What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-15 compared with 2025-01-14 · 799 added, 693 removed, 8 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-looking

Quarterly Report contains “Forward-Looking Statements.” All statements other than statements of historical fact are “Forward-Looking

Statements” including but not limited to, statements regarding our expectations about development and commercialization of our

technology, any projections of revenues or statements regarding our anticipated revenues or other financial items, any statements of

the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements

regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing.

All Forward-Looking

Statements included in this Quarterly Report are made as of the date hereof and are based on information available to us as of such date.

We assume no obligation to update any Forward-Looking Statement.

In some cases, Forward-Looking Statements can be identified by the use

of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,”

“intends,” “believes,” “estimates,” “potential,” or “continue,” or the negative

thereof or other comparable terminology.

Although we believe that the expectations reflected in the Forward-Looking Statements contained

herein are reasonable, there can be no assurance that such expectations or any of the Forward-Looking Statements will prove to be correct,

and actual results could differ materially from those projected or assumed in the Forward-Looking Statements.

Future financial condition

and results of operations, as well as any Forward-Looking Statements are subject to inherent risks and uncertainties, including factors

referred to in our press releases and reports filed with the Securities and Exchange Commission (“SEC”).

All subsequent Forward-Looking

Statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary

Additional factors that may have a direct bearing on our operating results are described under the caption “Risk Factors”

in our Annual Report on Form 10-K for the year ended February 29, 2024 and elsewhere in this Quarterly Report.

The Company was initially incorporated as Messidor Limited in Nevada

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

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-looking statements

This Quarterly Report on Form 10-Q for

the quarter ended May 31, 2025 (this “Quarterly Report”) contains “Forward-Looking Statements.” All

statements other than statements of historical fact are “Forward-Looking Statements” including but not limited to,

statements regarding our expectations about development and commercialization of our technology, any projections of revenues or

statements regarding our anticipated revenues or other financial items, any statements of the plans and objectives of management for

future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions

or performance, and any statements of assumptions underlying any of the foregoing.

All Forward-Looking Statements included in this

Quarterly Report are made as of the date hereof and are based on information available to us as of such date.

obligation to update any Forward-Looking Statement.

In some cases, Forward-Looking Statements can be identified by the use of

terminology such as “may,” “will,” “expects,” “plans,” “anticipates,”

“intends,” “believes,” “estimates,” “potential,” or “continue,” or the

negative thereof or other comparable terminology.

Although we believe that the expectations reflected in the Forward-Looking

Statements contained herein are reasonable, there can be no assurance that such expectations or any of the Forward-Looking

Statements will prove to be correct, and actual results could differ materially from those projected or assumed in the

Forward-Looking Statements.

Future financial condition and results of operations, as well as any Forward-Looking Statements are

subject to inherent risks and uncertainties, including factors referred to in our press releases and reports filed with the

Securities and Exchange Commission (the “SEC”).

All subsequent Forward-Looking Statements attributable to the Company or

persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

Additional factors that may

have a direct bearing on our operating results are described under the caption “Risk Factors” in our Annual Report on

Form 10-K for the year ended February 28, 2025 and elsewhere in this Quarterly Report.

Corporation Information

Sigma Additive Solutions, Inc.

the legal acquiror of NextTrip, 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.

On May 17, 2022, Sigma Labs, Inc.

began doing business as Sigma Additive Solutions, and on August 9, 2022, changed its name to Sigma

Additive Solutions, Inc.

March 11, 2024, Sigma filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended to date, 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”).

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

business as Sigma Additive Solutions, and on August 9, 2022, changed its name to Sigma Additive Solutions, Inc.

On March 11, 2024, Sigma filed a Certificate of

Amendment to its Amended and Restated Articles of Incorporation, as amended to date, 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.”

Our principal executive offices are located at

3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our telephone number is (954) 526-9688.

Our website address is www.nexttrip.com .

The Company’s annual reports, quarterly reports, current reports on Form 8-K and

amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), and other information related to the Company, are available, free of charge, on our website.

The Company’s

website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Quarterly

to the reverse acquisition transaction with the Company under that certain Share Exchange Agreement dated October 12, 2023, NextTrip

Holdings, Inc.

(“NTH”) was a wholly owned subsidiary of NextTrip Group, LLC (“NTG”), which in turn, was previously

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”), together the Agreements (“Agreements”), whereby NextPlay transferred their interest in the travel business

to NTG and its principals.

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 an intercompany payable due to NextPlay

of $17,295,873, representing cash advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had offsetting obligations

to provide ongoing support to NTG.

Such liability was settled by the issuance of the NTG 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 NTG recorded the payable

as contributed capital.

a result of the consummation of the Share Exchange Agreement by and between the Company, NTG, NTH and the NTH Representative, the 400,000

Preferred Units held by NextPlay in NTG were exchanged for up to 500,000 shares of common stock in the Company, as follows:

shares of Company common stock, or Closing Shares, were issued to NextPlay on December 29, 2023, and (ii) NextPlay has the right to receive

up to 486,999 Contingent Shares when and if the business milestones are achieved in the Share Exchange Agreement.

completed the reverse acquisition with the Company on December 29, 2023.

The Company previously traded on Nasdaq as SASI which has had

a name change to NextTrip, Inc.

and now trades as NTRP on Nasdaq.

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

all-inclusive travel packages.

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

Company owns 50% of Next Innovation LLC (Joint Venture) and this entity is in the process of a first structure plan.

No activities nor

operations occurred in 2024 or 2023 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 the Company’s 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

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 under ASC 805 as described in NOTE 4– Goodwill.

Accounting Policies and Estimates

preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”)

requires management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying

financial statements.

Critical accounting policies are those that require the most subjective and complex judgments, often employing

the use of estimates about the effect of matters that are inherently uncertain.

By their nature, changes in these assumptions and estimates

could significantly affect our financial position or results of operations.

Significant accounting estimates that may materially change

in the near future are revenue recognition, impairment of long-lived assets, values of stock compensation awards and stock equivalents

granted as offering costs, and allowance for bad debts and inventory obsolescence.

Such critical accounting policies, including the assumptions

and judgments underlying them, are disclosed in Note 1 of the Notes to Financial Statements included in this Quarterly Report.

we do not believe that there are any alternative methods of accounting for our operations that would have a material effect on our financial

critical accounting policies and estimates addressed below reflect our most significant judgements and estimates used in the preparation

of our financial statements.

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

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

obligation and recognizing revenue when the performance obligation is satisfied.

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 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).

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).

Note Receivable

is in default under the terms of its promissory note to NextTrip, and as a result, an allowance for doubtful accounts of $1,567,665 was

established as of February 29, 2024 as collectability of the entire receivable is uncertain.

During the 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

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

(“NextTrip,” “we,” or “our”) is an early-stage, technology-driven travel company building next-generation

solutions to power the travel industry.

With a suite of brands, including NextTrip Vacations, Travel Magazine, and Compass.TV, we aim

to inspire and empower travel while curating personalized experiences for both leisure and business travelers.

Our proprietary NXT2.0

booking engine offers extensive inventory, supporting both travelers and distributors with a platform for efficient trip planning and

mission is to lead the travel industry forward by combining the digital innovation offered in Compass.TV and Travel Magazine with tailored

travel services and booking capabilities of NextTrip.

This fully integrated platform not only services traditional vacationers travel

needs, but also provides users with a solution for more complex travel needs such as conferences, conventions and destination weddings

through our groups widget, an under-served and emerging markets.

Our growth will leverage interactive technology, immersive media, and

our travel expertise to deliver impactful and personalized travel solutions.

and Ecosystem

strategy focuses on integrating its Media and Travel divisions, offering users a comprehensive ecosystem designed to guide and support

them throughout the travel experience.

Presently, NextTrip generates revenue through two core methods:

travel bookings and advertising

bookings currently generate the majority of the Company’s revenues.

This includes the sale of travel products such as airline tickets

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

In the future the Company plans to supplement

its travel offerings by including travel technology products such as its Travel Agent and Business Travel platforms.

The Company is in

early-stage development but has been able to capitalize on former technology and relationships from its Bookit.com booking engine acquisition.

This acquisition allowed the Company to reach out to past contracts and negotiate new travel product supplier agreements.

Company’s initial focus was to negotiate direct connectivity and fixed base pricing contracts allowing it to set its own pricing

and margins for the leisure and vacation travel products.

This flexibility affords the company the opportunity to run specials on travel

offerings that are highly competitive, but will require additional funding to support comprehensive marketing and awareness campaigns

to attract new customers.

Until this happens, the Company is working to target customers with low dollar marketing campaigns in the leisure

travel spaces, as well as pursuing strategic partnerships and specialized travel offerings (i.e.

Groups), while maintaining competitiveness

within its marketplace through adjustment of pricing.

supplement the supply of inventory, the Company has also negotiated contracts and enacted API links with Expedia and other established

suppliers to provide significant additional content and product into our booking engine.

The Expedia contract along with other contracted

groups has significantly increased our product offerings, allowing us to cover other parts of the world, adding hotel properties, as

well as resorts, vacation rental homes and bed and breakfast accommodations.

Through these API connections, we can gain access to roughly

3 million accommodation properties worldwide.

By integrating the products into our booking engine, the Company has the ability to adjust

pricing by reducing its margins.

While sales of these supplemental products through the NXT 2.0 booking engine carry lower margins versus

directly contracted products, they greatly increase the NextTrip global offerings.

This expanded product offering will also help support

the growth of specialty travel services like NextTrip’s Groups Bookings (i.e.

destination weddings, conferences and conventions)

and Business Travel platforms.

These types of programs require both unique technology and concierge support and services, thus falling

outside of the typical online travel agency (“OTA”) business model.

However, this expanded supply of travel products from

large OTA’s to support our platforms becomes one of mutual benefit to both parties.

factors that affect revenues and profitability beyond access to inventory include competitive market pressures from other travel suppliers

and distributors, as well as the funding needed to enact a large enough marketing budget to create awareness.

To help minimize this significant

marketing budget, the company is building its own ecosystem through Compass.TV and Travel Magazine.

These media platforms are designed

to allow users to explore and educate themselves on future travel.

As the number of viewers/users grows, it not only determines the advertising

rates the company can charge others to promote their travel products and services to our audience, but it should also provide additional

opportunities for NextTrip to promote its own travel offerings to highly targeted viewers, thus lessening the need for spending significant

marketing dollars through other mediums to attract consumers.

drive its advertising initiatives on Compass.TV, the Company has entered into a partnership with Leap Media Group, a respected leader

with over 35 years in TV advertising, media planning and buying.

Compass.TV is now equipped to deliver branded entertainment content

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

quality content to travel enthusiasts.

Though each division can independently drive revenue through its respective channel, we have created

additional value by bringing the divisions together to create an engaging consumer-focused ecosystem.

Today, we have created opportunities

to seamlessly move customers from one portion of the ecosystem to the next, with the ultimate goal of influencing a travel purchase decision.

As we move into the future, NextTrip will add additional revenue streams including more diversified exclusive product from around the

world, niche travel segments, technology licensing and enhanced media advertising opportunities.

Organizational

Travel Business with Monaker Group

travel business began as the primary business of NextPlay Technologies, Inc.

(formerly Monaker Group, Inc.) until June 2020, when Monaker

acquired HotPlay Enterprise Limited, shifting its focus to digital entertainment.

Prior to this, Monaker’s core business was travel,

primarily offering vacation rentals and Alternative Lodging Rentals (ALRs) through its booking platform.

To support its travel services,

Monaker also launched TravelMagazine.com, providing travel content for destination research.

In January 2023, NextPlay spun off the NextTrip

business, returning it to its founders to focus exclusively on travel.

This resulted in NextTrip Group, LLC (“NTG”) operating

the NextTrip travel business which was held in its wholly-owned subsidiary NextTrip Holdings, Inc.

of COVID and Technology Shift

COVID-19 pandemic severely impacted travel, leading to widespread travel restrictions, border closures, and a steep decline in bookings.

With travel operations halted, NTH concentrated on technology development, enhancing NTH’s booking engines, and expanding NTH’s

online media platform, TravelMagazine.com, to help travelers research future trips.

NTH also developed new features, including a platform

for packaged vacations, wellness programs, and business travel management.

of Bookit.com Asset

separating from NextPlay, NTH acquired the technology assets of Bookit.com in June 2022 to strengthen our NXT2.0 booking platform.

the pandemic, Bookit.com was a popular online travel platform, generating over $400 million in sales, but ceased to operate during the

Through this acquisition, NTH not only gained a proven booking technology but also a database of millions of opt-in users,

key staff and relationships with hotel groups anxious to reopen this distribution channel.

2022 and the acquisition of the Bookit.com assets, NTH has been focused on the integration of Bookit.com into the NXT2.0 technology platform,

which serves as a base for current and future technology projects as well as proprietary system enhancements.

Bookit.com had negotiated

contracts and created API’s linking it to approximately 250 travel related companies, based on NTH’s diligence in connection

with such Bookit.com acquisition.

The travel product offerings included conglomerate travel suppliers such as Expedia as well as uniquely

contracted rates with airlines, hotel chains, car rental companies, cruise lines, tour operators and travel marketing companies.

contracts were terminated upon the closure of Bookit.com;

however, NextTrip was afforded access to the previously developed API’s

that gave Bookit access to these significant travel products.

The Company has begun the process of contacting these former suppliers

in an effort to re-engage with them, and re-negotiate new contracts which were previously in place with Bookit.com.

The reactivation

of some of these contracts will both increase the Company’s travel product offerings and improve the current pricing, thereby increasing

revenues through commissions on sales of product offerings.

To-date, through its negotiations, the Company has strategically reactivated

12-15 of these contracts for Phase 1 of its product launch, ensuring top-tier rates and options in premier destinations in Mexico and

the Caribbean.

NextTrip has also secured a contract with Expedia which represents unique product inventory of more than 3 million lodging,

air and tour product suppliers at exceptional rates to over 2,100 destinations in 200+ countries worldwide, based on information from

Additionally, the Company continues efforts to establish partnerships with additional hotel, air, cruise and excursion suppliers.

which is the “supply” or “product” side of the NXT2.0 booking platform.

this strategic offering, we will focus on key areas of opportunity in the travel sector and drive enhanced booking conversion rates.

Our proprietary technology, when combined with media, product offerings and customer service, provides a unique lane to serve mid- to

luxury travelers.

strategy positions us to capitalize on key opportunities within the travel industry, combining proprietary technology with media, service

offerings, and exceptional customer support to cater to mid- to luxury-level travelers.

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

The Company’s annual reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant

to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other information related

to the Company, are available, free of charge, on our website.

The Company’s website and the information contained therein, or connected

thereto, are not and are not intended to be incorporated into this Quarterly Report.

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.

No activities nor operations occurred through Next Innovation in fiscal years

2024 or 2025 for this entity, and the Company does not have control of Next Innovation and therefore no minority interest was recorded.

Reverse Acquisition

On October 12, 2023, the Company (then known as Sigma)

entered into a Share Exchange Agreement (the “Exchange Agreement”) with NextTrip Holdings, Inc.

NextTrip Group, LLC (“NTG”), and William Kerby (the “NTH Representative”), pursuant to which the Company acquired

NTH (the “NextTrip Acquisition”) in exchange for shares of our common stock, which we refer to as the Exchange Shares.

NextTrip Acquisition was consummated on December 29, 2023.

As a result, NTH became a wholly owned subsidiary of the Company.

Upon the closing of the NextTrip Acquisition,

the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number of Exchange Shares equal to 19.99%, or 156,007

shares, of our issued and outstanding shares of common stock immediately prior to the closing.

Under the Exchange Agreement, the

NTG Sellers were entitled to receive additional shares of our common stock, referred to as the Contingent Shares, subject to NTH’s

achievement of future business milestones (the “Milestone Events”) specified in the Exchange Agreement as follows:

Milestone Event

Contingent Shares

Status as of the date of this Prospectus

Launch of NTH’s leisure travel booking platform by either (i) achieving $1,000,000 in cumulative sales under its historical “phase 1” business, or (ii) commencement of its marketing program under its enhanced “phase 2” business.

As of a date six months after the closing date

1,450,000 Contingent Shares

Marketing program under “phase 2” has commenced.

Launch of NTH’s group travel booking platform and signing of at least five (5) entities to use the Groups Platform.

As of a date nine months from the closing date (or earlier date six months after the closing date)

1,450,000 Contingent Shares

Five groups have been contracted to use the Groups Platform.

Launch of NTH’s Travel Agent Platform and signing up of at least 100 travel agents to the platform (which calculation includes individual agents of an agency that signs up on behalf of multiple agents).

As of a date 12 months from the closing date (or earlier date six months after the closing date)

1,450,000 Contingent Shares

The company has signed up more than 175 travel agents to its Travel Agent Platform.

Commercial launch of PayDlay technology in the NXT2.0 system.

As of a date 15 months after the closing date (or earlier date six months after the closing date)

1,650,000 Contingent Shares, less the Exchange Shares issued at the closing of the Acquisition

PayDlay has been commercially launched.

Alternatively, independent of the aforementioned

milestones, for each month during the fifteen month period following the closing date in which $1,000,000 or more in gross travel bookings

were generated by the combined company, to the extent not previously issued, the Contingent Shares would be issuable up to the maximum

Contingent Shares issuable under the Exchange Agreement.

The Contingent Shares, together with the shares

of our common stock issued at the closing, was not to exceed 6,000,000 shares of our

common stock, or approximately 90.2% of our issued and outstanding shares of common stock immediately prior to closing.

Exchange Agreement provided that William Kerby, the Chief Executive Officer and co-founder of NTH, was appointed as Chief Executive Officer

of the Company and Donald P.

Monaco was appointed as a director of the Company as of the closing of the NextTrip Acquisition.

Additionally,

pursuant to the Exchange Agreement, the NTH Representative (Mr.

Kerby) shall be entitled to designate a replacement for one additional

director of the Company upon achievement of each of the milestones under the Exchange Agreement (the “Board Appointment Rights”).

connection with the NextTrip Acquisition, the Company and Nasdaq determined that the issuance of Contingent Shares upon achievement of

any one of the Milestone Events would result in a change in control of the Company under Nasdaq Listing Rule 5635(a).

Pursuant to Nasdaq

Listing Rule 5110(a), the Company was required to submit an initial listing application with Nasdaq and to obtain Nasdaq ap proval

of the initial listing application prior to the issuance of the Contingent Shares;

failure to obtain such approval in advance of the

Contingent Share issuance would have resulted in Nasdaq issuing the Company a delisting determination and commencing delisting proceedings

with respect to its common stock.

Pursuant to Section 2.3(b)(vi) of the Exchange

Agreement, whether a Milestone Event is met and the Contingent Shares are issuable under Section 2.3 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.

Letter of Intent to Acquire Luxury Travel Company Five Star Alliance

November 5, 2024, we announced that we had signed a non-binding Letter of Intent (LOI) to acquire Five Star Alliance, an online

luxury travel agency founded in 2004 and renowned for its curated collection of five-star luxury hotels and resorts worldwide.

Alliance specializes in helping travelers discover and book the world’s top luxury hotels, offering personalized recommendations,

competitive rates, and is known for world-class customer service.

With a proprietary search engine that secures the best rates for thousands

of 5-star hotels globally, the company also handles group travel bookings and high-end cruises.

and due diligence with Five Star Alliance are ongoing and while the transaction is progressing;

however, the parties have not yet agreed

on definitive terms and it is uncertain as to whether such agreement will occur.

of Compass.TV

October 1, 2024, we announced the launch of our owned and operated Compass.TV travel discovery channel and app.

The platform initially

features over a thousand hours of travel video content designed to seamlessly convert into commerce opportunities, allowing viewers to

book vacations directly through the channel using the NextTrip Booking Engine.

In partnership with Dooya Media Group, the Company intends

to expand Compass.TV’s offerings by collaborating with influencers who have millions of travel-focused followers, creating a unique

and comprehensive travel hub.

platform showcases authentic experiences through popular social media influencers, appealing to viewers who prefer real, relatable content

over polished productions.

With influencer-promoted, destination-focused content, the Company believes that Compass.TV will serve as

a premier travel discovery tool, inspiring viewers to plan their next adventure.

Its Content Creator Program incentivizes influencers

with a competitive revenue-sharing model, while integrating content-to-commerce funnels with targeted ads and affiliate travel offers.

As part of the NextTrip ecosystem, Compass.TV works in tandem with NextTrip’s website, tools, and exclusive deals to drive bookings

and set a new standard for advertiser engagement with a dynamic, travel-driven audience.

of Group Booking Technology Platform

July 30, 2024, we announced the launch of a new Group Booking Platform (“Platform”), a proprietary technology for its direct-to-consumer

travel booking website offering travelers and facilitators a flexible and versatile solution for group travel.

Platform streamlines front-end booking flow for customers, empowering each traveler to book their own travel while still remaining part

This versatility allows travelers to book travel when it is most convenient for them.

For group leaders, our Platform reduces

the workload by eliminating the need to follow up with travelers for details such as travel dates, flight information and room category.

Guests can also easily include pre- and post-stays and book activities.

Access to the Platform can be sent in email invitations and implemented

on a variety of sites, such as conference and other customized websites.

Future versions will include additional destination flexibility,

customization, and white label capabilities.

of FlexPay Travel Payment Options

July 11, 2024, we announced the launch of FlexPay, a proprietary technology for our direct-to-consumer travel booking website giving

customers new flexible payment options and exclusive deals.

is a flexible form of short-term financing that allows customers to pay for accommodations over time through interest-free installments.

FlexPay differentiates itself from other travel booking sites with flexible payment and deposit options, exclusive deals, and does not

run credit checks or charge interest.

Offered as a payment option at checkout, travelers can now book their vacation for as little as

$1.00 down at eligible properties.

December 2023, we completed the Acquisition, which resulted in NextTrip becoming a wholly-owned subsidiary of a public company and the

principal business of the Company moving forward.

To align the new business with NextTrip’s travel-focused business model, the

Company recently changed its name to “NextTrip, Inc.”

of Operations

Months Ended November 30, 2024 and November 30, 2023

the three months ended November 30, 2024, we recognized revenue of $74,635, as compared to $205,789 in the same period in 2023, a decrease

of $131,154, or 64%.

The decrease was primarily due to reduced online marketing efforts, driven by limited funding, compared to the Black

Friday campaign executed in the previous year, which significantly boosted visibility to our website.

Company’s initial focus was to negotiate direct connectivity and fixed base pricing contracts allowing it to set its own pricing

This flexibility affords the company the opportunity to both run specials that are highly competitive or simply adjust pricing

If Contingent Shares are determined to be issuable under this Section,

the Company is required to issue such additional Contingent Shares within 60 days following each Milestone Payment Determination Date.

As of December 9, 2024, no Contingent Shares had

been issued despite neither party disputing that, at such time, three of the four milestones had been met.

This was 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”) pursuant to Nasdaq Listing Rule 5110(a).

NTH had not sent formal notice to the Company at such time but expressed an intent

to do so in the near future.

As a result, on December 9, 2024, the

Company and NTH entered into that certain Forbearance Agreement, whereby NTH agreed 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 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 the director designees will be approved within five (5) business days

of the Forbearance Expiration Date.

On January 31, 2025, the Nasdaq initial listing application was not yet approved and the parties

entered into Amendment No.

1 to Forbearance Agreement to extend the Forbearance Expiration Date to March 31, 2025.

On March 25, 2025, the Company received a letter

from Nasdaq notifying the Company that it had approved the Company’s initial listing application in connection with the issuance

of the Contingent Shares.

On March 26, 2025, the Company issued the NTG Sellers an aggregate of 4,393,993 of the Contingent Shares in

satisfaction of the Company’s obligations under the Exchange Agreement.

As a result of Nasdaq’s approval of our initial

listing application, the issuance of the Contingent Shares was completed in compliance with Nasdaq Listing Rule 5110(a) and the Company’s

shares of common stock continue to trade on the Nasdaq Capital Market under the symbol “NTRP.”

On May 5, 2025, as a result of the achievement

of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were issue d to the

No additional shares are issuable pursuant to the Exchange Agreement as of the date of this Quarterly Report.

In July 2025, Mr.

Kerby, in his capacity as the NTH Representative, informed the Company of his election to exercise the Board Appointment Rights

pursuant to the Exchange Agreement and designated Stephen Kircher, Jimmy Byrd, Carmen Diges and David Jiang (collectively, the “NTH

Appointees”) as the individuals to replace the continuing legacy Sigma directors.

On July 14, 2025, the Company’s Board of

Directors appointed the NTH Appointees as directors of the Company, in each case effective July 28, 2025, at which time Salvatore

Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers will resign as directors of the Company.

Stephen Kircher shall serve as a Class I director, with his initial term

expiring at the Company’s 2028 Annual Meeting of Stockholders;

Jimmy Byrd shall serve as a Class II director, with his initial term

expiring at the Company’s 2026 Annual Meeting of Stockholders;

Diges and Mr.

Jiang shall each serve as a Class III director,

with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders.

Each of NTH Appointees will serve as a director

for the balance of their respective initial terms, and until his or her successor is elected and qualified, subject to his or her earlier

death, resignation or removal.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions

that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements.

Critical accounting policies

are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that

are inherently uncertain.

By their nature, changes in these assumptions and estimates could significantly affect our financial position

or results of operations.

Significant accounting estimates that may materially change in the near future are revenue recognition, impairment

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

and inventory obsolescence.

Such critical accounting policies, including the assumptions and judgments underlying them, are disclosed

in Note 1 of the Notes to Financial Statements included in this Quarterly Report.

However, we do not believe that there are any alternative

methods of accounting for our operations that would have a material effect on our financial statements.

The critical accounting policies and estimates

addressed below reflect our most significant judgements and estimates used in the preparation of our financial statements.

Revenue Recognition – The Company

recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations

in the contracts, determining transactions price, allocating transaction price to the performance obligation and recognizing revenue when

the performance obligation is satisfied.

The Company recognizes revenue when the customer

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

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

Revenue for customer travel

packages purchased directly from the Company 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 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.

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).

Investments in Equity Securities without Readily

Determinable Fair Value

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

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

value is not readily determinable.

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

The carrying amount is

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

These investments

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

For investments in non-public entities where fair

value is not determinable, the Company does not adjust the carrying value for changes in fair value, except for impairment losses.

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

Promissory Note Receivable

Pursuant to the terms of the Promissory Note

(the “NextPlay Note”) between NTH and NextPlay Technologies, Inc.

(“NextPlay”), the NextPlay Note was due and payable in full on the earlier of

September 1, 2023 or the date the Company completed a financing of $10 million or more.

No payments have been made by NextPlay, and

as such NextPlay is in default under the terms of the NextPlay Note.

On January 27, 2025, as creditors of NextPlay,

Monaco, the Company’s Chairman, William Kerby, the Company’s Chief Executive Officer, and Ian Sharpe, the Chief

Operating Officer of the Company’s Media division, filed a petition to force NextPlay into involuntary bankruptcy as a result of

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

As a result, management has

determined that the collectability of the NextPlay Note is uncertain and has therefore established an allowance for doubtful accounts

for the entire balance of $2,567,665.

Business Overview

NextTrip is an early-stage,

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

business travelers to the world.

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

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

trip planning and booking.

We market our travel services through several core brands including NextTrip Vacations

(direct-to-consumer leisure travel), Five Star Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized

corporate travel) and differentiate our platform through specialty features, including specialized widgets for groups (the

“Groups Platform”) and travel agents (the “Travel Agent Platform”), as well as PayDlay, a delayed payment

booking option.

Complementing our booking engine are our media properties, including Journy.tv, Compass.tv and Travel Magazine,

which provide destination content that we believe will drive high-intention traffic into our booking funnel and, over time,

constitute a separate high-margin advertising revenue stream.

By integrating our media properties with our travel

booking platform, our ambition is to build a next-generation travel solution for consumers, allowing them to better research and explore

desired travel destinations.

To accomplish this, we will be using content from ours and others’ media platforms featuring travel

videos, blogs and articles along with access to curated travel products from our strategic partnerships, all supported by our technology

and call center agents.

Upon full integration of our travel and media platforms, we believe our offers will both inspire and empower consumers

to make informed choices when booking.

This contrasts with the existing online travel agency (“OTA”) model that focuses on

volume bookings with little to no service support.

NXT2.0 – Our Integrated Travel Booking

At the core of our business is our proprietary,

direct-to-consumer NXT2.0 travel booking engine, which has been continually enhanced and developed through a series of acquisitions of

a variety of media and travel assets.

NXT2.0 powers several websites, including our main leisure site, nexttrip.com, and fivestaralliance.com,

our widgets for The Groups and Travel Agent Platforms, as well as providing travel booking solutions for our media hubs, Journy.tv, travelmagazine.com

and Compass.tv.

We serve both leisure and business travelers by offering them access to travel blogs, videos and concierge assistance

to aid in planning travel, coupled with our proprietary booking platform for the direct purchase of flights, hotels, vacation homes, cruise,

tours, and other travel products.

Our content includes destination guides, maps and travel tips, designed to help travelers plan memorable

trips and book those trips on our travel platform.

Travel Products and Services

As with many OTAs or booking engines in the

travel industry, a travel booking platform is the technological foundation of our business.

Our travel-product strategy relies on

the NXT2.0 booking engine, whose commercial viability depends on a mix of higher-margin direct contracts and lower-margin,

third-party application program interface (“API”) inventory which broadens the platform’s reach.

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

optimization;

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

initiatives have concentrated on hotel and vacation suppliers, including the April 3, 2025 agreement under which NextTrip became the

exclusive booking engine for Intimate Hotels of Barbados, a consortium of more than 35 independent properties.

This flexibility affords us the opportunity to

run specials on travel offerings that are highly competitive, but we will require additional funding to support comprehensive marketing

and awareness campaigns to attract new customers.

Until this happens, we are working to target customers with low dollar marketing campaigns

in the leisure travel space, as well as pursuing strategic partnerships and specialized travel offerings (e.g.

Groups Platform), while

maintaining competitiveness within our marketplace through adjustment of pricing.

To supplement and scale our proprietary

content, we have layered in third-party inventory through API integrations, thereby furnishing users with comprehensive, one-stop

access to more than four million hotels, vacation rentals, cruises, and activity products worldwide.

This phase commenced with the

acquisition of BookIt.com and associated access to Expedia’s global hotel database and has since expanded to encompass

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

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

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

helps enhance NextTrip’s technology-driven platform.

Collectively, these integrations are intended to provide the inventory

depth necessary to activate NextTrip’s specialty features, facilitate cross-selling, and establish a scalable foundation for

future direct-contract growth.

See “ Recent Developments – Acquisition of Five Star Alliance ” for more

details on the transaction.

Our offerings include a mixture of

direct contracts and third-party API content which span leisure and business travel, alternative lodging, wellness travel, and media solutions,

engaging customers throughout their travel journey with both individual and packaged options.

Such product offering highlights include:

NextTrip Leisure – A robust booking engine providing customized vacation packages, flights, hotels, tours, wellness vacations, cruise and group travel options.

NextTrip Luxury & Business – Five Star Alliance provides access to over 5,000 luxury hotel properties worldwide featuring booking, expense reporting, concierge services, and 24/7 support.

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

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

NextTrip Solutions – A suite for product management and white-label solutions, including property management, vacation rentals, and a portal to support travel agents – the Travel Agent Platform.

NextTrip Media – Travel Magazine, Journy.tv and Compass.tv offering travelers inspiration and information through articles, videos, and immersive digital experiences.

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

NXT2.0 Platform Features

Our NXT2.0 travel booking platform at nexttrip.com

offers tools for browsing and comparing flights, hotels, tours, cruises and activities.

Additionally, we allow travelers to defer payments

on select vacation packages with our proprietary PayDlay program.

PayDlay allows travelers to purchase travel with a small deposit and

make subsequent payments between purchase and the week before travel.

Registered NextTrip travelers can manage bookings, receive updates

on special offers, and subscribe to newsletters with travel tips and destination highlights.

Security is a priority, with rigorous content

screening and Payment Card Industry compliance to safeguard customer information.

The platform further distinguishes itself through exclusive

supplier partnerships that yield preferential rates, targeted promotions, and inventory advantages, while its robust architecture supports

complex group bookings—covering conferences, conventions, and destination weddings via a specialized Groups Platform—and equips

over 150 beta-testing professionals with a Travel Agent Platform that streamlines multi-passenger reservations.

As we execute our business model by increasing our inventory base and expanding

key partnerships, we plan to launch a series of additional features designed to benefit its users.

We intend to further integrate our

media features with our booking system, bringing together travel content and itinerary management in one interface.

The “My Journy”

personalized travel-planning magazine is intended to provide editorial features, destination information, and user-specific offers based

on analysis of past searches and bookings.

By including this content in the booking process, NXT2.0 aims to turn browsing into bookings

more efficiently and give suppliers better opportunities to promote their products.

We also plan to introduce a multi-level Rewards program

that gives benefits for repeat bookings, using different channels, and social interactions within the platform.

A planned group chat and

sharing feature will let families, friends, and corporate groups work together on itinerary changes in real time.

These developmental

features are designed to encourage customer loyalty and keep users engaged with NXT2.0.

An AI-powered travel assistant is in development

which is intended to provide recommendations, price alerts and support, offering services usually found in premium travel agencies in

a digital format.

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

With new product options like cruises, wellness retreats, and extra experiences, NXT2.0 aims to attract more leisure and business travelers.

These updates are intended to boost user engagement, speed up bookings, and increase customer value, while giving NextTrip a competitive

edge through technology and personalized data.

NextTrip Integrated Media Solutions

In addition to the key features, robust inventory,

and focus on underserved market opportunities like groups and travel agent bookings, a key differentiator benefiting the growth and development

of our NXT2.0 booking engine is our media strategy which, when fully integrated with NXT2.0, is intended to offer a comprehensive travel

and media ecosystem designed to guide and support consumers throughout their travel experience from inspiration to booking, to travel

to sharing the journey on social media.

We leverage our media brands—TravelMagazine.com,

Compass.tv, and Journy.tv—as strategic tools to generate travel bookings by integrating content, marketing, and booking technology

as well as to generate advertising revenues for third-party content.

The strategy includes generating content marketing and inspiration,

integrating booking opportunities into that content and generating feedback from such advertising data to better target and identify travel

interests and intent, which is intended to lead to growing brand trust and authority and future partnerships and opportunities for sponsored

advertising content.

By combining engaging travel content with seamless

booking technology and targeted marketing, our media brands serve as both inspiration engines and direct booking channels.

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

the NXT2.0 platform and independent advertising revenue.

Key media brands and partnership include:

Travel Magazine – TravelMagazine.com is our media hub.

It is an online travel publication that provides articles, guides, tips, and inspiration for travelers.

Coming soon is “My Bucket List,” a platform where travelers can create and share personalized travel lists, supported by booking features and local insights.

Compass.tv and Journy.tv – Compass.tv was launched in Fall 2024, as an AVOD (Advertising-based Video on Demand) platform designed to provide streaming television content, often focusing on live and on-demand programming.

Compass.tv offers over 1,200 hours of travel content including key travel influencers with millions of followers.

In April 2025, we acquired Journy.tv, a Free Ad-Supported Streaming TV (“FAST”) Channel that specializes in travel, adventure, and culture-focused content.

Promethean – Promethean is our proprietary interactive video overlay platform which is intended to drive ad revenue and facilitate content-to-commerce integration.

Leap Media – In December 2024, we announced our collaboration with Leap Media Group, a respected leader with over 35 years in TV advertising, media planning and buying, to support the launch of advertising on Compass.tv by delivering branded entertainment content and advertising seamlessly across its platform.

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

(“Blue Fysh”) entered into a share exchange agreement creating minority ownership positions between the entities, as part of their mutual efforts to work together to expand each company’s business opportunities.

See “ Recent Developments – Blue Fysh Share Exchange ” for more details on the transaction.

The strategic partnership between NextTrip and

Blue Fysh is intended to focus on:

Expanded audience reach integrating NextTrip’s FAST Channel (Compass.tv), media platform (TravelMagazine.com), and travel products platform (NextTrip.com) with Blue Fysh’s expertise in digital OOH solutions throughout North America;

Increased advertising revenue by leveraging their combined media assets, to enhance their ability to broaden reach, deployment, and higher expected advertising fees, providing greater value to advertisers and stakeholders;

Enhanced sales efforts with NextTrip utilizing Blue Fysh’s strategic sales relationships to contribute advertising sales across NextTrip’s media platforms;

Increased Brand Awareness as a result of Blue Fysh’s media relationships and digital displays to help create flash marketing campaigns to raise awareness of NextTrip and highlight NextTrip’s travel products and services as well as its media properties, Compass.tv, Journy.tv and Travel Magazine.

Revenue Strategy and Development of an Integrated

Travel and Media Ecosystem

Our revenue strategy and business model focuses on integrating our Media

and Travel divisions, offering users a comprehensive ecosystem designed to guide and support them throughout the travel experience.

we generate revenue through two core methods:

travel bookings and advertising revenue.

Travel Bookings and Related Service s

NextTrip, like many OTAs and travel platforms,

can generate revenue through a variety of channels.

The specific mix depends on the continued development of our platform, execution of

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

Product sales are generally structured either:

(1) as a set commission

on the sale of a travel product whereby the supplier or wholesaler controls the pricing (as is the case with the majority of Five Star

Alliance products), or (2) through a direct, negotiated contract between product supplier and the Company (as is the case with the majority

of our products) which allows us to set our own retail pricing based upon market forces and a need to maintain a markup above its fixed

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

The flexibility of directly negotiated contracts

affords us the opportunity to both run specials that are highly competitive but result in low margins, or to simply adjust pricing

to maintain competitiveness within its market.

To supplement the supply of inventory, the Company has also negotiated contracts and enacted

API links with Expedia and other established suppliers to provide significant additional content and product into our booking engine.

The Expedia contract significantly increased our product offering, allowing us to cover other parts of the world, adding hotel properties

worldwide, alternative lodging accommodations and Bed and Breakfast facilities resulting in roughly 3 million lodging accommodations.

By integrating the products into our booking engine, the Company has the ability to set its own pricing by reducing its margins.

sales of these supplemental products through the NXT 2.0 booking engine carry lower margins versus directly contracted products, they

greatly increase the NextTrip global offerings.

These products help support the growth of specialty travel services like NextTrip’s

Groups Bookings (i.e.

destination weddings, conferences and conventions) which require additional concierge support and services that

fall outside of typical online travel offerings.

cost of revenue for the three months ended November 30, 2024 was $76,751, as compared to $162,072 for the same period in 2023, a decrease

of $85,321, or 53%.

The decrease was primarily driven by lower sales resulting from reduced marketing efforts in the third quarter of

2024 as compared to the third quarter of 2023.

total operating expenses for the three months ended November 30, 2024 were $1,771,411, as compared to $1,274,820 for the same period

in 2023, an increase of $496,591, or 39%.

The increase was primarily attributable to the relaunch of the NXT 2.0 booking engine in March

of 2024, as well as the integration of Sigma Additive Solutions, and the transition to public company status.

and benefits costs were $690,524 for the three months ended November 30, 2024, as compared to $441,102 for the same period in 2023, an

increase of $249,422, or 57%.

The increase was comprised of an increase in salaries of $177,289 resulting from the conversion of booking

engine contractors to full-time employees, as well as the addition of new accounting and development staff.

an increase in taxes and

benefits of $48,831, and an increase in stock appreciation rights of $23,302.

compensation was $6,227 for the three months ended November 30, 2024, as compared to $0 for the same period in 2023, an increase of $6,227.

This increase was a result of the assumption of employee stock options in connection with the reverse acquisition of Sigma Additive Solutions

in December 2023.

incurred general and administrative costs of $31,533 during the three months ended November 30, 2024, as compared to $104,878 in the

same period in 2023, a decrease of $73,345, or 70%.

The decrease was primarily the result of a decrease in rent expense of $42,814, a

decrease in broker fees of $27,387, and a decrease in licenses and permits of $2,920.

incurred marketing costs of $30,529 during the three months ended November 30, 2024, as compared to $141,618 during the same period in

The decrease of $111,089, or 78%, was primarily due to a reduction of $113,004 in online marketing expenses during Black Friday,

compared to the previous year, resulting from limited available funds in the current year, and a reduction of Travel Magazine costs of

Partially offsetting the decrease, was an increase of $21,015 in contract labor for operations and product management, email

marketing and digital strategy, and hotel partner relations.

incurred technology costs of $227,845 during the three months ended November 30, 2024, as compared to $56,669 during the same period

The increase of $171,176, or 302%, was primarily attributable to an increase of $40,350 in dues and subscription services for

external travel services used in connection with our booking engine, a cloud database and software expenses to host the booking engine

of $28,837, an increase in information technology services of $6,989, and an increase of $95,000 due to a service contract with Dooya

Media Group as we prepare for the launch of Compass.TV

service fees incurred during the three months ended November 30, 2024 were $517,760, as compared to $244,128 incurred during the same

period in 2023, an increase of $273,632, or 112%.

This increase was a result of:

(a) an increase in investor relations expenses of $99,786

due to increased shareholder engagement initiatives;

(b) an increase in accounting fees of $19,238 for audit and related financial services;

(c) an increase in consultants contracted for services of $34,445 for management and administrative services related to the company’s

media initiatives, special projects including establishing travel related partnerships, and maintenance and bug fixes with the booking

(d) an increase in legal fees of $44,163 related to our proposed capital raise;

and (e) an increase in lending fees of $76,000

in connection with bridge loans.

Organizational

costs for the three months ended November 30, 2024 were $40,030, as compared to $0 for the same period in 2023, an increase of $40,030.

The increase resulted primarily from directors’ compensation, and shareholder services expenses including transfer agent fees,

and filing services.

and amortization expense for the three months ended November 30, 2024 was $148,803, as compared to $273,040 for the same period in 2023,

a decrease of $124,237, or 46%.

The decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible

assets as compared to the same period in 2023.

operating expenses were $78,160 for the three months ended November 30, 2024, as compared to $13,385 for the same period in 2023.

$64,775 increase was primarily due to an increase in insurance expense of $66,770 and an increase in filing fees of $5,000;

offset by a decrease in bank and merchant processing fees of $6,995.

the three months ended November 30, 2024, we realized net other expense of $236,302, as compared to net other expense of $77,159 in the

same period in 2023.

The increase in net other expense of $159,143 was primarily due to an increase interest expense and the amortization

of the debt discount associated with bridge loans obtained in the third quarter.

dividends for the three months ended November 30, 2024 were $10,688, as compared to $0 for the same period in 2023.

Key factors that affect revenues and profitability include competitive market pressures

from other travel suppliers and distributors, variable contract terms, marketing budget to create awareness, and seasonality.

Leisure travel bookings currently generate the

majority of our nominal revenues.

This includes the sale of travel products such as airline tickets, hotel rooms, and cruises as well

as travel services such as travel insurance and ground activities.

While we believe this revenue can be accelerated with an enhanced marketing

budget, management has largely focused on supplements to its travel offerings by including travel technology products such as our Travel

Agent and Groups Platforms.

Additionally, offering concierge-level customer

support, trip planning assistance or other premium features can provide peace of mind and added convenience and may result in premium

service fees added to the cost of booking, which represents direct revenue for us.

We are building our own media and advertising ecosystem through Travel

Magazine, Journy.tv and Compass.tv.

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

revenue strategy in the media division is two-pronged:

(1) as the number of viewers/users grows, it drives the advertising rates we can

charge third-parties to promote travel products and services to our audience and (2) outside of the direct advertising dollars generated

from our media platforms which are expected to become a key driver of higher margin revenue than those earned from travel product sales, as the audience grows it will provide additional opportunities for us to promote ours own travel offerings to highly targeted viewers,

thus lessening the need for spending significant marketing dollars through other mediums to attract consumers.

To drive this initiative, we have entered

into partnerships with Travel Spike and Leap Media Group, respected leaders in the travel category with decades of experience in TV advertising,

media planning and buying.

Compass.tv is now equipped to deliver branded entertainment content and advertising seamlessly across its platform,

supported by targeted media strategy designed to optimize revenue well delivering high quality content to travel enthusiasts.

Development of Integrated Revenue Model –

Strategy and Current Status

As we are still in the developmental phase of our commercial operations

and have thus far realized only nominal revenues, the successful execution of our business strategy is predicated upon our capacity to

broaden and deepen our supplier base, cultivate and maintain a robust customer network, and obtain adequate financing to underwrite our

marketing initiatives and continued product development.

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

We are in the early stages of development and roll

out of our comprehensive travel and media model.

While the products introduced to date are now functional and responsible for the current,

nominal revenue generation of the Company, the corresponding revenue streams are currently both small and unpredictable relative to the

established travel industry leaders.

While our core marketing initiatives have been

handicapped due to budget constraints, we have undertaken limited promotions focused on higher margin products, in sought after vacation

regions like Mexico and the Caribbean.

Recognizing these marketing budget restraints, we focused our efforts on expanding our product

offering globally with major suppliers, including Expedia and Nuitée, among others.

Management believes this was a critical step

to allow for the launch and promotion of specialty travel services like NextTrip’s Groups Platform (i.e.

destination weddings, conferences

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

These types of programs require unique technologies,

broad global inventory offerings, and specialized servicing.

Key to this development is the fact that the platforms fall outside of the

typical OTA business model, thereby justifying the supply of travel products from large OTAs, which in turn supports our platforms while

being mutually beneficial to both parties.

Our ability to capitalize on existing travel technology platforms is severely

restricted due to the lack of funding to drive marketing programs.

Enhancements to the existing platforms along with the introduction

of new programs under development are needed to complete the model.

The timeline to complete these programs is dependent upon our ability

to raise capital;

however, we believe that most programs can be delivered within 180 days of obtaining such necessary funding.

functioning, we believe the model will deliver accelerated growth as its “conversion technology” focuses on underserved areas

in the travel sector utilizing platforms (i.e.

PayDlay, Groups bookings and Travel Agents) that are not well serviced by the major travel

industry leaders.

Additionally, we have introduced engagement and media solutions (i.e.

Journy.tv, Compass.tv and Travel Magazine), allowing

users to better plan future travel.

We believe a natural extension of providing users with media solutions to assist with travel planning

will further the development and growth of a NextTrip ecosystem.

This ecosystem is expected to assist us in reducing external marketing

expenditures while creating a new revenue channel from targeted and timely advertising designed to assist users in their travel planning.

Upon completion of the NextTrip model, we expect to drive revenues from travel solutions outside of the focus of major travel competitors.

We are also engaging Save Your Day Films,

a London-based production company celebrated globally for award-winning factual programming and captivating travel content, as an in-house

production partner to deliver exclusive content as part of our media strategy, driving traffic, cross-promotional opportunities and licensing

Recent Developments

Acquisition of Five Star Alliance

On February 6, 2025, the Company entered into

a Membership Interest Purchase Agreement (the “FSA Purchase Agreement”) with FSA Travel, LLC (“FSA”), John McMahon,

as Majority Member, and the other members of FSA included on the signature page thereto (Mr.

McMahon together with such other members,

collectively the “FSA Members”).

Pursuant to the FSA Purchase Agreement, on February 10, 2025 (the “Initial Closing

Date”), the Company purchased 9,608 membership units of FSA (equal to a 49% ownership stake in FSA immediately after closing) (the

“Initial Interests”) in exchange for the Company’s (i) payment of $500,000 in cash and (ii) issuance of 161,291 shares

of newly designated Series O Nonvoting Convertible Preferred Stock of the Company (“Series O Preferred”) to FSA.

In connection

with, and as a condition to, the Initial Closing, the Company entered into employment agreements with Mr.

McMahon and Courtney May, each

of whom became employees of the Company as of the Initial Closing Date.

In addition, subject to satisfaction of the conditions

discussed below, the FSA Purchase Agreement provided the Company with an option (the “Option”), in its sole discretion, to

purchase the remaining 51% of the membership units from the FSA Members within 60 days of the Initial Closing Date (the “Final Closing

Date”), in exchange for (i) the payment by the Company to the FSA Members of an aggregate of $500,000 in cash and (ii) the issuance

of an aggregate of 161,291 shares of Series O Preferred to the FSA Members (the “Final Closing”).

The Company’s Option

was subject to, and contingent upon, satisfaction of the following conditions:

(i) the continued employment of Mr.

McMahon and Ms.

by the Company, subject to limited exceptions, (ii) the completion of a $2,000,000 capital raise by the Company, and (iii) the continued

operation of FSA by FSA’s existing management until the Final Closing Date.

On April 9, 2025 (the “Final Closing Date”),

upon FSA’s agreement to waive the capital raise condition to closing, the Company exercised the Option and, in satisfaction of its

obligations under the Purchase Agreement in connection with the Final Closing, the Company paid the FSA Members an aggregate of $500,000

in cash and issued the FSA Members an aggregate of 161,291 shares of Series O Preferred.

As a result, as of the Final Closing Date, the

Company acquired the remaining 51% of the membership units in FSA and FSA became a wholly owned subsidiary of the Company.

In addition to the above consideration, the FSA

Purchase Agreement provided that the Company shall make additional payments to the FSA Members upon achievement of certain milestones,

The payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings of Travel Products for five groups by FSA, the commissions to FSA for which are scheduled to be collected after the Final Closing;

The payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings of cruise related Travel Products, the gross cumulative cost of which to the customers is greater than or equal to $25,000 and the commissions for which are scheduled to collected after the Final Closing;

The payment of $100,000 in cash and issuance of 32,258 shares of Series O Preferred at such time as FSA shall deliver all necessary passcodes to allow NextTrip full remote access to the FSA booking engine for use by NextTrip;

The payment of $100,000 in cash and issuance 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings for Travel Products, the cumulative gross cost of which to the customers is greater than or equal to $1 million and the commissions for which are scheduled to be collected after the Final Closing.

On April 28, 2025, the parties determined that

each of the foregoing milestones had been achieved, and in satisfaction of its obligations under the FSA Purchase Agreement, the Company

paid the FSA Members an aggregate of $400,000 in cash and issued the FSA Members an aggregate of 120,967 shares of Series O Preferred.

Blue Fysh Share Exchange

On February 24, 2025, the Company and Blue Fysh

entered into a share exchange agreement (the “BF Share Exchange Agreement”) whereby Blue Fysh agreed to issue 82 restricted

shares of its common stock to the Company, representing a 10% interest in Blue Fysh, in exchange for 483,000 restricted

shares of Series N Nonvoting Convertible Preferred Stock (the “Series N Preferred”) of the Company at an issuance price of

$5.00 per share (the “BF Share Exchange”).

The BF Share Exchange closed on February 28, 2025.

The parties entered into the

BF Share Exchange Agreement, creating minority ownership positions between the entities, as part of their mutual efforts to work together

to expand each company’s business opportunities.

Journy.tv Asset Purchase

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.

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, payable in various tranches through

October 31, 2027.

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

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

Strategic Partnership with Intimate Hotels

of Barbados (“IHB”)

On April 3, 2025, we entered into a strategic partnership with IHB, a collection

of over 35 independent hotels and vacation rentals.

The Company will serve as the official booking engine for IHB, providing a fully integrated

travel portal and customized packaging tools directly on the IHB website.

NextTrip Cruise Launches, Offering Seamless

Cruise Booking Experience

On March 27, 2025, the Company unveiled

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

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

expert travel support.

to the Board of Directors

July 14, 2025, the Company’s Board of Directors adopted a resolution to increase the size of the board from five to seven members

and appointed Bill Kerby, the Company’s Chief Executive Officer, and Andy Kaplan as directors to fill the newly created vacancies,

in each case effective July 17, 2025.

Kerby shall serve as a Class II director of the Company, with his initial

term expiring at the Company’s 2026 Annual Meeting of Stockholders, and Mr.

Kaplan shall serve as a Class III director, with his

initial term expiring at the Company’s 2027 Annual Meeting of Stockholders.

Each of Messrs.

Kerby and Kaplan will serve as a director

for the balance of their respective initial terms, and until his successor is elected and qualified, subject to his earlier death, resignation

Additionally, effective July 17, 2025, the Board appointed Mr.

Kaplan to serve as a member of the Nominations & Governance

Committee of the Board.

Additionally,

in accordance with the Board Appointment Rights provided for in the Exchange Agreement, on July 14, 2025, the Company’s Board of

Directors appointed the NTH Appointees as directors, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob

Brunsberg, Dennis Duitch and Kent Summers will resign as directors of the Company.

Stephen Kircher shall serve as a Class I director,

with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders;

Jimmy Byrd shall serve as a Class II director,

with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders;

Diges and Mr.

Jiang shall each serve

as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders.

Each of NTH Appointees

will serve as a director for the balance of their respective initial terms, and until his or her successor is elected and qualified,

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

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

to serve on the following committees of the Board:

Audit Committee :

Carmen Diges (Chair), Stephen Kircher and Jimmy Byrd

Compensation Committee :

Jimmy Byrd (Chair), Stephen Kircher and Carmen Diges

Nominations & Governance Committee :

David Jiang (Chair) and Carmen Diges

of Operations

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

During the three months ended May 31, 2025, we

recognized revenue of $138,827, as compared to $188,793 in the same period in 2024, a decrease of $49,965, or 27%.

The decrease was primarily

due to limited marketing expenditures resulting from cash flow constraints.

Our cost of revenue for the three months ended

May 31, 2025 was $99,921, as compared to $173,581 for the same period in 2024, a decrease of $73,660, or 42%.

The decrease was primarily

attributable to the decrease in sales from the first quarter of 2025 as compared to the first quarter of 2024.

Our total operating expenses for the three months

ended May 31, 2025 were $4,678,643, as compared to $1,967,613 for the same period in 2024, an increase of $2,711,030, or 138%.

was primarily attributable to the stock options granted to the board of directors and an increase in professional services expenses.

Salary and benefits costs were $696,914 for the

three months ended May 31, 2025, as compared to $626,752 for the same period in 2024, an increase of $70,162, or 11%.

The increase was

due to dividends associated with outstanding shares of Series E convertible preferred stock assumed in the reverse acquisition of Sigma.

the three months ended November 30, 2024, the net loss from continuing operations totaled $2,009,829 as compared to a net loss from continuing

operations of $1,308,262 for the same period in 2023, an increase of $701,567

net gain from discontinued operations of $566 for the three months ended November 30, 2024 was attributable to the settlement reached

with a third party contractor related to an outstanding payable from Sigma Additive Solutions.

net loss applicable to common stockholders for the three months ended November 30, 2024, was $2,019,951, as compared to $1,308,262 for

the same period in 2023, an increase of $711,689, or 54%.

The increase was primarily attributable to an increase in operating loss from

continued operations of $542,424, an increase in preferred dividends of $10,688, and an increase in other expenses of $159,143, partially

offset by a net gain on discontinued operations of $566.

Months Ended November 30, 2024 and November 30, 2023

the nine months ended November 30, 2024, we recognized revenue of $417,926, as compared to $253,014 in the same period in 2023, an increase

of $164,912, or 65%.

The increase was primarily due to the implementation of the BookIt asset as well as the integration of Expedia into

our booking engine, NXT 2.0.

Expedia significantly increased our product offering from 12-15 hotel chains to over 250,000 properties

worldwide, including hotels, resorts, and alternative accommodations.

Company’s initial focus was to negotiate direct connectivity and fixed base pricing contracts allowing it to set its own pricing

This flexibility affords the company the opportunity to both run specials that are highly competitive or simply adjust pricing

to maintain competitiveness within its market.

To supplement the supply of inventory, the Company has also negotiated contracts and enacted

API links with Expedia and other established suppliers to provide significant additional content and product into our booking engine.

The Expedia contract significantly increased our product offering, allowing us to cover other parts of the world, adding hotel properties

worldwide, alternative lodging accommodations and Bed and Breakfast facilities resulting in roughly 3 million lodging accommodations.

By integrating the products into our booking engine, the Company has the ability to set its own pricing by reducing its margins.

sales of these supplemental products through the NXT 2.0 booking engine carry lower margins versus directly contracted products, they

greatly increase the NextTrip global offerings.

These products help support the growth of specialty travel services like NextTrip’s

Groups Bookings (i.e.

destination weddings, conferences and conventions) which require additional concierge support and services that

fall outside of typical online travel offerings.

cost of revenue for the nine months ended November 30, 2024 was $405,788, as compared to $203,524 for the same period in 2023, an increase

of $202,264, or 99%.

The increase was primarily attributable to the increase in sales from the launch of NXT 2.0 in the third quarter

of 2024 as compared to the third quarter of 2023.

total operating expenses for the nine months ended November 30, 2024 were $5,207,359, as compared to $3,397,576 for the same period in

2023, an increase of $1,809,783, or 55%.

The increase was primarily attributable to the relaunch of the NXT 2.0 booking engine in March

of 2024, as well as the integration of Sigma, and the transition to public company status.

and benefits costs were $1,946,035 for the nine months ended November 30, 2024, as compared to $1,209,658 for the same period in 2023,

an increase of $736,377, or 61%.

The increase was comprised of an increase in salaries of $600,736 due to the conversion of contractors

to employees and new accounting and development staff, and an increase in taxes and benefits of $131,835 and an increase in SAR expense

compensation was $36,463 for the nine months ended November 30, 2024, as compared to $0 for the same period in 2023, an increase of $36,463.

This increase was a result of the assumption of employee stock options in connection with the reverse acquisition of Sigma in December

incurred general and administrative costs of $80,764 during the nine months ended November 30, 2024, as compared to $302,936 in the same

period in 2023, a decrease of $222,172, or 73%.

The decrease was primarily the result of (a) a decrease in rent expense of $111,735;

(b) a decrease in broker fees of $64,133;

(d) a decrease in telephone expenses of $6,915;

and,(e) a decrease travel expenses of $4,436.

Partially offsetting the decrease was an increase in licenses and permit fees of $1,516.

incurred marketing costs of $238,065 during the nine months ended November 30, 2024, as compared to $232,157 during the same period in

The increase of $5,908, or 3%, was primarily due to the ongoing maintenance for the relaunch of NXT 2.0Third party contracted marketing

services increased by $95,605, partially offset by Travel Magazine costs that decreased by $17,563, and a decrease in marketing and advertising

expenses of $72,954 due to absence of a Black Friday campaign this year

incurred technology costs of $553,536 during the nine months ended November 30, 2024, as compared to $176,349 during the same period

The increase of $377,187, or 214%, was primarily attributable to an increase in dues and subscription services of $197,972 for

external travel services used in connection with our booking engine, an increase cloud database and software expenses of $77,626 to host

the booking engine, an increase in information technology services of $6,589, and an increase for a service contract with Dooya Media

Group for $95,000.

service fees incurred in the nine months ended November 30, 2024 were $1,413,660, as compared to $504,431 incurred during the same period

in 2023, an increase of $909,229, or 180%.

comprised of:

(a) an increase in salaries and benefits of 25,813 due to the conversion of two Five Star Alliance employees to NextTrip

(b) an increase in taxes and benefits of $29,653 and (c) an increase in SAR expense of $14,696 due to revaluation in April

Stock-based compensation was $138,325 for the

three months ended May 31, 2025, as compared to $16,394 for the same period in 2024, an increase of $121,931.

This increase was primarily

the result of an option grant to an employee that was fully vested on the date of the grant.

We incurred general and administrative costs of

$30,588 during the three months ended May 31, 2025, as compared to $27,555 in the same period in 2024, an increase of $3,033, or 11%.

The increase was primarily the result of a travel expenses incurred for a micro-cap conference in April 2025 of $14,376, partially

offset by a decrease in payroll services fees of $5,627, lower utility expenses of $2,050, and lower license and filing fees of $3,666.

We incurred marketing costs of $90,035

during the three months ended May 31, 2025, as compared to $156,188 during the same period in 2024.

The decrease of $66,153, or 42%,

was due to a decrease in contract labor of $26,630, a decrease in Travel Magazine expenses of $23,824, and a decrease in media

advertising of $14,987.

We incurred technology costs of $321,815 during the three months ended

May 31, 2025, as compared to $184,669 during the same period in 2024.

The increase of $137,146, or 74%, was primarily attributable to (a)

an increase in expenses in connection with Compass.tv of $93,000;

(b) an increase in expense related to Journy.tv of $61,806;

in software expenses of $10,914;

(d) an increase in information technology and computer expenses of $8,665;

and (e) an increase of $3,324

in cloud database expenses.

Partially offsetting these increases is a decrease in dues and subscription expenses of $40,564 in connection

with decreased marketing subscriptions.

Professional service fees incurred in the three

months ended May 31, 2025 were $1,149,476, as compared to $523,873 incurred during the same period in 2024, an increase of $625,603, or

This increase was a result of:

(a) an increase in investor relations expenses of $159,786

due to increased shareholder engagement initiatives;

(b) an increase in legal expense of $207,659 related to our proposed public offering

and bridge financings;

(d) an increase in consultants

contracted for services of $336,036 for management and administrative services related to the company’s media initiatives, special

projects including establishing travel related partnerships;

and (e) an increase in lending fees of $76,000 in connection with bridge

Organizational

costs for the nine months ended November 30, 2024, were $149,219, as compared to $0 for the same period in 2023, an increase of $149,219.

The increase resulted primarily from directors compensation, and shareholder services expenses including transfer agent fees, and filing

and amortization expense for the nine months ended November 30, 2024 was $531,803, as compared to $940,930 for the same period in 2023,

a decrease of $409,127, or 43%.

The decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible

assets as compared to the same period in 2023.

operating expenses were $257,814 for the nine months ended November 30, 2024, as compared to $31,115 for the same period in 2023.

$226,699 increase was primarily due to the additional cost for insurance of $190,850, an increase in merchant processing fees of $27,454,

and an increase in filing and other fees of $8,395.

the nine months ended November 30, 2024, we realized net other expense of $335,754, as compared to net other expense of $216,310 in the

same period in 2023.

The increase in net other expense of $119,444 was primarily due to an increase in interest expense associated with

bridge loans and the amortization of the debt discount in the third quarter of 2024.

dividends for the nine months ended November 30, 2024 were $32,063, as compared to $0 for the same period in 2023.

The increase was due

to dividends associated with outstanding shares of Series E Preferred Stock assumed in the reverse acquisition of Sigma.

the nine months ended November 30, 2024, the net loss from continuing operations totaled $5,530,975, as compared to a net loss from continuing

operations of $3,564,396 for the same period in 2023.

an increase of $1,966,579 in 2024,

net gain from discontinued operations of $8,344 for the nine months ended November 30, 2024 consisted primarily of revenue of $14,731

from legacy Sigma customers, and a gain of $6,576 from the settlement of a trade accounts payable at a discount, partially offset by

expenses of $12,963 consisting of legal expenses, termination of a subscription contract, and Sigma’s legacy investor relations

net loss applicable to common stockholders for the nine months ended November 30, 2024 was $5,554,694, as compared to $3,564,396 for

the same period in 2023, an increase of $1,990,298, or 56%.

The increase was primarily attributable to an increase in operating loss

from continued operations of $1,847,135, an increase in other expense of $119,444, and an increase in preferred dividends of $32,063,

partially offset by a gain from discontinued operations of $8,344.

and Capital Resources

to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about

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

of November 30, 2024, we had $15,385 in cash and a working capital deficit of $(4,869,586), as compared with $323,805 in cash and a working

capital deficit of $(262,005) as of February 29, 2024.

Additionally, at November 30, 2024, the amount due under our notes payable to

related parties totaled $2,970,405.

Between December 1, 2024 and January 10,

2025, additional net related party advances under promissory notes totaled $16,667, and the aggregate outstanding principal balance

of related party promissory notes as of January 10, 2025 was $1,174,131 after giving effect to repayments of $62,940 and the $1,750,000 of

debt conversions on December 31, 2024.

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 have agreed to initially convert $1,500,000, or 56.3% of their 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.

The conversion

remains subject to completion of final documentation for the transaction, including the filing of the certificate of designation for

the new series of convertible preferred stock with the Nevada Secretary of State.

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.

September 19, 2024, the Company also entered into a Common Stock Securities Purchase Agreement (the “Common Stock SPA”) with

Alumni Capital.

Pursuant to the Common Stock SPA, the Company has the right, but not the obligation to cause Alumni Capital to purchase

up to $10 million shares of common stock (the “Commitment Amount”) at the Purchase Price (defined below) during the period

beginning on the execution date of the Common Stock SPA and ending on the earlier of (i) the date on which Alumni Capital has purchased

$10 million shares of common stock pursuant to the Common Stock SPA or (ii) December 31, 2025.

to the Common Stock SPA, the “Purchase Price” means the lowest traded price of Company common stock during the five (5) business

days prior a closing date multiplied by eighty nine percent (89%).

No Purchase Notice will be made without an effective registration

statement and no Purchase Notice will be in an amount greater than $500,000.

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, for total consideration of $200,000.

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.

December 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 231,788 shares of

Series J Convertible Preferred Stock at $3.02 per share, for total consideration of $700,000.

December 31, 2024, the Company sold a short-term promissory note to an investor for total consideration of $1,000,000, with $500,000

funded to the Company on December 31, 2024, and $500,000 funded to the Company on or before January 15, 2025.

The note bears 15%

interest and such interest will be prepaid in the form of Series K Convertible Preferred shares with an exercise price of $3.02.

unpaid principal is payable in full on the earlier of the date that the Company completes a financing of $5 million or more, or

December 19, 2025.

In the event of default, the remaining unpaid balance is due and payable immediately at the option of the

In connection with the initial funding of the note, the Company issued a warrant to the investor to purchase up to 500,000

shares of common stock with an exercise price of $4.00.

The warrant is exercisable 50% on a cash basis and 50% on a cashless basis.

The warrant has a three-year term and expires on December 31, 2027.

Upon the second funding of the promissory note, the company will

issue a second warrant to purchase up to 500,000 common shares on the same terms and conditions as the first warrant.

major sources of funding have been proceeds from private offerings of our securities, advances from related parties, and issuance of

convertible and non-convertible debt.

We will need to raise additional amounts to fund our operations, maintain compliance with the Nasdaq

continued listing requirements and implement our business plan.

We currently have no arrangement to obtain any additional financing,

and there is no assurance as to the amount and availability of any required future financing or the terms thereof.

Any such financing,

if in the form of equity, may be highly dilutive to our existing stockholders and may otherwise include onerous terms.

If in the form

of debt, such financing may include covenants and repayment obligations which may be difficult to meet and that could adversely affect

our business and operations.

To the extent that funds are not available to us, we may be required to delay, limit, or terminate our business

and operations and/or lose our Nasdaq listing.

existing cash on hand and anticipated revenues are not sufficient to fund our anticipated operating costs.

We estimate that we will need

to raise a minimum of $5.5 million in net proceeds to continue operation for the next twelve months.

We have based this estimate on assumptions

that may prove to be wrong, and we could exhaust our capital resources sooner than we expect, or extend such resources longer than we

of the numerous risks and uncertainties associated with the research, development, and commercialization of our products, however, we

are unable to estimate the exact amount of our working capital requirements.

Our future capital requirements will depend on many factors,

including without limitation:

The cost of developing

and maintaining our proprietary software and NXT 2.0 booking engine;

The effect of competing

technological and market developments;

The revenue from the sales

of our existing and future products;

The cost of operating as

a public company.

effects of a U.S.

or global recession, while difficult to predict, could result in some customers delaying or cancelling planned travel.

Cash Used in Operating Activities

cash used in operating activities from continuing operations for the nine months ended November 30, 2024 totaled $3,143,697, as compared

to $2,265,048 during the same period in 2023, an increase of $878,649, or 39%.

Net cash provided from discontinued operations totaled

$8,344 for the nine months ended November 30, 2024, as compared to $0 during the same period in 2023.

the nine months ended November 30, 2024, the net cash used in operating activities was the result of a net loss from continuing operations

of $5,530,975 before preferred dividends, partially offset by changes in working capital of $1,661,732, and non-cash expenses of $725,546

related to depreciation and amortization of $531,803, amortization of debt discount of $157,280, and stock-based compensation of $36,463.

Changes in working capital were driven by a decrease in accounts receivable of $18,329, a decrease in security deposits of $3,742 an

increase in accounts payable and accrued expenses of $1,518,161, the issuance of preferred shares for third party services of $199,320,

the issuance of common shares as commitment shares for the Company’s equity line of credit of $100,000, and the issuance of common

shares as a deposit for a potential acquisition of $24,356, partially offset by increase in prepaid expenses of $152,452, and a decrease

in deferred revenue of $49,724.

the nine months ended November 30, 2023, the net cash used in operating activities was the result of a net loss from continuing

operations of $3,564,396, partially offset by changes in working capital of $244,932, and non-cash expenses of $1,054,416 related to

depreciation and amortization.

Changes in working capital were driven by an increase in accounts payable and accrued expenses of

$172,847 and an increase in deferred revenue of $116,761, partially offset by an increase in accounts receivable of $25,790, and an

increase of $18,886 in prepaid expenses.

Cash Used in Investing Activities

cash used in investing activities during the nine months ended November 30, 2024 was $468,751, which compares to $423,707 of cash used

in investing activities during the same period of 2023, an increase of $45,044, or 11%.

The increase resulted from an increase in capitalized

software development costs during the period.

Cash Provided by Financing Activities

cash provided by financing activities for the nine months ended November 30, 2024 was $3,295,684, as compared to $2,952,029 for the same

period in 2023.

The increase of $343,655, or 12%, was due to an increase in advances from related parties of $1,807,850, the issuance

of promissory notes for $863,556 to investors, and the issuance of preferred shares to investors for $290,000, partially offset by a

decrease in the issuance of convertible notes of $2, 617,751.

ability to continue to fund our working capital needs will be dependent upon the success of our efforts to generate revenues from our

operations, and by obtaining additional capital from the sale of securities or by borrowing funds from lenders to fulfill our business

If we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities

may have rights, preferences or privileges senior to those of existing holders of our common stock.

There is no assurance that we will

be successful in obtaining additional funding.

The Company is unable to predict the effect a global recession or geopolitical events,

including the on-going conflicts in Ukraine and Israel/Palestine, may have on its access to the financing markets.

If we fail to obtain

sufficient funding when needed, we may be forced to delay, scale back or eliminate all or a portion of our commercialization efforts

and operations.

than the related party promissory notes as described in Notes 5, 6 and 9 to the financial statements included elsewhere in this Quarterly

Report, we have no lines of credit or other financing arrangements.

changing prices and rising interest rates have had no material effect on our continuing operations over our two most recent fiscal years.

However, continued unfavorable trends may affect the prices we pay for materials and other goods and services necessary to our business,

thus increasing our use of cash.

have no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

(a) an increase in investor relations expenses of $457,350 (b) an increase in accounting expenses

of $94,940 due to the FSA acquisition and timing difference in year-end audit expenses;

fees of $137,326 due to a consulting contract with a strategic business development firm;

and (d) an increase in lending fees of $61,500

related to bridge loan financings.

Partially offsetting these increases were decreased legal expenses of $94,404, and decreased contract

labor of $31,109.

Organizational costs for the three months ended

May 31, 2025, were $1,999,670, as compared to $28,737 for the same period in 2024, an increase of $1,970,933.

The increase is primarily

due to an increase in directors’ compensation related to fully vested stock options issued to the directors during the quarter.

Depreciation and amortization expense for the

three months ended May 31, 2025 was $206,650, as compared to $287,586 for the same period in 2024, a decrease of $80,936, or 28%.

decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible assets as of May 31, 2025.

Other operating expenses were $45,170 for the

three months ended May 31, 2025, as compared to $115,859 for the same period in 2024.

The $70,689 decrease was primarily due to the reduced

cost of directors and officers and other insurance costs of $52,268 and a decrease in merchant processing fees of $15,532.

During the three months ended May 31, 2025, we

realized net other income of $193,812, as compared to net other expense of $35,225 in the same period in 2024.

The increase in net other

income of $540,245 was primarily due to a settlement agreement between NextTrip Group, LLC and the Company related to misrepresentation

of the collectability of the NextPlay Technologies, Inc.

promissory note receivable, partially offset by:

(a) a loss of $70,100 related

to the extinguishment of debt, and (b) interest expense of $276,333 primarily in connection the amortization of the debt discount associated

with bridge loans and interest expense associated with notes payable.

Preferred dividends for the three months ended May

31, 2025 were $64,463, as compared to $10,688 for the same period in 2024.

The increase was due to dividends paid to the holders of shares

of Series L and Series M Preferred stock issued in connection with debt conversions in December 2024.

In the three months ended May 31, 2025, the net

loss from continuing operations totaled $4,457,232, as compared to a net loss from continuing operations of $1,987,626 for the same period

The operating loss component increased by $2,687,335 in 2025, partially offset by an increase in the other income component of

The net loss on the share of net earnings from the equity method investment

was $11,307 due to losses incurred in FSA from March 1, 2025 through April 9, 2025 when the full acquisition was finalized.

The net gain on discontinued operations for the three months ended May

31, 2025 was $0 as compared to $8,909 for the same period in 2024.

Our net loss applicable to common stockholders

for the three months ended May 31, 2025, was $4,521,695, as compared to $1,989,405 for the same period in 2024, an increase of $2,532,290,

The increase was primarily attributable to an increase in operating loss from continued operations of $2,687,336 and an increase

in preferred dividends of $53,775, a loss on the 49% share of net earnings for the equity method investee of $11,307, and a decrease in

income from discontinued operation of $8,909, partially offset by an increase in other income of $229,037.

Liquidity and Capital Resources

Due to uncertainties regarding our ability to

meet our current and future operating and capital expenses, there is substantial doubt about our ability to continue as a going concern

for 12 months from the date of the filing of this Quarterly Report,

As of May 31, 2025, we had $130,906 in cash and

a working capital deficit of $1,142,891, as compared to $1,062,367 in cash and a working capital deficit of $105,577 as of February 28,

Additionally, at May 31, 2025, the amount due under our related party line of credit totaled $1, 486,575.

Given the lack of significant revenue since inception, NextTrip has financed

its operations primarily through the issuance of short-term promissory notes, advances from related parties, and private placements of

its securities.

On April 1, 2025, we entered into a

securities purchase agreement (the “Alumni Purchase Agreement”) with Alumni Capital LP (“Alumni”) for the

sale of a short-term promissory note (the “Alumni Note”) and warrants to purchase 80,000 shares of common stock to

Alumni for total consideration of $300,000.

The Alumni Note was in the principal amount of $360,000 with an original issue discount

of $60,000 and guaranteed interest on the principal amount of 10% per annum, which was due and payable on July 1, 2025.

of a failure to re-pay the Alumni Note on or before the maturity date, the interest rate would have increased to the lesser of 22%

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

The Alumni Note would have

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

On July 1, 2025, we repaid the

outstanding balance of the Alumni Note in full, including all accrued interest thereon.

On April 9, 2025, we entered into two promissory

notes (together, the “Trust Notes”) with Donald P.

Monaco Insurance Trust (the “Trust”) under our $2.0 million

line of credit.

Donald Monaco, chairman of our Board, is the trustee of the Trust.

The first note had a principal balance of $500,000

and was issued in exchange for a new cash payment provided by 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, we entered

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

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

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

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

Advances made under the MIP Line of Credit bear simple interest at a rate of 12% per

annum, calculated from the date of each respective advance.

Accrued interest shall be payable on a monthly basis, no later than the 10th

day of the subsequent month.

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

in full by the Company on the maturity date.

The Company may, at its option, prepay any borrowings under the MIP Line of Credit, in whole

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

Monaco controls MIP.

We 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.

Subsequent advances during May 2025 totaled

$441,575, bringing the total outstanding principal at May 31, 2025 to $1,486,575.

From June 1, 2025 through July 10, 2025 additional

advances totaled $700,000, and as of July 10, 2025 the outstanding principal balance was $2,186,575.

At May 31, 2025, there were other outstanding short

term notes payable in the aggregate amount of $654,160, which had maturity dates between August 15, 2025 and December 31, 2025.

Subsequent to the quarter ended May 31, 2025, the

Company entered into a securities purchase agreement with an accredited investor, pursuant to which it sold such investor 75,000 restricted

shares of common stock for an aggregate purchase price of $226,500.

We will need to raise additional funds through

equity or debt financings or other means to support our on-going operations, increase market penetration of our products, expand the marketing

and development of our travel and technology driven products, provide capital expenditures for additional equipment and development costs,

payment obligations, and systems for managing the business including covering other operating costs and maintaining compliance with Nasdaq

listing requirements until planned revenue streams are fully implemented and begin to offset the our operating costs.

The Company estimates

that it will require a minimum of $5.5 million to continue operations for the next twelve months.

There is no assurance as to the amount and availability

of any required future financing or the terms thereof.

Such financing, if in the form of equity, may be highly dilutive to our existing

stockholders and may otherwise include onerous terms.

If in the form of debt, such financing may include covenants and repayment obligations

which may be difficult to meet and that could adversely affect our business and operations.

To the extent that funds are not available

to us, we may be required to delay, limit, or terminate our business and operations and lose our Nasdaq listing.

Net Cash Used in Operating Activities

Net cash used in operating activities from continuing operations totaled

$1,042,658 during the three months ended May 31, 2025 as compared to $1,151,220 during the same period in 2024, a decrease of $108,562,

During the three months ended May 31, 2025, the net cash used in operating

activities was the result of a net loss of $4,457,232 before payment of preferred dividends, partially offset by changes in working capital

of $124,303, and non-cash expenses of $3,290,271 related to stock-based compensation of $2,086,869, depreciation and amortization of $206,650,

amortization of prepaid expenses of $694,912, amortization of debt discount of $231,740 and a loss on the extinguishment of debt of $70,100.

Changes in working capital were driven by an increase in deferred revenue of $210,728, a decrease in prepaid expenses of $183,327, and

the assumption of the SBA EIDL loan from FSA of $98,757, partially offset by an increase in accounts receivable of $87,554 and a decrease

in accounts payable and accrued expenses of $280,955.

During the three months ended May 31, 2024, the net cash used in operating

activities was the result of a net loss of $1,987,626 before payment of preferred dividends, partially offset by changes in working capital

of $532,426, and non-cash expenses of $303,980 related to depreciation and amortization of $287,586 and stock-based compensation of $16,394.

Changes in working capital were driven by a decrease in accounts receivable of $6,322, an increase in deferred revenue of $14,280, and

an increase in accounts payable and accrued expenses of $534,493, partially offset by an increase in prepaid expenses of $19,669.

Net Cash Used in Investing Activities

Net cash used in investing activities during the

three months ended May 31, 2025 was $1,281,503, which compares to $169,406 of cash used in investing activities during the same period

of 2024, an increase of $1,112,097, or 656.5%.

The increase resulted from $900,000 related to the acquisition of FSA and $300,000

related to the Journy.tv asset purchase, partially offset by a decrease of $87,903 in capitalized software development costs.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for

the three months ended May 31, 2025 was $1,392,700 as compared to $1,024,591 for the same period in 2024.

The increase of $368,109, or

36.0%, was due to an increase in advances from related parties of $275,409 and net increase in notes payable to investors of $92,700.

Our ability to continue to fund our working capital

needs will be dependent upon the success of our efforts to generate revenues from our operations, and by obtaining additional capital

from the sale of securities or by borrowing funds from lenders to fulfill our business plans.

If we issue additional equity or debt securities,

stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those

of existing holders of our common stock.

There is no assurance that we will be successful in obtaining additional funding.

is unable to predict the effect a global recession or geopolitical events, including the on-going conflict in Ukraine, may have on its

access to the financing markets.

If we fail to obtain sufficient funding when needed, we may be forced to delay, scale back or eliminate

all or a portion of our commercialization efforts and operations.

Other than the related party promissory notes

as described in NOTE 10 – Related Party Transactions to the financial statements included elsewhere in this Quarterly Report, we

have no lines of credit or other financing arrangements.

Inflation, changing prices and rising interest

rates have had no material effect on our continuing operations over our two most recent fiscal years.

However, continued unfavorable trends

may affect the prices we pay for materials and other goods and services necessary to our business, thus increasing our use of cash.

We have no off-balance sheet arrangements as defined

in Item 303(a) of Regulation S-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK.

Not applicable.

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 2. Management’s Discussion and Analysis