined to honor the exercise of the

The parties are in discussions to resolve the dispute;

however, the outcome of such discussions is uncertain.

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

shares at the $ 3.10 Base Price),

exclusive of any Top-Up Shares that could be issuable.

As of May 31, 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.

Subsequent to May 31, 2026, the

former TA Members commenced binding arbitration against the Company with respect to this matter.

See Note 16, Subsequent

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 14 (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 12 (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 May 31,

2026, the carrying value of the JOURNY.tv licensing and royalty payment obligation was $ 124,621 , of which $ 80,062 is classified within

current liabilities and $ 44,559 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 May 31, 2026, the carrying value of the GoUSA TV minimum royalty payment obligation was $ 306,193 , of which $ 118,636 is classified

within current liabilities and $ 187,557 is classified within non-current liabilities on the Company’s consolidated balance sheet.

Global Investment Opportunities 1 Ltd.

Private Placement

damages of $ 3,000 per day are payable to Helena if the Company fails to file or maintain effectiveness of a registration statement covering

the resale of common stock issuable upon conversion or exercise of the Series B-related securities.

The Company evaluates the probability

of such damages pursuant to ASC 450-20 at each reporting period and accrues a liability if and when the loss becomes probable and reasonably

The Mandatory Default Amount of 130 % of Stated Value plus accrued dividends becomes payable upon an Event of Default;

Company has not accrued the 30 % premium because, at May 31, 2026, management has concluded that an Event of Default is remote.

although management determined that the premium constitutes an embedded derivative which requires bifurcation under ASC 815-15, no value

was allocated to this feature as it was deemed immaterial.

14 - Stockholders’ Equity

Pipeline LLC Acquisition

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.

are legally common stock, they are classified as mezzanine (temporary) 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.

8 unchanged sentences

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

Global Investment Opportunities 1 Ltd.

Private Placement

May 6, 2026, the Company entered into a Securities Purchase Agreement with Helena Global Investment Opportunities 1 Ltd.

pursuant to which the Company issued 408,421 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”),

consisting of 368,421 shares issued in exchange for cash proceeds of $ 1,015,000 and 40,000 “Issuance Fee Shares” issued to

the Investor for no additional consideration.

Classification

of Series B Convertible Preferred Stock

Company classifies its Series B Convertible Preferred Stock as mezzanine equity because the redemption obligation, while at a fixed date,

is not unconditional from the Company’s perspective.

Helena retains the right to convert the Series B Preferred Stock into Common

Stock at any time prior to the mandatory redemption date and the right to elect a one-time extension of the mandatory redemption date.

As a result, whether redemption occurs (in cash) or is settled through conversion (in shares), and the timing of any such redemption,

is outside the Company’s sole control.

As such, the Series B Convertible Preferred Stock is presented between liabilities and stockholders’

equity on the balance sheet.

from the issuance of the Series B Convertible Preferred Stock and detachable Investor Warrant are allocated to the two freestanding instruments

using the relative fair value method pursuant to ASC 470-20-25-2.

The portion of proceeds allocated to the Investor Warrant is credited

to additional paid-in capital.

The portion of proceeds allocated to the Series B Convertible Preferred Stock, net of debt issuance costs

and original issue discount associated with issuance fee shares issued for no consideration, represents the initial carrying value of

the mezzanine preferred.

mezzanine carrying value of the Series B Convertible Preferred Stock is accreted to its redemption value over the period from issuance

to the mandatory redemption date using the effective interest method.

Accretion and stated dividends accrued on the Series B Convertible

Preferred Stock are recognized as charges to retained earnings (deemed dividends to the holder) and reduce net income available to common

shareholders for purposes of earnings per share calculations pursuant to ASC 260-10-S99.

Accreted amounts and dividends are not recognized

as interest expense in the income statement.

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

as amended (“Charter”).

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

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

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

and non-assessable, and are entitled to one vote per share.

At May 31, 2026 and February 28, 2026, there were 14,396,694 (excluding 96,774 mezzanine shares classified

outside of permanent equity) and 13,978,171 shares of common stock, par value $ 0.001 per share, issued and outstanding, respectively.

All shares of common stock have equal voting rights, are fully-paid and non-assessable, and are entitled to one vote per share.

the first quarter of 2025, the Company issued 105,000 shares of common stock in connection with various investor relations consulting

7 unchanged sentences

of all business milestones.

the second quarter of 2025, the Company issued 205,000 shares of common stock in connection with various investor relations consulting

contracts, 36,283 shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends,

96,774 shares of common stock to TA Pipeline as partial consideration pursuant to the August 6, 2025 Membership Interest Purchase Agreement;

24,230 shares of common stock to various vendors as settlement for outstanding invoices;

and 161,092 shares issued to investors in private

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

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

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

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

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

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

the first quarter of 2026, the Company issued 60,000 shares of common stock in connection with various investor relations consulting

contracts, 77,500 shares of common stock in connection with strategic marketing and business development contracts, 200,000 shares of

common stock as consideration pursuant to third party contractor services, 8,000 shares of common stock to a vendor as settlement for

outstanding invoices, 13,801 shares of common stock issued as stock-based compensation to an employee, 4,640 shares issued as commission

payments to travel agents, and 54,582 shares issued to investors in private placements.

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

9 unchanged sentences

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

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

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

Certificates of Designation.

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

as further discussed below.

aggregate of 150,316 (excluding 408,421 mezzanine shares of Series B Preferred classified outside of permanent equity) and 100,316 shares

of preferred stock were issued and outstanding at May 31, 2026 and February 28, 2026, respectively, as further discussed below.

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 A 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 A 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 A Preferred, (i) alter or change

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

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

or (iii) 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 A Preferred into shares

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

into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series A 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 A Preferred

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

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

May 31, 2026, 150,000 shares of the issued Series A Preferred were outstanding, which if converted as of May 31, 2026, would have resulted

in the issuance of 150,000 shares of common stock.

B Convertible Preferred Stock

May 6, 2026 the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate of

Designation”) with the Secretary of State of the State of Nevada, designating 450,000 shares of the Company’s preferred stock

as Series B Preferred Stock, par value $ 0.001 per share (the “Series B Preferred”).

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

The Series B Preferred Shares rank pari passu to the Company’s existing preferred shares and prior to the holders of the Company’s

Common Stock and any other series of capital stock ranking junior to the Preferred Shares.

Holders of Series B Preferred Shares will be entitled to dividends equal to 12 % per annum (or 18 % per annum upon an Event of Default

(as defined in the Series B Certificate of Designation)) which will accrue and be payable in cash upon redemption or added to the Stated

Value ($ 2.755 ) upon conversion.

Except as otherwise provided herein or as required by the Nevada Revised Statutes, the Series B Preferred Stock shall have no voting

However, without the affirmative vote of the holders of a majority of the then outstanding Series B Preferred Shares, the Company

may not (i) alter or change adversely the powers, preferences or rights given to Series B Preferred Shares or alter or amend the Certificate

of Designation in any manner that adversely affects any rights of the holders of the Series B Preferred Shares, (ii) issue further Series

B Preferred Shares or increase or decrease the number of authorized shares of Series B Preferred Shares, or (iii) enter into any agreement

with respect to the foregoing.

At the option of the Holder, each outstanding share of Series B Preferred Shares may be converted at an initial conversion price of $ 2.755

per share (subject to adjustment under certain limited circumstances) (the “Series B Conversion Price”), 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 B Preferred

Shares will be entitled to receive in preference to the holders of Common Stock and any class of capital stock junior to the Series B

Preferred Shares an amount per share equal to the greater of (i) 115 % of the Stated Value plus all accrued and unpaid dividends, or (ii)

the amount that such holder would receive if such holder converted all of its shares of Series B Preferred Stock into Common Stock immediately

prior to such liquidation, dissolution or winding up, and on parity with all existing preferred shares of the Company.

The Company has the right to redeem all or any portion of the Series B Preferred Shares at a price per share equal to the Stated Value

plus all accrued and unpaid dividends (the “Redemption Price”).

On August 30, 2026, the Company is obligated to redeem all

outstanding Series B Preferred Shares at the Redemption Price.

The Holder may elect to extend the redemption period to December 31, 2026

by providing written notice at least five (5) Trading Days prior to August 30, 2026.

Upon the occurrence of an Event of Default, the

Company shall mandatorily redeem all outstanding Series B Preferred Shares at the Mandatory Default Amount, which equals 130 % of the

Stated Value plus all accrued and unpaid dividends calculated at the default rate plus any other amounts then due.

of Default under the Series B Certificate of Designation include, among others:

(a) failure to pay the Mandatory Default Amount with

5 business days of when due;

(b) breach of representations, warranties or covenants;

(d) delisting

or suspension from the Principal Market or receipt of deficiency notices from Nasdaq or failing to meet Nasdaq listing standards;

entry of unsatisfied judgments in excess of $ 100,000 ;

(f) material adverse change;

(g) a Change of Control;

(h) failure to deliver Conversion

(i) failure to timely file periodic reports with the SEC;

(j) loss of DTC eligibility;

and (k) certain other events specified

in the Certificate of Designation.

May 6, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Helena Global Investment

Opportunities 1 Ltd.

(the “Purchaser”), pursuant to which the Company issued and sold (a) an aggregate of 368,421 restricted

shares of newly designated Series B Convertible Preferred Stock, par value $ 0.001 , of the Company (the “Series B Preferred Shares”)

plus 40,000 additional Series B Preferred Shares as an issuance fee;

and (b) a five-year warrant (the “Warrant”) to purchase

100,000 shares of the Common Stock, par value $ 0.001 per share, of the Company (“Common Stock”) (the “Series B Offering”)

at a purchase price of $ 2.7550 per share representing the Nasdaq Minimum Price plus $ 0.125 as of the date of the Purchase Agreement.

The Warrant has an exercise price of $ 2.7550 per share.

If a registration statement is not effective at the time of exercise, the holder

may exercise the Warrant using a cashless exercise feature.

If there is an Event of Default as defined in the Series B Certificate of

Designation, the Warrant may be exercised without payment of cash.

obligations of the Company under the transaction documents are secured by a pledge of 1,365,314 shares of Common Stock (the “Pledged

Shares”) owned by the Company’s Chief Executive Officer, William Kerby, pursuant to a Guarantee and Pledge Agreement (the

“Pledge Agreement”).

The Pledge Agreement provides a limited recourse guarantee, with recourse solely to the Pleated Shares

and not to any other assets of Mr.

to the Purchase Agreement, the Company has granted the Purchaser a right of participation of up to 20% of any future securities offering

by the Company, other than exempt issuances.

The Purchaser also has an exchange right to exchange Preferred Shares for offered securities

at 100% of stated value.

The Company has also agreed to file a registration statement with the Securities and Exchange Commission (the

“SEC”) covering the resale of the shares of Common Stock issuable pursuant to exercise of the Warrant and conversion of the

Series B Preferred Shares within fifteen (15) days (the “Filing Deadline”) of the closing date of the Series B Offering (the

“Closing Date”).

The Company shall use its best efforts to cause the registration statement to become effective within thirty

(30) days after the Closing Date (or sixty (60) days if the SEC reviews the registration statement).

in connection with any “at the market” offerings conducted by the Company during the 180-day period following the Closing

Date, the Purchaser has the right to require the Company to apply an amount equal to 25% of the net proceeds to redeem the Series B Preferred

Shares at the Redemption Price.

May 31, 2026, 408,421 shares of the issued Series B Preferred were outstanding and classified as mezzanine shares outside of permanent

equity, which if converted as of May 31, 2026, would have resulted in the issuance of 411,689 shares of common stock.

E Convertible Preferred Stock

12 unchanged sentences

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

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

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

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, par value $ 0.001 per share.

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,

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

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 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.

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

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

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 Preferred, par value $ 0.001 per share.

On February 25, 2025, the Company filed an amendment to the Initial

Series I Certificate of Designation (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 Series I Preferred to 692,945 shares.

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

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

J Nonvoting Convertible Preferred Stock

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 Preferred, par value $ 0.001 per share.

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

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

K Nonvoting Convertible Preferred Stock

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 Preferred, par value $ 0.001 per share.

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

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

L Nonvoting Convertible Preferred Stock

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 Preferred, par value $ 0.001 per share.

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.

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

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

M Nonvoting Convertible Preferred Stock

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 Preferred, par value $ 0.001 per share.

November 19, 2025 all 133,278 shares of Series M Preferred were converted to common shares on a one-for-one basis, and as of November

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

N Nonvoting Convertible Preferred Stock

January 30, 2025, the Company filed a Certificate of Designation of Series N Convertible Preferred Stock (the “Series N Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 500,000 shares of the Company’s preferred

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

November 19, 2025 all 500,000 shares of Series N Preferred were converted to common shares on a one-for-one basis, and as of November

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

O Nonvoting Convertible Preferred Stock

February 6, 2025, the Company filed a Certificate of Designation of Series O Nonvoting Convertible Preferred Stock (the “Series

O Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 451,614 shares of the Company’s

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

November 19, 2025 all 443,549 shares of Series O Preferred were converted to common shares on a one-for-one basis, and as of November

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

P Nonvoting Convertible Preferred Stock

February 25, 2025, the Company filed a Certificate of Designation of Series P Nonvoting Convertible Preferred Stock (the “Series

P Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 343,750 shares of the Company’s

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

November 19, 2025 all 343,750 shares of Series P Preferred were converted to common shares on a one-for-one basis, and as of November

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

Q Nonvoting Convertible Preferred Stock

September 12, 2025, the Company filed a Certificate of Designation of Series Q Convertible Preferred Stock (the “Series Q Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 200,000 shares of the Company’s preferred

stock as Series Q Convertible Preferred Stock, par value $ 0.001 per share.

September 10, 2025, the Company entered into securities purchase agreements (each a “Series Q Purchase Agreement”) with Jimmy

Byrd and Andy Kaplan, two of our independent directors, pursuant to which the Company issued and sold 50,000 and 31,250 restricted shares,

respectively, of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the “Series Q Offering”)

at a purchase price of $ 3.20 per share.

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

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

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

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

Kircher converted $ 109,514 of outstanding principal plus

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

November 19, 2025 all 129,053 shares of Series Q Preferred were converted to common shares on a one-for-one basis, and as of November

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

of the Series J, K, L, M, N, O, P and Q Offerings included conversion or exercise limitations which provided that the Company shall not

issue or sell any shares of Common Stock pursuant to the conversions of preferred stock to the extent that after giving effect thereto,

the aggregate number of shares of Common Stock that would be issued would exceed 19.99% of the shares of Common Stock outstanding on

the date of each such Offering (which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common

Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated

by each such separate Offering under applicable rules of the Nasdaq Capital Market) (the “Exchange Cap”) unless and until

the Company elects to solicit stockholder approval of the issuance of Common Stock as contemplated by the Purchase Agreements and the

stockholders of the Company have in fact approved such issuance in accordance with the applicable rules and regulations of the Nasdaq

Capital Market.

Such stockholder approval was obtained at the Company’s Annual Shareholder Meeting held on November 14, 2025, resulting

in the automatic conversion of all outstanding shares of the Series J, K, L, M, N, O, P, and Q preferred.

May 31, 2026, 316 shares of Series E Preferred were outstanding, which if converted as of May 31, 2026, including the make-whole dividends,

would have resulted in the issuance of 3,623 shares of common stock.

December 28, 2023, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the adoption of the

1 unchanged sentence

7,000,000 shares of common stock have been reserved for issuance under

the 2023 Plan, and as of November 30, 2025, 6,193,750 shares are available for future issuance.

the 2023 Plan, and as of May 31, 2026, 5,466,374 shares are available for future issuance.

Company’s 2013 Equity Incentive Plan expired on March 15, 2023.

As such, there were no shares of common stock reserved for future

issuance thereunder as of November 30, 2025.

issuance thereunder as of May 31, 2026.

March 26, 2025, under the terms of the 2013 Equity Incentive Plan, all outstanding options terminated upon the change in control effected

by the issuance of Contingent Shares pursuant to the Exchange Agreement entered into in connection with the NextTrip Acquisition.

the three months ended November 2025 and 2024, the Company did not issue any stock options.

During the nine months ended November 30,

2025 and 2024, the Company granted and issued stock options to purchase an aggregate of 806,250 and 0 , respectively, shares of common

stock under the 2023 Plan.

the three months ended May 31, 2026 and 2025, the Company granted and issued stock options to purchase an aggregate of 200,000 and 556,250

shares of common stock, respectively, under the 2023 Plan.

Company generally grants stock options to employees, consultants, and directors at exercise prices equal to the fair market value of

5 unchanged sentences

each stock option award.

stock-based compensation expense included in the statements of operations for the three months ended November 30, 2025 and 2024 was $ 0

and $ 6,227 , respectively, and for the nine months ended November 30, 2025 and 2024 was $ 138,325 and $ 36,463 respectively, all of which

is related to stock options.

stock-based compensation expense included in the statements of operations for the three months ended May 31, 2026 and 2025 was $( 13,660 )

related to a common share issuance and $ 138,325 related to stock options, respectively.

fair value of stock-based awards was estimated using the Black-Scholes model with the following weighted average assumptions for the

nine months ended November 30, 2025.

There were no grants issued during the three months ended November 30, 2024:

three months ended May 31, 2026 and May 31, 2025.

Schedule of Share Based Payments Award Stock Options Valuation Assumptions

5 unchanged sentences

Expected life (in years)

activity for the nine months ended November 30, 2025 and the year ended February 28, 2025 was as follows:

activity for the three months ended May 31, 2026 and the year ended February 28, 2026 was as follows:

Schedule of Stock Option Activity

3 unchanged sentences

Forfeited or cancelled

Options outstanding November 30, 2025

Options expected to vest in the future as of

November 30, 2025

Options exercisable at November 30, 2025

Options vested, exercisable,

and options expected to vest at November 30, 2025

Options outstanding May 31, 2026

Options expected to vest in the future as of May 31, 2026

Options exercisable at May 31, 2026

Options vested, exercisable, and options expected to vest at May 31, 2026

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of

our common stock for those awards that have an exercise price below the market price of our common stock.

At November 30, 2025, 381,250

options had an exercise price below the $ 3.72 closing price of our common stock as reported on The Nasdaq Capital Market.

November 30, 2025, there was no unrecognized stock-based compensation expense related to unvested stock options.

At May 31, 2026, no options

had an exercise price below the $ 2.18 closing price of our common stock as reported on The Nasdaq Capital Market.

May 31, 2026, there was $ 358,973 unrecognized stock-based compensation expense related to unvested stock options.

Appreciation Rights

21 unchanged sentences

NextTrip Acquisition.

Company did not grant any SARs during the nine months ended November 30, 2025 or November 30, 2024.

Company did not grant any SARs during the three months ended May 31, 2026 or May 31, 2025.

Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the vesting period for each

1 unchanged sentence

any changes in fair value are reflected in the Statement of Operations as of the applicable reporting date.

activity for the nine months ended November 30, 2025 and the year ended February 28, 2025 was as follows:

activity for the three months ended May 31, 2026 and the year ended February 28, 2026 was as follows:

Schedule of Stock Option Activity

1 unchanged sentence

Forfeited or cancelled

SARs outstanding at February 28, 2025

SARs outstanding at

February 28, 2026

Forfeited or cancelled

SARs outstanding November 30, 2025

SARs expected to vest in the future as of November

SARs exercisable at November 30, 2025

SARs outstanding

SARs expected to vest in the future as of

SARs exercisable at

SARs vested, exercisable,

and SARs expected to vest at November 30, 2025

and SARs expected to vest at May 31, 2026

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of

our common stock for those awards that have an exercise price below the market price of our common stock.

At November 30, 2025, no SARs

had an exercise price below the $ 3.72 closing price of our common stock as reported on The Nasdaq Capital Market.

November 30, 2025, there was no unrecognized stock-based compensation expense related to unvested SARs.

fair value of warrants issued during the nine months ended November 30, 2025 was estimated using the Black-Scholes model with the following

There were 196,774 warrants issued for the nine months ended November 30, 2024:

At May 31, 2026, no SARs had

an exercise price below the $ 2.18 closing price of our common stock as reported on The Nasdaq Capital Market.

May 31, 2026, there was no unrecognized stock-based compensation expense related to unvested SARs.

fair value of warrants issued during the three months ended May 31, 2026 was estimated using the Black-Scholes model with the following

Schedule of Share Based Payments Award Stock Options Valuation Assumptions

1 unchanged sentence

Risk-free interest rate

3.54 %- 3.83 %

Expected volatility

117.3 %- 119.4 %

156.4 %- 160.5 %

Expected life (in years)

activity for the nine months ended November 30, 2025 and the year ended February 28, 2025 was as follows:

activity for the three months ended May 31, 2026 and the year ended February 28, 2026 was as follows:

Schedule of Warranty Activity

1 unchanged sentence

Forfeited or cancelled

Warrants outstanding at February 28, 2025

Warrants outstanding

at February 28, 2026

Forfeited or cancelled

Warrants outstanding at November 30, 2025

Warrants outstanding

at May 31, 2026

15 – Segment Information

4 unchanged sentences

Our CODM is our Chief Executive Officer.

response to acquisitions and expanded business activities, during the third quarter of Fiscal 2026, our CODM 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 2026, we report our financial performance based on our new segments:

Our Travel segment provides travelers with a full range of travel services through its NXT2.0 booking engine,

which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking.

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.

our media brands—TravelMagazine.com and JOURNY.tv—as strategic tools to generate travel bookings by integrating content,

marketing, and booking technology as well as to generate advertising revenues for third-party content.

Additional information regarding

our operating segments can be found in the overview section of Item 2 of this Quarterly Report, entitled “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” Prior periods disclosed below have been recast to conform

to these newly identified segments.

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.

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”.

Our Travel segment provides travelers with a full range of travel services through its

NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning

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, (including GoUSA 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—TravelMagazine.com and JOURNY.tv—as strategic tools

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

third-party content.

Additional information regarding our operating segments can be found in the overview section of Item 2 of

this Quarterly Report, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

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

primary operating metric is Operating Income (Loss).

20 unchanged sentences

in our segment reconciliation below.

following tables present our segment information for the three and nine months ended November 30, 2025 and 2024.

As a significant portion

of our property and equipment is not allocated to our operating segments and depreciation and amortization is not included in our segment

measure, we do not report the assets by segment as it would not be meaningful.

We do not regularly provide such information to our chief

operating decision maker.

following tables present our segment information for the three months ended May 31, 2026.

As a significant portion of our property and

equipment is not allocated to our operating segments and depreciation and amortization is not included in our segment measure, we do

not report the assets by segment as it would not be meaningful.

We do not regularly provide such information to our chief operating decision

of our revenues are attributed to customers located in the United States;

1 unchanged sentence

of Segment Information

Months Ended November 30, 2025

Cost of revenue (exclusive

of depreciation and amortization, shown separately below)

Gross profit (loss)

Operating Expenses:

Salaries and benefits

Stock based compensation

General and administrative

Sales and marketing

Professional service fees

Organization costs

Depreciation and amortization

Total Operating Expenses

Operating Loss

$ ( 466,889 )

$ ( 236,859 )

$ ( 2,381,034 )

$ ( 3,084,782 )

Other Income (Expense)

Gain (Loss) on derivative

Gain (Loss) on extinguishment

income (expense), net

Total Other Income (Expense)

Net income (loss) from continuing operations

( 3,275,566 )

Provision for income taxes

Net income (loss) from continuing operations

before share of net income (loss) in equity method investee

( 3,275,566 )

Share of net income (loss)

of equity method investee

Net gain (loss) from continuing operations

( 3,275,566 )

Net gain (loss) from discontinued

operations, net of taxes

Net income (loss)

Months Ended May 31, 2026

Cost of revenue (exclusive of depreciation

and amortization, shown separately below)

( 1,243,636 )

Preferred dividends

Net Income (Loss) Applicable

to Common Stockholders

( 1,243,636 )

Months Ended November 30, 2024

Cost of revenue (exclusive

of depreciation and amortization, shown separately below)

Gross profit (loss)

7 unchanged sentences

Depreciation and amortization

Provision for credit losses

Other expenses

4 unchanged sentences

$ ( 2,072,792 )

$ ( 2,913,753 )

Other Income (Expense)

Gain (Loss) on derivative liability

Gain (Loss) on extinguishment of liability

Gain (Loss) on extinguishment

Gain on derivative liability

Interest income (expense),

Total Other Income (Expense)

Net income (loss) from continuing operations

Net loss before provision for income taxes

( 3,125,469 )

Provision for income taxes

Net income (loss) from continuing operations

before share of net income (loss) in equity method investee

( 2,009,829 )

Share of net income (loss)

of equity method investee

Net gain (loss) from continuing operations

Net income loss before share of net income

(loss) in equity method investee

( 3,125,469 )

Net gain (loss) from discontinued

operations, net of taxes

Net income (loss)

Share of net income (loss) of equity method

( 3,125,469 )

Preferred dividends

Net Income (Loss) Applicable

to Common Stockholders

Net Loss Applicable to Common Stockholders

$ ( 3,145,160 )

Media segment did not exist in fiscal year 2025 and therefore it is not practical or meaningful

to recast results of operations.

Nine Months Ended November 30, 2025

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

Months Ended May 31, 2025

Cost of revenue (exclusive of depreciation

and amortization, shown separately below)

Gross profit (loss)

16 unchanged sentences

Other Income (Expense)

Gain (Loss) on derivative liability

Gain (Loss) on extinguishment of liability

Interest income (expense), net

Total Other Income (Expense)

Net income (loss) from continuing operations before taxes

( 10,619,646 )

Provision for income taxes

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

( 10,619,646 )

Share of net income (loss) of equity method investee

Net gain (loss) from continuing operations

( 10,630,953 )

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

Net income (loss)

( 10,630,953 )

Preferred dividends

Net Income (Loss) Applicable to Common Stockholders

$ ( 10,889,368 )

Nine Months Ended November 30, 2024

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

Gross profit (loss)

Operating Expenses:

Salaries and benefits

Stock based compensation

General and administrative

Sales and marketing

Professional service fees

Organization costs

Depreciation and amortization

Other expenses

Total Operating Expenses

Operating Loss

$ ( 1,354,841 )

$ ( 3,840,380 )

$ ( 5,195,221 )

Other Income (Expense)

Gain (Loss) on derivative liability

Gain (Loss) on extinguishment of liability

Interest income (expense), net

Gain (Loss) on extinguishment

Gain on derivative liability

Interest income (expense),

Total Other Income (Expense)

Net income (loss) from continuing operations before taxes

Net loss before provision for income taxes

( 4,445,925 )

Provision for income taxes

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

( 5,530,975 )

Share of net income (loss) of equity method investee

Net gain (loss) from continuing operations

Net loss before share of net income (loss)

in equity method investee

( 4,445,925 )

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

Net income (loss)

Share of net income (loss) of equity method

( 4,457,232 )

2 unchanged sentences

$ ( 4,521,695 )

The Media segment did not exist in fiscal year 2025 and therefore

it is not practical or meaningful to recast results of operations.

There were no intersegment revenues during the

three months ended May 31, 2026 or May 31, 2025;

all revenues presented are from external customers.

The significant expense categories

presented above for each reportable segment reconcile in full to each segment’s measure of Operating Income (Loss);

there were no other segment items (as described in ASC 280-10-50-26A) for the three months ended May 31, 2026 or May 31, 2025.

expenses” line presented within each segment comprises insurance, bank and payment-processing fees, and other individually immaterial

operating costs.

16 - Subsequent Events

Company’s management has evaluated subsequent events after the balance sheet dated as of November 30, 2025 through January 15,

2026, the date of this report.

December 19, 2025, the Company entered into securities purchase agreements with two private investors pursuant to which the Company sold

and issued 100,000 restricted shares of newly designates Series A Convertible Preferred Stock of the Company at a purchase price of $ 3.00

per share, together with a warrant to purchase up to 50,000 shares of Common Stock at an exercise price of $ 3.00 per share, resulting

in gross proceeds to the Company of $ 300,000 .

The warrant may be exercised beginning six months from the issue date (the “Initial

Exercise Date”) and may be exercised on a cashless basis.

The warrant has a term of three years from the Initial Exercise Date.

December 22, 2025, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to

issue and sell, in a private placement 1,000,000 shares of the Company’s Common Stock, and common stock warrants (the “Warrants”)

to purchase 1,000,000 shares of Common Stock (the “Offering”).

The Warrants have an exercise price of $ 3.43 per share, will

be exercisable six months from the date of issuance, and will have a term of four years from the initial exercise date.

resulted in gross proceeds of $ 3,000,000 before deducting the placement agent’s fees and related offering expenses.

closed on December 23, 2025.

conjunction with the Purchase Agreement, the Company entered into the following agreements on December 23, 2025, which agreements were

entered into to ensure that the Company satisfies all listing requirements of the Nasdaq Capital Market (“Nasdaq”):

amendment to a common stock warrant issued to Denis Suggs for 35,000 shares on October 28, 2025, (b) an amendment to a common stock warrant

issued to KC Global Media Asia LLC (“KCGM”) for 16,700 shares on November 4, 2025, (c) an amendment to a common stock warrant

issued to Charcoal Investments Ltd.

for 166,667 shares on November 21, 2025, and (d) a share cancellation agreement entered into with

KCGM (the “Share Cancellation Agreement”).

Each of the amendments to the warrants were entered into to make the following

(i) extend the initial exercise date to six months from the date of the amendments, or June 23, 2025, (ii) increase the exercise

price of the warrants, and (iii) and extending the expiration date of each of the warrants for one year beyond the original expiration

In addition, the Company and KCGM entered into the Share Cancellation Agreement whereby KCGM agreed to cancel 75,000 shares of

common stock that were issued to KCGM pursuant to a securities purchase agreement entered into between the Company and KCGM on July 17,

KCGM is receiving instead a pre-funded warrant for the issuance of 75,000 shares of common stock (“Pre-Funded Warrant”),

which Pre-Funded Warrant may not be exercised unless and until the Company has received shareholder approval such that the shares issuable

under the Pre-Funded Warrant will be in compliance with the listing requirements of Nasdaq.

December 30, 2025, the Company repaid the Alumni Note in full, including accrued and additional interest thereon.

The Note had a principal

amount of $ 360,000 with an OID of $ 60,000 and guaranteed interest on the principal amount of ten percent ( 10 %) per annum which was due

and payable on November 20, 2025 .

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

of $ 10,000 .

The payment to Alumni totaled $ 377,500 .

December 30, 2025, the Company repaid the SIS II Note in full.

The note bore guaranteed interest of 15 %, or $ 33,000 , which was paid in

full on the issue date by the issuance of 10,927 shares of the Company’s Series K Preferred, such shares being converted to common

shares on a one-for-one basis on November 19, 2025, subsequent to shareholder approval to convert such preferred shares.

to SIS II totaled $ 220,000 .

Company’s management has evaluated subsequent events after the balance sheet dated as of May 31, 2026 through July 15, 2026, the

date of this report.

Commerce Inc.

Purchase Agreement

June 10, 2026 (the “Effective Date”), NextTrip, Inc.

(the “Company”) entered into a Stock Purchase Agreement

(the “Purchase Agreement”) with Yada Commerce Inc (“Yada”) and High Class Holdings LLC and Carbon Capital Corp,

the shareholders of Yada (collectively, the “Founding Shareholders”) pursuant to which, subject to the terms and conditions

set forth in the Purchase Agreement, the Company purchased from the Founding Shareholders 51 % of the outstanding shares of Yada (the

“Yada Shares”).

aggregate consideration under the Purchase Agreement is 50,000 restricted shares of the Company (the “Company Shares”).

Company granted to the Founding Shareholders piggyback registration rights subject to cut backs required under Rule 415 and at the request

of investors, placement agents and underwriters.

The Purchase Agreement contains customary representations and indemnification provisions.

The Purchase Agreement also contains provisions regarding the post-closing governance of Yada including a provision requiring the parties

to vote their shares of Yada to elect a five member board of directors, two of whom will be designated by the Founding Shareholders,

two of whom will be designated by the Company, with the fifth member to be appointed by the board of directors.

The Purchase Agreement

also provides for a first right of refusal in favor of the Company regarding any future sale by the Founding Shareholders of their shares

and Earnout Agreement .

with the entering into of the Purchase Agreement, the Company entered into a Cooperation and Earnout Agreement (the “Earnout Agreement”)

with Yada regarding the post-closing operations of Yada, the role of the Company, and the compensation arrangement for the Founding Shareholders.

The Earnout Agreement has a three-year term from the Effective Date (the “Term”).

Under the Earnout Agreement, the Parties

acknowledge that, notwithstanding the Company’s controlling interest in Yada, the Founding Shareholders will retain full operational

control over Yada’s day-to-day business affairs, subject to the oversight of Yada’s board of directors, and the rights, duties

and obligations of Yada’s officers, directors and shareholders under Yada’s organizational documents and applicable law.

The Earnout Agreement grants to the Company certain roles including serving as Yada’s exclusive preferred travel provider, the

first right of refusal to match any bona fide third-party proposal with respect to travel service offered through Yada channels, the

processing by the Company of travel bookings generated through Yada channels, the exclusive right to offer travel gift cards through

Yada channels, and the exclusive booking rights for music artist promotional events.

The Earnout Agreement also sets forth the sharing

of Net Profits between the Company and the Founding Shareholders from activities enumerated in the Earnout Agreement.

The Earnout Agreement

further provides as inducement compensation for the Founding Shareholders the establishment of an earnout pool consisting of an aggregate

of 225,000 restricted shares of the Company’s common stock and warrants to purchase up to 225,000 common shares with a three-year

term at an exercise price of $ 2.75 to be awarded over the Term pursuant to the terms of the Earnout Agreement on the basis of one share

of Company common stock and one warrant for each $ 2.75 of the Company’s share of the aggregate net profits generated from the activities

described in the Earnout Agreement.

Party Promissory Note

Monaco Insurance Trust (the “Trust”) promissory note has been amended to increase the principal amount and extend

the maturity date, as follows:

On June 3, 2026 the Company and the Trust (the “Parties”) entered into the Sixth Amendment

extending the maturity date to June 30, 2026 ;

on June 8, 2026 the Parties entered into the Seventh Amendment increasing the principal

balance to $ 700,000 , and on June 30, 2026 the Parties entered into the Eighth Amendment increasing the principal balance to $ 950,000

and extending the maturity date to July 15, 2026 , as described in Note 12.

Other terms of the Monaco Trust Note remained unchanged under each amendment.

the date of this Quarterly Report, $ 950,000 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.

Trust Note, including each amendment, was approved by the Audit Committee of the Board and the full Board, including the independent

members thereof.

Party Line of Credit

July 13, 2026, the Company and Monaco Investment Partners II, executed an amendment to the Company’s line of credit extending the

maturity date from May 31, 2027 to May 31, 2028 , as described in Note 12.

Party Equity Investment

June 18, 2026, David Jiang, a director, purchased 18,200 shares of common stock in a private placement at $ 2.75 per share resulting in

gross proceeds of $ 50,050 .

Pursuant to the Securities Purchase Agreement, we issued a warrant to Mr.

Jiang to purchase up to 18,200 shares

of common stock at an exercise price of $ 2.75 .

The warrant expires on June 18, 2029 .

Term Promissory Notes

June 9, 2026, we sold a short-term promissory note to a private investor for $ 100,000 .

In connection with the note, we issued the investor

a three-year warrant to purchase up to 25,000 shares of common stock at an exercise price of $ 2.75 per share.

The maturity date of the

note is August 8, 2026 , and may be prepaid at any time without penalty.

July 1, 2026, the Company entered into a short-term loan agreement with OnDeck for a principal amount of $ 275,000 .

The loan is repayable

in eighteen monthly installments of $ 20,533 for a total repayment amount of $ 369,600 .

The origination fee was $ 6,875 and the total interest

expense is $ 94,600 for a total loan cost of $ 101,475 .

June 16, 2026, a private investor exercised a warrant to purchase 8,278 shares of common stock at $ 3.02 per share, resulting in gross

proceeds of $ 25,000 .

TA Pipeline Arbitration

As described in Note 13 - Commitments

and Contingencies, as of May 31, 2026, the Company and the former TA Members were engaged in discussions to resolve the dispute concerning

the Put Option.

The parties most recent communication occurred on June 17, 2026, and did not result in a resolution.

On July 14, 2026,

subsequent to the end of the period covered by this report, the Company received a Demand for Arbitration filed with the American Arbitration

Association (the “AAA”) under its Commercial Arbitration Rules by Luis Barberi, Mitch Toren, and Ashish Tembe, the former

TA Members (collectively, the “Claimants”), naming the Company as respondent.

In the accompanying Statement of Claim, the Claimants

assert a single count for breach of contract, alleging that the Company failed to honor its obligation under Section 7.5(a)(i) of the

TA MIPA to repurchase all 96,774 TA Closing Shares at the Base Price of $3.10 per share following the Claimants' exercise notice delivered

on February 24, 2026.

The Claimants seek damages of not less than $299,999.40 (96,774 shares at the $3.10 Base Price), together with attorneys'

fees, pre-judgment and post-judgment interest, and arbitration costs.

The arbitration is to be conducted in Las Vegas, Nevada, and the

Claimants have requested that the matter be placed on an expedited track.

The Company believes the former TA Members are in

breach of their obligations under the TA MIPA, believes it has meritorious defenses, and intends to vigorously defend against the claims

and to assert any available counterclaims relating to the TA Members' alleged breach.

The arbitration remains in its earliest stage, and

the Company is unable at this time to predict its outcome or to reasonably estimate the amount or range of any possible loss.

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 interest, attorneys' fees, costs, and any Top-Up Shares that could be issuable.

96,774 TA Closing Shares continue to be classified as mezzanine equity at their carrying value of $387,000.

No liability has been recorded

with respect to the Put Option or the arbitration, and no adjustment to the carrying value of the TA Closing Shares has been made, because

the Company has concluded that a loss is not probable and reasonably estimable as of the date of this report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements