What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-15 compared with 2026-01-14 · 873 added, 728 removed, 318 unchanged (83% of the section changed)

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Forward-looking

Quarterly Report on Form 10-Q for the quarter ended November 30, 2025 (this “Quarterly Report”) contains “Forward-Looking

Quarterly Report on Form 10-Q for the quarter ended May 31, 2026 (this “Quarterly Report”) contains “Forward-Looking

Statements.” All statements other than statements of historical fact are “Forward-Looking Statements” including but

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to “NextTrip, Inc.”

principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our telephone number is (954) 526-9688.

principal executive offices are located at 1560 Sawgrass Corporate Parkway, Suite 400, Sunrise Florida 33323, and our telephone number is (954) 526-9688.

Our website address is www.nexttrip.com .

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Our proprietary booking engine, branded as NextTrip 2.0, provides travel distributors access to a sizeable

Company owns 50% of Next Innovation LLC, a Joint Venture (“Next Innovation”), which is dormant.

No activities nor operations

occurred through Next Innovation in fiscal years 2024 or 2025 for this entity, and the Company does not have control of Next Innovation

and therefore no minority interest was recorded.

October 12, 2023, the Company (then known as Sigma) entered into a Share Exchange Agreement (the “Exchange Agreement”) with

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Recognition – The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers,

identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance

identifying performance obligations in the contracts, determining transaction price, allocating transaction price to the performance

obligation and recognizing revenue when the performance obligation is satisfied.

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limited to, the following:

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

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

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

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The fair value of these investments is disclosed when it is practicable to determine.

Note Receivable

to the terms of the Promissory Note (the “NextPlay Note”) between NTH and NextPlay Technologies, Inc.

(“NextPlay”),

the NextPlay Note was due and payable in full on the earlier of September 1, 2023 or the date the Company completed a financing of $10

million or more.

No payments have been made by NextPlay, and as such NextPlay is in default under the terms of the NextPlay Note.

January 27, 2025, as creditors of NextPlay, Donald P.

Monaco, the Company’s Chairman, William Kerby, the Company’s Chief

Executive Officer, and Ian Sharpe, the Chief Operating Officer of the Company’s Media division, filed a petition to force NextPlay

into involuntary bankruptcy as a result of unpaid fees.

The proceedings are ongoing and the outcome at this time is uncertain and cannot

be predicted.

As a result, management has determined that the collectability of the NextPlay Note is uncertain and has therefore established

an allowance for credit losses for the entire balance of $2,567,665.

Value Measurements

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

Development Costs

Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application

in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or

Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility.

The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment

by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software

and hardware technologies.

Amortization of the capitalized software development costs begins when the product is available for general

release to customers.

Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of

of Intangible Assets

accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable

intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors it considers

important, which could trigger an impairment review include the following:

Significant underperformance compared to historical or projected future operating results;

Significant changes in the manner or use of the acquired assets or the strategy for the overall business;

Significant negative industry or economic trends.

the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more

of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows,

the Company records an impairment charge.

The Company measures any impairment based on a projected discounted cash flow method using

a discount rate determined by management to be commensurate with the risk inherent to the current business model.

Significant management

judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

Intangible assets that have

finite useful lives are amortized over their useful lives.

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

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

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

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

Travel and Media.

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

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

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

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

We leverage our media brands as strategic

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

from third-party content.

Our Media segment consists of JOURNY.tv, (our owned global travel media network, into which we are integrating the GoUSA TV content

library and distribution assets acquired from Brand USA in February 2026), our joint venture with KC Global Media for international expansion

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

combined JOURNY.tv and GoUSA TV assets to support media distribution reaching approximately 250 million viewers globally in 2026 across

FAST, OTT, connected TV, mobile, and digital platforms.

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

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maintain comparability.

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

group and business travelers to the world.

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

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

planning and booking.

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

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

our platform through specialty features, including specialized widgets for groups (the “Groups Platform”) and travel agents

(the “Travel Agent Platform”), as well as PayDlay, a delayed payment booking option.

Complementing our booking engine are

our media properties, including JOURNY.tv and Travel Magazine, which provide destination content that we believe will drive high-intention

traffic into our booking funnel and, over time, constitute a separate high-margin advertising revenue stream.

As part of streamlining

our media assets, we merged Compass.tv into JOURNY.tv in July 2025 to create a unified offering of both FAST (Free Ad-Supported Streaming

Television) and VOD (Video on Demand) assets.

integrating our media properties with our travel booking platform, our objective is to build a next-generation travel solution for consumers,

allowing them to better research and explore desired travel destinations.

To accomplish this, we have and will be using content from

ours and others’ media platforms featuring travel videos, blogs and articles along with access to curated travel products from

our strategic partnerships, all supported by our technology and call center agents.

Upon full integration of our travel and media platforms,

we believe our offers will both inspire and empower consumers to make informed choices when booking.

This contrasts with the existing

online travel agency (“OTA”) model that focuses on volume bookings with little to no service support.

(the “Company,” “NextTrip,” “we,” “us” and “our”) is a technology-forward

travel and media company operating at the intersection of premium content and travel commerce.

We believe the travel industry is undergoing

a structural shift toward video-led discovery, personalized planning, and seamless booking experiences, where consumers increasingly

move from inspiration to transaction within connected digital environments.

Our strategy is designed to capture this shift.

combines premium travel content, global audience reach, proprietary booking technology, and concierge-supported travel services into

a unified ecosystem designed to guide consumers across the full travel journey—from inspiration and discovery to planning, booking,

and servicing.

market our travel services through several core brands, including NextTrip Vacations (direct-to-consumer leisure travel), Five Star Alliance

(luxury hotel and cruise bookings), and TA Pipeline (groups travel).

Our specialty platforms include PayDlay (a deferred payment booking

option), the Groups Platform (for destination weddings, conferences, and conventions), and the Travel Agent Platform.

Our Media segment

properties—JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine—provide

destination content designed to drive high-intention traffic into our Travel segment booking platforms and generate independent advertising

Through our recent acquisition of YADA Commerce, Inc., we gained a strategic creator-commerce platform capable of driving audience

acquisition, creator engagement, entertainment experiences, and travel transactions across the broader NextTrip ecosystem.

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

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

and future product development.

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

Scale and Going Concern

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

independent public accounting firm filed with our Annual Report on Form 10-K for our the fiscal year ended February 28, 2025 contains

a going concern qualification.

independent public accounting firm filed with our Annual Report on Form 10-K for the fiscal year ended February 28, 2026 contains a going

concern qualification.

expect to continue to incur net losses and negative cash flows from operations for the foreseeable future as we invest in technology

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and will require significant additional capital to execute our business model.

Integrated Content-to-Commerce Platform

platform is designed to connect four core elements into a seamless pathway from discovery to confirmed booking:

and Inspiration – travel programming, editorial content, and long and short-form destination storytelling across our Media segment

platforms, including JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine.

and Planning – editorial content, Agentic AI-powered personalization tools, and search capabilities designed to guide travel decisions

and connect audience engagement with booking intent, including through Travel Magazine Pro in our Travel segment.

and Commerce – direct transaction capabilities through the NXT2.0 platform and affiliated booking platforms within our Travel segment,

supporting a broad range of travel categories including leisure, luxury, cruise, group, and business travel.

and Support – concierge and call center infrastructure supporting higher-value travel experiences and complex booking needs across

our Travel segment.

integrated approach is intended to create a seamless pathway we describe as “Watch.

Go.”, enabling consumers

to move from inspiration through our Media segment directly to booking discounted packages mirroring the watched Travel segment.

this model reduces customer acquisition costs over time by leveraging owned media audiences while also generating independent advertising

revenue from our Media segment.

operate and report our business in two segments:

(1) Travel and (2) Media.

Travel segment encompasses our travel booking and commerce operations.

This segment includes our proprietary NXT2.0 booking platform

and all booking-oriented brands and products:

NextTrip Vacations, Five Star Alliance, TA Pipeline, JournyGO, and Travel Magazine Pro™.

The Travel segment generates revenue primarily through commissions, markups, and service fees on travel bookings, as well as advisor-driven

commissions and attribution-based fees through Travel Magazine Pro™.

– Core Booking Platform

the core of our Travel segment is our proprietary NXT2.0 travel booking engine, which powers several websites, including nexttrip.com

and fivestaralliance.com, as well as our Groups Platform and Travel Agent Platform.

NXT2.0 supports direct-to-consumer and advisor-assisted

booking across leisure, luxury, cruise, group, and business travel verticals.

We serve both leisure and business travelers by offering

access to travel blogs, videos, and concierge assistance to aid in planning travel, coupled with our booking platform for the direct

purchase of flights, hotels, vacation homes, cruises, tours, and other travel products.

Star Alliance

Star Alliance is a premier luxury travel agency and a wholly owned subsidiary of the Company, acquired in April 2025.

Founded in 2004,

Five Star Alliance offers a curated collection of over 5,000 five-star and luxury hotels and resorts worldwide, with an industry-leading

4.9-star Trustpilot rating and over 400,000 monthly site visitors.

Five Star Alliance offers personalized recommendations, high-end travel

solutions, a proprietary booking engine, and established relationships with premium travel providers, and generates revenue primarily

through commission-based bookings.

See “Recent Developments - Acquisition of Five Star Alliance.”

Pipeline is a premier group travel and Meetings, Incentives, Conferences and Exhibitions (“MICE”) platform and a wholly owned

subsidiary of the Company, acquired in August 2025.

TA Pipeline has established itself as a leading group-travel agency platform with

deep expertise in delivering end-to-end solutions for conferences, conventions, destination weddings, and affinity groups, often servicing

groups ranging from 50 to 5,000 travelers.

TA Pipeline has strong relationships with suppliers, planners, and affinity partners, and

its integration into the NXT2.0 ecosystem and PayDlay financing tool is designed to enhance conversion rates and drive incremental travel

See “Recent Developments - Acquisition of TA Pipeline.”

March 31, 2026, the Company launched JournyGO, our next-generation, agentic AI-powered consumer engagement and booking ecosystem.

is the commercial activation layer of our content-to-commerce strategy and is reported within our Travel segment because its primary

function is to convert viewer engagement into confirmed travel bookings.

JournyGO integrates immersive travel video (delivered through

our Media segment’s JOURNY.tv platform), our proprietary Promethean interactive overlay technology, dynamic travel packaging, and

agentic AI assistance, supported by live Travel Specialists when needed to seamlessly move viewers from inspiration to confirmed travel

Promethean platform, licensed on a perpetual basis, enables contextual advertisements and booking calls-to-action to be embedded directly

within streaming video content, allowing users to initiate a booking without leaving the viewing experience.

JournyGO also includes JOURNY

mobile applications for iPhone and Android, as well as dedicated connected TV apps.

Using artificial intelligence, JournyGO is designed

to personalize content recommendations, convert editorial content into video, and enable users to create custom travel channels aligned

with their interests.

See “Recent Developments - Launch of JournyGO.”

Magazine Pro (TravelMagazine.com) is our premium digital editorial, advisor engagement, and travel commerce platform within our Travel

segment, launched as the next evolution of Travel Magazine 2.0.

Travel Magazine Pro is designed to operate as a strategic mid-funnel

bridge between the inspirational audience reach generated by our Media segment and the transaction capabilities of our Travel segment,

helping convert travel interest into measurable booking activity across the NextTrip ecosystem.

platform features destination-focused editorial content, curated travel guides, hotel and resort recommendations, cruise and experiential

travel highlights, travel planning resources, and influencer-driven content intended to engage high-intent leisure travelers during the

consideration and planning phase of the customer journey.

Integrated booking pathways and affiliate links connect users to our travel

platforms and supplier partners, creating a seamless path from inspiration to search and transaction.

Magazine Pro is also being developed to support travel advisors and distribution partners through content-sharing tools, lead attribution

capabilities, and white-label promotional solutions that enable advisors to market premium travel offerings while participating in resulting

booking revenues.

In addition, the platform is expected to include “My Bucket List,” a social travel planning feature that

will allow travelers to build, organize, and share personalized travel wish lists enhanced by booking functionality, destination insights,

and curated recommendations.

generated through Travel Magazine Pro is expected to include affiliate booking commissions, advertising sales, sponsored placements,

premium editorial partnerships, lead generation fees, and advisor-related transaction revenue.

See “Recent Developments—Launch

of Travel Magazine Pro.”

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

segment includes JOURNY.tv (incorporating GoUSA TV content) and Travel Magazine, our editorial travel content platform.

The Media segment

generates revenue primarily through advertising, sponsorships, branded content, and destination marketing programs.

In addition to direct

monetization, the Media segment functions as a demand-generation engine for the Travel segment, enabling NextTrip to engage travel audiences

at scale and reduce reliance on third-party marketing channels.

(Including GoUSA TV Integration)

is our owned global travel media network, providing premium travel programming across free ad-supported streaming television (“FAST”),

over-the-top (“OTT”), connected TV, and digital platforms.

JOURNY.tv had an estimated audience of approximately 17 million

travel enthusiasts at the time of acquisition by NextTrip, and operates through key platform partnerships, including Samsung TV Plus

February 2026, we acquired original content, brand rights, and distribution assets of GoUSA TV from Brand USA (The Corporation for Travel

GoUSA TV is a travel streaming channel, reaching an estimated 200+ million viewers globally across connected TV, mobile,

and digital platforms, including Samsung TV Plus, LG Channels, Plex, Titan OS, and TCL International.

Rather than operating GoUSA TV

as a standalone channel, we are integrating its U.S.-focused travel content library and distribution infrastructure into JOURNY.tv to

enhance scale, content depth, and advertiser relevance.

Combined, JOURNY.tv and GoUSA TV assets are expected to support media distribution

reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected TV, mobile, and digital platforms.

Developments—GoUSA TV Asset Purchase.”

July 2025, we entered into a joint venture with KC Global Media to accelerate the international expansion of JOURNY.tv into India, Southeast

Asia, Africa and Australia/New Zealand, targeting new regional distribution partnerships and advertising opportunities.

Developments—KC Global Media Joint Venture.”

Magazine (TravelMagazine.com) is our editorial travel content platform within our Media segment.

It is an online travel publication that

provides articles, guides, destination inspiration, hotel and restaurant recommendations, and general travel advice.

Its audience includes

both casual vacationers and more seasoned travelers seeking ideas and information for their next trip.

Travel Magazine functions primarily

as a content and audience platform within our Media segment, generating revenue through advertising and sponsored content, while also

directing engaged readers to our owned booking channels, including NextTrip and Five Star Alliance, as well as to select third-party

partners through affiliate relationships.

media team benefits from a range of strategic partners driving advertising revenue potential, including Leap Media Group (over 35 years

of TV advertising and media planning experience), Travel Spike (programmatic and direct travel advertising sales), Magnite (programmatic

advertising), and Blue Fysh Holdings (digital out-of-home media solutions across North America).

See “Recent Developments—Blue

Fysh Share Exchange.”

– Our Integrated Travel Booking Platform

the core of our business is our proprietary, direct-to-consumer NXT2.0 travel booking engine, which has been continually enhanced and

developed through a series of acquisitions of a variety of media and travel assets.

NXT2.0 powers several websites, including our main

leisure site, nexttrip.com, and fivestaralliance.com, our widgets for The Groups and Travel Agent Platforms, as well as providing travel

booking solutions for our media hubs, JOURNY.tv and travelmagazine.com.

We serve both leisure and business travelers by offering them

access to travel blogs, videos and concierge assistance to aid in planning travel, coupled with our proprietary booking platform for

the direct purchase of flights, hotels, vacation homes, cruise, tours, and other travel products.

Our content includes destination guides,

maps and travel tips, designed to help travelers plan memorable trips and book those trips on our travel platform.

of the Platform

to the COVID-19 pandemic, NextTrip (then known as Monaker Group) operated a travel business focused on the sale of vacation rentals and

alternative lodging rentals (“ALRs”) through its proprietary booking engine (NXT1.0).

In June 2022, NextTrip acquired the

Bookit.com booking engine, including its customer database, destination content, source code, and approximately 250 third-party travel

supplier Application Programming Interface (“API”) relationships.

The Bookit.com platform had previously powered a well-established

online leisure travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic).

We launched the NXT2.0 platform

in May 2023 and have since scaled to over four million hotel properties, vacation rental homes, and cruise products globally.

Products and Services

with many OTAs or booking engines in the travel industry, a travel booking platform is the technological foundation of our business.

Our travel-product strategy relies on the NXT2.0 booking engine, whose commercial viability depends on a mix of higher-margin direct

contracts and lower-margin, third-party application program interface (“API”) inventory which broadens the platform’s

Our principal objective is to negotiate fixed-base-pricing agreements that confer pricing control and margin optimization;

contracts permit us to deploy competitively priced promotions while preserving profitability.

Early initiatives have concentrated on

hotel and vacation suppliers, including the April 3, 2025 agreement under which NextTrip became the exclusive booking engine for Intimate

Hotels of Barbados, a consortium of more than 35 independent properties.

flexibility affords us the opportunity to run specials on travel offerings that are highly competitive, but we will require additional

funding to support comprehensive marketing and awareness campaigns to attract new customers.

Until this happens, we are working to target

customers with low dollar marketing campaigns in the leisure travel space, as well as pursuing strategic partnerships and specialized

travel offerings (e.g.

Groups Platform), while maintaining competitiveness within our marketplace through adjustment of pricing.

supplement and scale our proprietary content, we have layered in third-party inventory through API integrations, thereby furnishing users

with comprehensive, one-stop access to more than four million hotels, vacation rentals, cruises, and activity products worldwide.

phase commenced with the acquisition of BookIt.com and associated access to Expedia’s global hotel database and has since expanded

to encompass strategic alliances with Nuitée, Global Distribution Systems, Signature Vacations, and other third-party suppliers.

The Company has also strengthened its luxury and cruise offerings through the acquisition of Five Star Alliance, whose curated portfolio

of over 5,000 five-star properties and 400,000 monthly site visitors, resulting in an industry coveted 4.9-star Trustpilot rating, helps

enhance NextTrip’s technology-driven platform.

Collectively, these integrations are intended to provide the inventory depth necessary

to activate NextTrip’s specialty features, facilitate cross-selling, and establish a scalable foundation for future direct-contract

See “ Recent Developments – Acquisition of Five Star Alliance ” for more details on the transaction.

acquisition of TA Pipeline in November 2025 represents a significant milestone in NextTrip’s expansion of its Groups and MICE (Meetings,

Incentives, Conferences, Exhibitions) vertical, an area with strong growth potential and margin contribution.

TA Pipeline has established

itself as a premier group-travel agency platform with deep expertise in delivering end-to-end solutions for conferences, conventions,

weddings, and affinity groups, often servicing groups ranging from 50 to 5,000 travelers.

Its strong relationships with suppliers, planners,

and affinity partners align seamlessly with NextTrip’s vertically integrated “content-to-commerce” ecosystem, providing:

Customer Base :

The acquisition expands NextTrip’s reach into large group travel organizers, a segment characterized

by high transaction values and repeat business.

& Synergies :

By integrating TA Pipeline’s customer pipeline into NextTrip’s proprietary NXT2.0 booking

technology, PayDlay financing tool, and concierge services, the Company is positioned to enhance conversion rates and drive incremental

travel bookings.

TA’s group and event-based customers will be supported by NextTrip’s media brands (JOURNY.tv, and

Travel Magazine 2.0), creating new marketing opportunities and accelerating NextTrip’s dual revenue model of advertising and

travel bookings.

TA Acquisition exemplifies the Company’s “buy-and-build” strategy of acquiring complementary assets that are accretive

to revenues and synergistic with NextTrip’s broader vision of redefining how consumers and organizations discover, plan, and book

See “ Recent Developments – Acquisition of TA Pipeline ” for more details on the transaction.

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

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

product offering highlights include:

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

and group travel options.

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

expense reporting, concierge services, and 24/7 support.

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

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

travel support.

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

and a portal to support travel agents – the Travel Agent Platform.

Media – Travel Magazine and JOURNY.tv, offering travelers inspiration and information through articles, videos, and immersive

digital experiences.

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

and product offerings on our platform consist chiefly of:

(1) direct contracts, which are negotiated directly with the travel provider

and generally generate higher gross margins;

and (2) third-party API content, which is lower margin but significantly broadens inventory

and supports the integration of specialty products, leading to cross-selling and additional revenue opportunities.

Direct Contract Strategy

initial focus was to negotiate direct connectivity and fixed base pricing contracts with hotels and travel suppliers and to integrate

those products into NXT2.0.

This allows us to set our own pricing and control our margins for leisure and vacation travel products and

negotiate and run co-op marketing.

This flexibility affords us the opportunity to run competitive specials and adjust pricing within

our marketplace.

Inventory Expansion and API Strategy

supplement our higher-margin direct inventory and support our specialty platforms, we have integrated a series of third-party API relationships

Major suppliers include Expedia (worldwide hotel product), Nuitée (hotel and vacation rental homes), Global Distribution

Systems (luxury hotels and activities), and Signature Travel Network via Five Star Alliance (all major cruise lines).

These established

suppliers provide significant additional content and product depth in our booking engine, giving NextTrip comprehensive global leisure

travel inventory coverage.

Product Offerings

Travel segment offerings span leisure, luxury, cruise, group, and business travel.

Key product offerings include:

Vacations – Our core leisure platform, powered by NXT2.0, delivering seamless booking and customizable travel options across

airlines, hotels, cruises, ground activities, and more.

Star Alliance – A luxury travel platform providing access to over 5,000 five-star hotels and resorts worldwide with personalized

concierge services and an industry-leading 4.9-star Trustpilot rating.

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

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

support, launched March 27, 2025.

Pipeline – A premier group travel and MICE platform supporting destination weddings, conferences, conventions, and affinity

group travel for groups ranging from 50 to 5,000 travelers.

Magazine Pro – Our premium digital editorial, advisor engagement, and travel commerce platform designed for travel agencies,

advisors, and agents to compete online and offline.

Platform – A solution for complex travel needs such as conferences, conventions, and destination weddings, with several group

bookings completed within the first 60 days of launch from leads generated by Five Star Alliance.

Platform Features

NXT2.0 travel booking platform at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises and activities.

Additionally, we allow travelers to defer payments on select vacation packages with our proprietary PayDlay program.

PayDlay allows travelers

to purchase travel with a small deposit and make subsequent payments between purchase and the week before travel.

marketplace at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises, and activities.

We allow travelers

to defer payments on select vacation packages with our proprietary PayDlay program, which allows travelers to purchase travel with a

small deposit and make subsequent payments between purchase and the week before travel, with no interest charged.

Registered NextTrip

travelers can manage bookings, receive updates on special offers, and subscribe to newsletters with travel tips and destination highlights.

Security is a priority, with rigorous content screening and Payment Card Industry compliance to safeguard customer information.

further distinguishes itself through exclusive supplier partnerships that yield preferential rates, targeted promotions, and inventory

advantages, while its robust architecture supports complex group bookings—covering conferences, conventions, and destination weddings

via a specialized Groups Platform—and equips over 150 beta-testing professionals with a Travel Agent Platform that streamlines

multi-passenger reservations.

we execute our business model by increasing our inventory base and expanding key partnerships, we plan to launch a series of additional

features designed to benefit its users.

We intend to further integrate our media features with our booking system, bringing together

travel content and itinerary management in one interface.

The “My Journy” personalized travel-planning magazine is intended

to provide editorial features, destination information, and user-specific offers based on analysis of past searches and bookings.

including this content in the booking process, NXT2.0 aims to turn browsing into bookings more efficiently and give suppliers better

opportunities to promote their products.

We also plan to introduce a multi-level rewards program that gives benefits for repeat bookings,

using different channels, and social interactions within the platform.

A planned group chat and sharing feature will let families, friends,

and corporate groups work together on itinerary changes in real time.

These developmental features are designed to encourage customer

loyalty and keep users engaged with NXT2.0.

An AI-powered travel assistant is in development which is intended to provide recommendations,

price alerts and support, offering services usually found in premium travel agencies in a digital format.

Following the initial launch

of the Travel Agent Platform, we are continuing development of new tools for travel agents.

With new product options like cruises, wellness

retreats, and extra experiences, NXT2.0 aims to attract more leisure and business travelers.

These updates are intended to boost user

engagement, speed up bookings, and increase customer value, while giving NextTrip a competitive edge through technology and personalized

Integrated Media Solutions

addition to the key features, robust inventory, and focus on underserved market opportunities like groups and travel agent bookings,

a key differentiator benefiting the growth and development of our NXT2.0 booking engine is our media strategy which, when fully integrated

with NXT2.0, is intended to offer a comprehensive travel and media ecosystem designed to guide and support consumers throughout their

travel experience from inspiration to booking, to travel to sharing the journey on social media.

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.

The strategy includes

generating content marketing and inspiration, integrating booking opportunities into that content and generating feedback from such advertising

data to better target and identify travel interests and intent, which is intended to lead to growing brand trust and authority and future

partnerships and opportunities for sponsored advertising content.

combining engaging travel content with seamless booking technology and targeted marketing, our media brands serve as both inspiration

engines and direct booking channels.

This holistic approach helps capture travelers at every stage of the decision-making process, ultimately

driving more bookings through the NXT2.0 platform and independent advertising revenue.

media brands and partnerships include:

Magazine – TravelMagazine.com is our media hub.

It is an online travel publication that provides articles, guides, tips,

and inspiration for travelers.

Coming soon is “My Bucket List,” a platform where travelers can create and share personalized

travel lists, supported by booking features and local insights.

– In April 2025, we acquired JOURNY.tv, a Free Ad-Supported Streaming TV (“FAST”) Channel that specializes in travel,

adventure, and culture-focused content.

In July 2025, we merged Compass.tv, our AVOD (Advertising-based Video on Demand) platform

designed to provide streaming television content, into JOURNY.tv to create a unified offering of both FAST and VOD assets.

– Promethean is our proprietary interactive video overlay platform which is intended to drive ad revenue and facilitate

content-to-commerce integration.

Media – In December 2024, we announced our collaboration with Leap Media Group, a respected leader with over 35 years in

TV advertising, media planning and buying, to support the launch of advertising on JOURNY.tv by delivering branded entertainment

content and advertising seamlessly across its platform.

Fysh – In February 2025, the Company and Blue Fysh Holdings Inc.

(“Blue Fysh”) entered into a share exchange

agreement creating minority ownership positions between the entities, as part of their mutual efforts to work together to expand

each company’s business opportunities.

See “ Recent Developments – Blue Fysh Share Exchange ” for more

details on the transaction.

strategic partnership between NextTrip and Blue Fysh is intended to focus on:

audience reach integrating JOURNY.tv, TravelMagazine.com, and travel products platform, NextTrip.com, with Blue Fysh’s expertise

in digital OOH solutions throughout North America;

advertising revenue by leveraging their combined media assets, to enhance their ability to broaden reach, deployment, and higher

expected advertising fees, providing greater value to advertisers and stakeholders;

sales efforts with NextTrip utilizing Blue Fysh’s strategic sales relationships to contribute advertising sales across NextTrip’s

media platforms;

Brand Awareness as a result of Blue Fysh’s media relationships and digital displays to help create flash marketing campaigns

to raise awareness of NextTrip and highlight NextTrip’s travel products and services as well as its media properties, JOURNY.tv

and Travel Magazine.

travelers can manage bookings, receive updates on special offers, and subscribe to newsletters.

Security is a priority, with rigorous

content screening and Payment Card Industry (“PCI”) compliance to safeguard customer information.

equips travelers with a seamlessly integrated planning and booking ecosystem.

Within a personalized profile, users can explore a curated

library of videos and editorial content tailored to their interests, earmark preferred destinations and activities, and engage a dedicated

concierge team for travel planning support.

Travelers may transact digitally through the platform’s booking engine or speak directly

with a call-center specialist, all while utilizing proprietary payment tools such as PayDlay.

and Infrastructure

websites are hosted using cloud services distributed globally across multiple regions, designed to manage increases in traffic through

scalable computing power without requiring software changes.

Our cloud services provide scalable and redundant Internet connectivity

as well as redundant power and cooling.

We use industry-standard security methods to ensure the integrity of our networks and protection

of confidential data.

Access to NextTrip’s networks and the servers and databases on which confidential data is stored is protected

by industry-standard firewall and encryption technology.

Physical access to our servers and related equipment is secured by limiting

access to the data center to operations personnel only.

Interactive Platform

is our proprietary interactive video overlay platform, licensed on a perpetual basis, which drives advertising revenue and facilitates

the connection between our Media and Travel segments.

We are integrating this platform into JournyGO’s video content with interactive

overlays that allow users to initiate travel bookings directly from streaming content through contextual calls-to-action without interrupting

the viewing experience.

Promethean is the key technology enabling our “Watch.

Go.” ecosystem, providing the link

through which JOURNY.tv viewers in our Media segment can transact within our Travel segment in real time.

Strategy and Development of an Integrated Travel and Media Ecosystem

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

to guide and support them throughout the travel experience.

Presently, we generate revenue through two core methods:

travel bookings

and advertising revenue.

Bookings and Related Service s

like many OTAs and travel platforms, can generate revenue through a variety of channels.

The specific mix depends on the continued development

of our platform, execution of our business model, partnerships, and the types of services we offer at any given time.

sales are generally structured either:

(1) as a set commission on the sale of a travel product whereby the supplier or wholesaler controls

the pricing (as is the case with the majority of Five Star Alliance products), or (2) through a direct, negotiated contract between product

supplier and the Company (as is the case with the majority of our products) which allows us to set our own retail pricing based upon

market forces and a need to maintain a markup above its fixed cost.

Commission-based travel products are generally lower margin than

directly negotiated travel products.

flexibility of directly negotiated contracts affords us the opportunity to both run specials that are highly competitive but result in

low margins, or to simply adjust pricing to maintain competitiveness within its market.

Key factors that affect revenues and profitability

include competitive market pressures from other travel suppliers and distributors, variable contract terms, marketing budget to create

awareness, and seasonality.

travel bookings currently generate the majority of our nominal revenues.

This includes the sale of travel products such as airline tickets,

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

While we believe this revenue can

be accelerated with an enhanced marketing budget, management has largely focused on supplements to its travel offerings by including

travel technology products such as our Travel Agent and Groups Platforms.

Additionally,

offering concierge-level customer support, trip planning assistance or other premium features can provide peace of mind and added convenience

and may result in premium service fees added to the cost of booking, which represents direct revenue for us.

are building our own media and advertising ecosystem within our Media segment through Travel Magazine and JOURNY.tv.

These media platforms

are designed to allow users to explore and educate themselves on travel.

The revenue strategy in the media division is two-pronged:

as the number of viewers/users grows, it drives the advertising rates we can charge third-parties to promote travel products and services

to our audience and (2) outside of the direct advertising dollars generated from our media platforms which are expected to become a key

driver of higher margin revenue than those earned from travel product sales, as the audience grows it will provide additional opportunities

for us to promote ours own travel offerings to highly targeted viewers, thus lessening the need for spending significant marketing dollars

through other mediums to attract consumers.

drive this initiative, we have entered into partnerships with Travel Spike and Leap Media Group, respected leaders in the travel category

with decades of experience in TV advertising, media planning and buying.

JOURNY.tv is now equipped to deliver branded entertainment content

and advertising seamlessly across its platform, supported by targeted media strategy designed to optimize revenue well delivering high

quality content to travel enthusiasts.

of Integrated Revenue Model – Strategy and Current Status

we are still in the developmental phase of our commercial operations and have thus far realized only nominal revenues, the successful

execution of our business strategy is predicated upon our capacity to broaden and deepen our supplier base, cultivate and maintain a

robust customer network, and obtain adequate financing to underwrite our marketing initiatives and continued product development.

can be no assurance that we will be able to accomplish any of these objectives.

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

While the products introduced to date

are now functional and responsible for the current, nominal revenue generation of the Company, the corresponding revenue streams are

currently both small and unpredictable relative to the established travel industry leaders.

our core marketing initiatives have been handicapped due to budget constraints, we have undertaken limited promotions focused on higher

margin products, in sought after vacation regions like Mexico and the Caribbean.

Recognizing these marketing budget restraints, we focused

our efforts on expanding our product offering globally with major suppliers, including Expedia and Nuitée, among others.

believes this was a critical step to allow for the launch and promotion of specialty travel services like NextTrip’s Groups Platform

destination weddings, conferences and conventions), NextTrip Travel Agents Platform and business-focused travel offerings.

types of programs require unique technologies, broad global inventory offerings, and specialized servicing.

Key to this development is

the fact that the platforms fall outside of the typical OTA business model, thereby justifying the supply of travel products from large

OTAs, which in turn supports our platforms while being mutually beneficial to both parties.

ability to capitalize on existing travel technology platforms is severely restricted due to the lack of funding to drive marketing programs.

Enhancements to the existing platforms along with the introduction of new programs under development are needed to complete the model.

The timeline to complete these programs is dependent upon our ability to raise capital;

however, we believe that most programs can be

delivered within 180 days of obtaining such necessary funding.

Once fully functioning, we believe the model will deliver accelerated

growth as its “conversion technology” focuses on underserved areas in the travel sector utilizing platforms (i.e.

Groups bookings and Travel Agents) that are not well serviced by the major travel industry leaders.

Additionally, we have introduced

engagement and media solutions (i.e.

JOURNY.tv Travel Magazine), allowing users to better plan future travel.

We believe a natural extension

of providing users with media solutions to assist with travel planning will further the development and growth of a NextTrip ecosystem.

This ecosystem is expected to assist us in reducing external marketing expenditures while creating a new revenue channel from targeted

and timely advertising designed to assist users in their travel planning.

Upon completion of the NextTrip model, we expect to drive revenues

from travel solutions outside of the focus of major travel competitors.

are also engaging Save Your Day Films, a London-based production company celebrated globally for award-winning factual programming and

captivating travel content, as an in-house production partner to deliver exclusive content as part of our media strategy, driving traffic,

cross-promotional opportunities and licensing revenues.

revenue strategy is built on two complementary and mutually reinforcing revenue streams generated across our two operating segments.

Segment Revenue

generate Travel segment revenue through commissions, markups, and service fees on travel bookings across hotels, vacation rentals, cruises,

packages, and related travel services.

Product sales are generally structured either:

(1) as a set commission on the sale of a travel

product whereby the supplier or wholesaler controls the pricing (as is the case with the majority of Five Star Alliance products), or

(2) through a direct, negotiated contract between the Company and the product supplier (as is the case with the majority of NextTrip’s

products), which allows us to set our own retail pricing.

Commission-based travel products are generally lower margin than directly negotiated

travel products.

Our strategy emphasizes higher-value travel segments, including luxury travel, cruise, and group travel, which we believe

offer higher transaction values, repeat business opportunities, and enhanced service economics.

Travel Magazine Pro also contributes

Travel segment revenue through affiliate commissions and sponsored booking content.

Segment Revenue

generate Media segment revenue through advertising, sponsorships, branded content, and destination marketing programs across JOURNY.tv

and Travel Magazine.

As the number of viewers and users grows, it drives the advertising rates the Company can charge third parties to

promote travel products and services to our audience.

Beyond generating direct advertising dollars, our growing audience provides additional

opportunities for NextTrip to promote its own Travel segment products to highly targeted viewers, reducing our dependence on external

marketing channels.

deployment of JournyGO and the Promethean interactive overlay platform is expected to further enhance both segments by converting Media

segment viewership into Travel segment bookings, while simultaneously supporting higher advertising CPMs through demonstrated audience

action rates.

of Integrated Revenue Model

is in the early stages of development and roll out of its comprehensive two-segment model.

While the products introduced to date are

now functional and generating nominal revenues, those revenue streams are currently small and variable relative to established travel

industry leaders.

Our ability to capitalize on our platforms is constrained by limited funding for marketing programs.

The timeline to

complete planned programs is dependent upon our ability to raise capital;

however, we believe that most programs can be delivered within

180 days of obtaining such necessary funding.

Once fully integrated, we believe the model will deliver accelerating revenue growth as

our content-to-commerce strategy targets underserved areas in the travel sector—such as PayDlay, Groups bookings, and the Travel

Agent Platform—not well serviced by the major travel industry leaders.

of a Controlling Interest in YADA

June 10, 2026, the Company entered into a Stock Purchase Agreement with YADA Commerce Inc.

(“YADA”) pursuant to which the

Company acquired a controlling interest in YADA, a fully licensed TikTok Partner Agency and creator-commerce platform focused on influencer

engagement, audience development, digital commerce, and music artist promotional events.

of the Transaction:

a Fully Licensed TikTok Partner Agency providing access to creator recruitment, audience development, affiliate commerce, livestream

commerce, and creator monetization capabilities.

NextTrip’s Audience Acquisition Engine through access to thousands of creators and billions of aggregate followers across social

media platforms.

NextTrip’s Destination Entertainment & Creator Commerce with 4 destination music events already committed featuring exclusive

artist partnerships, fan experiences, concert travel programs, and creator-led commerce initiatives.

New Revenue Opportunities for our media platform to drive additional advertising, sponsorships, travel bookings, experiential travel,

memberships, gift cards, loyalty programs, and creator commerce.

YADA, the Company gains a strategic creator-commerce platform capable of driving audience acquisition, creator engagement, entertainment

experiences, and travel transactions across the broader NextTrip ecosystem.

NextTrip believes the acquisition represents significantly

more than a traditional social media marketing initiative and includes access to pre-booked group travel programs involving several artists

for exclusive concert experiences for super fans in unique destinations and premium resort venues.

the agreement, NextTrip will serve as the travel fulfillment partner for YADA’s music artist promotional events and related fan

The Company expects to leverage its group travel capabilities through TA Pipeline, luxury travel offerings through Five

Star Alliance, concierge travel services, and proprietary travel inventory available through the NXT2.0 platform to support future event-related

travel programs.

of JournyGO – Agentic AI-Powered Watch.

March 31, 2026, the Company launched JournyGO, its next-generation agentic AI-powered consumer engagement and booking ecosystem within

the Travel segment.

JournyGO integrates immersive travel video (delivered through the Company’s JOURNY.tv Media segment platform),

the Company’s proprietary Promethean interactive overlay technology, dynamic travel packaging, and agentic AI assistance—supported

by live Travel Specialists when needed—to seamlessly move viewers from inspiration to confirmed travel bookings.

JournyGO represents

the full commercial activation of our “Watch.

Go.” content-to-commerce strategy and is designed to drive Travel

segment bookings and Media segment advertising revenue directly from streaming content engagement.

of Travel Magazine Pro ™

Company launched Travel Magazine Pro™, a category-defining platform within the Travel segment that reimagines how travel advisors

inspire, engage, and monetize demand in a world increasingly driven by digital discovery and real-time transactions.

Travel Magazine

Pro™ equips travel advisors with a vertically integrated platform combining premium media, intelligent CRM, and embedded commerce,

enabling advisors to distribute editorial-quality travel content—destinations, itineraries, and curated journeys—fully embedded

with live, bookable inventory.

platform is powered by NextTrip’s connected trip technology and enhanced through licensed technology integrations with Worldia,

enabling dynamic packaging of flights, hotels, and experiences into flexible, real-time itineraries.

Travel Magazine Pro™ incorporates

a robust attribution framework that tracks and links advisor-driven engagement to completed bookings across the customer journey, including

delayed or repeat bookings within defined attribution windows, enabling advisors to earn fees and commissions on transactions attributable

to their content and client interactions.

Key platform capabilities include seamless in-content booking, dynamic customizable travel

packages, competitive pricing, high-margin commission structures across all travel components including air, and AI-driven personalization.

Travel Magazine Pro™ is now available to travel advisors nationwide.

of JOURNY App on Apple iOS

Company launched the JOURNY App on Apple iOS, expanding direct consumer access to JOURNY.tv travel programming on mobile devices.

iOS app extends the JournyGO ecosystem to mobile viewers and supports the Company’s Media segment strategy of reaching travel audiences

across connected TV, mobile, and digital platforms.

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.

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.

Global Media Joint Venture

July 2025, NextTrip entered into a joint venture with KC Global Media, a leading Asian entertainment network founded by former Sony executives,

to accelerate the international expansion of the JOURNY.tv Media segment platform into India, Southeast Asia, and Australia/New Zealand.

This initiative is intended to support regional distribution partnerships, advertising monetization opportunities, and localized content

strategies, while significantly expanding NextTrip’s global audience reach and strengthening top-of-funnel travel demand generation

for the Travel segment.

of TA Pipeline

1 unchanged sentence

and the members of TA (the “TA Members”), pursuant to which the Company purchased all of the issued and outstanding membership

interests of TA from the TA Members (the “TA Acquisition”), resulting in TA becoming a wholly-owned subsidiary of the Company.

The TA Acquisition closed on August 6, 2025.

to the TA MIPA, as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $443,169 in

cash (the “TA Closing Payment”), $118,169 of which (the “Estimated Additional Closing Payment”) was paid as a

purchase price adjustment based on the Members’ Deficit (as defined in the TA MIPA) set forth in the closing balance sheet provided

by TA in connection with closing, as more particularly provided for by the TA MIPA;

and (ii) issued an aggregate of 96,774 restricted

shares of Company common stock (the “TA Closing Shares,” and together with the TA Closing Payment, the “TA Closing

Consideration”) to the TA Members, valued at $300,000, based on a price per share of $3.10.

The Estimated Additional Closing Payment

is subject to adjustment, upward or downward, to the extent that the Members’ Deficit as of the closing date is determined to be

less than or exceed $175,000, as provided in the TA MIPA.

In addition to the TA Closing Consideration, and as further consideration for

the TA Acquisition, the Company shall make an additional payment to the TA Members in the form of an earnout (the “TA Milestone

Payment”), which shall be in an amount equal to five percent (5%) of the net revenues generated by TA during the 12 month period

after the closing date (the “Milestone Period”), up to a maximum of $200,000.

The TA Milestone Payment shall be paid to the

TA Members within 10 days following completion of the Milestone Period and will be payable fifty percent (50%) in cash and fifty percent

(50%) in restricted shares of Company common stock (the “TA Milestone Shares,” and together with the TA Closing Shares, the

“TA Acquisition Shares”), to be calculated based on a price per share of $3.10

addition to the foregoing, in the event that the Fair Market Value of the Company’s common stock is less than $3.10 (the “Base

Price”) during the applicable Exercise Period, each TA Member shall have the limited, one time option, to exercise one of the following

rights as to some or all of their outstanding TA Acquisition Shares by delivering notice to the Company:

(i) the right to require the

Company to repurchase from the TA Member all or any portion of their outstanding TA Acquisition Shares at the Base Price;

(ii) the right

to require the Company to issue to such TA Member that number of additional shares of Company common stock (the “Top Up Shares”)

as is necessary to make the aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Fair Market

Value) equal to the original aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Base Price);

and (iii) the right to require the Company to pay to such TA Member, in cash, an amount equal to the product of (x) the number of TA

Acquisition Shares specified in the notice and (y) the positive difference, if any, between the Base Price and the Fair Market Value.

For purpose of the foregoing rights, the “Exercise Period” means the three month period commencing upon the earlier of:

with respect to the TA Closing Shares, (x) the date that the TA Closing Shares first become eligible for public resale and (y) the first

anniversary of the closing date;

and (ii) with respect to the TA Milestone Shares, (x) the date that the TA Milestone Shares first become

eligible for public resale and (y) the first anniversary of the closing date.

Additionally, for purpose of the foregoing rights, “Fair

Market Value” means the volume weighted average price per share of the Company’s common stock for the twenty consecutive

trading days immediately preceding the notice date.

During the Exercise Period, each of the TA Members shall be prohibited from engaging

in certain transactions in the Company’s stock, as more particularly set forth in the TA MIPA.

consideration for their receipt of the foregoing consideration, at closing of the TA Acquisition, each of the TA Members entered into

restrictive covenant agreements providing for certain customary restrictive covenants, including customary non-competition, non-solicitation

and no hire covenants for a period of three years following the closing date, and customary confidentiality covenants.

interests of TA (the “TA Acquisition”).

The TA Acquisition closed on August 6, 2025, resulting in TA becoming a wholly-owned

subsidiary of the Company operating within the Travel segment.

to the TA MIPA, as consideration for the TA Acquisition, the Company (i) paid the TA Members an aggregate of $443,168 in cash and (ii)

issued an aggregate of 96,774 restricted shares of Company common stock valued at $300,000, based on a price per share of $3.10.

the Company shall make an earnout payment equal to five percent (5%) of the net revenues generated by TA during the 12-month period after

the closing date, up to a maximum of $200,000, payable 50% in cash and 50% in restricted shares of Company common stock at $3.10 per

addition, in the event that the fair market value of the Company’s common stock is less than $3.10 per share during the applicable

exercise period, each TA Member shall have a limited, one-time option to (i) require the Company to repurchase all or a portion of their

TA acquisition shares at $3.10, (ii) require the Company to issue additional shares to make the aggregate value equal to the original

aggregate value, or (iii) require the Company to pay the difference in cash between the base price and fair market value.

period commences upon the earlier of the date the shares first become eligible for public resale or the first anniversary of the closing

On February 24, 2026, the former

TA Members delivered a notice exercising the Put Option and demanding that the Company repurchase all 96,774 shares in cash at the $3.10

per share Base Price.

The Company declined to honor the exercise, believing the former TA Members are in breach of their obligations under

Following unsuccessful discussions between the parties, the Company was notified on July 14, 2026 that the former TA Members

had filed a Demand for Arbitration with the American Arbitration Association in Las Vegas, Nevada, asserting a claim for breach of contract

and seeking damages of not less than $299,999.40, together with attorneys' fees, pre-judgment and post-judgment interest, and arbitration

See Part II, Item 1, “Legal Proceedings.”

The Company believes it has

meritorious defenses and intends to defend the matter vigorously and to pursue available counterclaims.

The Company cannot predict the

outcome of the arbitration or reasonably estimate the amount or range of any possible loss at this time.

If the matter is ultimately resolved

against the Company, the Company could be required to pay up to approximately $300,000 in cash (exclusive of interest, fees, and costs),

or to issue additional shares of common stock, which could adversely affect the Company's cash position and liquidity.

The 96,774 shares

remain classified as mezzanine equity, at a carrying value of $387,000, on the Company's condensed consolidated balance sheet.

Pipeline adds a customer base of large group travel organizers, integrates its customer pipeline into NextTrip’s NXT2.0 booking

technology and PayDlay financing tool, and creates cross-media leverage through JOURNY.tv and Travel Magazine Pro.

of Five Star Alliance

February 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “FSA Purchase Agreement”) with FSA

Travel, LLC (“FSA”), John McMahon, as Majority Member, and the other members of FSA included on the signature page thereto

McMahon together with such other members, collectively the “FSA Members”).

Pursuant to the FSA Purchase Agreement, on

February 10, 2025 (the “Initial Closing Date”), the Company purchased 9,608 membership units of FSA (equal to a 49% ownership

stake in FSA immediately after closing) (the “Initial Interests”) in exchange for the Company’s (i) payment of $500,000

in cash and (ii) issuance of 161,291 shares of newly designated Series O Nonvoting Convertible Preferred Stock of the Company (“Series

O Preferred”) to FSA.

In connection with, and as a condition to, the Initial Closing, the Company entered into employment agreements

McMahon and Courtney May, each of whom became employees of the Company as of the Initial Closing Date.

addition, subject to satisfaction of the conditions discussed below, the FSA Purchase Agreement provided the Company with an option (the

“Option”), in its sole discretion, to purchase the remaining 51% of the membership units from the FSA Members within 60 days

of the Initial Closing Date (the “Final Closing Date”), in exchange for (i) the payment by the Company to the FSA Members

of an aggregate of $500,000 in cash and (ii) the issuance of an aggregate of 161,291 shares of Series O Preferred to the FSA Members

(the “Final Closing”).

The Company’s Option was subject to, and contingent upon, satisfaction of the following conditions:

(i) the continued employment of Mr.

McMahon and Ms.

May by the Company, subject to limited exceptions, (ii) the completion of a $2,000,000

capital raise by the Company, and (iii) the continued operation of FSA by FSA’s existing management until the Final Closing Date.

April 9, 2025 (the “Final Closing Date”), upon FSA’s agreement to waive the capital raise condition to closing, the

Company exercised the Option and, in satisfaction of its obligations under the Purchase Agreement in connection with the Final Closing,

the Company paid the FSA Members an aggregate of $500,000 in cash and issued the FSA Members an aggregate of 161,291 shares of Series

As a result, as of the Final Closing Date, the Company acquired the remaining 51% of the membership units in FSA and FSA

became a wholly-owned subsidiary of the Company.

addition to the above consideration, the FSA Purchase Agreement provided that the Company shall make additional payments to the FSA Members

upon achievement of certain milestones, as follows:

payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings

of Travel Products for five groups by FSA, the commissions to FSA for which are scheduled to be collected after the Final Closing;

payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings

of cruise related Travel Products, the gross cumulative cost of which to the customers is greater than or equal to $25,000 and the

commissions for which are scheduled to collected after the Final Closing;

payment of $100,000 in cash and issuance of 32,258 shares of Series O Preferred at such time as FSA shall deliver all necessary passcodes

to allow NextTrip full remote access to the FSA booking engine for use by NextTrip;

payment of $100,000 in cash and issuance 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings for Travel

Products, the cumulative gross cost of which to the customers is greater than or equal to $1 million and the commissions for which

are scheduled to be collected after the Final Closing.

April 28, 2025, the parties determined that each of the foregoing milestones had been achieved, and in satisfaction of its obligations

under the FSA Purchase Agreement, the Company paid the FSA Members an aggregate of $400,000 in cash and issued the FSA Members an aggregate

of 120,967 shares of Series O Preferred.

Travel, LLC (“FSA”), John McMahon, as Majority Member, and the other members of FSA.

On February 10, 2025, the Company completed

an initial closing, purchasing a 49% ownership stake in FSA for $500,000 in cash plus 161,291 shares of Series O Nonvoting Convertible

Preferred Stock.

On April 9, 2025, the Company exercised its option to acquire the remaining 51% of FSA’s membership units for

an additional $500,000 in cash plus 161,291 shares of Series O Preferred Stock, resulting in FSA becoming a wholly-owned subsidiary of

the Company within the Travel segment.

April 28, 2025, the parties determined that each of the four performance milestones under the FSA Purchase Agreement had been achieved,

and in satisfaction of those obligations, the Company paid the FSA Members an additional aggregate of $400,000 in cash and issued an

aggregate of 120,967 shares of Series O Preferred.

In total, the Company paid aggregate cash consideration of $1,400,000 and issued an

aggregate of 443,549 shares of Series O Preferred to the FSA Members in connection with the acquisition of Five Star Alliance.

in 2004, Five Star Alliance is a premier luxury travel agency known for its curated collection of over 5,000 five-star hotels and resorts

worldwide, with an industry-leading 4.9-star Trustpilot rating and over 400,000 monthly site visitors.

Five Star Alliance offers personalized

recommendations, high-end travel solutions, a proprietary booking engine, and established relationships with premium travel providers.

Fysh Share Exchange

February 24, 2025, the Company and Blue Fysh entered into a share exchange agreement (the “BF Share Exchange Agreement”)

whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing a 10% interest in Blue Fysh,

in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock (the “Series N Preferred”) of

the Company at an issuance price of $5.00 per share (the “BF Share Exchange”).

February 24, 2025, the Company and Blue Fysh Holdings Inc.

(“Blue Fysh”) entered into a share exchange agreement (the “BF

Share Exchange Agreement”) whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing

a 10% interest in Blue Fysh, in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock of the Company

at an issuance price of $5.00 per share.

The BF Share Exchange closed on February 28, 2025.

The parties entered into the BF Share Exchange Agreement, creating minority ownership positions between the entities, as part of

their mutual efforts to work together to expand each company’s business opportunities.

Blue Fysh is focused on digital and network

solutions connecting people to brands through thousands of digital installations in diverse environments across North America.

The strategic

partnership with Blue Fysh is intended to expand audience reach by integrating JOURNY.tv, Travel Magazine, and NextTrip’s booking

platform with Blue Fysh’s digital out-of-home solutions, increase advertising revenue through combined media assets, and leverage

Blue Fysh’s strategic sales relationships on behalf of NextTrip’s Media segment.

Asset Purchase

April 1, 2025, the Company entered into an asset purchase agreement (the “JOURNY.tv Purchase Agreement”) with Ovation LLC

(“Ovation”), pursuant to which the Company purchased assets, including without limitation trademarks, domains, apps and certain

agreements, and assumed certain liabilities related to Ovation’s JOURNY.tv business (the “JOURNY.tv Acquisition”).

The JOURNY.tv Acquisition closed on April 1, 2025.

to the JOURNY.tv Purchase Agreement, as consideration for the JOURNY.tv Acquisition, the Company paid Ovation $300,000 in cash at closing

and issued Ovation 20,000 restricted shares of Company common stock.

connection with the JOURNY.tv Acquisition, on April 1, 2025, the Company and Ovation also entered into a License Agreement (the “License

Agreement”), pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term

set forth therein, to exhibit, promote, market, advertise, publicize and/or otherwise exploit the programs listed in the License Agreement

in the media of (i) FAST via the JOURNY.tv Channel and (ii) Video On Demand via the JOURNY.tv Channel.

Pursuant to the License Agreement,

Ovation shall not license any unaffiliated third party the right to exhibit certain of the programs subject to the License Agreement

and shall not use certain of the programs subject to the License Agreement on its owned or operating streaming platforms (subject to

certain exceptions).

As consideration for the rights granted under the License Agreement, the Company agreed to pay Ovation an aggregate

non-refundable license fee of $336,801, payable in various tranches through October 31, 2027.

Either party may terminate the License

Agreement in the event of a material default by the other party that is not cured within fifteen days after the defaulting party receives

notice of such default.

Partnership with Intimate Hotels of Barbados (“IHB”)

April 3, 2025, we entered into a strategic partnership with IHB, a collection of over 35 independent hotels and vacation rentals.

Company will serve as the official booking engine for IHB, providing a fully integrated travel portal and customized packaging tools

directly on the IHB website.

Cruise Launches, Offering Seamless Cruise Booking Experience

March 27, 2025, the Company unveiled NextTrip Cruise, a fully integrated cruise booking engine providing access to over 10,000 sailings

and 35 cruise partners.

Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre-

and post-cruise stays, and expert travel support.

April 1, 2025, the Company entered into an asset purchase agreement with Ovation LLC (“Ovation”), pursuant to which the Company

purchased assets including trademarks, domains, apps, and certain distribution agreements related to Ovation’s JOURNY.tv business

for $300,000 in cash and 20,000 restricted shares of Company common stock.

In connection with the acquisition, the Company and Ovation

also entered into a License Agreement pursuant to which Ovation granted the Company non-exclusive rights to exhibit JOURNY.tv programming

through FAST and Video On Demand channels.

The aggregate non-refundable license fee payable over the term of the License Agreement is

Cruise Launch

March 27, 2025, NextTrip unveiled NextTrip Cruise, a fully integrated cruise booking engine within the Travel segment providing access

to over 10,000 sailings and 35 cruise partners.

Travelers benefit from exclusive pricing, concierge service, and bundled packages that

include transfers, pre- and post-cruise stays, and expert travel support.

to the Board of Directors

26 unchanged sentences

subject to his or her earlier death, resignation or removal.

Additionally, effective July 28, 2025, the Board appointed the NTH Appointees

to serve on the following committees of the Board:

Additionally, effective July 28, 2025 and as amended on March 3, 2026, the

Board appointed the NTH Appointees to serve on the following committees of the Board:

Carmen Diges (Chair), Stephen Kircher and Jimmy Byrd

Jimmy Byrd (Chair), Stephen Kircher and Carmen Diges

David Jiang (Chair), Stephen Kircher, Jimmy Byrd and Carmen Diges

& Governance Committee :

David Jiang (Chair) and Carmen Diges

Andy Kaplan (Chair), David Jiang, and Carmen Diges

principal executive office is located at 1560 Sawgrass Corporate Parkway, Suite 400, Sunrise Florida 33323.

The lease is on a month-to-month basis, and

can be terminated by either party at any time.

of Operations

Months Ended November 30, 2025 Compared to the Three Months Ended November 30, 2024

Three Months Ended November 30,

Months Ended May 31, 2026 Compared to the Three Months Ended May 31, 2025

Three Months Ended May 31,

Revenue by segment

Total Revenue

increase in revenue for the three months ended November 30,2025 as compared to the same period in 2024 was primarily due to group travel-related

revenues, a consortia payment, and commission income generated from Five Star Alliance (“FSA”) bookings.

Additionally, our

Media segment generated $21,098 from direct advertising sales.

cost of revenue for the three months ended November 30, 2025 was $982,652, as compared to $76,751 for the same period in 2024, an increase

increase in revenue of $1,312,908, or 946% for the three months ended May 31, 2026 vs.

May 31, 2025 was primarily due to group travel-related

revenues and cruise bookings.

In addition, our Media segment generated revenue from direct advertising sales and programmatic revenues.

cost of revenue for the three months ended May 31, 2026 was $1,243,636, as compared to $99,921 for the same period in 2025, an increase

of $1,143,715, or 1,145%.

The increase was primarily attributable to the increase in sales from the third quarter of 2025 as compared to

the third quarter of 2024.

gross margin for the three months ended November 30, 2025 was 18%, as compared to (-3%) for the same period in 2024.

The improvement

in gross margin is primarily attributable to FSA travel bookings and group travel bookings.

total operating expenses for the three months ended November 30, 2025 were $3,302,260, as compared to $1,771,411 for the same period

in 2024, an increase of $1,530,849, or 86%.

The increase was primarily attributable to an increase in professional services, an increase

in technology services, and an increase in depreciation and amortization expenses, as further discussed below.

Non-cash expenses, primarily

consisting of stock-based compensation, stock options granted to former directors, common and preferred shares issued to third parties

for services, and depreciation and amortization totaled $1,324,807, or 40% of our operating expenses for the three months ended November

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

gross margin for the three months ended May 31, 2026 was 14%, as compared to 28% for the same period in 2025.

The decline in gross margin

was primarily driven by a shift in the type of revenue we received, as revenue from higher-margin agent (commission) travel bookings

and direct advertising sales declined relative to merchant-of-record travel bookings.

total operating expenses for the three months ended May 31, 2026 were $3,121,852, as compared to $4,678,643 for the same period in 2025,

a decrease of $1,556,791, or 33%.

The decrease was primarily attributable to stock options granted to former directors and other non-cash

professional services expenses incurred during the first quarter of fiscal year 2026, as further discussed below.

Total non-cash expenses,

primarily consisting of stock-based compensation, stock options granted to former directors, common shares issued to third parties for

services, and depreciation and amortization totaled $889,388, or 28% of our operating expenses for the three months ended May 31, 2026,

and $2,980,746, or 64% of our operating expenses for the same period in 2025.

and benefits costs were $669,131 for the three months ended November 30, 2025, as compared to $690,524 for the same period in 2024, a

decrease of $21,393, or -3%.

The decrease was comprised of:

(a) a decrease in stock appreciation rights expense of $24,593 due to revaluation;

and (b) a decrease in salaries of $11,077 due to the replacement of two executive positions with international contractors whose costs

are now reflected in professional services.

These decreases were partially offset by an increase in payroll taxes and benefits expense

of $8,407, an increase in severance of $4,375 and an increase in commission expense of $1,497.

compensation was $0 for the three months ended November 30, 2025, as compared to $6,227 for the same period in 2024, a decrease of $6,227

as all outstanding options are fully vested and no new options were granted during the period.

incurred general and administrative costs of $62,094 during the three months ended November 30, 2025, as compared to $31,533 in the same

period in 2024, an increase of $30,561, or 97%.

The increase was primarily the result of:

(a) $17,013 for various compliance fees and

minimum payments associated with California state tax filings;

and (b) travel expenses incurred for multiple conferences of $13,039,

incurred marketing costs of $60,080 during the three months ended November 30, 2025, as compared to $30,529 during the same period in

The increase of $29,551, or 97%, was due to an increase in external marketing services of $19,039, an increase in media consulting

expenses of $14,739 due to the engagement of a social media influencer agency for JOURNY.tv;

partially offset by a decrease in email

marketing expenses of $4,227.

service fees incurred in the three months ended November 30, 2025 were $1,787,116 as compared to $517,760 incurred during the same period

in 2024, an increase of $1,269,356, or 245%.

This increase was a result of:

(a) an increase in investor relations expenses of $785,833

due to the renewal of existing contracts plus the addition of three new contracts;

(b) an increase in contract labor of $294,504 related

to JOURNY.tv and operations;

(d) an increase in

accounting expenses of $43,860 due to technical accounting services related to the acquisition of TA Pipeline.;

partially offset by a

decrease in lending fees of $37,000 related to bridge loan financings and a decrease in legal fees of $1,235.

Of the total professional

service fees of $1,787,116 for the three months ended November 30, 2025, $1,053,400, or 59%, were incurred as non-cash expenses.

incurred technology costs of $310,217 during the three months ended November 30, 2025, as compared to $227,845 during the same period

The increase of $82,372, or 36%, was primarily attributable to:

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

$45,735 for content licensing;

(b) an increase in dues and subscriptions expense of $39,204 primarily related to integration of a new

customer relationship management and business management system, Zoho One, as well as the addition of dues and subscription expenses

from the acquired businesses;

and (c) an increase in information technology services of $6,802 for outsourcing service work.;

offset by a decrease in cloud database expenses of $7,952 and a decrease in software license expenses of $1,417.

Organizational

costs for the three months ended November 30, 2025, were $54,901, as compared to $40,030 for the same period in 2024, an increase of

$14,871, or 37%.

The increase is primarily attributable to compensation for one additional board member and a timing difference in the

annual meeting.

and amortization expense for the three months ended November 30, 2025 was $272,628, as compared to $148,803 for the same period in 2024,

an increase of $123,825, or 83%.

The increase was primarily due to commencing amortization of JOURNY.tv, and the FSA and TA Pipeline

tradename, software, and agreements.

operating expenses were $86,093 for the three months ended November 30, 2025, as compared to $78,160 for the same period in 2024.

$7,933 increase was primarily due to an increase in merchant processing fees of $27,771 primarily related to TA Pipeline;

partially offset

by a decrease in D&O insurance premiums of $17,931, and a decrease in other miscellaneous fees of $1,907.

the three months ended November 30, 2025, we realized net other expense of $190,784, as compared to net other expense of $236,302 in

the same period in 2024.

The decrease in net other expense of $45,518 was primarily due to a settlement agreement between NextTrip Group,

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

resulting in other income of $149,517, and the November revaluation of

the derivative liability, which decreased the liability by $40,000, partially offset by (a) interest expense of $88,459 in connection

the amortization of the debt discount associated with bridge loans;

(b) interest expense associated with notes payable and other expenses

and (c) loss on extinguishment of debt of $25,500.

dividends for the three months ended November 30, 2025 were $10,689, as compared to $10,688 for the same period in 2024.

Three Months Ended November 30,

Operating loss by segment

Total segment operating loss

Total Operating loss

$ (3,084,782 )

$ (1,773,527 )

the three months ended November 30, 2025, our operating loss totaled $3,084,782, as compared to an operating loss of $1,773,527 for the

same period in 2024, an increase of $1,311,255, or 74%.

The increase is due to the Media segment operating loss of $466,889, partially

offset by a decrease in the Travel segment operating loss of $179,248.

Additionally, the Corporate operating loss increased by $1,023,614.

the three months ended November 30, 2025, the net loss from continuing operations totaled $3,275,566, as compared to a net loss from

continuing operations of $2,009,829 for the same period in 2024 an increase of $1,265,737.

The operating loss component increased by

$1,311,255 in 2025, partially offset by a decrease in the other expense component of $45,518.

net loss applicable to common stockholders for the three months ended November 30, 2025, was $3,286,255, as compared to $2,019,951 for

the same period in 2024, an increase of $1,266,304, or 63%.

The increase was primarily attributable to an increase in operating loss

from continued operations of $1,311,255, a decrease in gain on discontinued operations of $566;

partially offset by a decrease in other

expense of $45,518.

Months Ended November 30, 2025 Compared to the Nine Months Ended November 30, 2024

Nine Months Ended November 30,

Revenue by segment

Total Revenue

increase in revenue for the nine months ended November 30, 2025 as compared to the same period in 2024 was primarily due to group travel-related

revenues, a consortia payment, and commission income generated in connection with the Five Star Alliance luxury travel bookings.

our Media segment generated $26,751, primarily from direct advertising sales.

cost of revenue for the nine months ended November 30, 2025 was $1,674,646, as compared to $405,788 for the same period in 2024, an increase

and benefits costs were $907,401 for the three months ended May 31, 2026, as compared to $696,914 for the same period in 2025, an increase

of $210,487, or 30%.

The increase was primarily attributable to the increase in sales from the third quarter of 2025 as compared to

the third quarter of 2024.

gross margin for the nine months ended November 30, 2025 was 20%, as compared to 3% for the same period in 2024.

The improvement in gross

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

travel bookings.

total operating expenses for the nine months ended November 30, 2025 were $11,349,353, as compared to $5,207,359 for the same period

in 2024, an increase of $6,141,994 or 118%.

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

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

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

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

totaled $5,576,007, or 49% of our operating expenses for the nine months ended November 30, 2025, and $734,288, or 14% of our operating

expenses for the same period in 2024.

and benefits costs were $2,061,580 for the nine months ended November 30, 2025, as compared to $1,946,035 for the same period in 2024,

an increase of $115,545, or 6%.

The increase was comprised of:

(a) an increase in salaries of $58,560 due to the addition of two Five

Star Alliance employees pursuant to the acquisition;

(b) an increase in taxes and benefits of $54,562;

and (c) an increase in bonus and

commission expense of $9,827;

partially offset by a decrease in SAR expense of $7,404.

compensation was $138,325 for the nine months ended November 30, 2025, as compared to $36,463 for the same period in 2024.

This increase

of $101,862 was due to a stock option grant to an employee that was fully vested on the date of the grant.

incurred general and administrative costs of $124,418 during the nine months ended November 30, 2025, as compared to $80,764 in the same

period in 2024, an increase of $43,654, or 54%.

The increase was primarily the result of (a) $39,129 in travel expenses incurred for

(b) an increase of $13,354 for various compliance fees and minimum payments for California state tax filings;

in office expenses of $4,695;

(d) an increase in telephone expense of $2,701;

and (e) an increase in penalties associated with California

State tax of $2,073;

partially offset by a decrease in payroll services fees of $10,084 as a result of changing payroll service providers,

and lower rent expenses of $8,214.

incurred marketing costs of $324,560 during the nine months ended November 30, 2025, as compared to $238,065 during the same period in

The increase of $86,495, or 36%, was for (a) an increase in a consulting contract for marketing services of $71,870;

(b) increased

Travel Magazine expenses of $53,776 aimed at driving traffic and generating business across all of our brands;

consulting expenses of $21,946 due to the engagement of a social media influencer agency;

(d) an increase in contract labor $7,612 due

to the completion of project based initiatives;

and (e) an increase in conference entrance fees of $2,005.

Partially offsetting the increase

was a decrease of $70,714 in fees previously incurred from a former media advertising firm.

service fees incurred in the nine months ended November 30, 2025 were $4,385,664, as compared to $1,413,660 incurred during the same

period in 2024, an increase of $2,972,004, or 210%.

(a) an increase in salaries of $151,043 due to the addition of seven new employees;

(b) an increase in payroll taxes and benefits of $60,752;

and (c) an increase due to the revaluation of the SAR liability of $7,453;

partially offset by a decrease in bonus expense of $6,190, and a decrease in commission expense of $2,574.

compensation was ($13,660) for the three months ended May 31, 2026, as compared to $138,325 for the same period in 2025.

This decrease

of $151,985, or 110%, was primarily due to options issued in the first quarter of fiscal year 2026, that did not recur in the first quarter

of fiscal year 2027 and a true up of stock-based compensation to reflect the employee portion of payroll taxes.

incurred general and administrative costs of $34,626 during the three months ended May 31, 2026, as compared to $30,588 in the same period

in 2025, an increase of $4,038, or 13%.

The increase was primarily the result of (a) $7,556 in license and filing fees primarily related

to the renewal of travel licenses;

(b) an increase of $5,586 for computers issued to new employees;

(d) an increase in payroll service fees of $1,889;

partially offset by a decrease in travel expenses of $11,486 and a decrease

in rent expenses of $1,503.

incurred marketing costs of $134,848 during the three months ended May 31, 2026, as compared to $90,035 during the same period in 2025.

The increase of $44,813, or 50%, was for (a) an increase in contracted services for marketing of $27,468;

(b) increased Travel Magazine

expenses of $66,950 aimed at driving traffic and generating business across all of our brands;

and (c) an increase in social media expenses

of $17,885 including a social media influencer agency.

Partially offsetting the increase was a decrease of $62,500 in fees previously

incurred from a former media advertising firm, and a decrease in advertising and promotional services of $5,050.

service fees incurred in the three months ended May 31, 2026 were $1,286,371, as compared to $1,149,476 incurred during the same period

in 2025, an increase of $136,895, or 12%.

This increase was a result of:

(a) an increase in investor relations expenses of

$1,637,258 due to renewal of existing contracts and the addition of six new investor relations firms;

(b) an increase in consulting fees

of $550,181 due to contracts for services related to business development;

and other operations;

(d) an increase in accounting expenses of $192,197 due to costs associated with technical accounting services related

to the FSA, JOURNY.tv and TA Pipeline acquisitions, as well as a required two-year audit and first quarter financial statement review

(e) an increase in legal fees of $164,577 due to services related to various regulatory filings and acquisitions;

increase in lending fees of $48,500 related to bridge loan financings.

Of the total professional service fees of $4,385,664 for the nine

months ended November 30, 2025, $2,293,336, or 52%, were incurred as non-cash expenses.

incurred technology costs of $879,053 during the nine months ended November 30, 2025, as compared to $553,536 during the same period

The increase of $325,517, or 59%, was primarily attributable to:

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

$274,140 for content licensing;

(b) an increase in dues and subscriptions of $41,455 due to the implementation of our new CRM and business

management system, Zoho One;

additional employees and use of outsourced IT services;

and (d) an increase in software expenses of $506 for hotel connections into the

NextTrip database.

Partially offsetting these increases is a net decrease of $9,563 in cloud database expenses primarily related to updating

legacy code to optimize compatibility with our hosting infrastructure.

(a) an increase in consulting fees of $366,206 due to contracts

for services related to business development, including our media segment;

(b) an increase in legal fees of $45,435 due to services related

to various regulatory filings and acquisitions;

and (c) an increase in contract labor of $33,165 related to travel and other operations;

partially offset by a decrease in investor relations expenses of $229,093 due to service contracts issued to investor relations firms

in the previous year;

a decrease in lending fees of $45,000 related to bridge loan financings during the first quarter of fiscal 2026;

and a decrease in accounting expenses of $33,816 due to the FSA audit in the previous year.

Of the total professional service fees of

$1,286,371 for the three months ended May 31, 2026, $552,952, or 43%, was incurred as non-cash expenses, as compared to $632,413, or

55% for the three months ended May 31, 2025.

incurred technology costs of $254,728 during the three months ended May 31, 2026, as compared to $321,815 during the same period in 2025.

The decrease of $67,087, or 21%, was primarily attributable to:

(a) a decrease in expenses in connection with JOURNY.tv of $85,582 primarily

due to the previous contract with Dooya to get the channel in service;

(b) a decrease in cloud database expenses of $9,270 primarily

related to updating legacy code to optimize compatibility with our hosting infrastructure;

and (c) a decrease in software and website

expenses of $4,590 for hotel connections into the NextTrip database;

partially offset by (a) an increase in dues and subscriptions of

$21,277 due to the implementation of our new CRM and business management platform together with incremental seat licenses for newly onboarded

and (b) an increase in information technology expenses of $11,078 primarily due to onboarding additional employees, use of

outsourced IT services, and managing software subscriptions.

Organizational

costs for the nine months ended November 30, 2025, were $2,524,676, as compared to $149,219 for the same period in 2024, an increase

of $2,375,457.

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

one additional board member.

Of the total organization costs of $2,524,676 for the nine months ended November 30, 2025, $2,368,709, or

94%, were incurred as non-cash expenses and primarily relate to stock options granted to former directors of the Company.

and amortization expense for the nine months ended November 30, 2025 was $695,902, as compared to $531,803 for the same period in 2024,

an increase of $164,099, or 31%.

costs for the three months ended May 31, 2026, were $50,104, as compared to $1,999,670 for the same period in 2025, a decrease of $1,949,566,

The decrease is primarily attributed to stock options granted to former directors in the previous year.

and amortization expense for the three months ended May 31, 2026 was $336,669, as compared to $206,650 for the same period in 2025, an

increase of $130,019, or 63%.

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

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

operating expenses were $215,175 for the nine months ended November 30, 2025, as compared to $257,814 for the same period in 2024.

$42,639 decrease was primarily due to the reduced cost of D&O and other insurance costs of $55,626 and a decrease in regulatory fees

partially offset by a net increase in merchant processing and bank fees of $21,382 due to the addition of TA Pipeline.

the nine months ended November 30, 2025, we realized net other income of $307,748, as compared to net other expense of $335,754 in the

same period in 2024.

The increase in net other income of $643,502 was primarily due to a settlement agreement between NextTrip Group,

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

promissory note receivable of $1,282,761, and the November 30, 2025 revaluation

of the derivative liability which resulted in a decrease in the liability of $40,000, partially offset by;

(a) a loss of $95,600 related

to the extinguishment of debt;

and (b) interest expense of $491,304 primarily in connection the amortization of the debt discount associated

with bridge loans and (c) an increase in interest expense associated with notes payable and other expenses of $92,355.

dividends for the nine months ended November 30, 2025 were $258,415, as compared to $32,063, for the same period in 2024.

was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions

in December 2024 and February of 2025.

Nine Months Ended November 30,

JOURNY.tv, and the Journy TV, FSA, TA Pipeline, and GoUSA acquisitions in the previous year.

for credit loss expense for the three months ended May 31, 2026 was $65,561, as compared to $0 for the same period in 2025.

was in connection with expenses for NextTrip Privilege, Inc.

and the Regulation A offering, and reflects an increase in the credit loss

reserve due to the uncertainty of collectability of the receivable from NextTrip Privilege, Inc.

operating expenses were $65,204 for the three months ended May 31, 2026, as compared to $45,170 for the same period in 2025.

increase, or 44%, was primarily due to increased merchant processing fees related to group travel.

the three months ended May 31, 2026, we realized net other expense of $211,716, as compared to net other income of $193,812 in the same

period in 2025.

The increase in net other expense of $405,528 was primarily due to $540,245 received from NextTrip Group, LLC in the

first quarter of fiscal year 2026 related to the NextPlay Technologies settlement, partially offset by a decrease in interest expense, a decrease in loss on extinguishment of liability, and a gain on the revaluation of the derivative liability in the first

quarter of fiscal year 2027.

dividends for the three months ended May 31, 2026 were $19,691, as compared to $64,463, for the same period in 2025, a decrease of $44,772,

The decrease was due to dividends paid to the holders of shares of Series L and Series M Preferred stock in the first quarter

of fiscal year 2026, which shares were converted to common shares in November 2025.

Three Months Ended May 31,

Operating loss by segment

$ (1,110,007 )

Total segment operating loss

2 unchanged sentences

$ (4,639,737 )

the nine months ended November 30, 2025, our operating loss totaled $10,927,394, as compared to an operating loss of $5,195,221 for the

same period in 2024 an increase of $5,732,173, or 110%.

The increase is due to the Media segment operating loss of $1,110,007, partially

offset by a decrease in the Travel segment operating loss of $426,227.

Additionally, the Corporate operating loss increased by $5,048,393.

net loss on the share of net earnings from the equity method investment was $11,307 due to losses incurred in FSA from March 1, 2025

through April 9, 2025 when the full acquisition was finalized.

net loss applicable to common stockholders for the nine months ended November 30, 2025, was $10,889,368, as compared to $5,554,694 for

the same period in 2024, an increase of $5,334,674, or 96%.

The increase was primarily attributable to an increase in operating loss

from continued operations of $5,732,173 and an increase in preferred dividends of $226.352, a loss on the 49% share of net earnings for

the equity method investee of $11,307, and a decrease in income from discontinued operation of $8344, partially offset by an increase

in other income of $643,502.

decrease of $1,725,984, or 37% in operating loss in the first quarter of fiscal year 2027 as compared to fiscal year 2026 was primarily

due to a decrease in corporate expenses of $1,901,048 as a result of stock based compensation issued to board members in the first quarter

of fiscal year 2026.

The increase in the operating loss of the Media segment of $358,946 is due to the start-up of operations and is

primarily made up of contracted services in connection with our FAST channel.

The decrease in operating loss for the Travel segment of

$183,882 is due to the increased revenues from the Five Star Alliance and TA Pipeline acquisitions.

decrease of $11,307 in the net loss on the share of net earnings from the equity method investment was due to losses incurred in FSA

from March 1, 2025 through April 9, 2025 when the full acquisition was finalized.

net loss applicable to common stockholders for the three months ended May 31, 2026, was $3,145,160, as compared to $4,521,695 for the

same period in 2025, a decrease of $1,376,535, or 30%.

The decrease was primarily attributable to a decrease in operating loss of $1,725,984,

a decrease in preferred dividends of $44,772, and decrease in the loss on the 49% share of net earnings for the equity method investee

partially offset by an increase in Other Expense of $405,528 due to a settlement agreement between NextTrip Group, LLC and

the Company related to the NextPlay Technologies, Inc.

promissory note receivable that resulted in other income in the previous year.

and Capital Resources

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

our ability to continue as a going concern for 12 months from the date of the filing of this Quarterly Report,

of November 30, 2025, we had $2,427,299 in cash and a working capital deficit of $750,124 as compared to $1,062,367 in cash and a working

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

related parties.

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

and external financing rather than cash generated from operations.

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

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

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

and technology platforms.

of May 31, 2026, we had cash of $803,490 and a working capital deficit of $1,599,429, as compared to cash of $1,696,090 and a working

capital deficit of $761,004 as of February 28, 2026.

Additionally, at November 30, 2025, the amount due under our related party line

of credit totaled $3,000,000.

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

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

the third quarter, we entered into a series of securities purchase agreements with private investors, whereby we raised $2,075,300 in

proceeds, as well as $387,000 in proceeds from the sale of short-term promissory notes.

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

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

The MIP Line of Credit allows the Company to request

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

Advances made under the MIP Line of Credit bear simple interest

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

Accrued interest shall be payable on a monthly basis,

no later than the 10th day of the subsequent month.

The full outstanding principal balance, together with any accrued and unpaid interest,

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

The Company may, at its option, prepay any borrowings under the

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

Monaco controls MIP.

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 Additional advances through November 30, 2025 totaled $1,955,000, bringing the total amount advanced under the line

to $3,000,000 as of November 30, 2025, which is the maximum amount available under the MIP Line of Credit.

November 30, 2025, there were other outstanding short-term notes payable in the aggregate amount of $1,003,353, which had maturity dates

between December 15, 2025 and August 30, 2026.

to November 30, 2025, on 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.

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 Offering resulted in gross proceeds of $3,000,000 before

deducting the placement agent’s fees and related offering expenses.

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

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

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

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

the our operating costs.

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

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

Such financing, if in the form

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

If in the form of debt, such

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

and operations.

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

and lose our Nasdaq listing.

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

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

in cash from financing activities.

As of May 31, 2026, the aggregate outstanding balance on our short-term promissory notes, including

accrued interest, totaled $1,180,171, and the balance on our related-party line of credit totaled $3,029,589 including accrued interest.

Additionally, the Series B Convertible Preferred shares are redeemable on August 30, 2026, in the amount of $1,164,447 including accrued

interest, unless such redemption is extended to December 31, 2026 at the option of the investor.

Concern — Substantial Doubt and Management’s Plans

giving rise to substantial doubt.

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

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

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

financial statements are issued.

As of May 31, 2026, we have incurred recurring net losses, have negative cash flows from operations,

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

For the three months

ended May 31, 2026, we incurred a net loss of $3,125,469 (before preferred dividends) and used $2,343,339 of cash in operating activities.

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

the twelve months following the issuance date of these financial statements, which exceeds our cash balance of $803,490 as of May 31,

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

within one year after the date that these financial statements are issued.

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

(i) continuing to raise capital

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

Stock, (and including other subsequent-event issuances that have generated aggregate gross proceeds of approximately $743,000 through

the date of this Quarterly Report);

(ii) drawing on related-party financing arrangements as available (under which $950,000 of principal

was outstanding as of the date of this Quarterly Report, with respect to the short-term promissory note issued to The Donald P.

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

(iii) integrating recently

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

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

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

Management is in active discussions with prospective

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

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

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

The ability to consummate additional financings

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

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

Accordingly, management has concluded that its plans do not

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

The accompanying financial statements

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

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

be unable to continue as a going concern.

principal sources of liquidity during the three months ended May 31, 2026 consisted of:

(i) net proceeds from private placements of common

stock, preferred stock, and warrants;

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

the quarter, we received aggregate gross proceeds of $1,315,100 from private placements of equity and equity-linked securities, $157,000

from the sale of short-term promissory notes, and $600,000 in the form of a promissory note from the Donald P.

Monaco Insurance Trust,

a related party.

We do not currently have any committed external sources of capital, other than the MIP Line of Credit, which is fully

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

offering expenses, as applicable.

The March 25, 2026 transaction with Donald Monaco and the April 15, 2026 transaction with KC Global

Media Asia, LLC are related-party transactions.

Monaco is a director and Andy Kaplan, a director, is the co-trustee of the Kaplan-Wright

Family Trust, which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KC Global Media Asia, LLC;

serves as chairman of KC Global Media Asia, LLC.

These transactions were entered into on substantially the same terms as the contemporaneous

transactions with unaffiliated investors.

24, 2026 — 1800 Diagonal Lending Note

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

The note includes

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

The note is payable in five installments, with the first installment of $102,011 due on September 30, 2026 and four equal subsequent

installments of $25,503 due on the 30th day of each of the next four months.

The note may be prepaid at any time without penalty.

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

of 1800 Diagonal Lending LLC.

25, 2026 — Donald P.

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

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

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

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

Monaco, the Chairman of our Board of Directors.

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

scheduled to mature on April 3, 2026.

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

The Monaco Trust Note was approved

by the Board, including the independent members thereof.

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

(i) on April 6, 2026, the

Company and the Trust entered into a First Amendment increasing the principal balance to $155,000 and extending the maturity date to

April 13, 2026;

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

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

(iii) on April 27, 2026, the Company and the Trust entered into a Third Amendment

increasing the principal balance to $400,000 and extending the maturity date to May 31, 2026;

(iv) on April 30, 2026 the Company and

the Trust entered into a Fourth Amendment increasing the principal balance to $510,000;

(v) on May 12, 2026, the Company repaid $110,000

of principal under the Monaco Trust Note;

and on May 29, 2026 the Company and the Trust entered into a Fifth Amendment increasing the

principal balance to $600,000.

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

As of May 31, 2026, $600,000

of principal remained outstanding under the Monaco Trust Note.

The 7.5% interest rate, which is lower than the 12% rate borne by the

MIP Line of Credit, reflects the short-term, on-demand nature of the Monaco Trust Note.

The Monaco Trust Note, including each amendment,

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

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

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

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

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

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

accordingly, this transaction

is a related-party transaction.

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

members thereof.

6, 2026 — Helena Global Series B Preferred Private Placement

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

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

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

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

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

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

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

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

and distributions on liquidation;

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

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

ownership limitations;

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

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

addition, Helena was granted (i) a right of participation of up to 20% of any future securities offering by the Company (other than exempt

(ii) an exchange right pursuant to which Helena may exchange Series B Preferred for offered securities at 100% of stated

and (iii) registration rights pursuant to which the Company is required to file a registration statement with the SEC covering

the resale of the shares of common stock issuable upon conversion of the Series B Preferred and exercise of the related warrant within

15 days after closing, and to use best efforts to cause such registration statement to become effective within 30 days (or 60 days if

the SEC reviews) after closing.

The Company has also agreed that, during the 180-day period following closing, Helena may require the

Company to apply 25% of the net proceeds of any “at the market” offering to redeem outstanding shares of Series B Preferred

at the contractual redemption price.

Additional terms of the Series B Preferred are set forth in the Certificate of Designation filed

with the Nevada Secretary of State and described in our Current Report on Form 8-K filed with the SEC on May 8, 2026.

Company’s obligations under the Series B Preferred are secured by a pledge of 1,365,314 shares of common stock owned by William

Kerby, our Chief Executive Officer.

Net proceeds are being used for general working capital purposes.

Helena is not a related party.

The $2.755 per share purchase price represented the Nasdaq Minimum Price plus $0.125 as of the date of the related securities purchase

6, 2026 — Common Stock Sale to a Private Investor

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

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

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

The investor is not a related party.

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

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

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

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

As described above, Andy Kaplan, a

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

accordingly, this transaction is a related-party transaction.

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

26, 2026 — 1800 Diagonal Lending Note

May 26, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $172,500.

The note includes

an original issue discount of $22,500 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance

The note is payable in five installments, with the first installment of $97,462 due on November 30, 2026 and four equal subsequent

installments of $24,366 due on the 30th day of each of the next four months.

The note may be prepaid at any time without penalty.

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

of 1800 Diagonal Lending LLC.

Executive Officer Compensation Deferral (related party)

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

to personal financial guarantees and his car allowance.

As of May 31, 2026, the aggregate compensation deferred by Mr.

Kerby totaled

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

The Company’s ability to retain these deferred amounts

as a source of working capital is contingent on Mr.

Kerby’s continued election to defer payment.

Cash Requirements

material cash requirements as of May 31, 2026 consist principally of short-term promissory notes, accrued interest, and the outstanding

balance on the MIP Line of Credit.

Short-term promissory notes outstanding at May 31, 2026 had an aggregate repayment amount due of approximately

$1,180,171 and a carrying value, net of unamortized discount, of $946,817, with maturities through March 31, 2027, including the September

26, 2025, October 24, 2025, March 24, 2026 and May 26, 2026 1800 Diagonal Lending notes (which amortize in installments), the Donald

Monaco Insurance Trust note, as amended, which matures on July 15, 2026 and the October 17, 2025 notes issued to two private investors

(maturing November 17, 2026, as amended).

The MIP Line of Credit has an outstanding principal balance of $3,000,000, with all principal

and accrued interest due at the May 31, 2028 maturity date, as amended.

Interest accrues at 12% per annum and is payable monthly.

Additionally,

the Series B Convertible Preferred shares are redeemable on August 30, 2026, in the amount of $1,164,447 unless such redemption is extended

to December 31, 2026 at the option of the investor.

have ongoing operating cash requirements for personnel, technology development, marketing, professional fees, and acquisition integration.

Based on our current operating plan, we estimate that cash required to fund operations for the twelve months following May 31, 2026 will

be approximately $5.5 million, which exceeds our cash balance at May 31, 2026.

We do not have any material commitments for capital expenditures,

and we do not have any material purchase obligations, take-or-pay contracts, or unconditional purchase obligations outside the ordinary

course of business.

We have no off-balance sheet arrangements (within the meaning of Item 303(b)(1)(ii) of Regulation S-K) that have,

or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital

expenditures, or capital resources.

Cash Flow Analysis

Three Months ended May 31,

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net increase (decrease) in cash

Cash Used in Operating Activities

cash used in operating activities from continuing operations totaled $2,450,860 during the nine months ended November 30, 2025 as compared

to $3,143,697 during the same period in 2024, a decrease of $692,837, or 22%.

the nine months ended November 30, 2025, the net cash used in operating activities was the result of a net loss of $10,630,953 before

payment of preferred dividends, partially offset by changes in working capital of $1,896,753, and non-cash expenses of $6,283,340 related

to stock options issued to former directors totaling $2,368,709, employee stock-based compensation of $138,325, depreciation and amortization

of $695,902, amortization of prepaid expenses of $2,376,669, amortization of debt discount of $648,585, a write-off of technology costs

of $19,550 related to an abandoned software implementation, and a loss on the extinguishment of debt of $95,600, partially offset by

a gain on the derivative liability of $50,000 and an increase in security deposits of $10,000.

Changes in working capital were driven

by an increase in deferred revenue of $1,537,998 related to the TA Pipeline acquisition, an increase in accounts payable and accrued

expenses of $329,052, a decrease in prepaid expenses of $281,216, and the assumption of the SBA EIDL loan from FSA of $98,358 partially

offset by an increase in accounts receivable of $349,871.

the nine months ended November 30, 2024, the net cash used in operating activities was the result of a net loss of $5,530,975 before

preferred dividends, partially offset by changes in working capital of $1,661,732, and non-cash expenses of $725,546 related to depreciation

and amortization of $531,803 and stock-based compensation of $36,463.

Changes in working capital were driven by a decrease in accounts

receivable of $18,329, a decrease in prepaid expenses of $152,452, and an increase in accounts payable and accrued expenses of $1,518,161,

partially offset by an increase in security deposits of $3,742 and a decrease in deferred revenue of $49,724.

cash used in operating activities totaled $2,343,339 during the three months ended May 31, 2026, compared to $1,042,658 during the

same period in 2025, an increase of $1,300,681, or 125%.

The operating cash outflow during the current period was driven by a net

loss of $3,125,469 (before payment of preferred dividends), partially offset by non-cash charges of $949,494 and further increased

by net changes in working capital of $167,364.

Non-cash charges included depreciation and amortization of $336,669, amortization of

debt discount of $113,533, and shares issued for professional services of $552,952, partially offset by a reversal of employee

stock-based compensation of $13,660 and a gain on the derivative liability revaluation of $40,000.

Changes in working capital primarily reflected a decrease in deferred revenue of $807,464 and

an increase in accounts receivable of $133,207, partially offset by an increase in accounts payable and accrued expenses of $439,724

and a decrease in prepaid expenses of $344,626.

Cash Used in Investing Activities

cash used in investing activities during the nine months ended November 30, 2025 was $1,752,168, which compares to $468,751 of cash used

in investing activities during the same period of 2024, an increase of $1,283,417, or 274%.

The increase resulted from $900,000 related

to the acquisition of FSA, $300,000 related to the JOURNY.tv asset purchase and $443,169 related to the acquisition of TA Pipeline LLC,

partially offset by a decrease of $359,751 in capitalized software development costs.

cash used in investing activities was $237,561 during the three months ended May 31, 2026, compared to $1,281,503 during the same period

in 2025, a decrease of $1,043,942, or 81%.

Investing outflows in the current period consisted entirely of capitalized software development

costs of $237,561.

In the prior-year period, investing activities consisted of $81,503 in capitalized software development costs, $900,000

paid for the FSA Travel LLC acquisition, and $300,000 for the JOURNY.tv asset purchase.

Cash Provided by Financing Activities

cash provided by financing activities for the nine months ended November 30, 2025 was $5,567,960 as compared to $3,295,684 for the same

period in 2024.

The increase of $2,272,276, or 69%, was due to an increase in advances from related parties of $571,297 and proceeds

from equity private placements of $2,271,800, partially offset by a reduction in notes payable of $570,821.

ability to continue to fund our working capital needs will be dependent upon the success of our efforts to generate revenues from our

operations, and by obtaining additional capital from the sale of securities or by borrowing funds from lenders to fulfill our business

If we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities

may have rights, preferences or privileges senior to those of existing holders of our common stock.

There is no assurance that we will

be successful in obtaining additional funding.

The Company is unable to predict the effect a global recession or geopolitical events,

including the on-going conflict in Ukraine, may have on its access to the financing markets.

If we fail to obtain sufficient funding

when needed, we may be forced to delay, scale back or eliminate all or a portion of our commercialization efforts and operations.

than the related party promissory notes as described in NOTE 11 – Related Party Transactions to the financial statements included

elsewhere in this Quarterly Report, we have no lines of credit or other financing arrangements.

changing prices and rising interest rates have had no material effect on our continuing operations over our two most recent fiscal years.

However, continued unfavorable trends may affect the prices we pay for materials and other goods and services necessary to our business,

thus increasing our use of cash.

cash provided by financing activities was $1,688,300 during the three months ended May 31, 2026, compared to $1,392,700 during the same

period in 2025, an increase of $295,600, or 21%.

Financing activities in the current period consisted of $1,015,000 of gross proceeds

from our Series B Convertible Preferred Stock offering ($895,000 net of $120,000 in related offering costs), $150,100 of proceeds from

sales of common stock, $150,000 of proceeds from sales of preferred stock ($145,000 net of $5,000 in offering costs), $157,000 of proceeds

from a bridge loan (offset by $258,800 of bridge loan repayments), and $600,000 of advances from a related party.

In the prior-year period,

financing activities consisted of $1,200,000 of advances from a related party and $192,700 of proceeds from notes payable.

Trends, Demands, Commitments, and Uncertainties

for additional financing.

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

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

Our existing cash balance is not sufficient to

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

There can be no assurance regarding the availability or

terms of any additional financing.

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

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

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

or business operations.

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

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

listing requirements.

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

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

Adverse developments in our operations or financial condition, or further

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

Failure to maintain compliance could result

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

Macroeconomic

and geopolitical conditions.

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

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

and geopolitical events such as the ongoing conflicts in Ukraine, Iran and Israel — may have on our access to the capital markets,

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

Continued unfavorable trends

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

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

These integration activities are intended to accelerate revenue generation, but the timing and magnitude of any related revenue contribution

remain uncertain.

Events Affecting Liquidity

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.

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.

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.

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.

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.

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.

Our equity issuances during the three months ended May 31, 2026 were priced $2.75 per share.

The subsequent-event common

stock issuances were priced at $2.55 and $3.02 per share, respectively, representing a decline relative to fiscal year 2026 issuance

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

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

than the foregoing, no material subsequent events related to our liquidity and capital resources have occurred from May 31, 2026 through

the date of this Quarterly Report.

Accounting Estimates

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

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

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

Quarterly Report.

than the MIP Line of Credit and the related-party promissory notes described in Note 12, “Related Party Transactions,”

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

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

1 unchanged sentence

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What changed 10-Q

Item 2. Management’s Discussion and Analysis