What changed in this filing

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Item 9A. Controls and Procedures

2025-05-29 compared with 2024-09-04 · 2280 added, 1527 removed, 1502 unchanged (72% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining adequate disclosure controls

and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Report.

controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and

forms, and to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, where appropriate, to allow timely decisions regarding required disclosure.

the periods covered by this Form 10-K, management identified a material weakness in disclosure controls and procedures related to a lack

of personnel with sufficient expertise in generally accepted accounting principles (“GAAP”).

Specifically, the Company did

not have individuals with extensive GAAP experience to adequately assess and apply GAAP requirements in the preparation and review of

financial disclosures.

As a result of this material weakness, management has concluded that, as of February 29, 2024 the Company’s

disclosure controls and procedures were not effective.

of Disclosure Controls and Procedures

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and

current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms;

and that such information is accumulated and communicated to our management, including our principal executive officer

and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Chief Executive Officer and our Chief Financial Officer, after evaluating our “disclosure controls and procedures” (as defined

in Exchange Act Rules 13a 15(e) and 15d 15(e)) as of February 28, 2025 (the “Evaluation Date”), have concluded that as of

the Evaluation Date, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports

that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC

rules and forms, and to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our

management, including our Chief Executive Officer and Chief Financial Officer, where appropriate, to allow timely decisions regarding

required disclosure.

in Internal Controls Over Financial Reporting

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

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

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

These enhancements

were completed by August 31, 2024.

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

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

to materially affect, our internal control over financial reporting.

Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with GAAP.

Our management, with the participation of

our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our control over financial reporting

based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

a result of this evaluation, management identified a material weakness in internal control over financial reporting related to a lack

of sufficient personnel with appropriate GAAP expertise.

Specifically, due to the complexity and evolving nature of certain accounting

standards under GAAP, management determined that, as of February 29,2024, the Company did not have sufficient individuals with extensive

GAAP experience to adequately assess and apply these standards in a timely manner.

As a result of this material weakness, management

has concluded that, as of February 29, 2024, the Company’s internal control over financial reporting was not effective.

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange

Act Rules 13a-15(f) and 15d-15(f)).

Internal control over financial reporting is designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Our management,

with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our

control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

Based on its evaluation under the framework, management has concluded that our internal control

over financial reporting was effective as of February 28, 2025.

continuously seek to improve and strengthen our control processes to ensure that our controls and procedures are adequate and effective.

Any failure to implement and maintain improvements in the controls over our financial reporting could cause us to fail to meet our reporting

obligations under the SEC’s rules and regulations.

Any such failure could also cause investors to lose confidence in our reported

financial information, which could have a negative impact on the trading price of our common stock.

Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal

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in conditions or deterioration in the degree of compliance with policies or procedures.

in Internal Control Over Financial Reporting

discussed elsewhere in this Report, during the quarter ended February 29, 2024, the Company completed the reverse acquisition of NextTrip

and sold certain of the Company’s legacy Sigma assets to Divergent.

Upon closing of the NextTrip Acquisition, NextTrip was treated

as the accounting acquirer of the Company, and as a result, at closing NextTrip’s internal controls became our internal controls.

On December 29, 2023, pursuant to the terms of the Share Exchange Agreement between the parties, the Chief Financial Officer of Sigma

was appointed as Chief Financial Officer of the combined company.

In addition, Sigma’s auditor, Haynie and Company, was appointed

as auditor of the combined company.

addition to appointing a Chief Financial Officer with extensive GAAP experience as Chief Financial Officer of the combined company, management

has taken further steps since February 29, 2024, to remediate the material weakness discussed above by hiring additional personnel with

GAAP expertise, in particular the Company’s Controller, and engaging external consultants with subject matter expertise as necessary.

Management has also implemented several enhancements to its control over financial reporting, including, but not limited to, establishing

a monthly financial closing process, implementing account reconciliations, ensuring proper segregation of duties, and implementing new

financial control software.

These remediation efforts were completed by the filing date of this Report.

a result of these enhancements, management believes that the consolidated financial statements included in this Report fairly present,

in all material respects, the financial condition, results of operations, and cash flows of the Company as of and for the periods presented.

OTHER INFORMATION

10b5-1 Trading Arrangements

the three months ended February 28, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined under Item 408(a) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

following table sets forth the name, age and position of each of our executive officers as of August 31, 2024:

Executive Officer

Financial Officer, Treasurer and Corporate Secretary

William Kerby has served as our Chief

Executive Officer since December 29, 2023.

Kerby has over two decades of experience in the travel and media industries, and approximately

a decade of experience in the financial industry.

He acted as the architect of the NextTrip model, overseeing the development and operations

of the Travel, Real Estate and Television Media divisions of the company.

following table sets forth the name, age and position of each of our executive officers as of May 28, 2025:

William Kerby

Chief Executive Officer

Chief Operating Officer, Travel Division

Frank Orzechowski

Chief Financial Officer, Treasurer and Corporate Secretary

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

Kerby has over two decades of experience in the

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

He acted as the architect of the

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

From January 2023 to December 2023, Mr.

Kerby was the

Chief Executive Officer of NextTrip Group, LLC.

Kerby served as the Co-Chief Executive Officer of NextPlay Technologies, Inc.

Monaker Group, Inc.) from September 16, 2021 to January 25, 2023.

From July 2008 to September 16, 2021, Mr.

Kerby was the Chief Executive

Officer of Monaker Group, Inc.

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

Kerby served as the

Co-Chief Executive Officer of NextPlay Technologies, Inc.

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

July 2008 to September 2021, Mr.

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

During that time, Mr.

Kerby also served as Chief Executive Officer of NextPlay Media from 2009 through

2020 as well as being the CEO of the Company’s real estate holding Verus International, Inc., formerly Realbiz Media Group, Inc.,

from October 2012 until August 2015 and on the board of directors until April of 2016.

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

company’s real estate holding Verus International, Inc.

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

2015 and on the board of directors until April 2016.

From April 2002 to July 2008, Mr.

as the Chief Executive Officer of various media and travel entities that ultimately became part of Extraordinary Vacations Group.

included Cruise & Vacation Shoppes, Maupintour Extraordinary Vacations, Attaché Travel and the Travel Magazine - a TV series

of 160 travel shows.

Kerby served as the Chief Executive Officer

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

Operations included Cruise &

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

From February 1999 to April 2002, Mr.

Kerby founded and managed Travelbyus, a publicly- traded company on the TSX

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

and Nasdaq Small Cap Market.

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

its travel services and products.

Kerby negotiated the acquisition and financing of 21 companies encompassing multiple tour operators,

2,100 travel agencies, media that included print, television, outdoor billboard and wireless applications and leading-edge technology

in order to build and complete the Travelbyus model.

The company had over 500 employees, gross revenues exceeding $3 billion and a market

cap of over $900 million.

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

promote its travel services and products.

Kerby negotiated the acquisition and financing of 21 companies encompassing multiple

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

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

The company had over 500 employees, gross revenues

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

From June 1989 to January 1999, Mr.

Kerby founded and grew Leisure Canada – a company that included the

Master Franchise for Thrifty Car Rental British Columbia, TravelPlus (a nationwide Travel Agency), Bluebird Holidays (an international

tour company with operations in the U.S., Canada, Great Britain, France, South Africa and the South Pacific) and Canadian Traveler (a

travel magazine).

Leisure Canada was acquired in May 1998 by Wilton Properties, a Canadian company developing hotel and resort properties

Kerby founded and grew Leisure

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

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

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

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

Canadian company developing hotel and resort properties in Cuba.

From October 1980 through June 1989, Mr.

Kerby worked in the financial industry as an investment advisor.

Kerby graduated

from York University with a Specialized Honors Economics degree.

North has served as our President since July 2023.

With more than 15 years of experience in leisure tour and travel technology,

North is responsible for all aspects of the NextTrip leisure, business and technology products including development of the World1

Prior to joining NextTrip, Ms.

North led the Supplier Strategy & Investment division at Apple Leisure Group (ALG).

she lead global partnership marketing and strategic relationships across the ALG Vacations and VAX VacationAccess brands including Apple

Vacations, Funjet Vacations, United Vacations, Southwest Vacations, CheapCaribbean.com, and Travel Impressions.

North joined the

team at The Mark Travel Corporation (TMTC) in 2003, and served in a variety of marketing and engagement capacities.

Prior to the merger

with ALG, Ms.

North was appointed to lead the Supplier Strategy & Investment efforts for all TMTC and Trisept Solutions brands in

During her tenure with the company Ms.

North was involved in the development of many new business relationships and was part of

the leadership team for both TMTC and Trisept Solutions.

North holds a Bachelor’s degree in Marketing from Marquette University.

Kerby worked in the

financial industry as an investment advisor.

Kerby graduated from York University with a Specialized Honors Economics

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

He brings 28 years of experience in consumer

and trade travel media.

For the past seven years, Mr.

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

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

In 2018, he successfully

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

From 1997 to 2018, Mr.

McMahon held various leadership

roles over a 20-year tenure at Questex Media.

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

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

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

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

Earlier in his

career, from 1987 to 1997, Mr.

McMahon worked at a trade media company, Putman Publishing.

He has served on multiple advisory boards,

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

McMahon served on the Cystic Fibrosis Board Directors-New

York Chapter from 2001 to 2019.

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

Orzechowski has served as our Chief Financial Officer, Treasurer, principal accounting officer, principal financial officer,

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From May 2013 to August 2013, Mr.

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

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

with that company’s planned equity financing.

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of Directors and Corporate Governance

following table sets forth the names, ages as of August 31, 2024, and certain other information regarding our directors:

of the Board and Director

Battinelli(1)

following table sets forth the names, ages as of May 28, 2025, and certain other information regarding our directors:

Chairman of the Board and Director

Jacob Brunsberg

Salvatore Battinelli(1)

Dennis Duitch(1)

Kent Summers(1)

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

Monaco has been the Chairman of the Board of Directors since December 29, 2023.

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

Monaco has approximately three decades

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

Monaco is the founder and owner of Monaco

Monaco founded and owned Monaco

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

serving airline, military, and general aviation customers since November 2005.

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

Since January 2009, he has been appointed and reappointed

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

He was appointed Senior Vice-President of Product Management

and Strategic Relationships on September 20, 2021, on February 16, 2022, he was named President and Chief Operating Officer, and on April

1, 2022, he was named President and Chief Executive Officer.

Previously, he was as appointed Senior Vice-President of

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

on February 16, 2022, he was named President

and Chief Operating Officer of the Company;

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

a role that he held until December 29, 2023.

Prior to joining the Company, Mr.

Brunsberg was a P&L leader for General

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

business performance.

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

overall business performance.

From 2017 to 2019, he served as Sr.

Managing Director of the Central Region, tasked with helping establish the US

sales infrastructure for post-acquisition integration of several additive manufacturing technology companies including Concept Laser,

Arcam and GEonX into the newly formed GE Additive business entity.

Prior to GE, Mr.

Brunsberg worked for the American Roller Company

in sales leadership and product marketing positions, responsible for the development and oversight of growth strategies, focused on advanced

welding, cladding, thermal spray, and powder metallurgy technologies across a number of industrial markets.

Brunsberg holds a Bachelor

of Science degree in Material Science and Engineering from the University of Wisconsin-Madison.

Managing Director of the Central Region, tasked with helping

establish the U.S.

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

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

Prior to General Electric, Mr.

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

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

number of industrial markets.

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

University of Wisconsin-Madison.

Board of Directors believes that Mr.

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

Battinelli is currently the President and Chief Executive

Officer of Bello e Preciso Co., a manufacturer and wholesaler of Italian-made fashion watches and has served in those roles since early

Battinelli currently serves as the President and

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

those roles since early 2017.

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

Battinelli served as Vice-President of Development and Long-Term Strategy

of North American Management Corporation, a wealth management firm based in Boston, Massachusetts with over $2 billion in assets under

Battinelli served as Vice-President of

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

with over $2 billion in assets under management.

From 1987 to 2011, Mr.

Battinelli served as Executive Vice-President and acting Chief Executive Officer and Chief Operating

Officer of Faneuil Hall Associates, Inc., a concierge boutique family office devoted to five interrelated ultra-high net-worth families.

Battinelli’s primary responsibilities while at Faneuil Hall Associates included providing planning and investment advice, the

management of approximately 30 asset portfolios and more than 65 individual business entities;

and assisting the families in their various

business ventures worldwide while working closely with law, accounting and banking functions.

During his tenure at Faneuil Hall Associates,

Battinelli served as an executive officer or director for certain of the family-owned entities and successfully managed several portfolio

company IPOs, as well as serving as CEO and COO for Designhouse International, a Scandinavian furniture company operating out of Atlanta,

Georgia, which was previously listed on NASDAQ in 1983.

Battinelli served as Executive Vice-President and acting

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

five interrelated ultra-high net-worth families.

Battinelli’s primary responsibilities while at Faneuil Hall Associates

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

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

accounting and banking functions.

During his tenure at Faneuil Hall Associates, Mr.

Battinelli served as an executive officer or

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

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

listed on Nasdaq in 1983.

1970 to 1974, Mr.

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

Summers was also appointed to serve as a member of the

Company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

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

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with the Massachusetts Institute of Technology Venture Mentoring Services program;

regular lectures on enterprise, business-to-business

regular lecturer on enterprise, business-to-business

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

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

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

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

2005 to 2017, Mr.

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

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

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

(acquired by Support.com), founder

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formerly listed on Nasdaq).

to the software industry, Mr.

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

on the Options Trading Desk at Bear Stearns & Co.

Summers received a BA in English from the University of Houston.

to his work in the software industry, Mr.

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

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

Summers received a BA in English from

the University of Houston.

Board of Directors believes that Mr.

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

is not considered an independent director.

Brunsberg is not considered an independent director.

As a result of Mr.

Monaco’s previous affiliation with NextTrip, Mr.

Monaco is not considered

an independent director.

Our Board of Directors has determined that our other directors, Salvatore Battinelli, Dennis Duitch and Kent

Summers, constituting a majority of our directors, are “independent” as that term is defined under Rule 5605(a)(2) of the

Nasdaq marketplace rules.

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

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

Monaco is not considered an independent director.

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

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

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

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

independent directors.

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

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Board of Directors

accordance with our amended and restated bylaws, our Board of Directors is divided into three classes with staggered, three-year terms.

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

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

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Our directors are classified as follows:

Class I director is Don Monaco, with a term expiring at our 2024 annual meeting of stockholders;

Class II directors are Salvatore Battinelli and Jacob Brunsberg, with terms expiring at our 2025 annual meeting of stockholders;

Class III directors are Dennis Duitch and Kent Summers, with terms expiring at our 2026 annual meeting of stockholders.

amended and restated bylaws provide that the authorized number of directors may be changed by resolution of the Board of Directors.

the Class I director is

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

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

stockholders;

the Class III directors

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

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

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

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

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

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

of the Board and Chief Executive Officer.

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

April 1, 2022, our Board of Directors appointed Mr.

Ruport as Chairman of the Board.

Ruport resigned as chairman on December 29,

2023, pursuant to the Share Exchange agreement between NextTrip and Sigma Additive Solutions, Inc.

and Donald P.

Monaco was appointed

to replace Mr.

Ruport as Chairman of the Board concurrently therewith.

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

be assigned to him from time to time by the Board or prescribed by our amended and restated bylaws.

The Chairman of the Board is appointed

by our Board of Directors on an annual basis.

be assigned to him from time to time by the Board or prescribed by our Bylaws.

Board of Directors has no established policy on whether it should be led by a Chairman who is also the Chief Executive Officer, and has

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Our Board currently is committed to the separated roles given

the circumstances of our Company.

the circumstances of our Company, with Donald P.

Monaco serving as Chairman of the Board and Bill Kerby

serving as our Chief Executive Officer.

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

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Meetings and Committees

our fiscal year ended February 29, 2024, the Board of Directors held 25 meetings, and each director attended at least 75% of the aggregate

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

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

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

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

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

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

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

1 unchanged sentence

Each of our then current directors attended our 2025 Annual Meeting of Stockholders.

Board of Directors has established three standing committees-audit, compensation, and nominating and corporate governance, each of which

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

Each committee charter has been posted on the Investors

section of our website at www.sigmaadditive.com.

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

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

Board of Directors has established three standing committees.

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

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

Each committee charter has been posted on

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

The reference to our website address does not constitute

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

part of this Report.

Audit Committee’s responsibilities include:

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

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

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

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

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

independently with our registered public accounting firm and management;

and approving or ratifying any related person transactions;

the Audit Committee report required by SEC rules.

appointing, approving the

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

overseeing the work of

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

reviewing and discussing

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

monitoring our internal

control over financial reporting, disclosure controls and procedures;

establishing procedures

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

meeting independently with

our registered public accounting firm and management;

reviewing and approving

or ratifying any related person transactions;

preparing the Audit Committee

report required by SEC rules.

members of our Audit Committee are Messrs.

Duitch, Battinelli and Summers, and Mr.

Duitch serves as the chairperson of the committee.

Duitch serves as the chairperson of the

Our Board of Directors has determined that each of Messrs.

Duitch, Battinelli and Summers is an independent director under the applicable

Nasdaq rules and under SEC Rule 10A-3.

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

rules and regulations of the SEC and Nasdaq.

Our Board of Directors has determined that each member of our Audit Committee is an “audit

committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under

the applicable Nasdaq rules and regulations.

The Audit Committee met four times during 2023.

Duitch, Battinelli and Summers is an independent director

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

All members of our Audit Committee meet the requirements for financial

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

Our Board of Directors has determined that each member of

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

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

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

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

Compensation Committee’s responsibilities include:

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

our CEO’s compensation;

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

an evaluation of our senior executives;

and administering our equity incentive plans;

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

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

be included in our Proxy Statements.

annually reviewing and

approving corporate goals and objectives applicable to CEO compensation;

determining our CEO’s

compensation;

reviewing and approving,

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

overseeing an evaluation

of our senior executives;

overseeing and administering

our equity incentive plans;

reviewing and making recommendations

to our Board of Directors with respect to director compensation;

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

rules to be included in our Proxy Statements.

members of our Compensation Committee are Messrs.

Duitch, Battinelli and Summers, and Mr.

Battinelli serves as the chairperson of the

Battinelli serves as the chairperson of

the committee.

Our Board of Directors has determined that each of Messrs.

Duitch, Battinelli and Summers is independent under the applicable

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

Duitch, Battinelli and Summers is independent under the

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

Exchange Act.

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

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

and Corporate Governance Committee

Nominating and Corporate Governance Committee’s responsibilities include:

individuals qualified to become board members;

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

an annual evaluation of the board.

identifying individuals

qualified to become board members;

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

overseeing an annual evaluation

of the Board of Directors.

members of our Nominating and Corporate Governance Committee are Messrs.

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under the applicable Nasdaq rules and regulations.

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

our fiscal year ended February 28, 2025.

of Ethics and Business Conduct

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

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

The code is available on our website

at www.sigmaadditive.com.

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

same website or by filing a Form 8-K, in each case to the extent such disclosure is required by rules of the SEC or Nasdaq.

The reference

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

and you should not consider it to be a part of this Annual Report.

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

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

The code of ethics is

available on our website at www.nexttrip.com.

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

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

required by the rules of the SEC or Nasdaq.

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

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

Considerations

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Nominees must also have the ability to offer advice and guidance to our Chief Executive Officer based on past experience

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

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

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

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Our Nominating and Corporate Governance Committee also will consider these and other

factors as it oversees the annual Board of Director and committee evaluations.

factors as it oversees the annual Board of Directors and committee evaluations.

After completing its review and evaluation of director

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

comply with our amended and restated articles of incorporation and amended and restated bylaws and applicable laws, rules and regulations,

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

including those promulgated by the SEC.

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

with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director

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

nominee criteria described above.

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Company believes that during the fiscal year ended February 28, 2025, its executive officers, directors and greater than 10% stockholders

timely filed all reports under Section 16(a).

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

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

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

These transactions were subsequently filed by both

individuals on a Form 5 on March 28, 2025.

EXECUTIVE COMPENSATION

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Directors on its discussions, decisions and other actions.

Typically, our Chief Executive Officer makes recommendations to our Compensation

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

Our Chief Executive

Officer does not determine his own compensation.

Our Chief Executive Officer makes recommendations to our Compensation Committee regarding

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

toward these results and performance toward individual goal achievement.

Our Compensation Committee then reviews the recommendations

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

as each individual compensation component.

Typically, our Chief Executive Officer makes recommendations to our

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

Our Chief Executive Officer does not determine his own compensation.

Our Chief Executive Officer makes recommendations to our

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

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

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

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

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

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officers, other than our Chief Executive Officer, who were employed with the Company on February 28, 2025 (the foregoing executives are

herein collectively referred to as the “named executive officers”).

herein collectively referred to as the “named executive officers” or “NEOs”).

Compensation Table

and Principal Position

Other Compensation

Kerby – Chief Executive Officer

Brunsberg – Former President and Chief Executive Officer and Current Director

Orzechowski - Chief Financial Officer

North, President

amounts paid or accrued.

option awards and stock appreciation rights awards.

Stock appreciation rights awards are only payable in cash.

Name and Principal Position

Option Awards

All Other Compensation

Bill Kerby – Chief Executive Officer

Frank Orzechowski - Chief Financial Officer

Lyndsey North - Former President

Actual amounts paid or

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

SARs awards are only payable in cash.

As such, no shares

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

The Fair Value of

option and SARs awards are calculated in accordance with FASB ASC Topic 718.

The amount recognized for all awards is calculated using

the Black Scholes pricing model.

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

July 1, 2022, we granted Mr.

(i) an option to purchase up to 2,490 shares of common stock, with an exercise price of $50.00,

and a grant date fair value of $46,367;

(ii) an option to purchase up to 760 shares of common stock, with an exercise price of $50.00,

and a grant date fair value of $14,152;

(iii) 9,747 SARs, with an exercise price of $50.00 and a grant date fair value of $181,503;

and (iv) 9,098 SARs in connection with his employment retention agreement.

The SARs have an exercise price of $26.00 and had a grant

date fair value of $187,530.

On January 26, 2023, we granted Mr.

Brunsberg an option to purchase up to 5,457 shares of common stock,

with an exercise price of $11.60 and a grant date fair value of $48,295.

In connection with Mr.

Brunsberg’s resignation from

the Company, on February 29, 2024, the Compensation Committee of the Board of Directors approved (i) the accelerated vesting of all

unvested options and SARs as of his resignation of December 29, 2023;

and (ii) such options and SARs be and remain outstanding and

exercisable for the full duration of the options.

Notwithstanding the forgoing, as of February 29, 2024, all of Mr.

vested options to purchase shares of our common stock were subject to an exercisability waiver until such time as we received shareholder

approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval was obtained at a special meeting

of stockholders on March 8, 2024.

July 1, 2022, we granted Mr.

(i) an option to purchase up to 797 shares of our common stock under our 2013 Equity Incentive

Plan in connection with his employment arrangement.

The option has an exercise price of $50.00 and vests as follows:

25% on the date

of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of February 29,2024,

521 shares were vested.

The option had a grant date fair value of $14,841;

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

stock with an exercise price of $50.00 and vests as follows:

25% on the date of the grant, and the remaining 75% in equal monthly

installments over the subsequent thirty-six months.

As of February 29, 2024, 1,691 shares were fully vested.

The option had a grant

date fair value of $48,583;

(iii) 3,474 SARs with an exercise price of $50.00 and vests as follows:

25% on the date of the grant,

and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of February 29, 2024, 2,249 SARs were

fully vested and exercisable.

The SARs had a grant date fair value of $64,691;

and (iv) 4,852 SARs in connection with his employment

retention agreement.

The SARs have an exercise price of $26.00 and will vest and become exercisable on March 15, 2025 if Mr.

remains an employee of the Company on that date.

The SARs had a grant date fair value of $100,017.

On January 26, 2023, we granted

Orzechowski an option to purchase up to 3,711 shares of common stock.

The option has an exercise price of $11.60 and vests as

50% on the date of the grant, and the remaining 50% in equal monthly installments over the subsequent 23 months.

As of February

29, 2024, 2,909 shares were fully vested.

The option had a grant date fair value of $32,843.

As of February 29, 2024, all of Mr.

Orzechowski’s vested options to purchase shares of our common stock were subject to an exercisability waiver until such time

as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval

was obtained at a special meeting of stockholders on March 8, 2024.

fiscal year 2024, we paid Mr.

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

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

fiscal year 2023, we paid Mr.

Kerby $10,000 in connection with various personal financial guarantees, and a personal car allowance

of $7,500 pursuant to the terms of his employment agreement.

fiscal year 2024, we paid Mr.

Brunsberg a retention bonus of $204,511 and severance of $62,500 in connection with his resignation

from the Company pursuant to the terms of his Retention and Separation Agreement.

In addition, Mr.

Brunsberg is entitled to receive

an award of 31,250 shares of Restricted Stock or Restricted Stock Units, or a stock option to Purchase up to 31,250 shares of the

Company’s common stock as determined by the 2023 Equity Incentive Plan Administrator.

Such award has not been granted as of

February 29, 2024.

fiscal year 2024, we paid Mr.

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

The fair value

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

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

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

In fiscal years 2025 and

2024, we paid Mr.

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

pursuant to the terms of his employment agreement

In fiscal year 2024, we

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

fiscal year 2025, we granted Ms.

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

to the terms of her separation agreement.

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

Executive Officer Employment Agreements

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

Kerby entered into an

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

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

Kerby entered

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

Under the employment agreement, Mr.

Kerby will be entitled to receive an

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

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

At the discretion of our Board

of Directors, Mr.

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

100% of his base annual salary.

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

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

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

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

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

Kerby will be entitled to

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

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

discretion of our Board of Directors, Mr.

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

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

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

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

Kerby will have the option of

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

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

amount to be determined by our Board of Directors.

his employment, Mr.

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

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

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

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

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

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

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

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

Company’s PTO policy.

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

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

Should the Company notice the

termination of Mr.

Should the Company elect to terminate Mr.

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

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Kerby Severance Payments and the Contingent Shares will automatically accelerate and be issuable in full if not yet earned or issued.

September 7, 2021, we entered into an “at-will’ employment letter agreement with Jacob Brunsberg, effective as of September

20, 2021 (the “effective date”), pursuant to which Mr.

Brunsberg agreed to serve as Senior Vice-President, Product Management

and Strategic Relationships on an “at-will” basis.

As of February 16, 2022, Mr.

Brunsberg was appointed President and Chief

Operating Officer, and as of April 1, 2022, Mr.

Brunsberg was appointed President, Chief Executive Officer, and Principal Executive Officer

of the Company.

Additionally, Mr.

Brunsberg was appointed to serve as a member of our Board of Directors, effective as of April 1, 2022,

with a term expiring at the 2025 annual meeting of stockholders.

the employment letter agreement.

Brunsberg is entitled to (i) an annual base salary of $200,000, which was increased to $250,000

effective February 16, 2022, and (ii) all benefits that we elect in our sole discretion to provide from time to time to our other executive

officers,, and received a grant of a five-year stock option to purchase up to 100,000 shares of common stock of the Company, which has

an exercise price equal to the closing price of the Company’s common stock on the effective date, and vested and became exercisable

in full on the effective date.

The option is on such other terms and provisions as are contained in the Company’s standard form

nonqualified stock option agreement.

Additionally,

during the term of his employment, Mr.

Brunsberg is eligible to receive one or more bonuses relating to each fiscal year in recognition

of his achievement of individual and Company goals established by the Board of Directors from time to time.

However, the decision to

provide any such bonuses and the amount and terms of any such bonuses is in the sole discretion of the Board of Directors.

24, 2022, Mr.

Brunsberg was awarded a performance bonus of $19,876 for 2021.

On December 29, 2023, Mr.

Brunsberg resigned as President

and Chief Executive Officer but remains a member of our Board of Directors.

February 10, 2025, we entered into an employment letter agreement with John McMahon, pursuant to which Mr.

McMahon agreed to serve as

Chief Operating Officer, Travel Division of the Company.

Under the terms of Mr.

McMahon’s employment agreement, he is entitled

to receive an annual base salary of $250,000.

In addition, pursuant to the terms of his employment agreement, Mr.

McMahon is entitled

to receive bonuses subject to the achievement of mutually agreed performance objectives.

Such bonuses may be paid in cash or common shares

of the Company at the option of Mr.

McMahon is also entitled to receive an incentive bonus at the discretion of the Compensation

Committee of the Board of Directors.

McMahon is eligible to participate in the Company’s equity incentive and group benefit

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

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

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Pursuant to the employment agreement, Ms.

North was granted 4,000 Stock Appreciation Rights (“SARs”)

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

North was granted 4,000 SARs

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

anniversary date.

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

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

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

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

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

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

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

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

employment by the Company terminated.

In connection with her departure, the Company paid Ms.

North all deferred compensation owed to Ms.

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

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

month of her base salary.

In addition, Ms.

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

execution of her separation agreement.

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

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

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

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

Pursuant to the employment

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

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

Date), and (2) to purchase up to 6,000 shares of common stock of the Company, with an exercise price of $14.00, and will vest and become

exercisable as follows:

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

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

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

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

anniversary of the Effective Date, and 3,300 shares will vest and become exercisable on the fourth-year anniversary of the Effective

Date, provided, in each case, that Mr.

Orzechowski remains an employee of the Company through such vesting dates.

is eligible to participate in the Company’s 2013 Equity Incentive Plan, and is eligible to receive medical and dental benefits,

life insurance, short and long-term disability coverage, and to participate in the Company’s Section 125 cafeteria plan, vision

plan and 401K plan.

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

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

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

as well as a 401(k) plan.

Compensation Recovery

On November 29, 2023, we

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

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

any interpretive guidance provided by Nasdaq.

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

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

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

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

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

Recovery Policy.

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

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

officer for purchasing insurance to cover any such loss.

Equity Awards at 2025 Fiscal Year-End

following table sets forth outstanding stock options granted under or outside of our 2013 Equity Incentive Plan and SARs under our 2020

Stock Appreciation Rights Plan that are held by our named executive officers as of February 29, 2024:

unexercisable

Brunsberg (2)

Orzechowski (3)

On June 23, 2020, we adopted the 2020 Stock Appreciation Rights Plan.

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

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

Awards issued under the Plan are included in the table.

On September 20, 2021, in conjunction with the hiring of Jacob Brunsberg, the Company’s current President and Chief Executive Officer,

the Company granted to Mr.

Brunsberg an option to purchase 5,000 shares of our common stock with an exercise price of $63.60, which was

fully vested on the date of the grant.

On February 16, 2022, the Company granted an option to Mr.

Brunsberg to purchase up to 3,500 shares

of common stock with an exercise price of $50.00, which as of February 29, 2024, was fully vested.

Also on February 16, 2022, the Company

granted 1,500 SARs to Mr.

Brunsberg, with an exercise price of $50.00, which as of February 29, 2024, was fully vested and exercisable.

On July 1, 2022, we granted Mr.

(i) an option to purchase up to 760 shares of our common stock with an exercise price of $50.00,

which as of February 29, 2024, was fully vested;

(ii) an option to purchase up to 2,490 shares of our common stock with an exercise price

of $50.00, which as of February 29, 2024, was fully vested;

(iii) 9,747 SARs with an exercise price of $50.00, which as of February 29,

2024, was fully vested and exercisable;

and (iv) 9,098 SARs in connection with his employment retention agreement.

The SARs have an exercise

price of $26.00 and as of February 29, 2024, were fully vested and exercisable.

On January 26, 2023, we granted Mr.

Brunsberg an option

to purchase up to 5,457 shares of common stock with an exercise price of $11.60, which as of February 29, 2024 was fully vested.

February 29, 2024, all of Mr.

Brunsberg’s vested options to purchase shares of our common stock were subject to an exercisability

waiver until such time as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval was obtained at a special meeting of stockholders on March 8, 2024.

On July 1, 2019, in conjunction with the hiring of Frank Orzechowski, our Chief Financial Officer, the Company granted to Mr.

(i) an option to purchase 13 shares of our common stock with an exercise price of $280.00, which fully vested on July 1, 2019;

an option to purchase up to 300 shares of our common stock, with an exercise price of $280.00, which as of February 29, 2024 was fully

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

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

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

Option Awards (1)

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Option exercise price ($)

expiration date

Frank Orzechowski (2)

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

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

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

pursuant to the 2020 SARs Plan.

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

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

Orzechowski an option to purchase 1,750 shares of our common stock under our 2013 Equity Incentive

Plan in connection with his employment arrangement.

The option has an exercise price of $50.00, which as of February 29, 2024 was fully

On June 23, 2020, pursuant to our 2020 Stock Appreciation Rights Plan, we granted Mr.

Orzechowski an

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

The option has

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

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

Orzechowski 902 SARs.

The SARs have an

exercise price of $52.60 which as of February 29, 2024 were fully vested and exercisable.

On August 11, 2021, we granted Mr.

an option to purchase 2,429 shares of our common stock under our 2013 Equity Incentive Plan in connection with his employment arrangement.

The option has an exercise price of $68.40 and as of February 29, 2024, 2,129 shares were fully vested, and the remaining 300 shares

will vest in equal monthly installments over the next eight months.

On August 11, 2021, pursuant to our 2020 Stock Appreciation Rights

Plan, we granted Mr.

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

August 11, 2021, we granted Mr.

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

his employment arrangement.

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

On August 11, 2021,

pursuant to our 2020 SARs Plan, we granted Mr.

Orzechowski 2,429 SARs.

The SARs have an exercise price of $68.40 and will vest and become exercisable in three

equal installments on each of the first, second, and third anniversaries of the grant date.

As of February 29, 2024, 1,620 SARs were

fully vested and exercisable.

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

2025, were fully vested and exercisable.

On July 1, 2022, we granted Mr.

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

with an exercise price of $50.00.

As of February 29, 2024, 521 were fully vested, and the remaining 276 shares will vest in equal monthly

installments over the next sixteen months;

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

As of February 29, 2024, 1,691 shares were fully vested and the remaining 918 shares will vest in equal monthly installments

over the next sixteen months;

(iii) 3,474 SARs with an exercise price of $50.00.

As of February 29, 2024, 2,249 SARs were fully vested

and exercisable, and the remaining 1,225 SARs will vest in equal monthly installments over the next sixteen months;

and (iv) 4,852 SARs

in connection with his employment retention agreement.

The SARs have an exercise price of $26.00 and will vest and become exercisable

on March 15, 2025 if Mr.

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

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

vest in equal monthly installments over the next five months;

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

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

monthly installments over the next five months;

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

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

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

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

Orzechowski remains an employee of the Company on that date.

On January 26, 2023, we granted Mr.

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

As of February 29, 2024, 2,909 shares

were fully vested, and the remaining 802 shares will vest in equal monthly installments over the next ten months.

On January 26, 2023,

we granted Mr.

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

As of February

2024, all of Mr.

Orzechowski’s vested options to purchase shares of our common stock were subject to an exercisability waiver until

such time as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval

was obtained at a special meeting of stockholders on March 8, 2024.

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

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

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Equity Incentive Plan

November 19, 2023, our Board of Directors adopted the Sigma Additive Solutions, Inc.

2023 Equity Incentive Plan, which we refer to as

the “2023 Plan.”

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

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

officers and directors.

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

according to the terms thereof in March 2023.

summary of the 2023 Plan is set forth below.

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

according to its terms in March 2023.

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

Board of Directors adopted the 2023 Plan to (1) encourage selected employees, officers, directors, consultants and advisers to improve

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Administration

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

is delegated by the Board of Directors.

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

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

advisers who will receive Options, Stock Appreciation Rights and Stock Awards.

Subject to the requirements imposed by the 2023 Plan,

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

the number of shares subject to the Option, the exercise price, expiration date and vesting period of the Option and whether the option

is an Incentive Option or a Non-Qualified Option.

Subject to the requirements imposed by the 2023 Plan, the Administrator is also responsible

for determining the terms and conditions of each Stock Award, including the number of shares granted, the purchase price (if any), and

the vesting, transfer and other restrictions imposed on the stock.

The Administrator has the power, authority and discretion to make

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

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

thereof, is delegated by the Board of Directors.

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

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

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

Subject to the

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

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

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

Subject to the requirements

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

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

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

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

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

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general, a “Change of Control” means:

sale of all or substantially all of our assets;

liquidation or dissolution;

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

merger or consolidation with or into another corporation.

A sale of all or substantially

all of our assets;

Our liquidation or dissolution;

A purchase or other acquisition

of 51% or more of our Common Stock

Our merger or consolidation

with or into another corporation.

Adjustment Provisions

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

With specified exceptions, no amendment, suspension

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

outstanding Stock Awards.

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

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

Unless terminated earlier by the Board

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

With specified exceptions, no amendment,

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

are applicable to outstanding Stock Awards.

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

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

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

adoption of the 2023 Plan.

Income Tax Consequences

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

Plan Benefits

than with respect to certain future awards that may be made to our directors as described in “ Director Compensation ”

and the award to Mr.

Brunsberg described in Note 7 to the Summary Compensation Table , the amount and timing of awards under the

2023 Plan to executive officers, other employees and directors are not determinable at this time.

Equity Incentive Plan

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

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

The Administrator is responsible for selecting the officers, employees, directors, consultants and advisers who will receive Options,

Stock Appreciation Rights and Stock Awards.

Subject to the requirements imposed by the 2013 Plan, the Administrator is also responsible

for determining the terms and conditions of each Option and Stock Appreciation Right award, including the number of shares subject to

the Option, the exercise price, expiration date and vesting period of the Option and whether the option is an Incentive Option or a Non-Qualified

Subject to the requirements imposed by the 2013 Plan, the Administrator is also responsible for determining the terms and conditions

of each Stock Award, including the number of shares granted, the purchase price (if any), and the vesting, transfer and other restrictions

imposed on the stock.

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

advisable for the administration of the 2013 Plan or of any award under the 2013 Plan.

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

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

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

Subject to the requirements imposed by the 2013

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

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

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

Subject to the requirements imposed by the 2013 Plan, the

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

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

The Administrator has

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

2013 Plan or of any award under the 2013 Plan.

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

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Subject to the 2013 Plan

of August 31, 2024 there were 78,887 shares previously issued or subject to outstanding awards under the 2013 Plan.

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

The plan expired

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types of payment from participants:

secured or unsecured promissory note, provided that this method of payment is not available to a participant who is a director or

an executive officer;

of our Common Stock already owned by the Option or Stock Award holder as long as the surrendered shares have a fair market value

that is equal to the acquired stock and have been owned by the participant for at least six months;

surrender of shares of Common Stock then issuable upon exercise of an Option;

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

A secured or unsecured

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

Shares of our Common Stock

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

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

The surrender of shares

of Common Stock then issuable upon exercise of an Option;

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

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

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

provisions of law, including, without limitation, the Securities Act of 1933 (the “Securities Act”), applicable state and

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

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

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In general, a “corporate transaction” means:

liquidation or dissolution;

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

sale of all or substantially all of our assets;

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

Our liquidation or dissolution;

Our merger or consolidation

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

A sale of all or substantially

all of our assets;

A purchase or other acquisition

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

Adjustment Provisions

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Stock Appreciation Rights Plan

June 23, 2020, our Board of Directors adopted the Sigma Labs, Inc.

2020 Stock Appreciation Rights Plan (the “Plan”).

purposes of the Plan are to:

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

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

(ii) provide incentives that align the

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

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

The purposes of the 2020 SARs Plan are to:

(i) enable the Company

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

contribute to the Company’s long-range success;

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

those of the shareholders of the Company;

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

The Plan only provides for incentive awards that are only made in the form of stock appreciation rights payable in cash (“SARs”).

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

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

The Compensation

Committee will have the authority to, among other things, (i) construe and interpret the Plan and apply its provisions;

(ii) promulgate,

amend, and rescind rules and regulations relating to the administration of the Plan;

(iii) delegate its authority to one or more persons

who is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange

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

the meaning of Section 16 of the Exchange Act;

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

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

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

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

cases, to the participant’s consent;

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

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

become Service Providers following the grant date.

The Committee may from time to time designate those Service Providers, if any, to

be granted SARs under the Plan, the number of SARs which will be granted to each such person, and any other terms or conditions relating

to SARs as it may deem appropriate to the extent consistent with the provisions of the Plan.

A participant who has been granted a SAR

may, if otherwise eligible, be granted additional incentive awards at any time.

The Committee may grant SARs to any Service Provider.

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

of the Company’s common stock upon the exercise of the SAR.

The “Spread” is the difference between the exercise price

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

The 2020 SARs Plan only

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

No shares of common stock were reserved

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

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

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

apply its provisions;

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

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

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

meaning of Section 16 of the Exchange Act;

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

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

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

(vi) amend any

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

and (vii) make all other determinations which may

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

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

reasonably expected to become Service Providers following the grant date.

The Compensation Committee may from time to time designate

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

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

of the 2020 SARs Plan.

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

The Compensation Committee may grant SARs to any Service Provider.

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

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

The “Spread” is the difference

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

date of exercise of the SAR.

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

The exercise price per share will not be less

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

The term of the SAR will be determined by the Committee

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

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

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

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

The notice must set forth the number of SARs

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

The exercise price per share will not be

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

The term of the SAR will be determined by the

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

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

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

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

The notice must

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

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

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of SAR Agreement

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

the Committee.

The SAR agreement will contain specific terms as determined by the Committee, in its discretion, with respect to the participant’s

particular SAR.

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

The SAR agreement may include,

without limitation, vesting, forfeiture and other provisions particular to the particular participant’s SAR, as well as, for example,

provisions to the effect that the participant must abide by all the terms and conditions of the Plan and such other terms and conditions

as may be imposed by the Committee.

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

to be appropriate with respect to any participant.

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

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

of the incentive award.

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

is detrimental to the business or reputation of the Company.

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

by the Compensation Committee.

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

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

Such terms need not be uniform among all participants or any

similarly situated participants.

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

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

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

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

appropriate with respect to any participant.

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

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

or performance conditions of the incentive award.

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

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

of Employment

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12 months following the participant’s termination of employment.

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

or consultant, as applicable, for whatever reason, the Committee and participant may mutually agree with respect to any outstanding SAR

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

a continuation of the exercise period following termination for a longer period than is otherwise provided under such SAR;

any other change in the terms and conditions of the SAR.

In the event of any such change to an outstanding SAR, a written amendment to

the participant’s SAR agreement will be required.

No amendment to a participant’s SAR will be made to the extent compensation

payable pursuant thereto as a result of such amendment would be considered deferred compensation that is not excepted from taxation or

penalties under Code Section 409A, unless otherwise determined by the Committee.

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

laws of descent and distribution.

otherwise provided in a SAR Agreement, notwithstanding any contrary provision in the Plan, in the event of a Change in Control (as defined

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

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

The Committee at any time, and from time to time, may amend

the terms of any one or more SAR agreements, except that the Committee may not affect any amendment which would otherwise constitute

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

of August 31, 2024 there were 40,223 SARs outstanding under the 2020 Plan.

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

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

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

vesting schedule applicable to the SAR award;

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

period than is otherwise provided under such SAR;

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

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

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

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

otherwise determined by the Compensation Committee.

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

by will or the laws of descent and distribution.

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

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

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

The Compensation Committee at any time, and

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

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

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

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

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

our director compensation program for fiscal year 2024, each non-employee director received annual compensation of $25,000, and an option

to purchase 655 shares of our common stock, which is fully vested.

All cash fees are paid quarterly.

Also, each non-employee director

may be reimbursed for his reasonable expenses incurred in the performance of his duties as a director as our Board of Directors determines

from time to time.

Our Compensation Committee intends to evaluate our director compensation program and determine whether any changes

should be recommended to the Board.

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

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

All cash fees

are paid quarterly.

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

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

Our Compensation Committee intends to evaluate our director

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

following table sets forth certain information concerning the compensation paid to non-employee directors in fiscal year 2025 for their

services as directors of the Company.

The compensation of Mr.

Brunsberg, who serves as a director and our former President and Chief

Executive Officer, is described in the Summary Compensation Table of Executive Officers.

Our non-employee directors do not receive fringe

or other benefits.

Fees Earned or

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

Paid in Cash ($) (1)

Awards ($) (6)(7)

Jacob Brunsberg (2)

Salvatore Battinelli (3)

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Kent Summers (5)

fees shown were paid to Mr.

Ruport for services as director.

On January 26, 2023, the Company granted Mr.

Ruport an option to purchase

up to 655 shares of the Company’s common stock in connection with his service as a director.

The exercise price of the option

is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797.

Ruport resigned as chairman on December

29, 2023, pursuant to the Share Exchange agreement between NextTrip and Sigma Additive Solutions, Inc.

Monaco was appointed chairman as of December 29, 2023 pursuant to the Share Exchange agreement between NextTrip and Sigma Additive

Solutions, Inc., and did not receive any compensation for his services in fiscal year 2024.

fees shown were paid to Mr.

Battinelli for services as a director.

On January 26, 2023, the Company granted Mr.

Battinelli an option

to purchase up to 655 shares of the Company’s common stock in connection with his service as a director.

The exercise price

of the option is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797.

fees shown were paid to Mr.

Duitch for services as a director.

On January 26, 2023, the Company granted Mr.

Duitch an option to purchase

up to 555 shares of the Company’s common stock in connection with his service as a director.

The exercise price of the option

is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797.

fees shown were paid to Mr.

Summers for services as a director.

On January 26, 2023, the Company granted Mr.

Summers an option to

purchase up to 655 shares of the Company’s common stock in connection with his service as a director.

The exercise price of

the option is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797.

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

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

of February 29, 2024, all outstanding vested Option Awards granted to directors were subject to an exercisability waiver until such

time as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval

was obtained at a special meeting of stockholders on March 8, 2024.

The fees shown were paid

to each of the respective individuals for services as director.

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

following tables set forth certain information regarding beneficial ownership of our common stock, Series H Preferred and Series I Preferred

as of August 31, 2024 (a) by each person known by us to own beneficially 5% or more of the outstanding shares of each class of the outstanding

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

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

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

3 unchanged sentences

includes any shares as to which a person has sole or shared voting power or investment power.

At the close of business on August 31, 2024,

there were 1,388,641 shares of Company common stock outstanding, 33,000 shares of Series H Preferred outstanding, and 30,178 shares of

Series I Preferred outstanding.

addition to the foregoing, as of August 31, 2024 there were 316 shares of the Company’s Series E Preferred Stock (“Series

E Preferred”) outstanding, which, including accrued dividends thereon, were convertible into an aggregate of 3,259 shares of Company

common stock.

The Series E Preferred do not have any voting rights and therefore are not included in a separate table below.

At the close of business on May 28, 2025,

there were 7,653,525 shares of Company common stock outstanding.

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

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

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

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

(iii) 500,442 shares

of Series I Preferred outstanding;

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

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

(v) 1,076,156 shares of Series L Preferred outstanding;

(vi) 133,278 shares of Series M Preferred outstanding;

(vii) 500,000 shares of

Series N Preferred outstanding;

(viii) 443,549 shares of Series O Preferred outstanding;

and (ix) 343,750 shares of Series P Preferred

computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of

common stock subject to stock options, warrants, convertible preferred stock or other rights held by such person that are currently convertible

or exercisable or will become convertible or exercisable within 60 days of August 31, 2024 are considered outstanding, although these

shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

or exercisable or will become convertible or exercisable within 60 days of May 28, 2025 are considered outstanding, although these shares

are not considered outstanding for purposes of computing the percentage ownership of any other person.

believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect

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Name of Beneficial Owner

Number of Shares Beneficially Owned

Percentage of Shares Beneficially Owned (1)

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

Named Executive Officers and Directors:

William Kerby (2)

Lyndsey North

Frank Orzechowski

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5% Stockholders:

Promethean TV, Inc.

on 1,388,641 shares outstanding at August 31, 2024.

David Jiang (9)

Based on 7,653,525 shares outstanding at May 28, 2025.

11,386 shares held by Travel and Media Tech, LLC (“TMT”).

Kerby is a 50% member of TMT, and is deemed to beneficially

own the shares held by TMT.

Kerby disclaims beneficial ownership of all securities held by TMT in excess of his pecuniary interest,

10,791 shares issuable upon the exercise of stock options.

Kerby is a 50% member of TMT, and is deemed to

beneficially own the shares held by TMT.

Kerby disclaims beneficial ownership of all securities held by TMT in excess of his

pecuniary interest, if any.

Excludes 331,124 shares of common stock issuable upon conversion of shares of Series L Preferred stock,

as conversion is contingent upon shareholder approval and subject to beneficial ownership limitations.

(i) 1,733 shares held by Monaco Investment Partners, LP (“MIP”);

(ii) 1,049,446 shares held by the Donald P.

Monaco Insurance

Trust (the “Trust”);

Insurance Trust (the “Trust”);

and (iii) 11,386 shares held by TMT.

Monaco is the managing general partner of MI Partners,

is the trustee of the Trust and is a 50% member of TMT, and as such is deemed to beneficially own the securities held by the MI Partners,

Trust and TMT, respectively.

Monaco disclaims beneficial ownership of all securities held by MIP, the Trust and TMT in excess

of his pecuniary interest, if any.

17,302 shares issuable upon the exercise of stock options.

(i) 5,105 shares issuable upon the exercise of stock options, (ii) 168 shares issuable upon the conversion of shares of the Company’s

Series E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.

5,105 shares issuable upon the exercise of stock options.

(i) 4,360 shares issuable upon the exercise of stock options, (ii) 168 shares issuable upon the conversion of the shares of the Company’s

Series E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.

Ian Sharpe is the control party of Promethean TV, Inc., and as such is deemed to beneficially own the securities held by Promethean

Sharpe disclaims beneficial ownership of all securities held by Promethean TV, Inc.

in excess of his pecuniary interest,

Monaco is the managing general partner of MI

Partners, is the trustee of the Trust and is a 50% member of TMT, and as such is deemed to beneficially own the securities held by

the MI Partners, Trust and TMT, respectively.

Monaco disclaims beneficial ownership of all securities held by MIP, the Trust and

TMT in excess of his pecuniary interest, if any.

Excludes 745,032 shares of common stock issuable upon conversion of shares of

Series L Preferred stock held by the Trust, as conversion is contingent upon shareholder approval and subject to beneficial

ownership limitations.

Includes 116,500 shares

issuable upon the exercise of stock options.

Includes (i) 85,000 shares

issuable upon the exercise of stock options, (ii) 179 shares issuable upon the conversion of shares of the Company’s Series

E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.

Includes 85,000 shares

issuable upon the exercise of stock options.

Includes 85,000 shares

issuable upon the exercise of stock options.

Includes (i) 456,500 shares

issuable upon the exercise of stock options, (ii) 179 shares issuable upon the conversion of the shares of the Company’s Series

E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.

Excludes shares beneficially owned by Ms.

since her employment terminated on January 6, 2025.

Includes 197,500 shares

issuable upon the conversion of Series I Preferred.

Excludes 230,028 shares of common stock issuable upon conversion of shares

of additional Series I Preferred stock and 231,788 shares of common stock issuable upon conversion of shares of Series J Preferred stock,

as conversion is contingent upon shareholder approval and subject to beneficial ownership limitations.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series H Preferred, and therefore

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Name of Beneficial Owner

Number of Shares Beneficially Owned

Percentage of Shares Beneficially Owned (1)

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

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c/o NextTrip, Inc.

on 33,000 shares of Series H Preferred outstanding at August 31, 2024.

Based on 33,000 shares

of Series H Preferred outstanding at May 28, 2025.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series I Preferred, and therefore

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Name of Beneficial Owner (1)

Number of Shares Beneficially Owned

Percentage of Shares Beneficially Owned (1)

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

David Jiang c/o NextTrip, Inc.

Gregory Miller c/o NextTrip, Inc.

Based on 500,442 shares

of Series I Preferred outstanding at May 28, 2025.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series J Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

David Jiang c/o NextTrip, Inc.

Market Makers c/o NextTrip, Inc.

Based on 297,788 shares

of Series J Preferred outstanding at May 28, 2025.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series K Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

Denis Suggs c/o NextTrip, Inc .

SIS II c/o NextTrip, Inc.

Based on 60,595 shares

of Series K Preferred outstanding at May 28, 2025.

Other than Messrs.

Kerby and Monaco, who serve as

our Chief Executive Officer and Chairman of our Board, respectively, there are no other 5% beneficial owners of shares of our Series L

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

Named Executive Officers and Directors:

Bill Kerby c/o NextTrip, Inc.

Monaco c/o NextTrip, Inc.

Based on 1,076,156 shares

of Series L Preferred outstanding at May 28, 2025.

Shares are held by the Trust.

Monaco is the trustee of the Trust.

Monaco disclaims beneficial ownership of all securities held by the Trust in excess of his pecuniary interest.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series M Preferred, and therefore

have been excluded from the following table.

of Beneficial Owner

Beneficially Owned

Shares Beneficially

5% Beneficial Owners:

Bern c/o NextTrip, Inc.

Based on 133,278 shares

of Series M Preferred outstanding at May 28, 2025.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series N Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

Fysh Holdings, Inc.

c/o NextTrip, Inc.

on 30,178 shares of Series I Preferred outstanding at August 31, 2024.

Based on 500,000 shares

of Series N Preferred outstanding at May 28, 2025.

of the Company’s executive officers owns shares of the outstanding shares of Series O Preferred, as set forth below.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

McMahon c/o NextTrip, Inc.

Priscilla Alexander c/o NextTrip, Inc.

James Killen c/o NextTrip, Inc.

LuxeLife Services LLC c/o NextTrip, Inc.

Valerie Wilson Travel, Inc.

c/o NextTrip, Inc.

Based on 443,549 shares

of Series O Preferred outstanding at May 28, 2025.

McMahon serves as Chief Operating Officer of the Company’s Travel Division.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series P Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of

Shares Beneficially

5% Beneficial Owners:

Denis Suggs c/o NextTrip, Inc.

Based on 343,750 shares

of Series P Preferred outstanding at May 28, 2025.

Compensation Plan Information

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Equity compensation plans not approved by security holders (3)

Chief Executive Officer Inducement Options (4)

On November 19, 2023 the Company’s Board of Directors adopted the Company’s 2023 Equity Incentive Plan, which was approved

On November 19, 2023 the Company’s Board of Directors adopted the Company’s 2023 Plan, which was approved

by our stockholders on December 28, 2023.

On March 15, 2013, the Company’s Board of Directors adopted the Company’s 2013 Equity Incentive Plan.

The 2013 Equity Incentive

Plan was approved by our stockholders on October 10, 2013.

The Plan automatically expired on March 15, 2023, which was the tenth anniversary

of the adoption of the Plan.

On June 23, 2020, our Board of Directors adopted the Sigma Labs, Inc.

2020 Stock Appreciation Rights Plan (the “Plan”).

purposes of the Plan are to:

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

contribute to the Company’s long-range success;

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

of the shareholders of the Company;

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

The Plan only provides for incentive

awards in the form of stock appreciation rights payable in cash (“SARs”).

No shares of common stock are reserved in connection

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

As of February 29, 2024, the Company had 40,390 SARs

outstanding under the Plan.

On December 3, 2019, in conjunction with the hiring of Mark K.

Ruport, the Company’s former President and Chief Executive Officer,

the Company granted to Mr.

Ruport (i) an option to purchase 500 shares of our common stock with an exercise price of $224.00, which fully

vested and became exercisable on January 3, 2020;

and (ii) an option to purchase up to 2,000 shares of our common stock, with an exercise

price of $224.00, which fully vested and became exercisable on December 3, 2022.

In accordance with Nasdaq Listing Rule 5635(c)(4), such

options were granted to Mr.

Ruport as an inducement award outside of the 2013 Equity Incentive Plan.

As of February 29, 2024, such inducement

shares were subject to an exercisability waiver until such time as the Company received shareholder approval to increase its authorized

common shares from 1,200,000 to 250,000,000 shares.

Such approval was obtained at a special meeting of stockholders on March 8, 2024.

On March 15, 2013, the Company’s Board of Directors adopted the Company’s 2013 Plan.

The 2013 Plan was approved by our

stockholders on October 10, 2013.

The 2013 Plan automatically expired on March 15, 2023, which was the tenth anniversary of the

adoption of the 2013 Plan.

(3) On June 23, 2020, our Board of Directors adopted

the 2020 SARs Plan.

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

be issued pursuant to the 2020 SARs Plan.

As of February 28, 2025, the Company had 40,223 SARs outstanding under the 2020 SARs Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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in control and other arrangements, which are described under “Executive Compensation” and “Director Compensation”

which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed

fiscal years;

which any director, executive officer, or other stockholder of more than 5% of our common stock or any member of their immediate

family had or will have a direct or indirect material interest.

in which the amount involved

exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years;

in which any director,

executive officer, or other stockholder of more than 5% of our common stock or any member of their immediate family had or will have

a direct or indirect material interest.

Party Loans to Company

February 29, 2024, NextTrip Holdings, Inc., a wholly owned subsidiary of the Company (“NextTrip”), issued an unsecured promissory

note, in the principal amount of $391,776.54 (the “Promissory Note”), to William Kerby, to memorialize the terms and conditions

of certain working capital advances made by Mr.

Kerby to NextTrip.

The Promissory Note accrues interest at a rate equal to 7.5% simple

interest per annum, and will automatically mature and become due and payable in full on February 28, 2025, subject to certain limited

The Promissory Note, or any portion thereof, may be prepaid by NextTrip Holdings, Inc.

February 29, 2024, NTH, a wholly owned subsidiary of the Company, issued an unsecured promissory

note, in the principal amount of $391,776.54, to William Kerby, to memorialize the terms and conditions of certain working capital advances

Kerby to NTH.

The promissory note accrued interest at a rate equal to 7.5% simple interest per annum and was scheduled

to automatically mature and become due and payable in full on February 28, 2025, subject to certain limited exceptions.

The promissory

note, or any portion thereof, could be prepaid by NTH without any penalty.

Kerby serves as Chief Executive Officer of both the

Company and NTH.

The promissory note was approved by the Board, including all independent members thereof.

On December 31, 2024,

the full outstanding balance of the note ($321,257) was converted into shares of our Series L Preferred.

March 18, 2024, NTH entered into an unsecured promissory note for a line of credit with Donald Monaco and William Kerby, the Company’s

Chairman of the Board and Chief Executive Officer, respectively, for the aggregate principal amount of $500,000 with an initial advance

of $125,000, provided that the aggregate principal amount of the note does not exceed $500,000 at any time.

Under the terms of the note,

advances under the line of credit may be made at the Company’s request until August 31, 2024.

The note bore an annual interest

rate of 7.5%, matured on February 28, 2025, and could be prepaid by the Company at any time prior to maturity without penalty.

The promissory

note was approved by the Board, including the independent members thereof.

On December 31, 2024, $453,743 of the outstanding principal

balance of $467,892 was converted into shares of Series L Preferred, and on February 24, 2025, the remaining balance was converted into

Series L Preferred.

As of May 28, 2025 there is no outstanding principal balance.

April 23, 2024, the Board approved NTH to enter into a series of unsecured promissory notes with certain related parties, including

investors, directors, officers and employees, who may individually provide funds for the aggregate principal amount of $1,000,000.

The notes bear an annual interest rate of 7.5%, shall mature one year from the date of each note’s execution, and may be

prepaid by NTH at any time prior to maturity without penalty.

On August 14, 2024, at a joint meeting of the Audit Committee and the

Board, the directors unanimously approved an increase in the principal amount of the related party line of credit to $2,000,000 on

the same terms and conditions as previously approved.

On December 31, 2024, $570,000 of the outstanding principal balance of

$1,714,863 was converted into shares of Series L Preferred, and on February 24, 2025, an additional $1,000,000 of the principal

balance was converted into Series L Preferred Shares, and $100,000 of the principal balance was converted into Series I Preferred

On May 6, 2025, the remaining principal balance was paid by the MIP Line of Credit (as further discussed below) and as of

May 28, 2025 there is no remaining outstanding principal balance.

May 21, 2024, NTH issued an unsecured promissory note, in the principal amount of $455,000, to Mr.

The promissory note accrued

interest at a rate equal to 7.5% simple interest per annum, and was scheduled to automatically mature and become due and payable in full

on February 28, 2025, subject to certain limited exceptions.

The promissory note, or any portion thereof, could be prepaid by NTH

without any penalty.

as Chief Executive Officer of both the Company and NextTrip.

The Promissory Note was approved by the Company’s Board of Directors,

including all independent members thereof.

March 18, 2024, NextTrip issued an unsecured line of credit promissory note, in the principal amount of $500,000 (the “Line of

Credit Promissory Note”), to William Kerby and Donald Monaco, together as holders, with an initial advance from Mr.

Monaco of $125,000.

As of August 31, 2024, the full principal amount of the Line of Credit Promissory Note had been advanced to the Company.

The Line of Credit

Promissory Note accrues interest at a rate equal to 7.5% simple interest per annum, and will automatically mature and become due and

payable in full on February 28, 2025, subject to certain limited exceptions.

The Line of Credit Promissory Note, or any portion thereof,

may be prepaid by NextTrip without any penalty.

Kerby serves as Chief Executive Officer of both the Company and NextTrip Holdings,

Monaco serves as Chairman of the Company’s Board of Directors.

The Line of Credit Promissory Note was approved by

the Company’s Board of Directors, including the independent members thereof.

April 23, 2024, the Company’s Board of Directors approved NextTrip to enter into a series of unsecured promissory notes with certain

investors, directors, officers, and employees to be identified subsequently by the Company, who shall individually provide funds (the

“Advances”) for the aggregate principal amount of $1,000,000.

As of August 31, 2024, the full principal amount of $1,000,000

had been advanced to the Company.

The Promissory Notes accrue interest at a rate equal to 7.5% simple interest per annum, and will automatically

mature and become due and payable one year from the date of execution, subject to certain limited exceptions.

The Promissory Notes, or

any portion thereof, may be prepaid by NextTrip without any penalty.

May 21, 2024, NextTrip issued an unsecured promissory note, in the principal amount of $455,000 (the “Promissory Note”),

to Donald Monaco to memorialize the terms and conditions of certain working capital advances made by Mr.

Monaco to NextTrip.

As of August 31, 2024, the outstanding principal balance of the Line of Credit Promissory Note was $405,000.

The Promissory Note accrues interest at a rate equal to 7.5% simple interest per annum, and will automatically mature and

become due and payable in full on February 28, 2025, subject to certain limited exceptions.

The Promissory Note, or

any portion thereof, may be prepaid by NextTrip without any penalty.

Monaco serves as Chairman of the Company’s Board of

The Promissory Note was approved by the Company’s Board of Directors, including the independent

members thereof.

The promissory note was approved by the Board, including the independent members thereof.

On December 31, 2024,

the full outstanding balance of the note ($405,000) was converted into shares of our Series L Preferred.

On April 9, 2025, the Company entered into the two Trust Notes with the

Trust under our $2.0 million line of credit.

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

payment provided my Mr.

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

Monaco to the Company.

On May 6, 2025, the Company

entered into the MIP Line of Credit with MIP, providing the Company with a $3,000,000 revolving line of credit.

The MIP Line of Credit

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

Advances made under the MIP

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

Accrued interest

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

The full outstanding principal balance, together

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

The Company may, at its option,

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

The Company received an initial advance of $1,045,000

under the MIP Line of Credit, which was used to repay (i) a $400,000 cash advance previously made by the Trust to the Company (ii) and

all outstanding indebtedness under the terms of the Trust Notes, totaling $645,000.

Additional advances through May 28, 2025 totaled $441,575,

bringing the total amount advanced under the line to $1,486,575.

Monaco, Chairman of the Company’s Board of Directors, controls MIP.

Monaco is also trustee of the Trust.

The MIP Line of

Credit, including the use of proceeds from the initial advance made thereunder for the repayment of the cash advance and Trust

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

repayment of related party loans, to the extent not limited by any contractual terms, is subject to review and approval by the Audit

Committee which consists of independent directors which are not parties to the aforementioned related party loans.

of Deferred Salary to Company Stock

February 26, 2025, $500,000 of deferred salary owed to Mr.

Kerby was converted into 165,562 shares of Series L Preferred at a conversion

price of $3.02 per share.

Indemnification

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action or proceeding, including any action or proceeding by or in the right of us, arising out of the person’s services as a director

or executive officer.

or executive officer, including in connection with the Acquisition and related matters.

and Procedures for Related Person Transactions

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PRINCIPAL ACCOUNTING FEES AND SERVICES

following is a summary of the fees billed to the Company by TPS Thayer, the Company’s predecessor auditor for professional services

rendered with respect to the years ended February 29, 2024 and February 28, 2023.

No fees have yet been billed to the Company by Haynie

and Company, the Company’s current auditor:

Audit Related Fees

the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees that we paid for professional

services for the audit of our financial statements included in our Form 10-K and review of the interim financial statements included

in quarterly reports, and for services that are normally provided by the registered public accounting firm in connection with statutory

and regulatory filings or engagements;

“audit-related fees” are fees for assurance and related services that are reasonably

related to the performance of the audit or review of our financial statements;

and “tax fees” are fees for tax compliance,

tax advice and tax planning.

following table sets forth a summary of the fees billed to the Company by our current independent registered public account firm,

Haynie & Company, for professional services rendered with respect to the years ended February 28, 2025 February 29, 2024, as

applicable, as well as by TPS Thayer.

LLC (“TPS”), our predecessor auditor, for professional services rendered with respect to the

year ended February 29, 2024 (as noted in the footnotes to the following table):

Related Fees (2)

All other fees

(1) In accordance with the SEC’s

definitions and rules, “audit fees” are fees that we paid for professional services for the audit of our financial statements

included in our Annual Reports on Form 10-K and review of the interim financial statements included in quarterly reports, and for services

that are normally provided by the registered public accounting firm in connection with statutory and regulatory filings or engagements.

In addition to the amounts included in the table above, the Company paid TPS, its predecessor auditor, $44,000 in audit fees for the February

29, 2024 audit.

(2) In accordance with the SEC’s

definitions and rules, “audit-related fees” are fees for assurance and related services that are reasonably related to the

performance of the audit or review of our financial statements;

and “tax fees” are fees for tax compliance, tax advice and

tax planning.

(3) In accordance with the SEC’s

definitions and rules, tax fees” are fees for tax compliance, tax advice and tax planning.

Audit Committee’s pre-approval policies and procedures and other protocols are discussed in its written charter which can be found

18 unchanged sentences

such services.

our fiscal year ended , Haynie & Company provided no professional services other than those described above that would require our

our fiscal year ended February 28, 2025, Haynie & Company provided no professional services other than those described above that would require our

Audit Committee to consider their compatibility with maintaining the independence of Haynie & Company.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Our financial statements and related

notes thereto are listed and included in this Annual Report beginning on page F-1.

The following documents are furnished as exhibits to

this Form 10-K.

financial statements and related notes thereto are listed and included in this Report beginning on page F-1.

The following documents

are furnished as exhibits to this Form 10-K.

Share Exchange Agreement dated as of October 12, 2023 among Sigma Additive Solutions, Inc., NextTrip Holdings, Inc., NextTrip Group, LLC and the NextTrip Representative (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023, and incorporated by reference herein).

Amended and Restated Articles of Incorporation of the Company, as amended (previously filed by the Company as Exhibit 3.1 to the Company’s Form 10-K filed on March 24, 2022 and incorporated herein by reference).

Membership Interest Purchase Agreement, by and among NextTrip, Inc., FSA Travel, LLC, John McMahon, as Majority Member, and the other Signatories thereto, dated February 6, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 11, 2025, and incorporated herein by reference).

Share Exchange Agreement by and between the Company and Blue Fysh Holdings, Inc., dated February 24, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 27, 2025 incorporated herein by reference).

Asset Purchase Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 7, 2025, and incorporated herein by reference).

Amended and Restated Articles of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 24, 2022, and incorporated herein by reference).

Certificate of Amendment to Amended and Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 12, 2022, and incorporated herein by reference).

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Amendment No.

3 to Amended and Restated By-Laws of Sigma Additive Solutions, Inc.

3 to Amended and Restated Bylaws of Sigma Additive Solutions, Inc.

(filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 16, 2022, and incorporated herein by reference).

5 unchanged sentences

Certificate of Amendment, effective March 13, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 12, 2024 and incorporated herein by reference).

Form of Common Stock Purchase Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 6, 2018, and incorporated herein by reference).

Form of Placement Agent Warrants (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed April 6, 2018, and incorporated herein by reference).

Form of Common Stock Purchase Warrant.(filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 26, 2018, and incorporated herein by reference).

Form of Common Stock Purchase Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 14, 2019, and incorporated herein by reference).

Form of Unit Purchase Option (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 14, 2019, and incorporated herein by reference).

Form of Common Stock Purchase Warrant.(filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 8, 2019, and incorporated herein by reference).

Form of Placement Agent Warrant (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed May 8, 2019, and incorporated herein by reference).

Certificate of Designation of Series J Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Certificate of Designation of Series K Nonvoting Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Certificate of Designation of Series M Nonvoting Convertible Preferred Stock (filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Certificate of Designation of Series N Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 31, 2025 and incorporated herein by reference).

Certificate of Designation of Series O Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 11, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series A Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series B Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series C Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series D Preferred Stock (filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Withdrawal of Certificate of Designation of Series G Preferred Stock (filed as Exhibit 3.5 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Amendment to Certificate of Designation of Series I Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Amendment to Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Certificate of Designation of Series P Nonvoting Convertible Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Form of Institutional Common Warrant (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed January 30, 2020, and incorporated herein by reference).

Form of Class A Warrant (filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed January 30, 2020, and incorporated herein by reference).

Form of Common Stock Purchase Warrants (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 3, 2020, and incorporated herein by reference).

Form of Series A Warrant to Purchase Common Stock (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 3, 2020, and incorporated herein by reference).

Form of Underwriter Common Stock Purchase Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 12, 2021, and incorporated herein by reference).

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Form of Placement Agent Warrant (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 30, 2021, and incorporated herein by reference).

Warrant to Purchase Common Stock issued January 26, 2023.**

Description of Common Stock (set forth under the heading “Description of Our Securities” in the prospectus contained in the Company’s Registration Statement on Form S-1 (Registration No.

333-212735) filed on July 28, 2016, as amended, and incorporated by reference).

Form of Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 22, 2024 and incorporated by reference herein).

Warrant to Purchase Common Stock issued January 26, 2023 (filed as Exhibit 4.15 to the Company’s Annual Report on Form 10-K filed on March 30, 2023, and incorporated herein by reference).

Form of Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 22, 2024 and incorporated herein by reference).

Warrant by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 25, 2024, and incorporated herein by reference).

Warrant to Purchase Common Stock, dated November 1, 2024.

Warrant to Purchase Common Stock, dated December 3, 2024.

Cash Warrant, dated December 31, 2024.

Cashless Warrant, dated December 31, 2024.

Warrant to Purchase Common Stock, dated January 27, 2025.

Warrant to Purchase Common Stock, dated January 28, 2025.

Warrant to Purchase Common Stock issued to Greg Miller, dated as of February 24, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Warrant to Purchase Common Stock (Cash) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Warrant to Purchase Common Stock (Cashless) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Warrant to Purchase Common Stock issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Warrant by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025, and incorporated herein by reference).

Description of Securities.

Form of Nonqualified Stock Option Agreement (previously filed by the Company as Exhibit 10.4 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference)

Form of Incentive Stock Option Agreement (filed as Exhibit 4.3 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference).*

Form of Incentive Stock Option Agreement (previously filed by the Company as Exhibit 4.3 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference).

Form of Restricted Stock Agreement (previously filed by the Company as Exhibit 10.6 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference).

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(filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed on July 28, 2016, and incorporated herein by reference).

Securities Purchase Agreement, dated as of April 6, 2018, between Sigma Labs, Inc.

and the Purchasers thereunder (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2018 and incorporated herein by reference).

Securities Purchase Agreement, dated as of May 7, 2019, between the Company and the Purchaser (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 8, 2019, and incorporated herein by reference).

Employment letter agreement, effective as of July 1, 2019, between the Company and Frank D.

(filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2019, and incorporated herein by reference) *

letter agreement, effective as of July 1, 2019, between the Company and Frank D.

Orzechowski (filed as Exhibit 10.2 to the

Company’s Quarterly Report on Form 10-Q filed August 14, 2019, and incorporated herein by reference).

Securities Purchase Agreement (Institutional Investors) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 27, 2020, and incorporated herein by reference).

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Securities Purchase Agreement (Other Investors) (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed January 27, 2020, and incorporated herein by reference).

Private Placement Agreement (filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed January 27, 2020, and incorporated herein by reference).

Securities Purchase Agreement, dated as of April 2, 2020, between the Company and Purchasers (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 3, 2020, and incorporated herein by reference).

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2020 Stock Appreciation Rights Plan) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference).

Form of Waiver (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 12, 2021, and incorporated herein by reference).

Form of Securities Purchase Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2021, and incorporated herein by reference).

2021 and 2022 Corporate Goals – Cash and Equity Incentive Plan, dated June 10, 2021 (filed as an exhibit to the Company’s Current Report on Form 8-K filed June 15, 2021, and incorporated herein by reference).*

2022 Corporate Goals – Cash and Equity Incentive Plan, dated July 1, 2022 (filed as an exhibit to the Company’s Current Report on Form 8-K filed July 8, 2022, and incorporated herein by reference).*

Sigma Additive Solutions, Inc.

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Retention Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc.

and Jacob Brunsberg.***

and Jacob Brunsberg (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

Retention Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc.

and Frank Orzechowski.***

At-The-Market Sales Issuance Agreement dated August 14, 2023 between Sigma Additive Solutions, Inc.

and Lake Street Capital Markets, LLC (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed August 14, 2023 and incorporated herein by reference).

and Frank Orzechowski (filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

Asset Purchase Agreement dated as of October 6, 2023 between Sigma Additive Solutions, Inc.

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(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023 and incorporated by reference herein).

Separation Agreement between Sigma Additive Solutions and Jacob Brunsberg, dated November 22, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein).*

Separation Agreement between Sigma Additive Solutions and Frank Orzechowski, dated November 22, 2023 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein) .*

Retention Bonus and Separation Agreement between Sigma Additive Solutions and Jacob Brunsberg, dated November 22, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein).

Retention Bonus and Separation Agreement between Sigma Additive Solutions and Frank Orzechowski, dated November 22, 2023 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein).

2023 Equity Incentive Plan (filed as Annex D to the Company’s Definitive Proxy Statement on Schedule 14A filed on December 1, 2023 and incorporated herein by reference).

Employment letter agreement dated December 29, 2023 between Sigma Additive Solutions, Inc.

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Form of Securities Purchase Agreement, dated as of February 15, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 22, 2024 and incorporated herein by reference).

Unsecured Promissory Note by and between the Company and Steve Kircher, dated October 18, 2024.

Promissory Note by and between the Company and Carmen Diges, dated October 18, 2024.

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 25, 2024, and incorporated herein by reference).

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed September 25, 2024 and incorporated herein by reference).

Promissory Note and Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated October 18, 2024.

Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated November 8, 2024.

Promissory Note by and between the Company and 1800 Diagonal Lending LLC, dated November 8, 2024.

Form of Series J Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Form of Series K Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Form of Series M Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Unsecured Promissory Note, dated as of December 31, 2024 (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Registration Rights Agreement, dated as of December 31, 2024 (filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Form of Series N Preferred Stock Securities Purchase Agreement, dated as of January 28, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 31, 2025, and incorporated herein by reference).

Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated February 4, 2025.

Promissory Note by and between the Company and 1800 Diagonal Lending LLC, dated February 4, 2025.

Form of Series I Preferred Stock Securities Purchase Agreement, dated as of February 24, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and Greg Miller (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Related Party Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and William Kerby (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Related Party Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and Donald P.

Monaco (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Equity Investment Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Debt Exchange Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Consulting Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025 and incorporated herein by reference).

Promissory Note by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 4, 2025 and incorporated herein by reference).

License Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2025 and incorporated herein by reference) .

Unsecured Promissory Note ($500,000) by and between NextTrip Holdings, Inc.

and William Kerby, dated as of February 29, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2024 and incorporated herein by reference).

Unsecured Line of Credit Promissory Note by and between NextTrip Holdings, Inc.

and William Kerby and Donald Monaco, dated as of March 18, 2024.

(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 22, 2024 and incorporated herein by reference).

NextTrip Inc’s Insider Trading Policy**

and Donald P.

Monaco Insurance Trust, dated April 9, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2025 and incorporated herein by reference).

Unsecured Promissory Note ($145,000) by and between NextTrip Holdings, Inc.

and Donald P.

Monaco Insurance Trust, dated April 9, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 11, 2025 and incorporated herein by reference).

Line of Credit Agreement, dated May 6, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2025 and incorporated herein by reference).

NextTrip Inc’s Insider Trading Policy (filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

List of Subsidiaries.

Consent of Haynie & Company.

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NextTrip, Inc.

Compensation Recovery Policy**

Compensation Recovery Policy (filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Indicates a management contract or compensatory plan or arrangement.

Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely

cause competitive harm if publicly disclosed.

Filed herewith.

Furnished herewith.

The XBRL related information in Exhibit 101 shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall

not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall

be expressly set forth by specific reference in such filing or document.

FORM 10-K SUMMARY.

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on its behalf by the undersigned, thereunto duly authorized.

ADDITIVE SOLUTIONS, INC.

September 4, 2024

NEXTTRIP, INC.

William Kerby

1 unchanged sentence

Executive Officer)

September 4, 2024

Frank Orzechowski

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Executive Officer (Principal Executive Officer and Director)

September 4, 2024

William Kerby

Frank Orzechowski

Financial Officer

September 4, 2024

Financial and Accounting Officer)

September 4, 2024

Frank Orzechowski

(Principal Financial and Accounting Officer)

Chairman, Director

Salvatore Battinelli

September 4, 2024

Salvatore Battinelli

Dennis Duitch

September 4, 2024

Dennis Duitch

Jacob Brunsberg

to Financial Statements

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(the Company) as of February 28, 2025 and February 29,

28, 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in

the two-year period ended February 29, 2024, and the related notes (collectively referred to as the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 29,

2024 and February 28, 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended

February 29, 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in

Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a negative working capital

that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters

are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the

two-year period ended February 28, 2025, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the

Company as of February 28, 2025 and February 29, 2024, and the results of its operations and its cash flows for each of the years in

the two-year period ended February 28, 2025, in conformity with accounting principles generally accepted in the United States of

Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 of the financial statements, the

Company has suffered recurring losses from operations and has an accumulated deficit of ($34,349,823).

The losses in conjunction with

uncertainty around the success of management’s future plans, raise substantial doubt about its ability to continue as a going concern.

Management’s plans are described in Note 1.

The consolidated financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

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Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisition with Sigma Additive Solutions, Inc.

of the Matter

described in Note 1 of the financial statements, Sigma entered into a share exchange agreement with NextTrip, Inc.

whereby the NextTrip,

would exchange all outstanding shares of NextTrip Inc.

in exchange for 156,007 of restricted sigma shares, with a right to receive

up to an additional 5,843,993 restricted shares.

Sigma was considered the legal acquirer and NextTrip Inc.

was treated as the accounting

As such the Company accounted for the transaction as a reverse merger.

transaction is complex in nature, required management judgment, and required a thorough understanding of the transaction and related

accounting guidance.

We Addressed the Matter

obtained an understanding of the transaction through discussions with management, review of the underlying agreements, and review of

management’s memo in connection with ASC 805 Accounting for Business Combinations.

We then tested management’s assumptions

used in their analysis, the valuation of the shares issued, and the calculation of goodwill.

Haynie & Company

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that

are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and

we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

Valuation and Allocation of Warrants Issued

Description of the Matter

As described in Note 12 to the financial

statements, the Company issued promissory notes with warrants during the year ended February 28, 2025.

The Company recorded these transactions

in accordance with ASC 470-20, Debt – Debt with Conversion and Other Options which requires the Company to value the instruments

and allocate the proceeds based on relative fair values.

The valuation relies on management estimates and assumptions.

These transactions

are complex in nature, require management judgment, and require a thorough understanding of the transactions and related accounting guidance.

As such, we considered this to be a CAM.

How We Addressed the Matter

To address the CAM, we obtained and reviewed

all debt and warrant agreements;

tested the inputs and assumptions used by management in the valuations of the warrants;

independent recalculation of the fair value of the warrants;

and recalculated and tied out the allocation of proceeds between the debt

and warrant instruments.

Haynie & Company

Lake City, Utah

September 4, 2024

We have served as the Company’s auditor since 2024.

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

have served as the Company’s auditor since 2024.

BALANCE SHEETS

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Security deposit

Right of Use Asset

Equity investments

Other prepaid assets

Total Non-Current Assets

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Accrued expenses

Convertible Notes

Deferred revenue

Notes payable

Notes payable - related parties

Operating Lease Liability – Short Term

Notes payable

Total Current Liabilities

Non- Current Liabilities

Operating Lease Liability – Long Term

Total Non-Current Liabilities

Total Liabilities

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Common Stock, par value $ 0.001 ,

1,200,000 shares authorized, 936,430

and 83,371 shares issued and

outstanding, respectively (*)

250,000,000 and 1,200,000

shares authorized, 1,656,738 and 936,430

shares issued and outstanding, respectively (*)

Additional Paid in Capital ( * )

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Total Liabilities and Stockholders’ Equity

* On December 29,

2023, Sigma Additive Solutions, Inc.

acquired NextTrip in a reverse acquisition.

NextTrip Group, LLC was issued 83,371 shares of Sigma

Additive Solutions, Inc.

common stock in exchange for 100 % of the issued and outstanding capital stock of NextTrip at the time of the

reverse acquisition.

The Company has reflected this transaction retroactively in these financial statements .

December 29, 2023, the Company (then known as Sigma Additive Solutions, Inc.) acquired NextTrip Holdings, Inc.

in a reverse acquisition.

NextTrip Group, LLC (“NTG”) was issued 83,371 shares of Company common stock in exchange for

100 % of the issued and outstanding capital stock of NTH at the time of the reverse acquisition.

The Company has reflected this transaction

retroactively in these financial statements.

accompanying notes to financial statements

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

STATEMENTS OF OPERATIONS

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Loss on disposal of assets

Gain on extinguishment of liability

Gain (Loss) on extinguishment of liability

( 1,134,579 )

Loss on promissory note receivable

( 1,000,000 )

( 1,567,665 )

Interest income (expense), net

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Total other income (expense)

( 2,707,609 )

Net loss from continuing operations before taxes

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Provision for income taxes

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

$ ( 10,121,038 )

$ ( 6,656,837 )

Share of net loss of equity method investee

Net loss from continuing operations

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( 6,656,837 )

Net loss from discontinued operations, net of taxes

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

( 10,120,084 )

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Basic and diluted loss per common share from continuing operations(*)

Basic and diluted loss per common share from discontinued

operations ( * )

Basic and diluted loss per common share from discontinued operations (*)

Basic and diluted loss per common share (*)

Basic and diluted weighted average number of common shares (*)

* On December 29,

2023, Sigma Additive Solutions, Inc.

acquired NextTrip in a reverse acquisition.

NextTrip Group, LLC was issued 83,371 shares of Sigma

Additive Solutions, Inc.

common stock in exchange for 100 % of the issued and outstanding capital stock of NextTrip at the time of the

December 29, 2023, the Company (then known as Sigma Additive Solutions, Inc.) acquired NTH in a reverse acquisition.

NTG was issued

83,371 shares of Company common stock in exchange for 100 % of the issued and outstanding capital stock of NTH at the time of the

reverse acquisition.

1 unchanged sentence

accompanying notes to financial statements

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

STATEMENTS OF STOCKHOLDERS’ EQUITY

3 unchanged sentences

$ ( 16,811,863 )

$ ( 11,778,267 )

Issuance of Common Shares

Issuance of Preferred Shares

Conversion of Convertible Notes

Purchases of Common Shares

Issuance of Common Shares for Services

Reverse Acquisition of Sigma Additive Solutions, Inc.

Stock Compensation

Preferred Stock Dividends

( 7,332,151 )

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$ ( 24,151,139 )

Issuance of Preferred Shares

Conversion of Convertible Notes

Purchases of Common Shares

Issuance of Common Shares for Services

Reverse Acquisition of Sigma Additive Solutions, Inc.

Issuance of Preferred Shares in Private Placements

Conversion of Preferred Shares to Common Shares

Issuance of Preferred Shares for Debt Conversions

Issuance of Securities for Services

Securities Issued for Equity Investments

Issuance of Commitment Shares for Equity Line of Credit

Issuance of Common Shares for Warrant Exercises

Stock Compensation

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$ ( 34,349,823 )

* On December 29,

2023, Sigma Additive Solutions, Inc.

acquired NextTrip in a reverse acquisition.

NextTrip Group, LLC was issued 83,371 shares of Sigma

Additive Solutions, Inc.

common stock in exchange for 100 % of the issued and outstanding capital stock of NextTrip at the time of the

December 29, 2023, the Company (then known as Sigma Additive Solutions, Inc.) acquired NTH in a reverse acquisition.

NTG was issued

83,371 shares of Company common stock in exchange for 100 % of the issued and outstanding capital stock of NTH at the time of the

reverse acquisition.

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accompanying notes to financial statements

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

STATEMENTS OF CASH FLOWS

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Depreciation and amortization – property and equipment and intangibles

Depreciation of right of use asset

Amortization of Debt Discount

Amortization of prepaid expenses

Loss on promissory note receivable

Stock based compensation

Gain on extinguishment of liability

Loss on sale of intangible assets

(Gain) loss on extinguishment of liability

Loss on disposal of assets

Loss on share of net income in equity method investee

Changes in operating assets and liabilities:

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Security deposit

Right of use lease liability

Accounts payable and accrued expenses

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( 5,056,095 )

Net cash used in operating activities from discontinued operations

Net cash provided (used) in operating activities from discontinued operations

Net cash used in operating activities

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( 1,016,175 )

( 2,354,094 )

Promissory note – related party

Reverse acquisition of Sigma Additive Solutions, Inc.

Sale of Sigma Additive Solutions, Inc.

Investment in equity method investee

Reverse acquisition of Sigma Additive Solutions, Inc.

Sale of assets

Net cash provided (used) in investing activities

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Cash Flows from Financing Activities:

Proceeds from notes payable - related party

Proceeds from issuance of convertible notes

Proceeds from issuances of common shares

Proceeds from issuances of preferred shares

Notes payable

Issuance of convertible notes

Issuances of common shares

Issuances of preferred shares

Exercise of warrants

Advances from related party, net

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Issuance of preferred shares for services

Issuance of common shares for services

Issuance of common shares as commitment shares

Issuance of common warrants for services

Issuance of common shares for equity investments

Issuance of preferred shares for equity investments

Issuance of preferred shares for perpetual software license

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Preferred stock dividends

Issuance of common shares for services

accompanying notes to financial statements

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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to “NextTrip, Inc.”

Company’s corporate office is located at 3900 Paseo del Sol, Santa Fe NM 87507 The consolidated financial statements include the

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

incorporated October 22, 2015, and Extraordinary Vacations

USA, Inc., incorporated on June 24, 2002.

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

(“NextTrip”) was a wholly owned subsidiary

of NextTrip Group, LLC (“Group”), which in turn, was a wholly owned subsidiary of NextPlay Technologies, Inc.

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

The consolidated financial statements include

the accounts of the Company’s wholly owned subsidiaries, NextTrip Holdings Inc., incorporated on October 22, 2015, and

Extraordinary Vacations USA, Inc., incorporated on June 24, 2002.

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

(“NTH”) was a wholly owned subsidiary of

NextTrip Group, LLC (“NTG”), which in turn, was a wholly owned subsidiary of NextPlay Technologies, Inc.

(“NextPlay”).

All of the business operations of Group were conducted through its subsidiaries.

All of the business operations of NTG were conducted through its subsidiaries.

On January 25, 2023,

NextPlay and Group entered into an Amended and Restated Separation Agreement (“Separation Agreement”), Amended and

Restated Operating Agreement (“Operating Agreement”), and Exchange Agreement (“Exchange Agreement”),

together the Agreements (“Agreements”), whereby NextPlay transferred their interest in the travel business to Group.

Pursuant to the Exchange Agreement, NextPlay exchanged 1,000,000

Membership Units of Group for 400,000

Preferred Units of Group, with a value of $ 10

Prior to the exchange for Preferred Units, Group had a payable due to NextPlay of $ 17,295,873 ,

representing cash advances and payment of expenses by NextPlay on behalf of Group, while NextPlay had obligations to provide ongoing

support to NextTrip.

NextPlay and NTG entered into an Amended and Restated Separation Agreement, Amended and Restated Operating Agreement, and Exchange

Agreement (the “NextPlay Exchange Agreement”, whereby NextPlay transferred their interest in the travel business

Pursuant to the NextPlay Exchange Agreement, NextPlay exchanged 1,000,000

Membership Units of NTG for 400,000

Preferred Units of NTG, with a value of $ 10

Prior to the exchange for Preferred Units, NTG had a payable due to NextPlay of $ 17,295,873 ,

representing cash advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had obligations to provide ongoing

support to NTH.

Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s

ongoing support obligations except for a $ 1.5 million advance remaining under a promissory note and as such NextTrip recorded the

payable as contributed capital.

Company provides travel technology solutions with sales originating in the United States, with a primary emphasis on hotels, air, and all-inclusive travel packages.

Our proprietary booking engine, branded

as NextTrip 2.0, provides travel distributors access to a sizeable inventory.

Company owns 50 % of Next Innovation LLC (Joint Venture) and this entity is in the process of a first structure plan.

No activities nor

operations occurred in 2023 or 2024 and NextTrip, Inc.

does not have control of the company and therefore no minority interest was recorded.

October 12, 2023, Sigma entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”) with NextTrip, Group,

and William Kerby (the “NextTrip Representative”).

Under the terms of the Exchange Agreement, the parties agreed that Group

would sell and transfer to Sigma all of the issued and outstanding shares of NextTrip in exchange for 156,007 restricted shares of Sigma

common stock (the “Closing Shares”), issuable at closing, and the right to receive up to an additional 5,843,993 restricted

shares of Sigma common stock upon satisfaction of certain milestones set forth in the Exchange Agreement (the “Contingent Shares,”

and together with the Closing Shares, the “Restricted Shares”), which Restricted Shares are issuable to the members of Group,

on a pro rata basis, under the terms of the Exchange Agreement, subject to certain closing conditions (the “Acquisition”).

Upon the closing of the Acquisition on December 29, 2023, NextTrip became a wholly owned subsidiary of Sigma.

Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of Sigma common stock, or approximately 90.2 % of

the issued and outstanding shares of Sigma common stock immediately prior to the closing.

The Acquisition will likely result in a change

of control, with the members of Group receiving an aggregate number of shares that exceeds the number of shares that held by the legacy

shareholders of Sigma.

As a result, the Acquisition is accounted for as a reverse acquisition of NextTrip by Sigma, whereby Sigma is

treated as the legal acquirer and NextTrip is treated as the accounting acquirer.

As a result, the historical financial information presented

is that of NextTrip.

ongoing support obligations except for a $ 1.5

million advance remaining under a promissory note and, as such, NTH recorded the payable as contributed capital.

Company provides travel technology solutions with sales originating in the United States, with a primary emphasis on hotels, air, and

all-inclusive travel packages.

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

Company owns 50 %

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

No activities nor operations occurred

through Next Innovation in fiscal years 2024 or 2025 and the Company does not have control of Next Innovation and therefore no minority interest

was recorded.

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

Agreement”) with NTH, NTG, and William Kerby (the “NextTrip Representative”).

Under the terms of the Exchange

Agreement, the parties agreed that NTG would sell and transfer to the Company all of the issued and outstanding shares of NTH in

exchange for 156,007

restricted shares of Company common stock (the “Closing Shares”), issuable at closing, and the right to receive up to an

additional 5,843,993

restricted shares of Company common stock upon satisfaction of certain milestones set forth in the Exchange Agreement (the

“Contingent Shares,” and together with the Closing Shares, the “Restricted Shares”), which Restricted Shares

are issuable to the members of NTG, on a pro rata basis, under the terms of the Exchange Agreement, subject to certain closing

conditions (the “NextTrip Acquisition”).

Upon the closing of the NextTrip Acquisition on December 29, 2023, NTH

became a wholly owned subsidiary of the Company.

Contingent Shares, together with the Closing Shares, will not exceed 6,000,000

shares of Company common stock, or approximately 90.2 %

of the issued and outstanding shares of Company common stock immediately prior to the closing.

The NextTrip Acquisition will likely

result in a change of control, with the members of NTG receiving an aggregate number of shares that exceeds the number of shares

that held by the legacy shareholders of Sigma.

As a result, the NextTrip Acquisition is accounted for as a reverse acquisition of

NTH by the Company, whereby the Company is treated as the legal acquirer and NTH is treated as the accounting acquirer.

the historical financial information for the periods prior to closing of the NextTrip Acquisition presented is that of

accordance with ASC 805 - 40 - 45 - 1, the consolidated financial statements prepared following a reverse acquisition

are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the

financial statements as a continuation of the financial statements of the legal subsidiary (NextTrip), with one adjustment, which

financial statements as a continuation of the financial statements of the legal subsidiary (NTH), with one adjustment, which

is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

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the number of shares of the legal parent issued in the reverse acquisition.

assets and liabilities of Sigma Additive Solutions, Inc.

were recognized at fair value under ASC 805 as described in NOTE 8 –

assets and liabilities of Sigma were recognized at fair value under ASC 805 as described in NOTE 8 –

of February 28, 2025, and February 29, 2024, the Company had an accumulated deficit of $ 34,349,823 and $ 24,151,139 , respectively, and

working capital deficit of $ 105,577 and $ 262,005 , respectively, and has incurred losses since incorporation.

The Company will need

to raise additional funds through equity or debt financings to support the 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

The Company will need to

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

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

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

planned revenue streams are fully implemented and begin to offset our operating costs.

In the event the Company is unable to raise adequate funding in the future

for its operations and to pay its outstanding debt obligations, the Company may be forced to scale back its business plan and/or liquidate

some or all of its assets or may be forced to seek bankruptcy protection.

In light of the foregoing, there is substantial doubt about our ability

to continue as a going concern for 12 months from the date of the filing of this Annual Report.

Issues Surrounding the COVID-19 Pandemic

March 11, 2020, the World Health Organization declared COVID-19 a global pandemic.

This contagious disease outbreak and any related adverse

public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn.

duration and severity of the COVID-19 pandemic impeded global economic activity for an extended period of time, even as restrictions

have been lifted in many jurisdictions (including the United States) and vaccines are being made available, leading to decreased per

capita income and disposable income, increased and sustained unemployment or a decline in consumer confidence, all of which significantly

reduced discretionary spending by individuals and businesses on travel and may create a recession in the United States or globally.

turn, that could have a negative impact on demand for our services.

We also cannot predict the long-term effects of the COVID-19 pandemic

on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry.

The aforementioned

circumstances could result in a material adverse impact on our business, financial condition, results of operations and cash flows, potentially

for a prolonged period.

we currently cannot predict the full impact of the COVID-19 pandemic on our fiscal 2025 financial results relating to our operations,

we anticipate an increase in year-over-year revenue as compared to fiscal year 2023.

However, the ultimate extent of the COVID-19 pandemic

and its impact on global travel and overall economic activity is constantly changing and impossible to predict currently.

Company is seeing the return to normal operations.

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

In the event the Company is unable to raise adequate

funding in the future for its operations and to pay its outstanding debt obligations, the Company may be forced to scale back its business

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

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

filing of this Report.

2 – Summary of Significant Accounting Policies

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All financial information has been rounded to the nearest dollar except where otherwise indicated.

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated

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assessment of the Company to continue as a going concern;

The assessment of the allowance on the related party promissory note receivable;

Estimates of purchase price allocation;

assessment of the allowance on the related party promissory note receivable;

of purchase price allocation;

measurement and useful life of intangible assets and property and equipment

Estimates of fair value of equity instruments;

of fair value of equity instruments;

Recoverability

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in accordance with ASC Topic No.

260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options

260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options, preferred stock

or note conversion features were excluded due to the anti-dilutive effect they would have on the computation.

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and Cash Equivalents

consists of amounts denominated in US dollars.

consists of amounts denominated in USD.

The Company has not experienced any losses on such accounts.

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

The allowance for doubtful accounts is the Company’s

best estimate of the amount of probable credit losses in its existing accounts receivable.

The allowance for credit losses is the Company’s

best estimate of the amount of probable losses in its existing accounts receivable.

Company considers accounts receivable to be fully collectible;

accordingly, no allowance for doubtful accounts is required.

accordingly, no allowance for credit losses is required.

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

accounts receivable balances as of February 28, 2025 and February 29, 2024, were $ 22,567 and $ 34,092 , respectively.

Promissory Note Receivable

from NextPlay under the promissory note as described in NOTE 1 – Business Description and Going Concern were $ 2,567,665

and $ 1,933,908 respectively.

Management has determined that, since NextPlay is in default under the terms of the promissory note, collectability

of the entire related party receivable as of February 29, 2024 is uncertain, and has therefore established an allowance for doubtful

accounts of $ 1,567,665 .

As of February 28, 2023, no allowance for doubtful accounts was established.

in Equity Method Investees

Company holds investments in certain entities that are accounted for under the equity method of accounting, as well as investments that

are accounted for under the fair value method pursuant to ASC 321, “Investments - Equity Securities.” Under the equity method,

investments in entities in which the Company has significant influence, but not control, are initially recognized at cost and adjusted

thereafter to recognize the Company’s share of the investees’ earnings or losses and other comprehensive income.

Company determines the existence of significant influence based on various factors, including representation on the investees’

board of directors, participation in policy-making processes, and material intercompany transactions.

Company’s equity method investments are evaluated periodically for impairment by assessing whether events or changes in circumstances

indicate that the carrying value of the investment may not be recoverable.

When such indicators exist, the Company performs an impairment

test and recognizes an impairment loss to the extent that the carrying amount of the investment exceeds its fair value.

Distributions

received from equity method investees that exceed cumulative earnings recognized by the Company are considered a return of investment

and are recorded as a reduction in the carrying amount of the investment.

resulting from changes in the Company’s ownership interest in equity method investees that do not result in a loss of significant

influence are accounted for prospectively.

accordance with ASC 323, “Investments - Equity Method and Joint Ventures,” the Company records a basis difference when the

carrying value of its equity method investment differs from its share of the investee’s fair value of net assets at the acquisition

This basis difference is allocated to the investee’s identifiable assets and liabilities based on their fair values.

amortization of any basis difference related to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s

share of the investee’s earnings or losses.

Any basis difference related to non-depreciable assets, including goodwill, is generally

not amortized, but is subject to impairment testing as necessary.

Company assesses the impact of any basis differences on its earnings and the carrying value of its equity method investments.

difference is determined to exist, the appropriate adjustments are made to reflect the amortization of such differences in the consolidated

financial statements.

in Equity Securities without Readily Determinable Fair Value

accordance with ASC 321-10-35-2, the Company holds certain investments in equity securities in which the Company does not have significant

influence or control, and for which fair value is not readily determinable.

These investments are primarily accounted for at cost, less

any impairment.

The carrying amount is periodically evaluated for impairment, and if necessary, an impairment loss is recognized in the

statement of operations.

These investments are not adjusted for unrealized gains or losses unless an impairment is identified.

in Earnings of Equity Method Investees

Company’s share of earnings or losses from equity method investees is recognized in the consolidated statement of operations within

“Equity in share of loss of equity method investees,” net of any related income taxes.

Value Measurements

fair value of equity method investments is disclosed when available and practical to determine.

However, for investments that are not

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

Note Receivable

from NextPlay under the promissory note as described in NOTE 1 – Business Description and Going Concern were $ 0 and $ 1,000,000

at February 28, 2025 and February 29, 2024, respectively.

Pursuant to the terms of the Promissory Note (the “NextPlay Note”)

between NTH and NextPlay, the NextPlay Note was due and payable in full on the earlier of September 1, 2023 or the date the Company

completed a financing of $ 10 million or more.

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

of the NextPlay Note.

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

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

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

into involuntary bankruptcy as a result of unpaid fees.

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

be predicted.

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

an allowance for doubtful accounts for the entire balance of $ 2,567,665 .

Of this amount, $ 1,000,000 was recorded as of February 28, 2025,

and $ 1,567,665 was recorded as of February 29, 2024.

and Equipment

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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.

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

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Codification.

The Company recognizes revenue in accordance with ASC Topic No.

May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2014-09, Revenue from Contracts

with Customers .

ASU 2014-09 is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition

guidance under prior U.S.

GAAP and replaced it with a principles-based approach for determining revenue recognition.

The core principle

of the standard is the recognition of revenue upon the transfer of promised goods or services to customers in an amount that reflects

the consideration to which the company expects to be entitled in exchange for those goods or services.

In general, we determine revenue

recognition by:

Company recognizes revenue in accordance with ASC Topic No.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued

Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers .

ASU 2014-09 is a comprehensive revenue recognition

standard that superseded nearly all existing revenue recognition guidance under prior GAAP and replaced it with a principles-based

approach for determining revenue recognition.

The core principle of the standard is the recognition of revenue upon the transfer of promised

goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for

those goods or services.

In general, we determine revenue recognition by:

(1) identifying the contract, or contracts, with our customer;

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(3) determining the transaction price;

(4) allocating the transaction price to performance obligations in the contract;

and (5) recognizing

revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.

Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of

(4) allocating the transaction price

to performance obligations in the contract;

and (5) recognizing revenue when, or as, we satisfy performance obligations by transferring

the promised goods or services.

Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel and the date of

cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability

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and Marketing

and administration expenses consist primarily of marketing and promotional expenses, expenses related to our participation in industry

and marketing expenses consist primarily of marketing and promotional expenses, expenses related to our participation in industry

conferences, and public relations expenses.

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periods presented.

Company has no tax positions at February 29, 2024 and 2023 for which the ultimate deductibility is highly uncertain but for which there

is uncertainty about the timing of such deductibility.

Company had no tax positions at February 28, 2025 or 2024 for which the ultimate deductibility was highly uncertain but for which there

was uncertainty about the timing of such deductibility.

Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

the years ended February 29, 2024 and February 28, 2023, the Company recognized no interest and penalties.

All tax years starting with

2019 are open for examination.

During the years ended February 28, 2025 and February 29, 2024, the Company recognized no interest and penalties.

All tax returns

for years starting with 2021 and thereafter remain open for examination by the IRS.

adopted accounting pronouncements

August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—

Contracts in Entity’s Own Equity (Subtopic 815-40).

The FASB issued this ASU to address issues identified as a result of the complexity

associated with GAAP for certain financial instruments with characteristics of liabilities and equity.

Complexity associated with the

accounting is a significant contributing factor to numerous financial statement restatements and results in complexity for users attempting

to understand the results of applying the current guidance.

In addressing the complexity, the FASB focused on amending the guidance on

convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity.

For convertible

instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock.

Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared

with current GAAP.

Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features

that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for

a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums

are recorded as paid-in capital.

The FASB concluded that eliminating certain accounting models simplifies the accounting for convertible

instruments, reduces complexity for preparers and practitioners, and improves the decision usefulness and relevance of the information

provided to financial statement users.

In addition to eliminating certain accounting models, the FASB also decided to enhance information

transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance on

the basis of feedback from financial statement users.

The FASB decided to amend the guidance for the derivatives scope exception for

contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

The FASB observed that the application

of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically

similar contracts as equity.

The FASB also decided to improve and amend the related EPS guidance.

The amendments in this ASU are effective

for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive

Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation

The FASB Issued this ASU to amend and align various SEC paragraphs within the Codification with interpretive guidance recently

issued by the Securities and Exchange Commission (SEC).

Specifically, this update codifies the guidance from SEC Staff Accounting Bulletin

120, which clarifies the application of ASC 718 – Compensation—Stock Compensation to certain share-based payment

arrangements.

120 was issued in response to concerns about so-called “spring-loaded” awards — share-based compensation

arrangements granted shortly before the release of material nonpublic information (MNPI) that is expected to significantly affect the

market price of the issuer’s stock.

120 does not change the fundamental measurement principles of ASC 718, but it emphasizes

the requirement to include the impact of MNPI in estimating fair value at the grant date when it is reasonable to expect that such information

would be factored into the pricing by a market participant.

Under ASC 718, entities must measure the grant-date fair value of equity-classified

awards using an option-pricing model and inputs that reflect assumptions a market participant would make.

120 reinforces that

this includes:

(i) adjusting expected volatility or stock price to reflect the anticipated impact of MNPI;

(ii) documenting the rationale

for assumptions that do not reflect such information, if applicable;

and (3) ensuring internal control processes capture relevant information

in determining grant-date fair value.

The Company adopted ASU 2023-03 effective January 1, 2024.

In conjunction with this adoption, the

Company reviewed its stock compensation grant practices and valuation procedures under ASC 718.

While the Company has not historically

granted awards in close proximity to the release of MNPI, it has updated its internal controls to require additional documentation and

review for any future awards that may be subject to this scenario.

The adoption of ASU 2023-03 did not result in any changes to the recognition

or measurement of share-based payment expense in the Company’s consolidated financial statements.

However, the Company enhanced

its internal controls around the timing and valuation of equity awards to ensure compliance with the interpretive guidance of SAB No.

120 and ASC 718.

November 2023, the FASB issued ASU 2023-07 to improve disclosures about a public entity’s reportable segments and address investor

feedback for greater transparency.

The amendments are intended to enhance the usefulness of segment information, particularly regarding

expenses, by requiring more detailed disclosures and expanding the scope of interim disclosures.

The Company adopted ASU 2023-07 for

its fiscal year beginning March 1, 2024 (i.e., for the fiscal year ending February 28, 2025), as required.

The amendments require entities

to disclose, on an annual and interim basis:

(i) significant segment expenses that are regularly provided to the chief operating decision

maker (“CODM”);

(ii) an explanation of how reported segment profit or loss is measured, (ii) The title and position of the CODM;

a description of how the CODM uses reported measures in decision-making;

and (iv) expanded disclosures of segment information in interim

periods, consistent with annual disclosures.

manage the Company as one reportable segment, Travel Products and Services.

Travel bookings are the source of our revenues and include

the sale of travel products such as airline tickets and hotel rooms as well as travel services such as travel insurance and ground activities.

The segment information aligns with how the Company’s CODM reviews and manages our

The Company’s CODM is the Company’s Chief Executive Officer.

information and annual operating plans and forecasts are prepared and are reviewed by the CODM at a consolidated level.

The CODM assesses

performance for the Travel Products and Services segment and decides how to allocate resources based on revenue and net income that is

reported on the Consolidated Statements of Operations.

The Company’s objective in making resource allocation decisions is to optimize

the financial results.

The accounting policies of our Travel Products and Services segment are the same as those described in the summary

of significant accounting policies herein.

our single reportable segment-level financial information, total assets, and significant non-cash transactions, see the Financial Statements.

issued accounting pronouncements not yet adopted

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income

Tax Disclosures , to enhance the transparency and decision-usefulness of income tax information provided to investors.

The amendments

focus primarily on expanding the disclosures related to the effective tax rate reconciliation and income taxes paid.

Key provisions of

the update include:

(i) enhanced disclosure of the effective tax rate reconciliation, using both standardized categories and quantitative

disclosure of individual reconciling items that meet specified thresholds;

(ii) required disaggregation of income taxes paid, by federal,

state, and significant foreign jurisdictions;

(iii) additional qualitative disclosures about tax-related assumptions and estimation methodologies.

ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024.

As a result, the Company

will adopt the standard for its fiscal year beginning March 1, 2025 (ending February 28, 2026).

Early adoption is permitted;

but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The FASB specified

that an entity should adopt the guidance as of the beginning of its annual fiscal year.

The FASB decided to allow entities to adopt the

guidance through either a modified retrospective method of transition or a fully retrospective method of transition.

The Company adopted

ASU 2020-06 on March 1, 2022 on a prospective basis.

The adoption of this standard did not have an impact on the Company’s consolidated

financial statements.

May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50),

Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.

2021-04 requires accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants)

that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange.

recognition of the modification depends on the nature of the transaction in which the equity-classified written call option is modified.

If there is more than one element in a transaction (for example, if the modification involves both a debt modification and an equity

issuance), then the guidance requires allocating the effect of the option modification to each element.

ASU 2021-04 is effective for

the Company beginning in the first quarter of 2022.

ASU 2021-04 should be applied prospectively to modifications or exchanges occurring

on or after the effective date of the amendments.

The Company adopted ASU 2021-04 on March 1, 2022 on a prospective basis.

of this standard did not have an impact on the Company’s consolidated financial statements.

March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”:

Troubled Debt Restructurings and Vintage Disclosures.

Since the issuance of Accounting Standards Update No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of

Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of

Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach

with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops,

and performing an archival review of financial reports.

2022-02 is effective for annual and interim periods beginning after December

The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

the Company does not intend to early adopt.

The Company is currently evaluating the impact of the new standard on its income tax footnote

The adoption is not expected to have an impact on the Company’s consolidated financial position, results of operations,

or cash flows, but it will result in expanded and more detailed income tax disclosures beginning in fiscal 2026.

Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will

1 unchanged sentence

3 – Discontinued Operations

the fiscal year ended February 29, 2024, the Company completed the sale of certain assets of Sigma Additive Solutions, Inc., which has

been classified as discontinued operations in accordance with ASC 205-20, “Presentation of Financial Statements – Discontinued

October 6, 2023, the Company entered into a definitive asset purchase agreement (“APA”) with Divergent Technologies, Inc.,

(“Divergent”), pursuant to which the Company agreed to sell to Divergent, and Divergent agreed to purchase from us, certain

assets consisting primarily of patents, software code and other intellectual property for a purchase price of $ 1,626,242 , including a

the fiscal year ended February 29, 2024, the Company completed the sale of certain legacy assets of Sigma,

which has been classified as discontinued operations in accordance with ASC 205-20, “Presentation of Financial Statements

– Discontinued Operations.”

October 6, 2023, the Company entered into a definitive asset purchase agreement (the “Divergent Agreement”) with Divergent Technologies,

(“Divergent”), pursuant to which the Company agreed to sell to Divergent, and Divergent agreed to purchase from

us, certain assets consisting primarily of patents, software code and other intellectual property for a purchase price of $ 1,626,242 ,

including a $ 37,000

earnest-money deposit previously paid to us by Divergent.

The closing under the Asset Purchase Agreement occurred subsequent

to the closing of the reverse acquisition with NextTrip on January 12, 2024.

The closing under the Divergent Agreement occurred subsequent to the

closing of the reverse acquisition with NTH on January 12, 2024.

The parties’ respective obligations to close were

subject to the accuracy of the parties’ respective representations and warranties and performance of their respective covenants

and satisfaction or waiver of other customary conditions specified in the Asset Purchase Agreement.

In the interim, between the signing

date and closing date or termination of the Asset Purchase Agreement, Sigma granted Divergent a non-exclusive, nontransferable, non-sublicensable

(except to Divergent customers and affiliates), limited, irrevocable (except in connection with the termination of the Asset Purchase

Agreement), worldwide, royalty-free license to the “Licensed IP” (as defined) for testing, evaluation, and commercialization

A gain of $ 30,515 was recognized in the asset disposition transaction.

the year ended February 29, 2024, the Company recorded a loss of $ 675,314 from discontinued operations as follows:

subject to the accuracy of the parties’ respective representations and warranties and performance of their respective

covenants and satisfaction or waiver of other customary conditions specified in the Divergent Agreement.

In the interim,

between the signing date and closing date or termination of the Divergent Agreement, the Company granted Divergent a non-exclusive,

nontransferable, non-sublicensable (except to Divergent customers and affiliates), limited, irrevocable (except in connection with

the termination of the Divergent Agreement), worldwide, royalty-free license to the “Licensed IP” (as defined therein) for

testing, evaluation, and commercialization purposes.

A gain of $ 30,515 was

recognized in the asset disposition transaction.

the year ended February 28, 2025, the Company recorded a gain of $ 8,344 from discontinued operations as follows:

of Discontinued Operations

Cost of revenue

Salaries and benefits

Retention bonuses

Organization costs

Professional services

Investor relations services

Total Expenses

Loss from Discontinued Operations

Gain from Discontinued Operations

4 - Investment in Equity Method Investee

Purchase Agreement with FSA Travel, LLC

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

Travel, LLC (“FSA”).

Under the terms of the FSA Purchase Agreement, the Company acquired an initial 49 %

membership interest in FSA for a total of $ 1,000,000 .

The acquisition consideration consisted of $ 500,000

in cash and $ 500,000

of Series O Preferred shares ( 161,291

shares at $ 3.10

The investment in FSA is accounted for using the equity method of accounting in accordance with ASC 323 because

the Company has significant influence over the investee due to its 49 %

ownership interest.

to the FSA Purchase Agreement, NextTrip was granted an option to acquire the remaining 51 %

membership interest in FSA for an additional $ 1,000,000 .

The option is exercisable within 60 days from the execution of the FSA Purchase Agreement, subject to the satisfaction of certain

conditions outlined in the FSA Purchase Agreement.

The consideration for the remaining interest would consist of $ 500,000

in cash and $ 500,000 of

Series O Preferred shares ( 161,291

shares at $ 3.10

to the FSA Purchase Agreement, if the Company exercises its option to acquire the remaining 51 %

interest, incremental consideration would include four business milestone payments, payable upon achievement of such milestones.

achievement of each milestone would result in a payment of $ 200,000 ,

consisting of $ 100,000

in cash and $ 100,000

in Series O Preferred shares ( 32,258

shares at $ 3.10

These milestone payments are contingent upon the Company’s exercise of the option to acquire the remaining 51 %

of FSA, and are triggered only if the conditions necessary to exercise the option are satisfied.

The total milestone payments

are capped at $ 800,000

(four milestones at $ 200,000

per milestone).

These milestone payments are considered performance-based contingent consideration and will be recognized in the

future if and when the related milestones are satisfied, and the payments are made.

of February 28, 2025, the Company recorded its initial 49 % investment in FSA at $ 1,000,000 .

This amount includes $ 500,000 in cash

and $ 500,000 in Series O Preferred shares.

The carrying amount of the equity method investment will be adjusted based on the Company’s

share of FSA’s earnings or losses, in accordance with the equity method of accounting.

The milestones and contingent consideration

payments, including the additional $ 1,000,000 to acquire the remaining 51 % interest, will be recognized in the future if, as, and when

the conditions for such payments are satisfied.

total potential commitment for the Company under the FSA Purchase Agreement, assuming the satisfaction of all conditions and the

exercise of the option to acquire the remaining 51 %

interest, is $ 2,800,000 .

This includes $ 1,000,000

already paid for the 49 %

interest in FSA, $ 1,000,000

payable by the Company in the event that it exercises its option to acquire the remaining 51 %

of interests in FSA, and $ 800,000

for the milestone payments associated with the acquisition of the remaining interests.

Financial Information for FSA Travel, LLC

Travel’s fiscal year ends on December 31.

As of and for the year ended December 31, 2024, unaudited summarized financial

information for FSA is as follows:

of Unaudited Summarized Financial Information

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Member’s equity

$ ( 252,381 )

5 - Investment in Equity Securities

in Blue Fysh Holdings Inc .

February 24, 2025, the Company entered into a Share Exchange Agreement with Blue Fysh Holdings Inc.

(“Blue Fysh”), under

which the Company acquired a 10 % ownership interest in Blue Fysh.

As part of the transaction, the Company issued 483,000 shares of Series

N Nonvoting Preferred at an issuance price of $ 5.00 per share, totaling $ 2,415,000 , in exchange for 82 restricted shares

of Blue Fysh common stock.

The transaction closed on February 28, 2025.

Company’s investment in Blue Fysh is accounted for under the cost method, as the Company does not have significant influence over

No board appointments are contemplated as part of this transaction;

however, the Company has the right to appoint a representative

to the Blue Fysh Advisory Committee, which will allow the Company to receive financial updates as needed and to be informed of financial

events that could significantly impact the Company’s ownership position.

the Company’s ownership interest does not meet the criteria for significant influence pursuant to ASC 323, this investment is classified

as an equity security without a readily determinable fair value and is initially recorded at cost.

The Company will assess the investment

for impairment in future periods and recognize any impairment losses as necessary.

6 - Prepaid and Other Current Assets

1 unchanged sentence

of Prepaid and Other Current Assets

Prepaid marketing expenses

Prepaid other expenses

Prepaid cost of sales

January 25, 2023, as part of the separation agreement with NextPlay Technologies Inc., the Company assumed control of a lease arrangement

for office space in Florida.

Company adopted ASU 2016-02 (Topic ASC 842) Leases, which requires a lessee to recognize a lease asset and a leases liability for operating

leases arrangements greater than twelve (12) months.

determined that the arrangement was an operating lease at inception and included it in operating lease right-of-use (“ROU”)

assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheet as of February 28, 2023.

The office facility was occupied by NextTrip employees through March 16, 2023, when the landlord informed the NextTrip that would not

recognize NextTrip as the tenant.

The Company continued to negotiate the assumption of the lease with the landlord, but was ultimately

unsuccessful, and as a result derecognized the lease in the financial statements as of February 29, 2024.

No restatement was made for

fiscal year 2023 as the Company had use of the offices at that time and was in negotiations to assume the lease from NextPlay Technologies,

No payments have been made on the lease and no expense has been recognized for the year ended February 29, 2024.

Rent expense for the year ended February 28, 2023 was $ 40,554 .

Offering costs

Current portion of two-year strategic consulting contract

Cost of sales

Other expenses

Marketing expenses

7 - Property and Equipment

16 unchanged sentences

Intangible assets, net of amortization

expense for the years ended February 29, 2024, and February 28, 2023 was $ 1,449,925 and $ 676,853 , respectively, and recorded in operating

expense for the years ended February 28, 2025 and February 29, 2024 was $ 711,802

and $ 1,449,925 ,

respectively, and is recorded in operating expenses.

the years ended February 28, 2025 and February 29, 2024, the Company recorded no impairment losses associated with the carrying value

exceeding its recoverable amount.

The estimated aggregate amortization

expense for each of the succeeding years ending February 28 is as follows:

estimated aggregate amortization expense for each of the succeeding years ending February 28 is as follows:

of estimated aggregate amortization expense

discussed in Note 1, the legal acquisition of NextTrip by Sigma Additive Solutions, Inc.

was determined to be a reverse acquisition,

with NextTrip as the accounting acquirer, using the acquisition method of accounting in accordance with ASC 805, Business Combinations.

Under this method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based upon their estimated

fair values at the date of consummation of the transaction.

following table presents the allocation of the $ 2,368,418 million consideration for the acquisition and summarizes the estimated fair

values of the Sigma (the accounting acquiree) assets acquired and liabilities assumed for NextTrip (the accounting acquirer).

The estimated

consideration of approximately $ 2,368,418 million is based on Sigma’s closing share price of $ 3.0229 as reported on Nasdaq on December

29, 2023 multiplied by the 780,423 shares outstanding as of that date and the fair value of Series E Preferred Stock into 3,069 common

discussed in Note 1– Business Description and Going Concern , the legal acquisition of NTH by the Company was determined to be a reverse acquisition, with NTH as the accounting acquirer, using the acquisition method of accounting

in accordance with ASC 805, Business Combinations.

Under this method of accounting, the purchase price was allocated to the assets acquired

and liabilities assumed based upon their estimated fair values at the date of consummation of the transaction.

following table presents the allocation of the $ 2,368,418

consideration for the acquisition and summarizes the estimated fair values of the Sigma (the accounting acquiree) assets acquired

and liabilities assumed for NTH (the accounting acquirer).

The estimated consideration of approximately $ 2,368,418

is based on Sigma’s closing share price of $ 3.0229 ,

as reported on Nasdaq on December 29, 2023 multiplied by the 780,423

shares outstanding as of that date and the fair value of Series E Preferred Stock (on an as converted basis) into 3,069

common shares.

of Fair Value of Assets Acquired

11 unchanged sentences

to ASC 350-20, the Company assigned its goodwill to reporting units and is required to test each reporting unit’s goodwill for

impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than

not reduce the fair value of a reporting unit below its carrying amount.

The goodwill resulting from the reverse acquisition is primarily

attributable to NextTrip’s objective to obtain access to public markets to provide funding wherewithal to fund business growth.

NextTrip’s benefit in paying for these synergies in the reverse acquisition transaction are to avoid the time and expense of organizing

and executing an Initial Public Offering (“IPO”) transaction.

In the reverse acquisition, $ 52,310 of goodwill was allocated

to the Sigma Reporting Unit and $ 1,167,805 of goodwill was allocated to the NextTrip Reporting Unit under the acquisition method of accounting.

combined Company consists of two reporting units, Sigma and NextTrip.

As the accounting acquirer in the reverse acquisition, NextTrip

is considered to be an existing reporting unit and Sigma is considered to be a new reporting unit in that it is not in the same business

Accordingly, the reverse acquisition creates a new reporting unit which holds the Sigma business constituting an asset held

for sale as a result of the agreement for the sale of certain Sigma assets to Divergent 3D (“Divergent”) for a sales price

of $ 1,626,242 .

As such, the fair value of the Sigma Reporting Unit is determined to be $ 1,626,242 with the difference of $ 742,176 from

the purchase consideration being allocated to the NextTrip Reporting Unit.

The assets being sold to Divergent and the liabilities being

relieved from the Divergent transaction are assigned to the Sigma Reporting unit with the difference between the net fair value of those

assets and liabilities and the Sigma Reporting Unit being assigned to goodwill.

The goodwill being assigned to the NextTrip Reporting

Unit is determined by the difference between the purchase consideration assigned to the NextTrip Reporting Unit and the net acquired

Sigma assets and liabilities assumed that are assigned to the NextTrip Reporting Unit.

A gain of $ 37,592 was recognized in the disposition

is a reconciliation of goodwill as of February 29, 2024:

of Reconciliation of Goodwill

Reverse acquisition of Sigma Additive Solutions, Inc.

Reduction from sale of assets to Divergent Technologies

Balance, February 29, 2024

impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely

than not reduce the fair value of a reporting unit below its carrying amount.

The goodwill resulting from the reverse acquisition is

primarily attributable to NTH’s objective to obtain access to public markets to provide funding wherewithal to fund business

NTH’s benefit in paying for these synergies in the reverse acquisition transaction are to avoid the time and expense

of organizing and executing an Initial Public Offering transaction.

In the reverse acquisition, $ 52,310

of goodwill was allocated to the Sigma Reporting Unit (as defined below) and $ 1,167,805

of goodwill was allocated to the NTH Reporting Unit (as defined below) under the acquisition method of accounting.

combined Company consists of two reporting units, Sigma (the “Sigma Reporting Unit”) and NTH (the “NTH Reporting

As the accounting acquirer in the reverse acquisition, NTH is considered to be an existing reporting unit and Sigma is

considered to be a new reporting unit in that it is not in the same business as NTH.

Accordingly, the reverse acquisition creates a

new reporting unit which holds the Sigma business, constituting an asset held for sale as a result of the agreement for the sale of

certain legacy Sigma assets to Divergent for a sales price of $ 1,626,242 .

As such, the fair value of the Sigma Reporting Unit is determined to be $ 1,626,242 ,

with the difference of $ 742,176

from the purchase consideration being allocated to the NTH Reporting Unit.

The assets sold to Divergent and the

liabilities relieved from the Divergent transaction are assigned to the Sigma Reporting unit with the difference between the

net fair value of those assets and liabilities and the Sigma Reporting Unit being assigned to goodwill.

The goodwill being assigned

to the NTH Reporting Unit is determined by the difference between the purchase consideration assigned to the NTH Reporting

Unit and the net acquired Sigma assets and liabilities assumed that are assigned to the NTH Reporting Unit.

A gain of $ 37,592

was recognized in the disposition transaction.

10 - Accounts Payable and Accrued Liabilities

4 unchanged sentences

This standard requires the Company to provide a net deferred

tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting

methods and any available operating loss or tax credit carryforwards.

Income tax returns open for examination by the Internal Revenue

Service consist of tax years ended December 31, 2020 through 2022.

tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax

accounting methods and any available net operating loss or tax credit carryforwards.

Income tax returns open for examination by the

Internal Revenue Service consist of tax years ended February 28, 2021 through 2023.

Company had available at February 28, 2025 unused operating loss carryforwards of approximately $ 54,763,000 , which may be applied against

2 unchanged sentences

of the losses, which total $ 44,943,000 , can be carried forward indefinitely.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal

income tax reported purposes are subject to annual limitations.

Due to the change in ownership as a result of the reverse acquisition,

the Company’s net operating loss carryforwards may be limited as to use in future years, and any such limitation will be determined

on a year-to-year basis.

amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part,

upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined.

of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to

the tax effect of the loss carryforwards and other temporary differences of approximately $ 11,250,300 and $ 8,575,900 at February 29, 2024, and February

28, 2023, respectively, and, therefore, no deferred tax asset has been recognized for the loss carryforwards.

Due to the change in ownership provisions of the Tax Reform

Act of 1986, net operating loss carryforwards for Federal income tax reported purposes are subject to annual limitations.

change in ownership as a result of the reverse acquisition, the Company’s net operating loss carryforwards may be limited as to

use in future years, and any such limitation will be determined on a year-to-year basis.

The amount and ultimate realization of the

benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future

earnings of the Company and other future events, the effects of which cannot be determined.

Because of the uncertainty surrounding the

realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards

and other temporary differences of approximately $ 11,816,400 and $ 11,250,300 at February 28, 2025, and February 29, 2024, respectively,

and, therefore, no deferred tax asset has been recognized for the loss carryforwards.

tax assets are comprised of the following:

6 unchanged sentences

Valuation allowance

( 11,816,400 )

( 11,250,300 )

Net deferred tax asset (liability)

7 unchanged sentences

Preferred dividends

Loss on NextPlay note receivable

Stock compensation

4 unchanged sentences

Provision for Income Taxes

12 – Notes Payable

May 24, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 100,000 .

note bears interest at 7.5 % per annum and had a maturity date of the earlier of completion of a public financing or October 31, 2024.

The investor has consented to extend the maturity date on a month-to-month basis and continues to accrue interest.

As of February 28,

2025, the full principal amount of $ 100,000 was outstanding.

June 26, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 40,000 .

note bears interest at 7.5 % per annum and has a maturity date of June 25, 2025, which may be extended by written consent of the investor.

As of February 28, 2025, the full principal amount of $ 40,000 was outstanding.

September 19, 2024, the Company sold a short-term promissory note and warrants to Alumni Capital for total consideration of $ 250,000 .

After deducting commissions, net proceeds to the Company were $ 230,000 .

Alumni Note is in the principal amount of $ 300,000

with an original issue discount of $ 50,000

and guaranteed interest on the principal amount of 10 %

per annum which shall be due and payable on December

In the event of a failure to re-pay the Alumni Note on or before December 19, 2024, the interest rate will increase

to the lesser of twenty-two percent ( 22 % )

per annum or the maximum amount permitted under law from the due date thereof until the same is paid.

The Alumni Note is convertible

into common stock of the Company only upon an event of default.

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

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

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

and the remainder of the proceeds allocated to the note.

The relative fair value of the warrants at the time of issuance that was

allocated to additional paid-in capital was $ 116,322 .

The Alumni note and accrued interest was repaid on December 19, 2024.

October 18, 2024, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 154,440 .

The note includes an Original Issue Discount of $ 22,440 , and bears a one-time interest charge of 13 % , which was applied on the issuance

date to the principal.

The note is payable in ten equal installments of $ 17,452 beginning on November 15, 2024, and may be prepaid at

any time with no prepayment penalty.

Upon the event of default by the Company, any unpaid principal and interest may be converted to

common stock at the election of 1800 Diagonal Lending LLC.

As of February 28, 2025, the balance on the note, net of the unamortized debt

discount, was $ 80,114 .

November 1, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 250,000 .

The note bears guaranteed interest of 15 % , or $ 37,500 , payable in full together with the principal on the maturity date of May 1, 2025.

On November 29, 2024, the Company sold an additional short-term promissory note to the same investor in the aggregate principal amount

of $ 100,000 .

The note bears guaranteed interest of 15 % , or $ 15,000 , payable in full together with the principal on the maturity date

of May 29, 2025.

In connection with the promissory notes, the Company issued warrants to the investor to purchase up to 140,000 shares

of common stock at an exercise price of $ 3.25 per share with a three-year term.

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

short-term promissory notes were allocated to the notes and the warrants based on the relative fair values of the notes without the warrants

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

capital, and the remainder of the proceeds allocated to the note.

The relative fair value of the warrants at the time of issuance that

was allocated to additional paid-in capital was $ 120,239 .

On December 31, 2024, the Company entered into a Debt Exchange Agreement with

the investor whereby the entire principal balance of $ 350,000 plus guaranteed interest of $ 52,500 was converted into 133,278 shares of

the Company’s Series M Preferred Stock at a price of $ 3.02 per share.

November 8, 2024 , the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount

of $ 125,190 .

The note includes an Original Issue Discount of $ 18,190 , and bears a one-time interest charge of 13 % , which was applied

on the issuance date to the principal.

The note is payable in five installments, with the first payment in the amount of $ 70,732 due

on May 15, 2025 , and the remaining four equal installments of $ 17,683 are due on the 15 th of each of the next four successive

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

Upon the event of default by the Company, any unpaid principal

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

As of February 28, 2025, the balance on the

note, net of the unamortized debt discount was $ 113,223 .

December 31, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 220,000 .

The note bears guaranteed interest of 15 % , or $ 33,000 , payable in full on the issue date by the issuance of 10,927 shares of the Company’s

Series K Preferred Stock.

The note may be prepaid at any time without penalty.

Additionally, the Company issued a warrant to the investor

to purchase up to 220,000 shares of common stock with an exercise price of $ 4.00 per share and a three-year term.

In accordance with

ASC 470-20-25-2, the proceeds of the short-term promissory note were allocated to the note and the warrant based on the relative fair

values of the note without the warrant and of the warrant itself at time of issuance, with the portion of the proceeds allocated to the

warrants accounted for as paid-in capital, and the remainder of the proceeds allocated to the note.

The relative fair value of the warrant

at the time of issuance that was allocated to additional paid-in capital was $ 179,913 .

As of February 28, 2025, the balance on the note,

net of the unamortized debt discount, was $ 41,504 .

December 31, 2024, the Company sold a short-term promissory note to a private investor for $ 1,000,000 , with $ 500,000 funded on December

15, 2024 and $ 500,000 funded on January 15, 2025.

The note bears prepaid interest of 15 % , payable in 49,668 shares of the Company’s

Series K Preferred Stock.

In addition, the Company issued warrants to the investor to purchase up to 1,000,000 shares of the Company’s

common stock at an exercise price of $ 4.00 per share with an expiration date of June 30, 2028.

Up to 500,000 of the warrants may be exercised

on a cashless basis, at the election of the investor.

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

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

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

the proceeds allocated to the note.

The relative fair value of the warrant at the time of issuance that was allocated to additional paid-in

capital was $ 829,523 .

On February 26, 2025, the Company entered into a Debt Exchange Agreement with the investor whereby the entire principal

balance of $ 1,000,000 was converted into 250,000 shares of the Company’s Series P Preferred Stock at a price of $ 4.00 per share.

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

of $ 152,100 .

The note includes an Original Issue Discount of $ 22,100 , and bears a one-time interest charge of 13 % , which was applied

on the issuance date to the principal.

The note is payable in five installments, with the first payment in the amount of $ 85,937 due

on August 15, 2025, and the remaining four equal installments of $ 21,484 are due on the 15 th of each of the next four successive

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

Upon the event of default by the Company, any unpaid principal

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

As of February 28, 2025, the balance on the

note, net of the unamortized debt discount was $ 131,163 .

13 - Convertible Notes

3 unchanged sentences

to certain adjustments.

July 27, 2022 and February 21, 2023, the Company issued a total principal amount of $ 3,012,000

in convertible notes upon the receipt of proceeds from several investors.

The notes had an interest at a rate of 8 %

per annum and were convertible into shares and warrants in a new public company upon the completion of a merger with a Special

Purpose Acquisition Corporation (“SPAC”) at a conversion price of $ 3.00

per common share, subject to certain adjustments.

December 29, 2023, in connection with, and contingent upon the acquisition of NextTrip Holdings, Inc.

by Sigma Additive Solutions, Inc.

(the “Sigma Transaction”), each investor in a convertible note entered into a Debt Assignment and Conversion Agreement (the

Agreement”) with NextTrip Group, LLC (“Group”) and NextTrip Holdings, Inc.

(“NextTrip”) whereby the notes

and the debt represented thereon were assigned from NextTrip to Group and converted into common units of Group with the equivalent value

on the terms and conditions as set forth in the Agreements.

In exchange for entering into the Agreements, each investor received the

right to receive a number of Restricted Sigma Shares, including both Closing Shares and Contingent Shares, to be distributed by the Company

to the investor following the consummation of the Sigma Transaction.

The shares are issuable at a price of $ 3.00 , and include both principal

and accrued interest thereon.

Sigma Transaction was closed on December 29, 2023, and as a result, the Company issued to investors 52,818 Closing Shares, and the right

to receive 1,978,598 Contingent Shares, if issued.

the years ended February 29, 2024, and February 28, 2023, the Company recorded interest expense of $ 234,213 and $ 72,347 respectively,

related to the notes.

July 27, 2022 and February 21, 2023, the Company issued a total principal amount of $ 3,012,000 in convertible notes upon the receipt

of proceeds from several investors.

The notes had an interest at a rate of 8 % per annum and were convertible into shares and warrants

in a new public company upon the completion of a merger with a SPAC at a conversion

price of $ 3.00 per common share, subject to certain adjustments.

December 29, 2023, in connection with, and contingent upon the acquisition of NTH by the Company, each investor in a convertible

note entered into a Debt Assignment and Conversion Agreement with NTG and NTH, whereby the notes and the debt represented thereby

were assigned from NTH to NTG and converted into common units of NTG with the equivalent value on the terms and conditions as set

forth in the Debt Assignment and Conversion Agreements.

In exchange for entering into the Debt Assignment and Conversion Agreements,

each investor received the right to receive a number of Restricted Shares, including both Closing Shares and Contingent

Shares, to be distributed by the Company to each such investor following the consummation of the NextTrip Acquisition.

The shares were

issued at a price of $ 3.00 ,

and include both principal and accrued interest thereon.

NextTrip Acquisition closed on December 29, 2023, and as a result, the Company issued to the investors and aggregate of 52,818

Closing Shares, and the right to receive an aggregate of 1,978,598

Contingent Shares, if issued.

the years ended February 28, 2025 and February 29, 2024, the Company recorded interest expense of $ 0 and $ 234,213 , respectively, related

to the notes.

14 – Share Purchase Agreements

August 10, 2023 and November 6, 2023, NextTrip entered into Share Purchase Agreements with several investors to purchase convertible

shares in NextTrip in exchange for total proceeds of $ 1,755,970 .

Pursuant to the Agreements, the shares were initially convertible into

the common shares of a public company at $ 0.15 per share.

The Agreements further provided that contingent upon the consummation of the

legal acquisition of NextTrip Holdings, Inc.

by Sigma Additive Solutions, Inc., the investors would receive the same number of Sigma

shares in lieu of NextTrip common shares.

December 29, 2023, concurrent with the consummation of the acquisition, each investor entered into an Exchange Agreement with Group and

Holdings, whereby such investors exchanged their rights to NextTrip shares for rights to common units of Group of the same value, and

Group distributed to investors, that number of Closing Shares as set forth in the Exchange Agreements.

Additionally, upon NextTrip’s

achievement of each of the milestones as set forth in the Share Exchange Agreement, if ever, Group will further distribute the number

of Contingent Shares in accordance with the Share Exchange Agreement.

September 19, 2022, the Company entered into a Software as a Service Agreement with a third party consultant in which the Company received

August 10, 2023 and November 6, 2023, NTH entered into Share Purchase Agreements with several investors to purchase convertible

shares in NTH in exchange for total proceeds of $ 1,755,970 .

Pursuant to the Share Purchase Agreements, the shares were initially convertible into the common shares of a public company with

which NTH completed a strategic transaction at a price of $ 0.15

The Share Purchase Agreements further provided that contingent upon the consummation of the legal acquisition of NTH by

the Company, the investors would receive the same number of shares of Company common stock in lieu of NTH common

On December 29, 2023, concurrent with the consummation

of the NextTrip Acquisition, each investor entered into an Exchange Agreement (the “Pre-Acquisition Exchange Agreements”)

with NTG and NTH, whereby such investors exchanged their rights to NTH shares for rights to common units of NTG of the same value, and

NTG distributed to the investors that number of Closing Shares as set forth in the Pre-Acquisition Exchange Agreements.

Additionally,

upon the Company’s achievement of each of the milestones as set forth in the Exchange Agreement, if ever, NTG will further distribute

the number of Contingent Shares in accordance with the Pre-Acquisition Exchange Agreements.

September 19, 2022, the Company entered into a Software as a Service Agreement with a third-party consultant, pursuant to which the Company received

a $ 150,000 down payment upon signing of the contract.

On December 31, 2022, the Company entered into an amended agreement with the counterparty,

in which the down payment became a noninterest bearing share issuance obligation in which such amount will be converted to shares in

pursuant which the down payment became a noninterest bearing share issuance obligation and which such amount will be converted to shares in

a new public company upon the completion of a merger at a conversion price of $ 3.00 per common share, subject to adjustments.

29, 2023, upon the consummation of the reverse acquisition transaction with Sigma, the counterparty received 1,996 Closing Shares and

29, 2023, upon the consummation of the NextTrip Acquisition, the counterparty received 1,996 Closing Shares and

the right to receive an additional 74,786 Contingent Shares, if issued.

total number of Closing Shares issued to investors, inclusive of the third party consultant, on December 29, 2023 was 15,481 , and the

Contingent Shares issuable, if ever, totaled 579,954 .

December 28, 2023, the Company entered into a Consulting Modification Agreement with a third-party consultant which provided for the

full settlement of $ 180,000 in consulting fees by issuing common shares of Sigma contingent upon the closing of the reverse acquisition.

The reverse acquisition closed on December 29, 2023, pursuant to which Company issued 4,337 Closing Shares to the consultant, and the

right to receive 162,466 Contingent Shares, if issued.

total number of Closing Shares issued to investors, inclusive the third-party consultant, on December 29, 2023 was 15,481

Closing Shares, and the Contingent Shares issuable, if ever, totaled an aggregate of 579,954 .

December 28, 2023, the Company entered into a Consulting Modification Agreement with a third-party consultant, which provided for

the full settlement of $ 180,000

in consulting fees by issuing shares of Company common stock contingent upon the closing of the NextTrip acquisition.

Acquisition closed on December 29, 2023, pursuant to which the Company issued 4,337

Closing Shares to the consultant, and the right to receive 162,466

Contingent Shares, if issued.

15 - Related Party Transactions

February 28, 2023, the Company entered into an Asset Purchase Agreement with Travel and Media Tech, LLC, (“TMT”), pursuant

to which it purchased the right, title and interest in the “Bookit” or “NextTrip 2.0” booking engine, including

customer lists, all current content associated with hotel and destination product in the booking engine (pictures, hotel descriptions,

restaurant descriptions, room descriptions, amenity descriptions, and destination information.) and source code related thereto.

is a related entity owned by Don Monaco, the Company’s Chairman and William Kerby, the Company’s Chief Executive Officer.

due to related parties in 2024 and 2023 was $ 828,277 and $ 281,000 , respectively.

The amounts due in both years are to William Kerby and

Donald Monaco.

February 28, 2023, the Company entered into an Asset Purchase Agreement with Travel and Media Tech, LLC (“TMT”),

pursuant to which it purchased the right, title and interest in the “Bookit” or “NextTrip 2.0” booking

engine, including customer lists, all current content associated with hotel and destination product in the booking engine (pictures,

hotel descriptions, restaurant descriptions, room descriptions, amenity descriptions, and destination information) and source code

related thereto.

TMT is a related entity owned by Donald P.

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

Company’s Chief Executive Officer.

due to related parties at February 28, 2025 and February 29, 2024 was $ 61,526 and $ 828,277 , respectively.

The amounts due at February

28, 2025 are to Donald P.

Monaco, William Kerby, and Gregory Miller, and at February 29, 2024 were to William Kerby and Donald P.

Company recorded a loss of $ 1,000,000 on the NextPlay related party receivable for the year ended February 28, 2025.

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receivable from NextPlay was $ 2,567,665 at February 28, 2025.

NextPlay is in default under the terms of its promissory note and as a

result the Company established an allowance for doubtful accounts of $ 1,567,665 as collectability of the note is uncertain.

As of February

28, 2023, no allowance for doubtful accounts was established.

NextPlay is in involuntary bankruptcy proceedings and is in default under

the terms of its promissory note and, as a result, the Company established an allowance for doubtful accounts of $ 2,567,665 as collectability

of the note is uncertain.

As of February 29, 2024, $ 1,567,665 allowance for credit losses was established.

16 - Deferred Revenue

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Company has 250,000,000 shares of common stock authorized.

For the years ended February 29, 2024 and February 28, 2023, the Company had

As of February 28, 2025 and February 29, 2024, the Company had

1,656,738 and 936,430 shares of common stock, par value $ 0.001 issued and outstanding, respectively.

All shares have equal voting rights,

are fully-paid and non-assessable, and have one vote per share.

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

September 22, 2023, we effected a 1-for-20 reverse stock split of the outstanding shares of our common stock and a corresponding decrease

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shares to round-up fractional shares to the nearest whole share.

effects of the reverse stock split have been retroactively reflected in all periods presented.

effects of the reverse stock split have been retroactively reflected in all periods presented in this Report.

Year Ended February 28, 2025

September and October 2023, the Company sold 72,721 and 128,887 shares of common stock, respectively, through our ATM Agreement, resulting

in net proceeds of $ 364,555 and $ 772,468 , respectively.

December 29, 2023, the Company acquired 100 % of the outstanding equity interests of NextTrip Holdings, Inc.

pursuant to a share exchange

agreement by and among the Company, NextTrip and certain other parties (the “Acquisition”).

As consideration for the Acquisition,

at closing the Company issued 156,007 restricted shares of its common stock, constituting 19.99 % of its issued and outstanding shares

of common stock immediately prior to execution of the share exchange agreement, and agreed to issue up to an aggregate of 5,843,993 shares

as further consideration upon NextTrip’s achievement of certain milestones set forth in the exchange agreement.

the 156,007 restricted shares issued at closing, 52,818 shares were issued pursuant to the Debt Assignment and Conversion agreements,

15,481 shares were issued pursuant to the Share Purchase and Exchange Agreements, and 4,337 shares were issued to a third-party consultant.

Pursuant to ASC 805-40-45-1,the remaining 83,371 Closing Shares are reflected as a retroactive adjustment to adjust the accounting acquirer’s

legal capital to reflect the legal capital of the accounting acquiree.

That adjustment is required to reflect the capital of the legal

the fiscal years ended February 29, 2024 and February 28, 2023, the Company did not issue any shares of common stock to employees.

our articles of incorporation, our board of directors has the authority, without further action by stockholders, to designate one or

more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights

granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption,

liquidation preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock.

March 15, 2024, the Company issued 409,502 shares of common stock pursuant to automatic conversions of the Company’s Series G,

H, and I Convertible Preferred Stock upon receiving shareholder approval to increase the Company’s authorized common shares to

July 2024 and August 2024, the Company issued 42,709

shares of common stock to Dooya Media Group, Inc.

as partial compensation for development work related to Compass.TV, the

Company’s Free-Ad Supported TV (“FAST”) channel.

September 19, 2024, the Company issued 32,786

shares of common stock to Alumni Capital LP (“Alumni”) as commitment shares for a $ 10

million equity line of credit.

October 8, 2024, the Company issued 8,065

shares of common stock to FSA upon executing a non-binding letter of intent to acquire interests in FSA.

Pursuant to the

terms of the agreement, the shares were to be credited towards the final purchase price if an acquisition occurs, and as a down

payment towards the acquisition price of FSA.

On December 16, 2024, the Company issued 28,281 shares

of common stock to Out of the Box Capital as a prepayment for an Investor Relations consulting contract.

December 2024 and January 2025, the Company issued an

aggregate of 104,965 shares of common stock pursuant to warrant exercises, resulting in gross proceeds of $ 316,995 .

January 7, 2025, the Company issued 30,000 shares of common stock as a prepayment for a consulting contract with an investor relations

January 29, 2025, the Company issued 4,000

shares of common stock to Lyndsey North, the Company’s former President, in connection with her separation

February 26, 2025, the Company issued 60,000 shares of common stock to AOS Holdings, Inc.

as a partial prepayment for a two-year consulting

contract to provide investor relations and strategic consulting services.

Year Ended February 29, 2024

September 2023 and October 2023, the Company sold 72,721

shares of common stock, respectively, through our ATM Agreement, resulting in net proceeds of $ 364,555

and $ 772,468 ,

respectively.

December 29, 2023, the Company acquired 100 %

of the outstanding equity interests of NTH pursuant to the Exchange Agreement in connection with the NextTrip Acquisition.

consideration for the NextTrip Acquisition, at closing the Company issued 156,007

restricted shares of its common stock as Closing Shares, constituting 19.99 %

of its issued and outstanding shares of common stock immediately prior to execution of the Exchange Agreement, and agreed to

issue up to an aggregate of 5,843,993

Contingent Shares as further consideration upon NTH’s achievement of certain milestones set forth in the Exchange

restricted shares issued at closing, 52,818

shares were issued pursuant to the Debt Assignment and Conversion agreements, 15,481

shares were issued pursuant to the Share Purchase and Pre-Acquisition Exchange Agreements, and 4,337

shares were issued to a third-party consultant.

Pursuant to ASC 805-40-45-1, the remaining 83,371

Closing Shares are reflected as a retroactive adjustment to adjust the accounting acquirer’s legal capital to reflect the

legal capital of the accounting acquiree.

That adjustment is required to reflect the capital of the legal parent.

discussed above, during the fiscal year ended February 28, 2025, the Company issued 4,000

restricted shares of common stock at a price of $ 6.69

to Lyndsey North, the Company’s former President, in connection with her separation agreement.

The shares were fully vested on

January 29, 2025, which was the grant date.

As a result, the Company recorded share based compensation expense of $ 26,760 .

The Company did not issue any shares of common stock to employees during the fiscal year ended February 29, 2024.

our amended and restated articles of incorporation (our “Charter”), our board of directors has the authority, without further action by

stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences,

limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion

rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be

preferential to or greater than the rights of the common stock.

board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting

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

472,996 and 0 shares of preferred stock were

issued and outstanding at February 29, 2024 and February 28, 2023.

respectively.

3,106,616 and 472,996 shares of preferred stock

were issued and outstanding at February 28, 2025 and February 29, 2024, Respectively, as discussed in additional detail below.

E Convertible Preferred Stock

the Certificate of Designations for the Series E Preferred Stock, the Series E Preferred Shares have an initial stated value of $ 1,500

the Certificate of Designations of the Series E Preferred Stock, the shares of the Company’s preferred stock as Series E

Convertible Preferred Stock (the “Series E Preferred”) have an initial stated value of $ 1,500

per share (the “Stated Value”).

Dividends at the initial rate of 9 % per annum will accrue and, on a monthly basis, shall

be payable in kind by the increase of the Stated Value of the Series E Preferred Stock by said amount.

The holders of the Series E Preferred

Shares have the right at any time to convert all or a portion of the Preferred Shares (including, without limitation, accrued and unpaid

dividends and make-whole dividends through the third anniversary of the closing date) into shares of the Company’s Common Stock

at an initial conversion rate determined by dividing the Conversion Amount by the Conversion Price ($ 0.13 above the consolidated closing

bid price for the trading day prior to the execution of the relates stock purchase agreement).

The Conversion Amount is the sum of the

Stated Value of the Series E Preferred Shares then being converted plus any other unpaid amounts payable with respect to the Series E

Preferred Shares being converted plus the “Make Whole Amount” (the amount of any dividends that, but for the conversion,

would have accrued at the dividend rate for the period through the third anniversary of the initial issuance date).

The Conversion Rate

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

February 29, 2024, 316 shares of the issued Series E Convertible Preferred Stock were outstanding, which if converted as of February

Dividends at the initial rate of 9 %

per annum will accrue and, on a monthly basis, shall be payable in kind by the increase of the Stated Value of the Series E

Preferred by said amount.

The holders of shares of the Series E Preferred have the right at any time to convert all or a portion of

the Series E Preferred (including, without limitation, accrued and unpaid dividends and make-whole dividends through the third

anniversary of the closing date) into shares of the Company’s common stock at an initial conversion rate determined by

dividing the Conversion Amount by the conversion price ($ 0.13

above the consolidated closing bid price for the trading day prior to the execution of the relates stock purchase agreement).

Conversion Amount is the sum of the Stated Value of the shares of Series E Preferred then being converted plus any other

unpaid amounts payable with respect to the Series E Preferred being converted plus the “Make Whole Amount” (the

amount of any dividends that, but for the conversion, would have accrued at the dividend rate for the period through the third

anniversary of the initial issuance date).

The Conversion Rate is also subject to adjustment for stock splits, dividends

recapitalizations and similar events.

February 28, 2025, 316 shares of Series E Preferred were outstanding, which if converted as of February

28, 2025, including the make-whole dividends, would have resulted in the issuance of 3,362 shares of common stock.

F Convertible Preferred Stock

January 4, 2024, the Company filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Certificate of Designation”)

with the Secretary of State of the State of Nevada, designating 5,843,993 shares of the Company’s preferred stock as Series F Convertible

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

The Series F Preferred was designated by the Company

in connection with its recent acquisition of NextTrip Holdings, Inc.

(“NextTrip”), and, in the event that the Company does

not have sufficient shares of common stock available to fulfill its obligations pursuant to the share exchange agreement governing the

terms of the acquisition, shares of Series F Preferred shall be issued to the previous equity holders of NextTrip in lieu of shares of

Company common stock.

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

January 4, 2024, the Company filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Series F

Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993

shares of the Company’s preferred stock as Series F Convertible Preferred Stock, par value $ 0.001

per share (the “Series F Preferred”).

The Series F Preferred was designated by the Company in connection with the NextTrip Acquisition, and, in the event that the Company does not have sufficient shares

of common stock available to fulfill its obligations pursuant to the Exchange Agreement governing the terms of the

NextTrip Acquisition, shares of Series F Preferred shall be issued to the previous equity holders of NTH in lieu of shares of Company

common stock.

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

The Series F Preferred rank pari passu to the Company’s common stock.

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on shares of Company common stock.

Except as provided by the Company’s amended and restated articles of incorporation, as amended (“Articles”) or as otherwise

required by the Nevada Revised Statutes, holders of Series F Preferred are entitled to vote with the holders of outstanding shares of

Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for

their action or consideration.

In any such vote, each holder is entitled to a number of votes equal to the number of shares of Common

Stock into which the Series F Preferred held by such holder is convertible.

The Company may not, without the consent of holders of a

majority of the outstanding shares of Series F Preferred, (i) alter or change adversely the powers, preferences or rights given to the

Series F Preferred or alter or amend the Certificate of Designation, (ii) amend its Articles or other charter documents in any manner

that adversely effects any rights of the holders of the Series F Preferred, or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Articles to increase the number of shares of common stock authorized for issuance thereunder,

to at least the extent required to convert all of the outstanding Series F Preferred, each outstanding share of Series F Preferred shall

automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Conversion

Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series F

Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class,

with respect to all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each

holder is entitled to a number of votes equal to the number of shares of common stock into which the Series F Preferred held by such

holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series F

Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series F Preferred or alter or amend the

Series F Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any

rights of the holders of the Series F Preferred, or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance

thereunder, to at least the extent required to convert all of the outstanding Series F Preferred, each outstanding share of Series F

Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited

circumstances) (the “Series F Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each, a “Liquidation”),

holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Conversion

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

February 29, 2024, no shares of the Series F Convertible Preferred Stock were outstanding.

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each, a

“Liquidation”), holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis

calculate based on the Series F Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company

to holders of the Company’s common stock.

February 28, 2025, no shares of the Series F Preferred were outstanding.

G Convertible Preferred Stock

January 26, 2024, the Company filed a Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 100,000 shares of the Company’s preferred

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

January 26, 2024, the Company filed a Certificate of Designation of Series G Convertible Preferred Stock (the “Series G

Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 100,000

shares of the Company’s preferred stock as Series G Convertible Preferred Stock, par value $ 0.001

per share (the “Series G Preferred”).

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

The Series G Preferred rank pari passu to the Company’s common stock.

Holders of Series H Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

Holders of Series G Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

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In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series G Preferred

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

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

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

The Company shall have the right to redeem up to 50% of the Preferred Stock for an aggregate price of $1.00 in accordance

with the terms of the Perpetual License Agreement .

February 29, 2024, all 100,000 shares of the issued Series G Convertible Preferred Stock were outstanding, which if converted as of February

29, 2024, would have resulted in the issuance of 100,000 shares of common stock.

Company shall have the right to redeem up to 50% of the Series G Preferred for an aggregate price of $1.00 in accordance with

the terms of the Perpetual License Agreement .

Company did not exercise its option to repurchase up to 50% of the Series G Preferred, and all such shares were converted to common

stock on March 15, 2024.

At February 28, 2025, no shares of the issued Series G Preferred were outstanding.

H Convertible Preferred Stock

January 26, 2024, the Company filed a Certificate of Designation of Series H Convertible Preferred Stock (the “Series H Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 150,000 shares of the Company’s preferred

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

January 26, 2024, the Company filed a Certificate of Designation of Series H Convertible Preferred Stock (the “Series H

Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 150,000

shares of the Company’s preferred stock as Series H Preferred Stock, par value $ 0.001

per share (the “Series H Preferred”).

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

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

February 29, 2024, 150,000 shares of the issued Series H Convertible Preferred Stock were outstanding, which if converted as of February

February 28, 2025, 33,000 shares of the issued Series H Preferred were outstanding, which if converted as of February

28, 2025, would have resulted in the issuance of 33,000 shares of common stock.

I Convertible Preferred Stock

February 22, 2024, the Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Series I Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 331,124 shares of the Company’s preferred

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

February 22, 2024, the Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Initial Series

I Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 331,124

shares of the Company’s preferred stock as Series I Convertible

Preferred Stock, par value $ 0.001

per share (the “Series I Preferred”).

25, 2025, the Company filed an amendment to the Certificate of Designation of Series I Convertible Preferred Stock (the “Amendment

to Series I Certificate of Designation,” and together with the Initial Series I Certificate of Designation, the “Series I

Certificate of Designation”) with the Secretary of State of the State of Nevada, to increase the number of shares of the Company’s

preferred stock designated as Series I Preferred to 692,945

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

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

February 29, 2024, 222,680 shares of the issued Series I Convertible Preferred Stock were outstanding, which if converted as of February

February 15, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the

Company issued and sold an aggregate of $ 672,500 of the Company’s securities, consisting of (i) 222,680 restricted shares of Series I Preferred, and (ii) unregistered warrants

to purchase up to 111,340 shares of Company common stock at a combined price of $ 3.02 .

August 15, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 4,967 shares of Series I Preferred, at $ 3.02 per share, resulting in gross proceeds to the Company of $ 15,000 .

August 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 24,834 shares of Series I Preferred at $ 3.02 per share, resulting in gross proceeds to the Company of $ 75,000 .

October 1, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 66,225 shares of Series I Preferred at $ 3.02 per share, resulting in gross proceeds to the Company of $ 200,000 .

February 24, 2025, the Company entered into a securities purchase agreement (the “Series I Purchase Agreement”) with

certain accredited investors (the “Purchasers”), pursuant to which the Company issued and sold an aggregate of 331,125

restricted shares of Series I Preferred Stock to the Purchasers at a purchase price of $ 3.02

per share (the “Series I Offering”), resulting in aggregate gross proceeds to the Company of $ 1,000,000 .

In addition, the Company issued 10,000

shares of Series I Preferred at $ 3.02

per share to an outside contractor as payment for outstanding invoices.

February 24 2025, the Company entered into a debt conversion agreement with Greg Miller, an independent contractor of the Company,

Miller and the Company agreed to convert $ 100,000

in deferred consulting fees owed to Mr.

Miller into 33,113

shares of Series I Preferred, at a conversion price of $ 3.02

per share, and a warrant to purchase 33,113

shares of common stock (the “Miller Warrant”).

The Miller Warrant has an exercise price of $ 4.00

per share, becomes exercisable six months from the issuance date (subject to stockholder approval of removal of the Exchange Cap),

and shall expire three years from the initial exercise date (August 24, 2028).

Series I Preferred shall not be convertible and the Miller Warrant shall be not exercisable into shares of common stock until such date

that the Company obtains stockholder approval to remove the Exchange Cap (as described below).

February 28, 2025, 500,442 shares of the Series I Preferred were outstanding, which if converted as of February 28,

2025, would have resulted in the issuance of 500,442 shares of common stock.

of February 29, 2024, we had outstanding options under our 2013 Equity Incentive Plan to purchase an aggregate of 85,300 shares of our

common stock at a weighted-average exercise price of $ 60.50 per share.

December 28, 2023, our stockholders approved our 2023 Equity Incentive Plan which has reserved for issuance 7,000,000 shares of common

stock for equity awards of which 0 shares have been issued or granted thereunder to date.

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

NextTrip 2023 Equity Incentive Plan.

7,000,000 shares of common stock have been reserved for issuance under the Plan., and as of February

29, 2024, all such shares are available for issuance.

J Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series J Nonvoting Convertible Preferred Stock (the “Series

J Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 297,788

shares of the Company’s preferred stock as Series J Nonvoting Convertible Preferred Stock, par value $ 0.001

per share (the “Series J Preferred”).

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

The Series J Preferred rank pari passu to the Company’s common stock.

Holders of Series J Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series J Preferred are not entitled

to voting rights.

However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series J Preferred,

(i) alter or change adversely the powers, preferences or rights given to the Series J Preferred or alter or amend the Series J Certificate

of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the

Series J Preferred, or (c) enter into any agreement with respect to the foregoing.

On the third business day after the date that the Company’s stockholders approve the conversion of Series J Preferred into shares

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

into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series J Conversion Ratio”),

subject to beneficial ownership limitations.

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series J Preferred

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

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

December 31, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the

Company issued and sold an aggregate of 231,788 restricted shares of Series J Preferred, at a purchase price of $ 3.02 per share, resulting in gross proceeds to the Company

of $ 700,000 .

In addition, the Company issued a total of 66,000 shares of Series J Preferred to four consultants for investor relations

Series J Preferred shall be convertible into the Company’s common stock on such date that the Company obtains stockholder approval

to remove the Exchange Cap.

February 28, 2025, 297,788 shares of the Series J Preferred were outstanding, which if converted as of February 28,

2025, would have resulted in the issuance of 297,788 shares of common stock.

K Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series K Nonvoting Convertible Preferred Stock (the “Series

K Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 60,595

shares of the Company’s preferred stock as Series K Nonvoting Convertible Preferred Stock, par value $ 0.001

per share (the “Series K Preferred”).

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

The Series K Preferred rank pari passu to the Company’s common stock.

Holders of Series K Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series K Preferred are not entitled

to voting rights.

However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series K Preferred,

(i) alter or change adversely the powers, preferences or rights given to the Series K Preferred or alter or amend the Series K Certificate

of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the

Series K Preferred, or (c) enter into any agreement with respect to the foregoing.

On the third business day after the date that the Company’s stockholders approve the conversion of Series K Preferred into shares

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

into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series K Conversion Ratio”),

subject to beneficial ownership limitations.

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series K Preferred

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

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

December 31, 2024, the Company issued an aggregate of 60,595 shares of Series K Preferred to a series of investors

at a price of $ 3.02 per share as prepaid guaranteed interest in connection with the sale of an aggregate of $ 1,220,000 in promissory

Series K Preferred shall be convertible into the Company’s common stock on such date that the Company obtains stockholder approval

to remove the Exchange Cap.

February 28, 2025, 60,595 shares of the Series K Preferred were outstanding, which if converted as of February 28,

2025, would have resulted in the issuance of 60,595 shares of common stock.

L Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (the

“Initial Series L Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 579,469

shares of the Company’s preferred stock as Series L Nonvoting Convertible Preferred Stock, par value $ 0.001

per share(the “Series L Preferred”).

On February 25, 2025, the Company filed an amendment to the Initial Series L Certificate of Designation (the “Series

L Preferred Amendment,” and together with the Initial Series L Certificate of Designation, the “Series L Certificate of Designation”)

with the Secretary of State of the State of Nevada, to increase the number of shares of the Company’s preferred stock designated

as Series L Preferred to 1,076,158 shares.

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

The Series L Preferred rank pari passu to the Company’s common stock.

Holders of Series L Preferred will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally

available therefor, dividends in the amount of 12 % per annum per share of Preferred Stock (subject to appropriate adjustment in the event

of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock), and no more.

Dividends on the Preferred Stock shall be fully cumulative, shall accrue without interest and without compounding from the date of first

issuance, and shall, if declared by the Board, be payable quarterly in arrears on March 1, June 1, September 1 and December of each year.

All dividends on the Preferred Stock shall be payable (i) in shares of Common Stock of the Company at the Nasdaq Closing Price;

however, that such prices shall not be less than $ 3.02 per share, or (ii) cash, at the election of a majority of the independent directors.

Any dividend which shall not be paid on required dividend date on which it shall become due shall be deemed to be “past due”

until such dividend shall be paid or until the share of Preferred Stock with respect to which such dividend became due shall no longer

be outstanding, whichever is the earlier to occur.

In the event that any dividend becomes “past due” the per annum rate shall

increase to 14%.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series L Preferred are not entitled

to voting rights However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series L Preferred,

(i) alter or change adversely the powers, preferences or rights given to the Series L Preferred or alter or amend the Series L Certificate

of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the

Series L Preferred, or (c) enter into any agreement with respect to the foregoing.

On the third business day after the date that the Company’s stockholders approve the conversion of Series L Preferred into shares

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

into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series L Conversion Ratio”),

subject to beneficial ownership limitations.

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series L Preferred

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

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

December 31, 2024, the Company entered into debt conversion agreements with

its chief executive officer, William Kerby, and chairman of the board, Donald P.

Monaco (the “Related Parties”), whereby

the Related Parties and the Company agreed to convert $ 1.75 million in existing unsecured promissory notes owed to the Related Parties

for monies advanced to the Company into an aggregate of 579,469 restricted shares of Series L Preferred, at a purchase price of $ 3.02 per share.

February 24, 2025, the Company entered into debt conversion agreements with

its chief executive officer, William Kerby, and chairman of the board, Donald P.

Monaco, whereby

the Related Parties and the Company agreed to convert $ 500,000 in deferred salary (Mr.

Kerby) and $ 1.0 million in existing unsecured

promissory notes owed for monies advanced to the Company (Mr.

Monaco), respectively, into an aggregate of 496,687 restricted shares of

Series L Preferred at a conversion price of $ 3.02 per

Series L Preferred shall be convertible into the Company’s common stock on such date that the Company obtains stockholder approval

to remove the Exchange Cap (as described below), subject to beneficial ownership limitations.

February 28, 2025, 1,076,156 shares of the Series L Preferred were outstanding, which if converted as of February 28,

2025, would have resulted in the issuance of 1,076,156 shares of common stock.

M Nonvoting Convertible Preferred Stock

January 3, 2025, the Company filed a Certificate of Designation of Series M Nonvoting Convertible Preferred Stock (the “Series

M Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 165,562

shares of the Company’s preferred stock as Series M Nonvoting Convertible Preferred Stock, par value $ 0.001

per share (the “Series M Preferred”).

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

The Series M Preferred rank pari passu to the Company’s common stock.

Holders of Series M Preferred will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally