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Item 1. Financial Statements

2025-07-15 compared with 2025-01-14 · 1331 added, 886 removed, 90 unchanged (96% of the section changed)

FINANCIAL STATEMENTS.

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

CONSOLIDATED BALANCE SHEETS

and cash equivalents

note receivable, net

receivable, net

expenses and other current assets

Current Assets

and equipment, net

NEXTTRIP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

February 28, 2025

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

Total Current Assets

Non-Current Assets

payable - related parties

Property and equipment, net

Intangible assets, net

Security deposit

Equity investments

Other prepaid assets

Total Non-Current Assets

Current Liabilities

Accounts payable

Accrued expenses

Deferred revenue

Notes payable - related parties

Notes payable

Total Current Liabilities

Non-Current Liabilities

SBA EIDL loan

Line of Credit – related parties

Total Non-Current Liabilities

Total Liabilities

Commitments and Contingencies

Stockholder’s

Stock, $ 0.001 par value, 10,000,000 shares authorized;

Stockholder’s Equity

Preferred Stock, $ 0.001 par value;

10,000,000 shares authorized;

3,388,874 and 3,106,616 shares issued and outstanding, respectively

Stock, $ 0.001 par value, 250,000,000 and 1,200,000 shares authorized, respectively;

1,429,492 and 936,430 shares issued and outstanding,

Paid in Capital

( 29,705,833 )

Common Stock, par value $ 0.001 , 250,000,000 shares authorized;

7,691,374 and 1,656,738 shares issued and outstanding, respectively

Additional Paid in Capital

Accumulated deficit

( 38,871,518 )

Stockholders’ Equity

( 34,349,823 )

Liabilities and Stockholders’ Equity

accompanying notes to condensed financial statements.

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Gross profit (loss)

based compensation

and administrative

and marketing

and amortization

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended May 31,

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

Operating Expenses

( 1,773,527 )

( 1,231,103 )

( 5,195,221 )

( 3,348,086 )

income (expense), net

Other Income (Expense)

Net loss from continuing operations

( 2,009,829 )

( 1,308,262 )

( 5,530,975 )

( 3,564,396 )

for income taxes

from continuing operations

$ ( 2,009,829 )

Salaries and benefits

Stock based compensation

General and administrative

Sales and marketing

Professional service fees

Organization costs

Depreciation and amortization

Other expenses

Total Operating Expenses

Operating Loss

( 4,639,737 )

( 1,952,401 )

Other Income (Expenses)

Loss on extinguishment of liability

Interest expense, net

Total other income (expense)

Net loss from continuing operations before taxes

( 4,445,925 )

gain (loss) from discontinued operations, net of taxes

( 1,987,626 )

Provision for income taxes

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

$ ( 4,445,925 )

$ ( 1,987,626 )

Share of net income (loss) of equity method investee

Net loss from continuing operations

( 4,457,232 )

Loss Applicable to Common Stockholders

( 1,987,626 )

Net gain from discontinued operations, net of taxes

( 4,457,232 )

( 1,978,717 )

Preferred dividends

Net Loss Applicable to Common Stockholders

$ ( 4,521,695 )

diluted loss per common share from continuing operations (*)

diluted loss per common share from discontinued operations (*)

and diluted loss per common share (*)

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 reverse

The Company has reflected this transaction retroactively in these financial statements.

accompanying notes to condensed financial statements.

(FORMERLY SIGMAADDITIVE SOLUTIONS, INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

the Three Months and Nine Months Ended November 30, 2024, and November 30, 2023

the Three Months Ended November 30, 2024, and November 30, 2023

Balances, August 31, 2024

$ ( 1,989,405 )

Basic and diluted loss per common share from continuing operations

Basic and diluted loss per common share from discontinued operations

Basic and diluted loss per common share

Basic and diluted weighted average number of common shares

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT)

For the Three Months Ended May 31, 2025,

and May 31, 2024

Preferred Stock

Balances, February 28, 2025

$ ( 34,349,823 )

2 unchanged sentences

Preferred Stock Dividends

Issuance of Convertible Preferred Shares

Common Shares Issued for Third

party Services

Warrants Issued in Connection

with Bridge Loan Financing

Based Compensation

Balances, November 30,

$ ( 29,705,833 )

$ ( 1,415,346 )

August 31, 2023 (*)

$ ( 19,067,997 )

$ ( 1,772,024 )

( 1,308,262 )

November 30, 2023 (*)

Preferred Shares Issued for FSA Travel, LLC acquisition

Issuance of common shares for Journy.tv asset acquisition

Issuance of common shares pursuant to reverse acquisition of Sigma

Issuance of common shares for services

Warrants issued in connection with debt conversion

Warrants issued in connection with bridge loan financing

Issuance of securities for directors’ services

Stock Options Issued to Employees

Balances, May 31, 2025

( 38,871,518 )

Preferred Stock

Balances, February 29, 2024

$ ( 24,151,139 )

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

The Company has reflected this transaction retroactively in these financial statements.

the Nine Months Ended November 30, 2024, and November 30, 2023

February 29, 2024 (*)

$ ( 24,151,139 )

2 unchanged sentences

Preferred Stock Dividends

Issuance of Convertible Preferred Shares

Common Shares Issued for Conversion

of Preferred Stock

Issuance of Common Shares

for Third Party Services

Issuance of Common Shares as Commitment Shares

Warrants Issued in Connection

with Bridge Loan Financing

Based Compensation

Balances, November 30,

$ ( 29,705,833 )

$ ( 1,415,346 )

February 28, 2023 (*)

$ ( 16,811,863 )

( 3,564,396 )

November 30, 2023 (*)

$ ( 20,376,259 )

Common Shares Issued for Conversion of Preferred Stock

Stock Options Issued to Employees

Balances, May 31, 2024

( 26,140,544 )

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

OPERATING ACTIVITIES

Net Loss – Continuing Operations

$ ( 4,457,232 )

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

The Company has reflected this transaction retroactively in these financial statements.

accompanying notes to condensed financial statements.

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Loss – Continuing Operations

$ ( 1,987,626 )

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Noncash Expenses:

Depreciation and amortization – property and equipment and intangibles

Amortization of debt discount

Amortization of prepaid expenses

Stock-based compensation - employees

compensation - directors

Loss on extinguishment of liability

Change in Assets and Liabilities:

Accounts receivable

Prepaid expenses

Accounts payable and accrued expenses

Deferred revenue

Security deposit

NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS

( 1,042,658 )

to Reconcile Net Loss to Net Cash Used in Operating Activities:

and amortization – property and equipment and intangibles

of right of use asset

of debt discount

of preferred stock for third party services

Issuance of commitment shares

in Assets and Liabilities:

note receivable

payable and accrued expenses

CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS

( 1,151,220 )

NET CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

NET CASH USED IN OPERATING ACTIVITIES

( 1,042,658 )

CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

CASH USED IN OPERATING ACTIVITIES

( 1,142,311 )

INVESTING ACTIVITIES

Capitalized software development costs

FSA Travel, LLC acquisition

Journy.tv asset purchase

NET CASH USED IN INVESTING ACTIVITIES

( 1,281,503 )

software development costs

CASH USED IN INVESTING ACTIVITIES

Proceeds from issuance of

convertible notes

Proceeds from issuance of

convertible preferred shares

FINANCING ACTIVITIES

Notes Payable

from related parties

CASH PROVIDED BY FINANCING ACTIVITIES

IN CASH FOR PERIOD

AT BEGINNING OF PERIOD

AT END OF PERIOD

Investing and Financing Activities Disclosure:

Issuance of common shares

Issuance of common stock warrants

in connection with bridge financing

stock dividends

of Cash Paid for:

accompanying notes to condensed financial statements.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 - Business Description and Going Concern

The Company was initially incorporated as Messidor Limited in Nevada

on December 23, 1985, and changed its name to Framewaves Inc.

Advances from related parties

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET CHANGE IN CASH FOR PERIOD

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Supplemental Disclosures:

Noncash Investing and Financing Activities Disclosure:

Issuance of preferred shares pursuant to FSA Travel, LLC acquisition

Issuance of common shares pursuant to Journy.tv asset purchase

Issuance of common shares for third party services

Preferred stock dividends

Disclosure of Cash Paid for:

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - Business Description and Going Concern

Sigma Additive Solutions, Inc.

(“Sigma”), the legal acquiror of NextTrip Holdings, Inc., was initially incorporated as Messidor Limited in Nevada on

December 23, 1985, and changed its name to Framewaves Inc.

On September 27, 2010, the name was changed to Sigma Labs, Inc.

2 unchanged sentences

Additive Solutions, Inc.

March 11, 2024, Sigma filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Secretary

of State of the State of Nevada, pursuant to which, effective as of 12:01 a.m.

Pacific time on March 13, 2024, among other things, Sigma’s

corporate name was changed from Sigma Additive Solutions, Inc.

to “NextTrip, Inc.” (the “Company”).

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.

(“NTH”) incorporated October 22, 2015,

and Extraordinary Vacations USA, Inc.

incorporated on June 24, 2002.

to the Exchange Agreement as described below, NTH was a wholly owned subsidiary of NextTrip Group, LLC (“NTG”), which in

turn, was a wholly owned subsidiary of NextPlay Technologies, Inc.

On March 11, 2024, Sigma filed a Certificate of

Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada, pursuant

to which, effective as of 12:01 a.m.

Pacific time on March 13, 2024, among other things, Sigma’s corporate name was changed from

Sigma Additive Solutions, Inc.

to “NextTrip, Inc.”

The Company’s corporate office is

located at 3900 Paseo del Sol, Santa Fe New Mexico 87507.

The consolidated financial statements include the accounts of the

Company’s wholly owned subsidiaries, NextTrip Holdings Inc.

incorporated on October 22, 2015, and Extraordinary Vacations USA,

Inc., incorporated on June 24, 2002.

Prior 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 NTG were

conducted through its subsidiaries.

On January 25, 2023, NextPlay and NTG entered into an Amended and Restated Separation Agreement (“Separation

Agreement”), Amended and Restated Operating Agreement (“Operating Agreement”), and Exchange Agreement (“Exchange

Agreement”, and together, the “Agreements”), whereby NextPlay transferred their interest in the travel business to

Pursuant to the Exchange Agreement, NextPlay exchanged 1,000,000 Membership Units of NTG for 400,000 Preferred Units of NTG, with

a value of $ 10 per unit.

Prior to the exchange for Preferred Units, NTG had a payable due to NextPlay of $ 17,295,873 , representing cash

advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had obligations to provide ongoing support to NTH.

liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s ongoing support obligations except

for a $ 1.5 million advance remaining under a promissory note and as such NTH recorded the payable as contributed capital.

Company provides travel technology solutions with sales originating in the United States, with a primary emphasis on hotels, air, and

all-inclusive travel packages.

Our proprietary booking engine, branded as NextTrip 2.0 (“NXT2.0”), 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 for this entity, and NextTrip, Inc.

does not have control of the company and therefore no minority

interest was recorded.

October 12, 2023, the Company (f/k/a 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 Sigma common

stock (the “Closing Shares”), issuable at closing, and the right to receive up to an additional 5,843,993 restricted shares

of the Company’s 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 “Acquisition”).

Upon the closing of the 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 the Company’s 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 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 Acquisition is accounted for as a reverse acquisition of NTH by the Company, whereby the Company is treated

as the legal acquirer and NTH is treated as the accounting acquirer.

As a result, the historical financial information presented is that

of November 30, 2024, three of the four business milestones had been achieved as further described in Note 2 under “Loss Per Share”

As a result, 4,393,993 of the contingent shares were eligible to be issued.

The remaining 1,450,000 contingent shares will be

eligible for issue upon the launch of the Travel Agent platform.

having achieved three of the four business milestones, the Company cannot issue the contingent shares without risk of the Company’s

common stock being suspended from trading and delisted until Nasdaq approves the Company’s initial listing application, which is

pending with Nasdaq.

The Company has been advised by Nasdaq that issuing the contingent shares prior to approval of the application will

result in the immediate delisting of the Company, as such issuance will trigger a change in control.

The Company intends to issue said

securities as soon as Nasdaq has cleared its application.

accordance with ASC 805 - 40 - 45 - 1, the consolidated financial statements prepared following a reverse acquisition

are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the

financial statements as a continuation of the financial statements of the legal subsidiary (NTH), with one adjustment, which is

to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

That adjustment

is required to reflect the capital of the legal parent.

Comparative information presented in the consolidated financial statements also

is retroactively adjusted to reflect the legal capital of the legal parent.

ASC 805 - 40 - 45 - 2, the consolidated financial statements represent the continuation of the legal subsidiary

except for the capital structure, as follows:

The assets and liabilities

of the legal subsidiary recognized and measured at their pre-combination carrying amounts;

The assets and liabilities

of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business combinations (ASC

The retained earnings and

other equity balances of the legal subsidiary before the business combination;

The amount required to

be recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest

of the legal subsidiary outstanding immediately before the business combination to the fair value of the legal parent determined

in accordance with the guidance in ASC 805 applicable to business combinations.

However, the equity structure reflects the equity

structure of the legal parent, including the equity interests the legal parent issued to affect the combination.

Accordingly, the

equity structure of the legal subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect

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 pursuant to ASC 805.

Concern – The Company has sustained losses and had negative cash flows from operating activities since its inception.

Company currently does not have sufficient cash and working capital to fund its operations and will require additional funding in the

public or private markets in the near-term to be able to continue operations.

The Company currently has no understanding or agreement

to obtain such funding, and there is no assurance that we will be successful in obtaining additional funding.

If we fail to obtain sufficient

funding when needed, we will be forced to delay, scale back or eliminate all or a portion of our commercialization efforts and operations.

As a result, there is substantial doubt about our ability to continue as a going concern.

2 – Summary of Significant Accounting Policies

of Presentation - The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting

Principles (“GAAP”) in the United States of America.

The financial statements have been prepared on a consolidated basis

with those of the Company’s wholly owned subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

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

position, results of operations and cash flows at November 30, 2024 and 2023 and for the periods then ended have been made.

Certain information

and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Company suggests these condensed financial statements be read in conjunction with the February 29, 2024 audited financial statements

and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September

The results of operations for the period ended November 30, 2024 are not necessarily indicative of the operating results for

the full year.

the business operations of NTG were conducted through its subsidiaries.

On January 25, 2023, NextPlay and NTG entered into an

Amended and Restated Separation Agreement, Amended and Restated Operating Agreement, and Exchange Agreement (the “NextPlay

Exchange Agreement”), whereby NextPlay transferred its interest in the travel business to NTG.

Pursuant to the NextPlay

Exchange Agreement, NextPlay exchanged

1,000,000 Membership Units of NTG for 400,000

Preferred Units of NTG, with a value of $ 10.00

Prior to the exchange for Preferred Units, NTG had a payable due to NextPlay of $ 17,295,873 ,

representing cash advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had obligations to provide ongoing

support to NTH.

Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s ongoing

support obligations except for a $ 1.5

million advance remaining under a promissory note and, as such, NTH recorded the payable as contributed capital.

The 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.

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

activities nor operations occurred through Next Innovation in fiscal years 2024 or 2025 for this entity, and the Company does not have

control of Next Innovation and therefore no minority interest was recorded.

Reverse Acquisition

On 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”).

the closing of the NextTrip Acquisition on December 29, 2023, NTH became a wholly owned subsidiary of the Company.

The 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.

At closing, it was determined that

the NextTrip Acquisition would likely result in a change of control, with the members of NTG receiving an aggregate number of shares

that exceeds the number of shares held by the legacy shareholders of Sigma, which change in control occurred upon the issuance of certain of the Contingent Shares on March 26, 2025.

As a result, the NextTrip Acquisition is accounted

for as a reverse acquisition of NTH by the Company, whereby the Company is treated as the legal acquirer and NTH is treated as the

accounting acquirer.

As a result, the historical financial information for the periods prior to closing of the NextTrip Acquisition

presented is that of NTH.

In accordance with ASC

805 - 40 - 45 - 1, the consolidated financial statements prepared following a reverse acquisition are issued under

the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the financial statements

as a continuation of the financial statements of the legal subsidiary (NTH), with one adjustment, which is to retroactively adjust

the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

That adjustment is required to

reflect the capital of the legal parent.

Under ASC 805 - 40 - 45 - 2,

the consolidated financial statements represent the continuation of the legal subsidiary except for the capital structure, as follows:

The assets and liabilities of the legal subsidiary recognized and measured at their pre-combination carrying amounts;

The assets and liabilities of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business combinations (ASC 805);

The retained earnings and other equity balances of the legal subsidiary before the business combination;

The amount required to be recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary outstanding immediately before the business combination to the fair value of the legal parent determined in accordance with the guidance in ASC 805 applicable to business combinations.

However, the equity structure reflects the equity structure of the legal parent, including the equity interests the legal parent issued to affect the combination.

Accordingly, the equity structure of the legal subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent issued in the reverse acquisition.

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

Going Concern - As of May 31, 2025,

and February 28, 2025, the Company had an accumulated deficit of $ 38,871,518

and $ 34,349,823 ,

respectively, and working capital deficit of $ 1,142,891

and $ 105,577 ,

respectively, and has incurred losses since incorporation.

The Company will need to raise additional funds through equity or debt

financings to support its on-going operations, increase market penetration of its products, expand the marketing and development of

its travel and technology driven products, provide capital expenditures for additional equipment and development costs, payment

obligations, and systems for managing the business including covering other operating costs until the planned revenue streams are

fully implemented and begin to offset the Company’s operating costs.

In the event the Company is unable to raise adequate

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

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

In 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.

NOTE 2 – Summary of Significant Accounting

of Presentation - The accompanying financial statements have been prepared by the Company in accordance with Generally

Accepted Accounting Principles (“GAAP”) in the United States of America.

The financial statements have been prepared on

a consolidated basis with those of the Company’s wholly owned subsidiaries.

All intercompany transactions and balances have

been eliminated in consolidation.

In the opinion of management, all adjustments (which include only normal recurring adjustments)

necessary to present fairly the financial position, results of operations and cash flows at May 31, 2025 and 2024 and for the

periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared

in accordance with GAAP have been condensed or omitted.

The Company suggests these condensed financial statements be read in

conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

results of operations for the period ended May 31, 2025 are not necessarily indicative of the operating results for the full

Reclassification

prior year amounts have been reclassified to conform to the current period presentation.

These reclassifications had no impact on the

net earnings (loss) or financial position.

Note Receivable

to the terms of the Promissory Note (the “NextPlay Note”) between NextTrip 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

Company has entered into a non-binding Memorandum of Understanding (“MOU”) with NextPlay, whereby the Company has agreed

to forgive the entire amount due under the NextPlay Note in exchange for the cancellation of the 400,000

Preferred Units of NTG issued to them as described in Note 1.

The Preferred Units are convertible into 500,000

NextTrip, Inc.

common shares, of which 13,001

such common shares were issued as Closing Shares on December 29, 2023.

The Company has a commitment from a third party to purchase

shares at a price of $ 2.00

As a result, the since Company can realize a minimum of $ 1,000,000

from NextPlay’s sale of the common shares, a valuation allowance of $ 1,567,665

was established as of February 29, 2024.

The Company is in the process of negotiating a second offer to purchase the shares, and

therefore has not closed the transaction with NextPlay.

The Company expects to close one of the transaction options before year-end.

During the three and nine months ended November 30, 2024 and 2023, there was no bad debt expense recorded related to the allowance

account, and the allowance is unchanged as of November 30, 2024.

As of November 30, 2023, no allowance for doubtful accounts was

Per Share – The computation of loss per share is based on the weighted average number of shares outstanding during the period

in accordance with ASC Topic No.

260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options

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

At November 30, 2024 and 2023 the

Company had the following common shares underlying these instruments:

Certain prior year amounts have been reclassified

to conform to the current period presentation.

These reclassifications had no impact on the net earnings (loss) or financial position.

Promissory Note Receivable

NextPlay is in involuntary bankruptcy proceedings

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

As a result, as of February 28, 2025 the Company established

an allowance for credit losses for the full amount of the note of $ 2,567,665 ,

as collectability of the note is uncertain.

Investments in Equity Method Investees

The Company holds investments in certain entities

that are accounted for under the equity method of accounting, as well as investments that are accounted for under the fair value method

pursuant to ASC 321, “Investments - Equity Securities.” Under the equity method, investments in entities in which the Company

has significant influence, but not control, are initially recognized at cost and adjusted thereafter to recognize the Company’s

share of the investees’ earnings or losses and other comprehensive income.

The Company determines the existence of significant

influence based on various factors, including representation on the investees’ board of directors, participation in policy-making

processes, and material intercompany transactions.

The Company’s equity method investments

are evaluated periodically for impairment by assessing whether events or changes in circumstances indicate that the carrying value of

the investment may not be recoverable.

When such indicators exist, the Company performs an impairment test and recognizes an impairment

loss to the extent that the carrying amount of the investment exceeds its fair value.

Distributions received from equity method investees

that exceed cumulative earnings recognized by the Company are considered a return of investment and are recorded as a reduction in the

carrying amount of the investment.

Adjustments resulting from changes in the Company’s

ownership interest in equity method investees that do not result in a loss of significant influence are accounted for prospectively.

Basis Difference

In accordance with ASC 323, “Investments

- Equity Method and Joint Ventures,” the Company records a basis difference when the carrying value of its equity method investment

differs from its share of the investee’s fair value of net assets at the acquisition date.

This basis difference is allocated to

the investee’s identifiable assets and liabilities based on their fair values.

The amortization of any basis difference related

to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s share of the investee’s earnings

Any basis difference related to non-depreciable assets, including goodwill, is generally not amortized, but is subject to impairment

testing as necessary.

The Company assesses the impact of any basis differences

on its earnings and the carrying value of its equity method investments.

If a basis difference is determined to exist, the appropriate

adjustments are made to reflect the amortization of such differences in the consolidated financial statements.

Investments in Equity Securities without Readily

Determinable Fair Value

In accordance with ASC 321-10-35-2, the Company

holds certain investments in equity securities in which the Company does not have significant influence or control, and for which fair

value is not readily determinable.

These investments are primarily accounted for at cost, less any impairment.

The carrying amount is

periodically evaluated for impairment, and if necessary, an impairment loss is recognized in the statement of operations.

These investments

are not adjusted for unrealized gains or losses unless an impairment is identified.

Equity in Earnings of Equity Method Investees

The Company’s share of earnings or losses

from equity method investees is recognized in the consolidated statement of operations within “Equity in share of loss of equity

method investees,” net of any related income taxes.

Loss Per Share – The computation

of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No.

“Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options and preferred stock were excluded

due to the anti-dilutive effect they would have on the computation.

At May 31, 2025 and 2024, the Company had the following common shares

underlying these instruments:

of Underlying Common Shares Excluded from Computation of Loss Per Share

Stock Options

Underlying Common Shares

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

of dilutive potential common stock for the three and nine months ended November 30, 2024, and 2023:

Preferred Stock

Total Underlying Common Shares

The following table shows the amounts used in

computing loss per share and the effect on net loss and the weighted average number of shares of dilutive potential common stock for the

periods ended May 31, 2025 and 2024:

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

Loss from continuing

$ ( 2,009,829 )

$ ( 1,308,262 )

$ ( 5,530,975 )

$ ( 3,564,396 )

Three Months Ended May 31,

Loss from continuing operations

applicable to common stockholders

$ ( 4,457,232 )

$ ( 1,987,626 )

( 5,563,038 )

( 3,564,396 )

(loss) from discontinued operations applicable to common stockholders

loss applicable to common stockholders

Preferred dividends

Loss from continuing operations applicable to common stockholders

( 4,521,695 )

( 1,998,314 )

Gain from discontinued operations applicable to common stockholders

Net loss applicable to common stockholders

$ ( 4,521,695 )

$ ( 1,989,405 )

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

June 10, 2024, the Company determined that three of the four business milestones per the Share Exchange Agreement had been achieved.

As a result, 4,393,993 of the total contingent shares of 5,843,993 became eligible for issuance.

Pursuant to ASC 260, as there are no

circumstances under which the shares will not be issued, such eligible contingent shares are included in the computation of basic earnings

The following table shows the business milestones and the issuable contingent shares:

of Business Milestones and Issuable Contingent Shares

Launch of leisure

travel booking platform

Launch of group travel

booking platform

of FlexPay technology

contingent shares issuable on June 10, 2024

of travel agent platform

contingent shares potentially issuable in future periods

contingent shares

following table shows the reconciliation of the weighted average common shares outstanding for the three and nine months ended November

30, 2024 to the weighted average common shares used in the computation of basic earnings per share:

of Weighted Average Common Shares

Number of Common Shares

November 30, 2024

1,429,492 common

shares outstanding

4,393,993 issuable contingent

Weighted average common

shares outstanding

issuable contingent shares are of the Company’s sole class of common stock, and as such have the same rights and privileges as

existing common stock.

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

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

At November 30, 2024, the Company had outstanding warrants to purchase

679,737 shares of common stock, stock options exercisable for 78,867 shares of common stock, 316 shares of Series E Preferred Stock,

which could be converted into 3,310 shares of common stock, 33,000 shares of Series H Preferred Stock, convertible into 33,000 shares

of common stock, and 192,204 shares of Series I Preferred Stock, convertible into 192,204 shares of common stock, resulting in a potential

total additional 987,118 shares of common stock outstanding in the future.

At November 30, 2023, the Company had no outstanding potentially

dilutive securities.

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

that affect certain reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the

financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from

those estimated by management.

Significant accounting estimates that may materially change in the near future are impairment of long-lived

assets, values of stock compensation awards and stock equivalents granted as offering costs, and allowance for bad debts and inventory

obsolescence.

Recognition – The Company recognizes revenue in accordance with ASC Topic No.

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

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

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

At May 31, 2025, the Company had outstanding

warrants to purchase 3,112,772 shares of common stock;

stock options exercisable for 556,250 shares of common stock;

316 shares of Series

E Preferred Stock (“Series E Preferred”), which could be converted into 3,415 shares of common stock;

33,000 shares of Series

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

500,442 shares of Series

I Convertible Preferred Stock (“Series I Preferred”), convertible into 500,442 shares of common stock;

297,788 shares of

Series J Nonvoting Convertible Preferred Stock (“Series J Preferred”), convertible into 297,788 shares of common stock;

shares of Series K Nonvoting Convertible Preferred Stock (“Series K Preferred”), convertible into 60,595 shares of common

1,076,156 shares of Series L Nonvoting Convertible Preferred Stock (“Series L Preferred”), convertible into 1,076,156

shares of common stock;

133,278 shares of Series M Nonvoting Convertible Preferred Stock (“Series M Preferred”), convertible

into 133,278 shares of common stock;

500,000 shares of Series N Nonvoting Convertible Preferred Stock (“Series N Preferred”),

convertible into 500,000 shares of common stock;

443,549 shares of Series O Nonvoting Convertible Preferred Stock (“Series O Preferred”),

convertible into 443,549 shares of common stock;

and 343,750 shares of Series P Nonvoting Convertible Preferred Stock (“Series

P Preferred”), convertible into 343,750 shares of common stock, resulting in a potential total additional 6,585,197 shares of common

stock outstanding in the future.

At February 28, 2025, the Company had an aggregate of 6,201,890 outstanding potentially dilutive securities.

Accounting Estimates - The preparation

of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts

of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported

amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimated by management.

accounting estimates that may materially change in the near future are impairment of long-lived assets, values of stock compensation awards

and stock equivalents granted as offering costs, and allowance for bad debts.

Revenue Recognition – The Company’s

revenue is derived primarily from sales of our software and related hardware suite under perpetual licenses and from providing engineering

services under contracts.

The Company recognizes revenue in accordance with ASC Topic No.

In May 2014, the Financial Accounting Standards

1 unchanged sentence

2014-09, Revenue from Contracts with Customers .

is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance under prior U.S.

and replaced it with a principles-based approach for determining revenue recognition.

The core principle of the standard is the recognition

of revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company

expects to be entitled in exchange for those goods or services.

ASU 2014-09 is a comprehensive

revenue recognition standard that superseded nearly all existing revenue recognition guidance under prior GAAP and replaced it with

a principles-based approach for determining revenue recognition.

The core principle of the standard is the recognition of revenue upon

the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be

entitled in exchange for those goods or services.

In general, we determine revenue recognition by:

(1) identifying the

contract, or contracts, with our customer;

(1) identifying the contract, or contracts,

with our customer;

(2) identifying the performance obligations in the contract;

(3) determining the transaction

(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

cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability

is reasonably assured.

Revenue for customer travel packages purchased directly from the Company is recorded gross (the amount paid to

the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at

destinations throughout the world.

Company controls the specified travel product before it is transferred to the customer and is therefore a principal, based on but not

limited to, the following:

The Company is primarily

responsible for fulling the promise to provide such travel product.

The Company has inventory

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

The Company has discretion

in establishing the price for the specified travel product.

for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at

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

3 – Intangible Assets

assets as of November 30, 2024, and February 29, 2024 consisted of the following:

of Intangible Assets

(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.

The Company recognizes revenue when the customer

has purchased the product, the occurrence of the earlier of date of travel and the date of cancellation has expired, as satisfaction of

the performance obligation, the sales price is fixed or determinable and collectability is reasonably assured.

Revenue for customer travel

packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and

the cost of providing the respective travel package is recorded to cost of revenues).

The Company generates revenues from sales directly

to customers as well as through other distribution channels of tours and activities at destinations throughout the world.

The Company controls the specified travel product

before it is transferred to the customer and is therefore a principal, based on but not limited to, the following:

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

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

The Company has discretion in establishing the price for the specified travel product.

Payments for tours or activities received in advance

of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last

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

Segment Reporting - We 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.

information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business.

The Company’s CODM is the Company’s Chief Executive Officer.

Financial 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

For our single reportable segment-level financial

information, total assets, and significant non-cash transactions, see the Financial Statements.

NOTE 3 - Investment in Equity Securities

Investment in Blue Fysh Holdings Inc .

On 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 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,

The Company’s investment in Blue Fysh is

accounted for under the cost method, as the Company does not have significant influence over Blue Fysh.

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.

Since 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.

Note 4 – Acquisition of FSA Travel, LLC

On February 6, 2025, the Company acquired a 49 %

non-controlling interest in FSA Travel, LLC (“FSA”) pursuant to a Membership Purchase Agreement (the “FSA Purchase

Agreement”) and accounted for the investment under the equity method.

The Company recorded its proportional share of

FSA’s net loss from February 7, 2025 through February 28, 2025, the Company’s fiscal year-end.

On April 9, 2025, the Company exercised its

option to purchase the remaining 51 %

interest in FSA for additional consideration of $ 1.0

million comprised of $ 0.5

million in cash, and $ 0.5

million in shares of Series O Preferred ( 161,291

shares at $ 3.10

per share), pursuant to the FSA Purchase Agreement.

In addition, on April 28, 2025, the Company paid an additional $ 0.8

million in contingent consideration (comprised of both cash and shares of Series O Preferred stock) to the former owners of FSA (the

“FSA Unitholders”) pursuant to the FSA Purchase Agreement.

The contingent consideration issued as

purchase consideration provides for additional distributions to the FSA Unitholders, the amount of which is dependent on the

acquired business’ achievement of certain milestones.

The Company determined the fair value of the contingent consideration as

of the acquisition date (April 9, 2025) based on the probability and timing of achieving the respective milestones.

Upon completion of the acquisition of the

remaining 51 %

of FSA membership units, the acquisition of the remaining 51 % interest together with the initial 49 %

interest acquired on February 6, 2025 was accounted for as a step acquisition (business combination) under ASC 805, Business

Combinations, with the Company identified as the acquirer.

A step acquisition occurs when a shareholder obtains control over an

entity (that is considered a business) by acquiring an additional interest in that entity.

Under step acquisition accounting, the

acquirer’s previously held equity interest is remeasured to its fair value as of the date in which control was obtained and

included as part of the total consideration when determining goodwill.

Given the short duration between the initial equity purchase

of FSA (which was accounted for under the equity method of accounting) and the purchase of the remaining outstanding shares of FSA,

it was determined that the book value of such equity method accounting equaled its fair value at the time control was obtained.

accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the

liabilities assumed, based on their estimated fair value at the acquisition date.

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

The Company has completed a preliminary analysis

to assign fair values to all assets acquired and liabilities assumed.

The table below sets forth the consideration paid and the fair value

of the assets acquired and liabilities assumed for the acquisition:

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

Consideration paid

Series O Preferred stock

Earnout Payment

Fair value of Initial Purchase

Total consideration

Assets acquired and liabilities assumed

Cash and cash equivalents

Accounts receivable

Accounts payable

Due to FSA Unitholders

Total liabilities

Total net assets

The fair value of the working capital items, including

accounts receivable, other receivables, trade payables and deferred revenue, approximates their respective carrying values at the date

in which control was obtained.

Effective January 1, 2021, the Company has adopted ASU 2021-08, Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers, which created an exception to the recognition and measurement principles of ASC 805, Business

Combinations, for the Company’s contract assets and liabilities, including deferred revenue, essentially resulting in the carryover

of the historical amounts determined in accordance with ASC 606, Revenue from Contracts with Customers, rather than fair value.

The fair value of the acquired tradename and acquired

technology was determined using the relief from royalty method, which utilized projected financial information.

The goodwill recognized

in the acquisition primarily represents synergies with the existing operations of the Company, and the value of yet-to-be-acquired/developed

customers, technology, assembled workforce, and any other assets.

The Company is currently finalizing its valuation

of the acquired assets and liabilities and has recorded these preliminary amounts as of the acquisition date.

The final purchase price

allocation may result in adjustments to the amounts presented.

NOTE 5 – Journy.tv Asset Acquisition

On April 1, 2025, the Company entered into an

asset purchase agreement (the “Journy.tv Purchase Agreement”) with Ovation LLC (“Ovation”), pursuant to which

the Company purchased assets, including without limitation trademarks, domains, apps and certain agreements, and assumed certain liabilities

related to Ovation’s Journy.tv business (the “Journy.tv Acquisition”).

The Journy.tv Acquisition closed on April 1,

Pursuant to the Journy.tv Purchase

Agreement, as consideration for the Journy.tv Acquisition, the Company paid Ovation $ 300,000

in cash at closing and issued Ovation 20,000

restricted shares of Company common stock at $ 5.76

per share, for total consideration of $ 415,200 .

In connection with the Journy.tv

Acquisition, on April 1, 2025, the Company and Ovation also entered into a License Agreement (the “License Agreement”),

pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term set forth

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

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

Pursuant to the License

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

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

platforms (subject to certain exceptions).

As consideration for the rights granted under the License Agreement, the Company agreed

to pay Ovation an aggregate non-refundable license fee of $ 336,801 .

Either party may terminate the License Agreement in the event of a material default by the other party that is not cured within

fifteen days after the defaulting party receives notice of such default.

The transaction was accounted for as an

asset acquisition because while inputs were acquired (in the form of trademarks, distribution agreements, content licenses, and

service agreements), there is not a continuation of revenues before and after the transaction.

That is, due to the significant

rebranding and redevelopment of the inputs acquired, the Journy.tv assets are not producing revenue post-closing of the transaction.

Additionally, an organized workforce with the necessary skills and experience to create outputs was not included in the transaction.

As such, the transaction does not meet the definition of a business and is considered an asset acquisition.

On the acquisition date, the fair value of the

intangible assets acquired was $ 415,200 , excluding $ 6,700 of acquisition-related direct costs which were expensed as incurred.

The intangible

assets have a weighted average estimated useful life of 16.7 years.

NOTE 6 – Intangible Assets

Intangible assets as of May 31, 2025, and February

28, 2025 consisted of the following:

Schedule of Intangible Assets

February 28, 2025

Software Development

Software Licenses

FSA Travel, LLC Tradename

Journy.tv – Trade Name

Journy.tv Distribution Agreements

Accumulated amortization

( 5,056,789 )

( 5,936,269 )

assets, net of amortization

expense for the Nine months ended November 30, 2024, and 2023 was $ 531,093 and $ 926,295 , respectively.

the three and Nine months ended November 30, 2024, and 2023, the Company recorded no impairment losses associated with the carrying value

exceeding its recoverable amount.

estimated aggregate amortization expense for years ending February 28 is as follows:

of Estimated Aggregate Amortization Expense

Intangible assets, net of amortization

Amortization expense for the three months ended

May 31, 2025, and May 31, 2024 was $ 206,021 and $ 286,237 , respectively.

During the three months ended May 31, 2025 and

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:

Schedule of estimated aggregate amortization expense

2026 (Remaining)

legal acquisition of NextTrip Holdings, Inc.

by Sigma Additive Solutions, Inc.

on December 29, 2023 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.

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, $ 1,167,805 of goodwill was allocated

to the NextTrip Reporting Unit under the acquisition method of accounting.

5 - Related Party Transactions

February 29, 2024, NextTrip Holdings, Inc., 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 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 exceptions.

The promissory

note, or any portion thereof, may be prepaid by NextTrip Holdings, Inc.

without any penalty.

Kerby serves 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.

As of November 30, 2024, the total principal amount outstanding under this note was $ 348,109 .

March 18, 2024, the Company’s wholly-owned subsidiary, 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 of directors 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 bears an annual interest rate of 7.5 % and matures on February 28, 2025 , and may be prepaid by

the Company at any time prior to maturity without penalty.

As of November 30, 2024, the full principal amount of the note had been advanced

to the Company and was outstanding.

April 23, 2024, the Company’s board of directors approved the Company’s wholly-owned subsidiary, NextTrip, 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 % and shall

mature one year from the date of each note’s execution, and may be prepaid by the Company at any time prior to maturity without

On August 14, 2024, at a joint meeting of the Audit Committee and the board of directors, 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

As of November 30, 2024, the total principal amount advanced under the line of credit was $ 1,717,296 .

May 21, 2024, NextTrip issued an unsecured promissory note in the principal amount of $ 455,000 to Mr.

Monaco to memorialize the terms and conditions of certain working capital advances made by Mr.

Monaco to NextTrip.

As of November

30, 2024, the outstanding principal balance of the 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 directors.

The promissory note was approved by the Company’s Board of

Directors, including the independent members thereof.

following table summarizes the principal amounts outstanding by promissory note date and related party as of November 30, 2024:

of Principal Amounts Outstanding by Promissory Note Date and Related party

Outstanding at

November 30, 2024

William Kerby

Chief Executive

March 18, 2024

William Kerby

Chief Executive Officer

April 23, 2024

William Kerby

Chief Executive Officer

Gregory Miller

Executive Vice-President

total amounts due to related parties at November 30, 2024 and February 29, 2024 totaled $ 2,970,405 (as provided in the table above)

and $ 828,277 , respectively.

6 – Notes Payable

May 24, 2024, the Company issued an unsecured promissory note for $ 100,000 to an investor upon receipt of proceeds.

The note bears an

annual interest rate of 7.5 % and will mature and be due and payable on the earlier date of the completion of a public financing or October

31, 2024, unless extended by the written consent of the investor.

The note can be prepaid at any time by the Company without penalty.

July 11, 2024, the Company issued an unsecured promissory note for $ 40,000 to an investor upon receipt of proceeds.

The note bears an

annual interest rate of 7.5 % and will mature and be due and payable on June 25, 2025, unless extended by the written consent of the investor.

The note can be prepaid at any time by the Company without penalty.

September 19, 2024, the Company entered into a securities purchase agreement (the “Note & Warrant SPA”) with Alumni Capital

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

to Alumni Capital for total consideration of $ 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 ten percent ( 10 %) per annum which shall be due and payable on December 19, 2024 .

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.

October 18, 2024, the Company entered into a securities purchase agreement (the “Note SPA”) with 1800 Diagonal Lending, LLC

(“1800 Diagonal”) for the sale of a short-term promissory note (the “1800 Diagonal Note”) for total consideration

NOTE 7 – Goodwill

Reverse Acquisition of Sigma Additive Solutions,

As discussed in Note 1 – Business

Description and Going Concern, the legal acquisition of NTH by the Company on December 29,

2023 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

Pursuant to ASC 350-20, the Company assigned

its goodwill to reporting units and is required to test each reporting unit’s goodwill for impairment at least on an annual

basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a

reporting unit below its carrying amount.

The goodwill resulting from the reverse acquisition is primarily attributable to

NTH’s objective to obtain access to public markets to provide funding wherewithal to fund business growth.

NTH’s benefit

in paying for these synergies in the reverse acquisition transaction was to avoid the time and expense of organizing and executing

an Initial Public Offering transaction.

In the reverse acquisition, $ 1,167,805

of goodwill was allocated to the Company’s Travel Products and Services reporting segment (its “NTH Reporting

Unit”) under the acquisition method of accounting.

Acquisition of FSA Travel, LLC

As of May 31, 2025, preliminary goodwill of $ 1,669,058

arising from the FSA acquisition has been reported within the Company’s single reporting segment, Travel Products and Services.

See Note 4, Acquisition of FSA Travel, LLC for a description of goodwill recognized in connection with the acquisition.

NOTE 8 – Notes Payable

On May 24, 2024, the Company sold a short-term

promissory note to a private investor in the aggregate principal amount of $ 100,000 .

The 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 May 31, 2025, the full principal amount of $ 100,000 was outstanding.

On June 26, 2024, the Company sold a short-term

promissory note to a private investor in the aggregate principal amount of $ 40,000 .

The 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 May 31, 2025, the full principal

amount of $ 40,000 was outstanding.

On 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 (“OID”) 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 May 31, 2025,

the balance on the note, net of the unamortized debt discount, was $ 40,572 .

On 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 OID of $ 18,190 , and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal.

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 months.

The note may be prepaid at any time with no prepayment

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

of 1800 Diagonal Lending LLC.

As of May 31, 2025, the balance on the note, net of the unamortized debt discount was $ 57,760 .

On 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.

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 May 31, 2025, the balance on the note, net of the unamortized debt discount, was $ 95,169 .

On February 4, 2025, the Company sold a short-term

promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 152,100 .

The note includes an OID of $ 22,100 ,

and bears a one-time interest charge of 13 %,

which was applied on the issuance date to the principal.

The note is payable in five installments, with the first payment in the amount

due on August 15, 2025, and the remaining four equal installments of $ 21,484

are due on the 15 th of each of the next four successive months.

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

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

Diagonal Lending LLC.

As of May 31, 2025, the balance on the note, net of the unamortized debt discount was $ 137,808 .

On April 1, 2025, the Company entered into a securities

purchase agreement (the “Note & Warrant SPA”) with Alumni Capital LP (“Alumni Capital”) for the sale of a

short-term promissory note (the “Alumni Note”) and warrants (“Warrants”) to Alumni Capital for total consideration

of $ 300,000 .

After deducting commissions and other expenses, net proceeds to the Company were $ 115,000 .

1800 Diagonal Note is in the principal amount of $ 154,440 with an original issue discount of $ 22,440 and guaranteed interest on the principal

amount of thirteen percent ( 13 %) which shall be due and payable in ten (10) equal monthly installments of $ 17,451.70 commencing on November

The note and interest may be prepaid by the Company at any time with no prepayment penalty.

In the event of a failure to pay

a monthly installment within five (5) business days of the due date, the interest rate will increase to twenty-two percent ( 22 %) per

annum or the maximum amount permitted under law from the due date thereof until the same is paid.

The 1800 Diagonal Note is convertible

into common stock of the Company only upon an event of default.

November 8, 2024, the Company entered into a second securities purchase agreement (the “Note2 SPA”) with 1800 Diagonal for

the sale of a short-term promissory note (the “1800 Diagonal Note2”) for total consideration of $ 107,000 .

1800 Diagonal Note2 is in the principal amount of $ 125,190 with an original issue discount of $ 18,190 and guaranteed interest on the

principal amount of thirteen percent ( 13 %) which shall be due and payable in five (5) monthly installments.

The first installment of

50% of the amount due, totaling $ 70,732 , is payable on May 15, 2025 .

The remaining 50% is payable in four (4) equal monthly installments

of $ 17,683 commencing on June 15, 2025 .

The note and interest may be prepaid by the Company at any time with no prepayment penalty.

the event of a failure to pay a monthly installment within five (5) business days of the due date, the interest rate will increase to

twenty-two percent ( 22 %) per annum or the maximum amount permitted under law from the due date thereof until the same is paid.

Diagonal Note2 is convertible into common stock of the Company only upon an event of default.

November 1, 2024, the Company sold a short-term promissory note to an investor for total consideration of $ 250,000 , resulting in total

net proceeds of $ 250,000 .

The note is in the principal amount of $ 287,500 and includes an original issue discount of $ 37,500 .

is payable in full on or before May 1, 2025 , and may be prepaid at any time without penalty.

In the event of default, the remaining unpaid

balance is due and payable immediately at the option of the investor.

In connection with the note, the Company issued a warrant to the

investor to purchase up to 100,000 shares of common stock with an exercise price of $ 3.25 .

The warrant expires on November 1, 2027.

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 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 NextTrip that it 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, Inc.

No payments have been made on the

lease and no expense has been recognized for the three and nine months ended November 30, 2024.

Rent expense for the three and nine months

ended November 30, 2023 totaled $ 48,245 and $ 123,092 , respectively.

Company leases approximately 350 square feet of space for its principal executive offices at 3900 Paseo del Sol, Santa Fe, New Mexico

The lease has a 6-month term which ends on December 31, 2024.

The landlord can terminate the lease upon 30 days written notice

and NextTrip can terminate the lease upon 45 days written notice.

Therefore, the Company has elected the short-term lease recognition

exemption, whereby leases are not recorded on the Company’s balance sheet and lease payments are recognized as lease expense on

a straight-line basis over the lease term.

Rent expense related to this lease for the three and nine months ended November 30, 2024 was

$ 2,200 and $ 5,500 , respectively, and $ 0 for the same periods in 2023.

8 - Stockholders’ Equity

March 8, 2024, at a special meeting of stockholders, the Company received approval to increase its authorized shares of common stock

from 1,200,000 to 250,000,000 (the “Increase in Authorized”).

On March 11, 2024, the Company filed a Certificate of Amendment

to its amended and restated articles of incorporation, as amended, with the Secretary of State of the State of Nevada, pursuant to which,

effective as of 12:01 a.m.

Pacific time on March 13, 2024, the Increase in Authorized was implemented.

the first fiscal quarter of 2025, the Company issued 100,000 shares of common stock upon conversion of 100,000 shares of Series G Convertible

Preferred Stock, 117,000 shares of common stock upon conversion of 117,000 shares of Series H Convertible Preferred Stock, and 192,502

shares of common stock upon conversion of 192,502 shares of Series I Convertible Preferred Stock.

the second fiscal quarter of 2025, the Company issued 42,709 shares of common stock to a service provider as partial compensation for

development work related to Compass.TV, the Company’s Free-Ad Supported TV (“FAST”) channel.

the third fiscal quarter of 2025, the Company issued 32,786 shares of common stock as commitment shares for its $ 10 million Equity Line

of Credit and 8,065 common shares as a deposit for the potential acquisition of Five Star Alliance.

our amended and restated articles of incorporation, as amended (“Articles”), 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

power or other rights of the holders of the common stock.

The issuance of preferred stock, while providing flexibility in connection

with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing

a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders

of common stock.

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

An aggregate of 225,520 and 472,996 shares of

preferred stock were issued and outstanding at November 30, 2024 and February 29, 2024, respectively.

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

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 Series E 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.

November 30, 2024, 316 shares of the issued Series E Convertible Preferred Stock were outstanding, which if converted as of November

30, 2024, including the make-whole dividends, would have resulted in the issuance of 3,310 shares of common stock.

F Convertible Preferred Stock

January 4, 2024, the Company filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Series F Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993 shares of the Company’s preferred

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

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

The Alumni Note is in the principal amount

with an OID of $ 60,000

and guaranteed interest on the principal amount of ten percent ( 10 %)

per annum which shall be due and payable on July

In the event of a failure to re-pay the Alumni Note on or before July 1, 2025, the interest rate will increase to

the lesser 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 shares of Company common stock only upon an event of default.

As of May 31, 2025, the balance on the

Alumni Note, net of the unamortized debt discount, was $ 281,737 .

NOTE 9 – Long-Term Debt

As part of the acquisition of FSA on April

9, 2025, the Company assumed an SBA loan originally issued to FSA on December 4, 2020, with an initial principal amount of $ 50,500 ,

bearing interest at 3.75 %

On October 4, 2021, FSA received a modification to the loan, which increased the principal amount to $ 199,100 .

The loan requires monthly payments of principal and interest of $ 995

and matures on December

In accordance with ASC 805 – Business Combinations,

the assumed loan was recognized at its acquisition-date fair value of $ 98,920 , which reflects a market-based effective interest rate of

approximately 12.03 % per annum over the remaining term of 307 months.

The difference between the face value of the debt and the fair value

at the acquisition date was included in the allocation of purchase consideration and is reflected in goodwill.

The loan is measured at amortized cost subsequent

to the acquisition date, and interest expense is recognized using the effective interest method based on the fair value of the liability

at the acquisition date.

The following table summarizes the loan terms as of the acquisition date:

Schedule of Long Term Loan

Principal amount

Fair value at acquisition date

Remaining term

Monthly payment

Effective interest rate

As of May 31, 2025, the balance of the loan was

NOTE 10 - Related Party Transactions

On April 9, 2025, NTH and the Donald P.

Insurance Trust (the “Trust”) entered into two promissory notes (together, the “Trust Notes”) under the Company’s

$ 2.0 million line of credit.

Donald Monaco, chairman of the Company’s Board of Directors, is the trustee of the Trust.

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 made by Mr.

Monaco to the Company.

On May 6, 2025, the Company

entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP (“MIP”)

providing the Company with a $ 3,000,000 revolving line of credit.

The MIP Line of Credit allows the Company to request advances thereunder

from time to time until May 31, 2027 , the maturity date.

Advances made under the MIP Line of Credit bear simple interest at a rate of

12 % per annum, calculated from the date of each respective advance.

Accrued interest shall be payable on a monthly basis, no later than

the 10th day of the subsequent month.

The full outstanding principal balance, together with any accrued and unpaid interest, shall be

due and payable in full by the Company on the maturity date.

The Company may, at its option, prepay any borrowings under the MIP Line

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

Monaco controls MIP.

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 31, 2025 totaled $ 441,575 ,

bringing the total amount advanced under the line to $ 1,486,575 as of May 31, 2025.

The total amounts due to related parties at May

31, 2025 and February 28, 2025 totaled $ 1,494,191 and $ 61,526 , respectively.

NOTE 11 - Stockholders’ Equity

The Company has 250,000,000 shares of common stock

authorized for issuance pursuant to its amended and restated articles of incorporation, as amended (“Charter”).

2025 and February 28, 2025, there were 7,691,374 and 1,656,738 shares of common stock, par value $ 0.001 per share, issued and outstanding,

respectively.

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

In the first quarter of 2024, the Company issued

100,000 shares of common stock upon conversion of 100,000 shares of Series G Convertible Preferred Stock, 117,000 shares of common stock

upon conversion of 117,000 shares of Series H Preferred, and 192,502 shares of common stock upon conversion of 192,502

shares of Series I Preferred.

In the first quarter of 2025, the Company

issued 105,000

shares of common stock in connection with various investor relations consulting contracts, 45,642

shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends, 20,000

shares of common stock to Ovation as partial consideration pursuant to the April 1, 2025 Journy.tv Asset Purchase Agreement;

shares of common stock to ITA as a finder’s fee related to the FSA acquisition;

shares of common stock pursuant to a consulting contract related to the development and launch of a dedicated beauty and wellness

FAST channel;

and 5,843,993

shares of common stock to the members of NTG pursuant to the Exchange Agreement, constituting Contingent Shares issuable to the

members of NTG upon the achievement of all business milestones.

Preferred Stock

Under our Charter, our board

of directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix

the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock,

including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms,

any or all of which may be preferential to or greater than the rights of the common stock.

Our board of directors may authorize the issuance

of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the

common stock.

The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate

purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect

the market price of the common stock and the voting and other rights of the holders of common stock.

The Company is authorized to issue 10,000,000

shares of preferred stock, par value $ 0.001

An aggregate of 3,388,874

and 3,106,616

shares of preferred stock were issued and outstanding at May 31, 2025 and February 28, 2025, respectively, as further discussed below.

Series E Convertible Preferred Stock

Under the Certificate of Designations of the Series

E Preferred Stock, shares of the Company’s Series E Preferred have an initial stated value of $ 1,500

per share (the “Series E 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 Series E 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).

The Conversion

Amount is the sum of the Stated Series E 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

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

At May 31, 2025, 316 shares of Series

E Preferred were outstanding, which if converted as of May 31, 2025, including the make-whole dividends, would have

resulted in the issuance of 3,415 shares of common stock.

Series F Convertible Preferred Stock

On 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 Preferred.

The Series F Preferred

was designated by the Company in connection with its acquisition of 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 Series F Certificate of Designation are summarized below:

The Series F Preferred rank pari passu to the Company’s common stock.

Holders of Series F Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the 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.

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 Articles or other charter documents in any manner that adversely effects any rights of the holders of the Series F Preferred, or

(iii) 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

was designated by the Company in connection with the acquisition of NTH, and, in the event that the Company did not have sufficient shares

of common stock available to fulfill its obligations pursuant to the Exchange Agreement governing the terms of the acquisition, shares

of Series F Preferred would have been issued to the previous equity holders of NTH in lieu of shares of Company common stock.

The terms and conditions set forth in the Series

F Certificate of Designation are summarized below:

The Series F Preferred rank pari

passu to the Company’s common stock.

Holders of Series F Preferred

will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock.

Except as provided by the Company’s

Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series F Preferred are entitled to vote with the holders

of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s

stockholders for their action or consideration.

In any such vote, each holder is entitled to a number of votes equal to the number of

shares of common stock into which the Series F Preferred held by such holder is convertible.

The Company may not, without the consent

of holders of a majority of the outstanding shares of Series F Preferred, (i) alter or change adversely the powers, preferences or rights

given to the Series F Preferred or alter or amend the Series F Certificate of Designation, (ii) amend its Charter or other charter documents

in any manner that adversely effects any rights of the holders of the Series F Preferred, or (c) enter into any agreement with respect

to the foregoing.

On such date that the Company

amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required

to convert all of the outstanding Series F Preferred, each outstanding share of Series F Preferred shall automatically be converted into

one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series F Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each, a “Liquidation”),

holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Conversion

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

November 30, 2024, no shares of the Series F Convertible Preferred Stock 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 (the “Series G Preferred”).

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

The Series G Preferred rank pari passu to the Company’s common stock.

Holders of Series G Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Company’s Articles or as otherwise required by the Nevada Revised Statutes, holders of Series G Preferred

are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect

to all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled

to a number of votes equal to the number of shares of common stock into which the Series G Preferred held by such holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series G Preferred, (i) alter or change

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

(ii) amend its Articles or other charter documents in any manner that adversely effects any rights of the holders of the Series G Preferred,

or (iii) 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 G Preferred, each outstanding share of Series G Preferred shall

automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series

G Conversion Ratio”).

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.

At May 31, 2025, no shares of the Series F Preferred were outstanding.

Series G Convertible Preferred Stock

On 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, par value $ 0.001 per share.

The terms and conditions

set forth in the Series G Certificate of Designation are summarized below:

G Preferred rank pari passu to the Company’s common stock.

of Series G Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of

Company common stock.

Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series G

Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class,

with respect to all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each

holder is entitled to a number of votes equal to the number of shares of common stock into which the Series G Preferred held by such

holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series G

Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series G Preferred or alter or amend the

Series G Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any

rights of the holders of the Series G Preferred, or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance

thereunder, to at least the extent required to convert all of the outstanding Series G Preferred, each outstanding share of Series G

Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited

circumstances) (the “Series G Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series G Preferred

the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series G Preferred

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

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

The Company shall have the right to redeem up to 50% of the Series G Preferred Stock for an aggregate price of $1.00 in accordance

with the terms of the Perpetual License Agreement.

November 30, 2024, no shares of the issued Series G Convertible Preferred Stock were outstanding.

H Convertible Preferred Stock

January 26, 2024, the Company filed a Certificate of Designation of Series H Convertible Preferred Stock (the “Series H Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 150,000 shares of the Company’s preferred

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

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

The Series H Preferred rank pari passu to the Company’s common stock.

Holders of Series H Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Company’s Articles or as otherwise required by the Nevada Revised Statutes, holders of Series H Preferred

are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect

to all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled

to a number of votes equal to the number of shares of common stock into which the Series H Preferred held by such holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series H Preferred, (i) alter or change

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

(ii) amend its Articles or other charter documents in any manner that adversely effects any rights of the holders of the Series H Preferred,

or (iii) 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 H Preferred, each outstanding share of Series H Preferred shall

automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series

H Conversion Ratio”).

Redemption Right .

The 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 50% of the Series G Preferred, and all such shares were converted into shares of Company

common stock on March 15, 2024.

At May 31, 2025, no shares of Series G Preferred were outstanding.

Series H Convertible Preferred Stock

On January 26, 2024,

the Company filed a Certificate of Designation of Series H Convertible Preferred Stock (the “Series H Certificate of Designation”)

with the Secretary of State of the State of Nevada, designating 150,000 shares of the Company’s preferred stock as Series H Preferred, par value $ 0.001 per share.

The terms and conditions

set forth in the Series H Certificate of Designation are summarized below:

H Preferred rank pari passu to the Company’s common stock.

of Series H Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of

Company common stock.

Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series H

Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class,

with respect to all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each

holder is entitled to a number of votes equal to the number of shares of common stock into which the Series H Preferred held by such

holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series H

Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series H Preferred or alter or amend the

Series H Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any

rights of the holders of the Series H Preferred, or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance

thereunder, to at least the extent required to convert all of the outstanding Series H Preferred, each outstanding share of Series H

Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited

circumstances) (the “Series H Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series H Preferred

the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series H Preferred

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

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

November 30, 2024, 33,000 shares of the issued Series H Convertible Preferred Stock were outstanding, which if converted as of November

30, 2024, 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 (the “Series I Preferred”).

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

The Series I Preferred rank pari passu to the Company’s common stock.

Holders of Series I Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Articles, or as otherwise required by the Nevada Revised Statutes, holders of Series I Preferred are entitled

to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters

presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled to a number

of votes equal to the number of shares of common stock into which the Series I Preferred held by such holder is convertible.

may not, without the consent of holders of a majority of the outstanding shares of Series I Preferred, (i) alter or change adversely

the powers, preferences or rights given to the Series I Preferred or alter or amend the Series I Certificate of Designation, (ii) amend

its Articles or other charter documents in any manner that adversely effects any rights of the holders of the Series I Preferred, or

(iii) 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 shares of Series I Preferred, each outstanding share of Series I Preferred

shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the

“Series I Conversion Ratio”).

At May 31, 2025, 33,000 shares of Series

H Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 33,000 shares

of common stock.

Series I Convertible Preferred Stock

On February 22, 2024, the

Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Initial Series I Certificate of Designation”)

with the Secretary of State of the State of Nevada, designating 331,124 shares of the Company’s preferred stock as Series I Preferred,

par value $ 0.001 per share.

On February 25, 2025, the Company filed an amendment to the Initial Series I Certificate of Designation (the

“Amendment to Series I Certificate of Designation” and together with the Initial Series I Certificate of Designation, the

“Series I Certificate of Designation”) with the Secretary of State of the State of Nevada, to increase the number of shares

of Series I Preferred to 692,945 shares.

The terms and conditions

set forth in the Series I Certificate of Designation are summarized below:

I Preferred rank pari passu to the Company’s common stock.

of Series I Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of

Company common stock.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series I Preferred are

entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to

all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is

entitled to a number of votes equal to the number of shares of common stock into which the Series I Preferred held by such holder is

The Company may not, without the consent of holders of a majority of the outstanding shares of Series I Preferred, (i)

alter or change adversely the powers, preferences or rights given to the Series I Preferred or alter or amend the Series I

Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of

the holders of the Series I Preferred, or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance

thereunder, to at least the extent required to convert all of the outstanding shares of Series I Preferred, each outstanding share

of Series I Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain

limited circumstances) (the “Series I Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series I Preferred

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

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

August 15, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 4,967 shares of Series I Convertible

Preferred Stock, 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 Convertible Preferred Stock 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 Convertible Preferred Stock at $ 3.02 per share, resulting in gross proceeds to the Company of $ 200,000 .

October 30, 2024 and November 5, 2024, the Company issued 66,000

shares of Series I Convertible Preferred Stock to third parties in connection with investor relations services.

November 30, 2024, 192,204 shares of the issued Series I Convertible Preferred Stock were outstanding, which if converted as of November

30, 2024, would have resulted in the issuance of 192,204 shares of common stock.

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

NextTrip 2023 Equity Incentive Plan (the “2023 Plan”).

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

the 2023 Plan., and as of November 30, 2024, all of such shares are available for issuance.

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

As such, no new grants may be made under the 2013 Plan.

30, 2024, there were 76,367 shares of common stock reserved for issuance upon exercise of outstanding stock options issued under the

2013 Plan prior to its expiration, and an additional 2,500 shares reserved for issuance pursuant to outstanding inducement options.

were no issuances of stock options for the nine months ended November 30, 2024 or November 30, 2023.

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

common stock on the grant date, but not less than 100% of the fair market value.

Stock options are typically granted throughout the year

and generally vest over a period from one to three years of service and expire five years from the grant date, unless otherwise specified.

The Company recognizes compensation expense for the fair value of the stock options over the vesting period for each stock option award.

stock-based compensation expense included in the statements of operations for the three and nine months ended November 30, 2024 was $ 6,227

and $ 36,463 , respectively, all of which was related to stock options.

There was $ 0 stock-based compensation included in the statements

of operations for the three and nine months ended November 30, 2023.

activity for the nine months ended November 30, 2024 and the year ended February 29, 2024 was as follows:

of Stock Option Activity

In the event of any liquidation,

dissolution or winding up of the Company, either voluntary or involuntary, holders of Series I Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series I Conversion Ratio, with holders of Company common stock in any

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

On 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 .

On 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 .

On 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 .

On February 24, 2025, the Company entered into

a securities purchase agreement (the “Series I Purchase Agreement”) with certain accredited investors,

pursuant to which the Company issued and sold an aggregate of 331,125 restricted shares of Series I Preferred 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.

On February 24 2025, the Company entered into

a debt conversion agreement with Greg Miller, an independent contractor of the Company, whereby Mr.

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).

Additionally, if stockholder approval is not received by May

1, 2025, then the Miller Warrant shares will increase to 50,000 ,

and the exercise price will decrease to $ 3.02 .

As such approval was not obtained by May 1, 2025, the exercise price of the Miller Warrant was reset to $ 3.02 and the number of shares

of common stock issuable upon exercise of the Miller Warrant increased to 50,000 shares as of such date.

On February 25, 2025, the Company issued 10,000

shares of Series I Preferred at $ 3.02 per share to the Company’s IT contractor as payment for outstanding invoices.

The Series I Preferred shall not be convertible

and the Miller Warrant shall not be exercisable into shares of common stock until such date that the Company obtains stockholder approval

to remove the Exchange Cap (as described below).

At May 31, 2025, 500,442 shares of Series I Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 500,442

shares of common stock.

Series J Nonvoting Convertible Preferred

On January 3, 2025, the Company filed a Certificate

of Designation of Series J Nonvoting Convertible Preferred Stock (the “Series J Certificate of Designation”) with the Secretary

of State of the State of Nevada, designating 297,788 shares of the Company’s preferred stock as Series J Preferred, par value $ 0.001 per share.

The 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.

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.

On 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 services.

The Series J Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

At May 31, 2025, 297,788 shares of Series

J Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 297,788 shares of common stock.

Series K Nonvoting Convertible Preferred

On January 3, 2025, the Company filed a Certificate

of Designation of Series K Nonvoting Convertible Preferred Stock (the “Series K Certificate of Designation”) with the Secretary

of State of the State of Nevada, designating 60,595 shares of the Company’s preferred stock as Series K Preferred, par value $ 0.001 per share.

The 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.

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.

On 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 notes.

The Series K Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

At May 31, 2025, 60,595 shares of the Series K

Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 60,595 shares of common

Series L Nonvoting Convertible Preferred

On January 3, 2025, the Company filed a Certificate

of Designation of Series L Nonvoting Convertible Preferred Stock (the “Initial Series L Certificate of Designation”) with

the Secretary of State of the State of Nevada, designating 579,469 shares of the Company’s preferred stock as Series L Preferred, par value $ 0.001 per share.

On February 25, 2025, the Company filed

an amendment to the Initial Series L Certificate of Designation (the “Series L Preferred Amendment,” and together with the

Initial Series L Certificate of Designation, the “Series L Certificate of Designation”) with the Secretary of State of the

State of Nevada, to increase the number of shares of the Company’s preferred stock designated as Series L Preferred to 1,076,158

The 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;

provided, 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.

On 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.

On 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 share.

The Series L Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

Cap, subject to beneficial ownership limitations.

At May 31, 2025, 1,076,156 shares of the Series

L Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 1,076,156 shares of common

Series M Nonvoting Convertible Preferred

On January 3, 2025, the Company filed a Certificate

of Designation of Series M Nonvoting Convertible Preferred Stock (the “Series M Certificate of Designation”) with the Secretary

of State of the State of Nevada, designating 165,562 shares of the Company’s preferred stock as Series M Preferred, par value $ 0.001 per share.

The 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 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;

provided, 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 M Preferred are not entitled to voting rights.

Company may not, without the consent of holders of a majority of the outstanding shares of Series M Preferred, (i) alter or change adversely

the powers, preferences or rights given to the Series M Preferred or alter or amend the Series M 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 M 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 M Preferred into shares of Common Stock in accordance

with the listing rules of Nasdaq, each outstanding share of Series M Preferred shall automatically be converted into one share of Company

common stock (subject to adjustment under certain limited circumstances) (the “Series M 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 M Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series M Conversion Ratio, with holders of Company common stock in any

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

On December 31, 2024, the Company entered into

a securities purchase agreement with certain accredited investors, pursuant to which the Company may issue and sell up to $ 500,000 of

restricted shares of Series M Preferred, at a purchase price of $ 3.02 per share.

In addition, as part of the Series M Preferred

offering, on December 31, 2024, the Company entered into a debt conversion agreement with an existing lender whereby the lender and the

Company agreed to convert $ 350,000 in existing unsecured promissory notes plus accrued interest owed to the lender for monies advanced

to the Company into shares of Series M Preferred.

The Series M Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

On December 31, 2024, in connection with the foregoing,

the Company issued 133,278 shares of Series M Preferred to an investor pursuant to a debt conversion agreement.

At May 31, 2025, all 133,278 shares of the Series

M Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 133,278 shares of common stock.

Series N Nonvoting Convertible Preferred

On January 30, 2025, the Company filed a Certificate

of Designation of Series N Convertible Preferred Stock (the “Series N Certificate of Designation”) with the Secretary of State

of the State of Nevada, designating 500,000 shares of the Company’s preferred stock as Series N Preferred, par

value $ 0.001 per share.

The terms and conditions set forth in the Series

N Certificate of Designation are summarized below:

The Series N Preferred rank pari

passu to the Company’s common stock.

Holders of Series N 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 Series

N Certificate of Designation, or as otherwise required by the Nevada Revised Statutes, holders of Series N 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 N Preferred,

(i) alter or change adversely the powers, preferences or rights given to the Series N Preferred or alter or amend the Series N Certificate

of Designation, (ii) amend its Charter, amended and restated bylaws or other charter documents

in any manner that adversely effects any rights of the holders of the Series N 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 N Preferred into shares of common stock in accordance

with the listing rules of Nasdaq, each outstanding share of Series N Preferred shall automatically be converted into one share of Company

common stock (subject to adjustment under certain limited circumstances) (the “Series N 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 N Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series N Conversion Ratio (as defined in the Series N Certificate of

Designation), with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common

On January 28, 2025, the Company entered into

a securities purchase agreement with an accredited investor, pursuant to which the Company issued and sold the purchaser (i) 17,000 restricted

shares of Series N Preferred and (ii) warrants to purchase 17,000 shares of Company common stock, at a combined purchase price of $ 5.00

per share and warrant, resulting in gross proceeds to the Company of $ 85,000 .

On February 24, 2025, the Company and Blue Fysh entered into a Share Exchange Agreement whereby

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

in exchange for 483,000 restricted shares of Series N Preferred at an issuance price of $ 5.00 per share (the “BF Share Exchange”).

The BF Share Exchange closed on February 28, 2025.

The Series N Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

At May 31, 2025, 500,000 shares of the Series

N Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 500,000 shares of common stock.

Series O Nonvoting Convertible Preferred

On February 6, 2025, the Company filed a Certificate

of Designation of Series O Nonvoting Convertible Preferred Stock (the “Series O Certificate of Designation”) with the Secretary

of State of the State of Nevada, designating 451,614 shares of the Company’s preferred stock as Series O Preferred, par value $ 0.001 per share.

The terms and conditions set forth in the Series

O Certificate of Designation are summarized below:

The Series O Preferred rank pari

passu to the Company’s common stock.

Holders of Series O 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 Series

O Certificate of Designation, or as otherwise required by the Nevada Revised Statutes, holders of Series O 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 O Preferred,

(i) alter or change adversely the powers, preferences or rights given to the Series O Preferred or alter or amend the Series O Certificate

of Designation, (ii) amend its Charter, amended and restated bylaws or other charter documents

in any manner that adversely effects any rights of the holders of the Series O 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 O Preferred into shares of common stock in accordance

with the listing rules of Nasdaq, each outstanding share of Series O Preferred shall automatically be converted into one share of Company

common stock (subject to adjustment under certain limited circumstances) (the “Series O 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 O Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series O Conversion Ratio (as defined in the Series O Certificate of

Designation), with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common

On February 6, 2025, in connection with the Company’s

acquisition of the initial 49 % of interests in FSA, the Company issued 161,291 shares of Series O Preferred to FSA.

On April 9, 2025, in connection with the Company’s

acquisition of the remaining 51 % of interests in FSA, the Company issued 161,291 shares of Series O Preferred to the FSA Unitholders.

On April 28, 2025, in connection with achievement

of all business milestones, the Company issued 120,967 shares of Series O Preferred stock to FSA.

The shares of Series O Preferred issued cannot be converted into shares of Company common stock unless and until the Company’s stockholders approve the conversion of Series

O Preferred into shares of common stock in accordance with the listing rules of Nasdaq.

Upon receipt of such approval, the shares of Series

O Preferred outstanding as of such date shall automatically convert into shares of Company common stock, subject to applicable beneficial

ownership limitations.

At May 31, 2025, 443,549 shares of Series

O Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 443,549 shares of common stock

Series P Nonvoting Convertible Preferred

On February 25, 2025, the Company filed a Certificate

of Designation of Series P Nonvoting Convertible Preferred Stock (the “Series P Certificate of Designation”) with the Secretary

of State of the State of Nevada, designating 343,750 shares of the Company’s preferred stock as Series P Preferred, par value $ 0.001 per share.

The terms and conditions set forth in the Series

P Certificate of Designation are summarized below:

The Series P Preferred rank pari

passu to the Company’s common stock.

Holders of Series P 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 P Preferred are not entitled to voting rights.

Company may not, without the consent of holders of a majority of the outstanding shares of Series P Preferred, (i) alter or change adversely

the powers, preferences or rights given to the Series P Preferred or alter or amend the Series P 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 P 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 P Preferred into shares of Common Stock in accordance

with the listing rules of Nasdaq, each outstanding share of Series P Preferred shall automatically be converted into one share of Company

common stock (subject to adjustment under certain limited circumstances) (the “Series P 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 P Preferred will be entitled to participate,

on an as-converted-to-common stock basis calculated based on the Series P Conversion Ratio, with holders of Company common stock in any

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

On February 26, 2025, the Company entered into

an Equity Investment Agreement with AOS Holdings LLC (“AOS”), pursuant to which the Company issued and sold to AOS (i) 93,750

restricted shares of Series P Preferred, (ii) a warrant exercisable in cash to purchase up to 375,000 shares of common stock (the “Cash

Warrant”), and (iii) a warrant exercisable in either cash or via cashless exercise (the “Cashless Warrant”) to purchase

up to 375,000 shares of common stock, for a combined purchase price of $ 4.00 per share, resulting in gross proceeds to the Company of

On February 26, 2025, the Company entered into

a Debt Exchange Agreement with AOS, whereby AOS and the Company agreed to convert $ 1,000,000 owed to AOS under an existing unsecured promissory

note owed for monies advanced to the Company into 250,000 shares of Series P Preferred at a conversion price of $ 4.00 per share.

The Series P Preferred shall be convertible

into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange

Cap, subject to beneficial ownership limitations.

At May 31, 2025, 343,750 shares of the Series

P Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 343,750 shares of common stock.

Stock Options

On 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 (the “2023

7,000,000 shares of common stock have been reserved for issuance under the 2023 Plan., and as of May 31, 2025, 6,443,750

shares are available for future issuance.

The Company’s 2013 Equity Incentive Plan

expired on March 15, 2023.

As such, there were no shares of common stock reserved for future issuance thereunder as of May 31, 2025.

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

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

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

stock under the 2023 Plan.

There were no issuances of options during the three months ended May 31, 2024.

The Company generally grants stock options to

employees, consultants, and directors at exercise prices equal to the fair market value of the Company’s common stock on the grant date, but not

less than 100% of the fair market value.

Stock options are typically granted throughout the year and generally vest over a period from

one to three years of service and expire five years from the grant date, unless otherwise specified.

The Company recognizes compensation

expense for the fair value of the stock options over the vesting period for each stock option award.

Total stock-based compensation expense included

in the statements of operations for the three months ended May 31, 2025 and 2024 was $ 138,325 and $ 16,394 , respectively, all of which is

related to stock options.

The fair value of stock-based awards was estimated

using the Black-Scholes model with the following weighted average assumptions for the three months ended May 31, 2025.

There were no grants

issued during the three months ended May 31, 2024:

Schedule of Share Based Payments Award Stock Options Valuation Assumptions

Dividend yield

Risk-free interest rate

3.825 %- 4.06

Expected volatility

122.5 %- 139.7

Expected life (in years)

Option activity for the three months ended May

31, 2025 and the year ended February 28, 2025 was as follows:

Schedule of Stock Option Activity

Options outstanding at February 29, 2024

Options assumed pursuant to reverse

Forfeited or cancelled

1 unchanged sentence

Forfeited or cancelled

Options outstanding November 30, 2024

Options expected to vest in the future as of November

Options exercisable at November 30, 2024

Options vested, exercisable, and options expected to

vest at November 30, 2024

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

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

At November 30, 2024, no option

had an exercise price below the $ 3.82 closing price of our common stock as reported on the Nasdaq Capital Market.

November 30, 2024, there was $ 9,910 of unrecognized stock-based compensation expense related to unvested stock options with a weighted

average remaining recognition period of 0.54 years.

Appreciation Rights

purposes of the 2020 Stock Appreciation Rights Plan (the “SAR 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;

Options outstanding May 31, 2025

Options expected to vest in the future as of May 31, 2025

Options exercisable at May 31, 2025

Options vested, exercisable, and options expected to vest at May 31, 2025

The aggregate intrinsic value is calculated as

the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have

an exercise price below the market price of our common stock.

At May 31, 2025, no options had an exercise price below the $ 2.05 closing

price of our common stock as reported on The Nasdaq Capital Market.

At May 31, 2025, there was no unrecognized stock-based

compensation expense related to unvested stock options.

Stock Appreciation Rights

The purposes of the 2020 Stock Appreciation

Rights Plan (the “2020 SAR 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

(ii) provide incentives that align the interests of Service Providers with those of the stockholders of the Company;

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

The SAR Plan provides for incentive awards only in the form of stock appreciation

rights payable in cash (“SARs”) and no shares of common stock are reserved or will be issued pursuant to the SAR Plan.

may be granted 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 (“Share”) 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.

exercise price per share will not be less than 100% of the fair market value of a share of common stock on the date of grant of the SAR.

The administrator of the SAR Plan will have the authority to, among other things, prescribe the terms and conditions of each SAR, including,

without limitation, the exercise price and vesting provisions, and to specify the provisions of the SAR Agreement relating to such grant.

Company did not grant any SAR’s during the nine months ended November 30, 2024 or November 30, 2023.

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

The SARs are revalued at each reporting date in accordance with ASC 718 “Compensation-Stock Compensation,” and

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

activity for the nine months ended November 30, 2024 and the year ended February 29, 2024 was as follows:

of Stock Appreciation Rights Activity

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

The 2020 SAR Plan provides for incentive awards that are only in the form

of stock appreciation rights payable in cash (“SARs”).

No shares of common stock are reserved or will be issued

pursuant to the 2020 SAR Plan.

SARs may be granted 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 (a “Share”)

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 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 administrator of the 2020 SAR Plan will have

the authority to, among other things, prescribe the terms and conditions of each SA R,

including, without limitation, the exercise price and vesting provisions, and to specify the provisions of the SAR Agreement relating

to such grant.

March 26, 2025, under the terms of the 2020 SAR Plan, all outstanding unvested SARs became immediately vested and exercisable upon the

change in control effected by the issuance of Contingent Shares pursuant to the Exchange Agreement entered into in connection with the

NextTrip Acquisition.

The Company did not grant any SARs during

the three months ended May 31, 2025 or May 31, 2024.

The Company recognizes compensation expense and

a corresponding liability for the fair value of the SARs over the vesting period for each SAR award.

The SARs are revalued at each reporting

date in accordance with ASC 718 “Compensation-Stock Compensation,” and any changes in fair value are reflected in the Statement

of Operations as of the applicable reporting date.

SARs activity for the three months ended May 31,

2025 and the year ended February 28, 2025 was as follows:

Schedule of Stock Option Activity

Contractual Life (Yrs.)

SARs outstanding at February 29, 2024

SARs assumed pursuant to reverse

Forfeited or cancelled

1 unchanged sentence

Forfeited or cancelled

SARs outstanding November 30, 2024

SARs expected to vest in the future as of November

SARs exercisable at November 30, 2024

SARs vested, exercisable, and SARs expected to vest

at November 30, 2024

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

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

At November 30, 2024, no SAR

had an exercise price below the $ 3.82 closing price of our common stock as reported on the Nasdaq Capital Market.

November 30, 2024, there was $ 1,565 of unrecognized stock-based compensation expense related to unvested SARs with a weighted average

remaining recognition period of 0.42 years.

activity for the nine months ended November 30, 2024 and the year ended February 29, 2024 was as follows:

of Warrant Activity

SARs outstanding May 31, 2025

SARs expected to vest in the future as of May 31, 2025

SARs exercisable at May 31, 2025

SARs vested, exercisable, and SARs expected to vest at May 31, 2025

The aggregate intrinsic value is calculated as

the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have

an exercise price below the market price of our common stock.

At May 31, 2025, no SARs had an exercise price below the $ 2.05 closing price

of our common stock as reported on The Nasdaq Capital Market.

At May 31, 2025, there was no unrecognized stock-based

compensation expense related to unvested SARs.

fair value of warrants issued during the three months ended May 31, 2025 was estimated using the Black-Scholes model with the

following assumptions.

There were no warrants issued for the three months ended May 31,

Schedule of Share Based Payments Award Stock Options Valuation Assumptions

Dividend yield

Risk-free interest rate

Expected volatility

156.4 %- 160.5

Expected life (in years)

Warrant activity for the three months ended May

31, 2025 and the year ended February 28, 2025 was as follows:

Schedule of Warranty Activity

Warrants outstanding at February 29, 2024

Warrants assumed

pursuant to reverse acquisition

Forfeited or cancelled

1 unchanged sentence

Forfeited or cancelled

Warrants outstanding at November 30, 2024

Warrants outstanding at May 31, 2025

12 - Subsequent Events

December 9, 2024, the Company and NextTrip Holdings, Inc.

(“NTH”), entered into a forbearance agreement (the “Forbearance

Agreement) related to the issuance of certain contingent shares (the “Contingent Shares”) of Company common stock issuable

upon NTH earning certain milestones as provided in that certain share exchange agreement (the “Share Exchange Agreement”)

entered into by and among the Company, NTH and NextTrip Group, LLC (“NTG”), the sole stockholder of NTH, and the NTH shareholder

representative, pursuant to which the Company acquired 100 % of NTH (the “Acquisition”) in exchange for shares of Company

common stock, (the “Exchange Shares”).

As a result, NTH became a wholly owned subsidiary of the Company as of December 29,

2023 (the “Closing Date”).

the closing of the Acquisition, the members of NTG were issued a number of Exchange Shares equal to 19.99 % of the Company’s issued

and outstanding shares of common stock immediately prior to the Closing Date.

Under the Share Exchange Agreement, the NTG Sellers are

also entitled to receive additional Contingent Shares, subject to NTH’s achievement of future business milestones specified in

the Share Exchange Agreement.

to the Share Exchange Agreement, whether a Milestone Event is met and the Contingent Shares are issuable is to be determined by the Company

and NTH on a mutually agreeable date (each a “Milestone Payment Determination Date”) no later than thirty (30) days following

notice by NTH to the Company that such Milestone Event has been met.

If Contingent Shares are determined to be issuable, the Company

is required to issue additional Contingent Shares within 60 days following each Milestone Payment Determination Date.

date, no Contingent Shares have been issued.

NTH believes, and the Company does not dispute, that 3 of the 4 milestones have been met

as of the date hereof but that, as a result of delays with the Company’s Form S-1 registration statement and the Company’s

pending initial listing application with Nasdaq (the “Regulatory Delays”), NTH has not sent formal notice to the Company

because doing so without the approval of Nasdaq’s initial listing application could trigger a delisting and suspension of trading

of the Company’s common stock on Nasdaq.

to the indefinite delays caused by regulatory matters and NTH desire to receive the Contingent Shares earned to date, NTH has expressed

an intent to the Company to deliver formal notice that such Milestone Events have been met.

However, due to the fact that such issuance

could trigger consequences to all Parties involved, NTH and the Company have negotiated a Forbearance Agreement, whereby NTH agrees to

forbear from issuing the Milestone Payment Determination Date notice until January 31, 2025 or earlier in the event of a default (the

“Forbearance Expiration Date”) in exchange for an agreement by the Company that, if such Nasdaq initial listing application

is not approved by such date that, (i) all such earned Contingent Shares will be issued withing five (5) business days of the Forbearance

Expiration Date and (ii) all such board appointment rights will be exercised and such members will be approved within five (5) business

days of the Forbearance Expiration Date.

Party Promissory Notes

December 1, 2024 and January 10, 2025, additional net related party advances under promissory notes totaled $ 16,667 ,

and as of January 10, 2025, the aggregate outstanding principal balance of related party promissory notes was $ 1,174,131 , after giving

effect to repayments of $ 62,940

and the conversion of $ 1,750,000

to Series L Preferred Shares (as defined below).

September 13, 2024, the Company’s board of directors approved the conversion of up to 100 % of the outstanding principal balance

of the promissory notes held by Messrs.

Kerby and Monaco into shares of a series of non-redeemable convertible preferred stock preferred

stock yet to be designated.

Kerby and Monaco had initially agreed to convert $ 1,500,000 of their then total outstanding principal

balance of $ 2,666,790 into the new series of convertible preferred stock, and, at their discretion, may convert up to the remaining principal

balance, or any portion thereof, into additional shares of such convertible preferred stock at a future date.

On December 26, 2024, Messrs.

Kerby and Monaco agreed to increase their conversion to $ 1,750,000 , or 61 % of their November 30, 2024 outstanding principal balance of

$ 2,879,624 .

December 31, 2024, the Company entered into debt conversion agreements (the “Related Party 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 newly designated Series L Nonvoting Convertible Preferred

Stock of the Company (the “Series L Preferred”), (the “Series L Offering”) at a purchase price of $ 3.02 per share.

Series L Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the

Company obtains stockholder approval to remove the Exchange Cap, subject to beneficial ownership limitations.

2024 Alumni Capital LLC Promissory Note Repayment

December 19, 2024, pursuant to the terms of the Alumni Capital LLC short-term promissory note, the Company repaid the entire amount of

the outstanding principal, including the discount, plus accrued interest thereon.

2024 Series J Preferred Stock Offering

December 31, 2024, the Company entered into a securities purchase agreement (the “Series J Purchase Agreement”) with certain

accredited investors (the “Purchasers”), pursuant to which the Company issued and sold an aggregate of 297,788 restricted

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

“Series J Offering”) at a purchase price of $ 3.02 per share.

Series J Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the

Company obtains stockholder approval to remove the Exchange Cap

2024 Promissory Note and Warrant

December 3, 2024, the Company sold a short-term promissory note to an existing note holder for total consideration of $ 100,000 .

has an original issue discount of $ 15,000 .

The note is payable in full on May 29, 2025 , and may be prepaid by the Company at any time

without penalty.

In the event of default, the entire unpaid balance is immediately due and payable.

In connection with the sale of the

note, the Company issued a warrant to the investor to purchase up to 40,000 shares of common stock with an exercise price of $ 3.25 .

warrant has a three-year term and expires on December 3, 2027.

2024 Series K Preferred Stock, Warrant and Unsecured Promissory Note Offering

December 31, 2024, the Company entered into a series of agreements whereby an investor agreed to loan the Company up to $ 1,000,000 against

an unsecured promissory note (the “$1M Note”).

The $1M Note is payable in full on the earlier date of one (1) year from issuance

or the date the Company completes a financing of $ 5 million or greater, is unsecured and has no prepayment penalty.

connection with the $1M Note, the investor received fifteen percent (15%) guaranteed prepaid interest issued in the form of Series K

Nonvoting Convertible Preferred Stock of the Company (the “Series K Preferred Stock”) as well as 100% warrant coverage, as

(1) a warrant exercisable in cash to purchase up to 500,000 shares of Common Stock (the “Cash Warrant”) and (2)

a cashless warrant (the “Cashless Warrant”) to purchase up to 500,000 shares of Common Stock, each at an exercise price of

$4.00 per share for a period of three years which is exercisable six (6) months from the issuance date.

Concurrently,

on December 31, 2024, the Company entered into a series of agreements whereby additional investors agreed to loan the Company $ 220,000

against an unsecured promissory note (the “$220k Note”).

The $220k Note has a maturity date of one (1) year from the date

thereof, is unsecured and has no prepayment penalty.

connection with the $220k Note, the investors also received fifteen percent ( 15 %) guaranteed prepaid interest issued in the form of Series

K Preferred Stock as well as a warrant to purchase up to 220,000 shares of the Company’s common stock.

The warrant has an exercise

price of $ 4.00 per share and is exercisable for a period of three years, beginning on the issuance date.

If at the time of any exercise

of the warrant, there is no effective registration statement registering, or no current prospectus available for, the issuance or resale

of the shares by the investor, then such investor may elect to exercise up to 50 % of the warrant on a cashless basis.

In connection with

the $220k Note, the Company entered into a registration rights agreement with respect to the shares of Common Stock underlying the Series

K Preferred Stock and Half Cashless Warrant (the “Registration Rights Agreement”).

Series K investor entered into a securities purchase agreement (the “Series K Purchase Agreement”) whereby an aggregate of

60,595 restricted shares of Series K Preferred, (the “Series K Offering”) at a purchase price of $ 3.02 per share.

Series K Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the

Company obtains stockholder approval to remove the Exchange Cap.

M Preferred Stock Offering and Debt Conversion

December 31, 2024, the Company entered into a securities purchase agreement (the “Series M Purchase Agreement,” and together

with the Series J Purchase Agreement and Series K Purchase Agreement, the “Purchase Agreements”) with certain accredited

investors (the “Purchasers”), pursuant to which the Company may issue and sell up to $ 500,000 of restricted shares of newly

designated Series M Nonvoting Convertible Preferred Stock of the Company (the “Series M Preferred”), (the “Series M

Offering,” and together with the Series J Offering, Series K Offering and Series L Offering, the “Offerings”) at a

purchase price of $ 3.02 per share.

addition, as part of the Series M Offering, on December 31, 2024, the Company entered into a debt conversion agreement (the “Debt

Conversion Agreement,” and together with the Related Party Debt Conversion Agreements, the “Debt Conversion Agreements”)

with an existing lender whereby the lender and the Company agreed to convert $ 350,000 in existing unsecured promissory notes plus $ 52,500

in guaranteed prepaid interest owed to the lender for monies advanced to the Company into Series M Preferred.

Series M Preferred shall be convertible into the Company’s Common Stock on such date that the Company obtains stockholder approval

to remove the Exchange Cap.

Company’s management has evaluated subsequent events after the balance sheet dated as of May 31, 2025 through July 15, 2025, the

date of this report.

July 1, 2025, pursuant to the terms of the Alumni Note, the Company repaid the entire amount of the outstanding principal, including

the discount, plus accrued interest thereon.

As a result of such repayment, the Alumni Note terminated and the Company has no further

obligations under the Alumni Note.

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

What changed 10-Q

Item 1. Financial Statements