NextTrip, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. NEXTTRIP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS May 31, 2025 (unaudited) February 28, 2025 ASSETS Cash and cash equivalents $ 130,906 $ 1,062,367 Accounts receivable, net 110,121 22,567 Prepaid expenses and other current assets 1,316,048 1,380,575 Total Current Assets 1,557,075 2,465,509 Non-Current Assets Property and equipment, net 3,490 4,119 Intangible assets, net 3,379,049 2,127,368 Security deposit 30,167 30,167 Goodwill 2,836,860 1,167,805 Equity investments 2,415,000 3,407,610 Other prepaid assets 733,575 733,575 Total Non-Current Assets 9,398,141 7,470,644 Total Assets $ 10,955,216 $ 9,936,153 LIABILITIES Current Liabilities Accounts payable $ 1,070,881 $ 1,184,404 Accrued expenses 559,925 721,382 Deferred revenue 308,498 97,770 Note payable 753,046 506,004 Notes payable - related parties 7,616 61,526 Notes payable 7,616 61,526 Total Current Liabilities 2,699,966 2,571,086 Non-Current Liabilities SBA EIDL loan 98,757 - Line of Credit – related parties 1,486,575 - Total Non-Current Liabilities 1,585,332 - Total Liabilities 4,285,298 2,571,086 Commitments and Contingencies - - Stockholder’s Equity Preferred Stock, $ 0.001 par value; 10,000,000 shares authorized; 3,388,874 and 3,106,616 shares issued and outstanding, respectively 3,389 3,107 Common Stock, par value $ 0.001 , 250,000,000 shares authorized; 7,691,374 and 1,656,738 shares issued and outstanding, respectively 7,692 1,657 Additional Paid in Capital 45,530,355 41,710,126 Accumulated deficit ( 38,871,518 ) ( 34,349,823 ) Total Stockholders’ Equity 6,669,918 7,365,067 Total Liabilities and Stockholders’ Equity $ 10,955,216 $ 9,936,153 See accompanying notes to condensed financial statements. 3 NEXTTRIP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) 2025 2024 Three Months Ended May 31, 2025 2024 Revenue $ 138,827 $ 188,793 Cost of revenue (exclusive of depreciation and amortization, shown separately below) ( 99,921 ) ( 173,581 ) Gross profit 38,906 15,212 Operating Expenses Salaries and benefits 696,914 626,752 Stock based compensation 138,325 16,394 General and administrative 30,588 27,555 Sales and marketing 90,035 156,188 Professional service fees 1,149,476 523,873 Technology 321,815 184,669 Organization costs 1,999,670 28,737 Depreciation and amortization 206,650 287,586 Other expenses 45,170 115,859 Total Operating Expenses 4,678,643 1,967,613 Operating Loss ( 4,639,737 ) ( 1,952,401 ) Other Income (Expenses) Other Income 540,245 - Loss on extinguishment of liability ( 70,100 ) - Interest expense, net ( 276,333 ) ( 35,225 ) Total other income (expense) 193,812 ( 35,225 ) Net loss from continuing operations before taxes ( 4,445,925 ) ( 1,987,626 ) Provision for income taxes - - Net loss from continuing operations before share of net income (loss) in equity method investee $ ( 4,445,925 ) $ ( 1,987,626 ) Share of net income (loss) of equity method investee ( 11,307 ) - Net loss from continuing operations ( 4,457,232 ) ( 1,987,626 ) Net gain from discontinued operations, net of taxes - 8,909 Net loss ( 4,457,232 ) ( 1,978,717 ) Preferred dividends ( 64,463 ) ( 10,688 ) Net Loss Applicable to Common Stockholders $ ( 4,521,695 ) $ ( 1,989,405 ) Basic and diluted loss per common share from continuing operations $ ( 0.68 ) $ ( 1.56 ) Basic and diluted loss per common share from discontinued operations $ - $ 0.01 Basic and diluted loss per common share $ ( 0.68 ) $ ( 1.55 ) Basic and diluted weighted average number of common shares 6,585,197 1,279,165 See accompanying notes to condensed financial statements. 4 NEXTTRIP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) For the Three Months Ended May 31, 2025, and May 31, 2024 Shares Outstanding Preferred Stock Shares Outstanding Common Stock Paid-in Capital Accumulated Deficit Total Preferred Stock Common Stock Additional Shares Outstanding Preferred Stock Shares Outstanding Common Stock Paid-in Capital Accumulated Deficit Total Balances, February 28, 2025 3,106,616 $ 3,107 1,656,738 $ 1,657 $ 41,710,126 $ ( 34,349,823 ) $ 7,365,067 Net Loss - - - - - ( 4,457,232 ) ( 4,457,232 ) Preferred Stock Dividends - - 45,643 46 64,417 ( 64,463 ) - Preferred Shares Issued for FSA Travel, LLC acquisition 282,258 282 - - 875,359 - 875,641 Issuance of common shares for Journy.tv asset acquisition - - 20,000 20 115,180 - 115,200 Issuance of common shares pursuant to reverse acquisition of Sigma - - 5,843,993 5,844 ( 5,844 ) - - Issuance of common shares for services - - 125,000 125 476,075 - 472,200 Warrants issued in connection with debt conversion - - - - 30,775 - 30,775 Warrants issued in connection with bridge loan financing - - - - 177,398 - 177,398 Issuance of securities for directors’ services - - - - 1,948,544 - 1,948,544 Stock Options Issued to Employees - - - - 138,325 - 138,325 Balances, May 31, 2025 3,388,874 3,389 7,691,374 7,692 45,530,355 ( 38,871,518 ) 6,669,918 Preferred Stock Common Stock Additional Shares Outstanding Preferred Stock Shares Outstanding Common Stock Paid-in Capital Accumulated Deficit Total Balances, February 29, 2024 472,996 $ 474 936,430 $ 936 $ 27,277,758 $ ( 24,151,139 ) $ 3,128,029 Balance 472,996 $ 474 936,430 $ 936 $ 27,277,758 $ ( 24,151,139 ) $ 3,128,029 Net Loss - - - - - ( 1,978,717 ) ( 1,978,717 ) Preferred Stock Dividends - - - - 10,688 ( 10,688 ) - Common Shares Issued for Conversion of Preferred Stock ( 409,502 ) ( 410 ) 409,502 410 - - - Stock Options Issued to Employees - - - - 16,394 - 16,394 Balances, May 31, 2024 63,494 64 1,345,932 1,346 27,304,840 ( 26,140,544 ) 1,165,706 Balance 63,494 64 1,345,932 1,346 27,304,840 ( 26,140,544 ) 1,165,706 See accompanying notes to condensed financial statements. 5 NEXTTRIP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) May 31, 2025 May 31, 2024 Three Months Ended May 31, 2025 May 31, 2024 OPERATING ACTIVITIES Net Loss – Continuing Operations $ ( 4,457,232 ) $ ( 1,987,626 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Noncash Expenses: Depreciation and amortization – property and equipment and intangibles 206,650 287,586 Amortization of debt discount 231,740 - Amortization of prepaid expenses 694,912 - Stock-based compensation - employees 138,325 16,394 Stock-based compensation - directors 1,948,544 - Stock-based compensation 1,948,544 - Loss on extinguishment of liability 70,100 - Change in Assets and Liabilities: Accounts receivable ( 87,554 ) 6,322 Prepaid expenses 183,327 ( 19,669 ) Accounts payable and accrued expenses ( 182,198 ) 534,493 Deferred revenue 210,728 14,280 Security deposit - ( 3,000 ) NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS ( 1,042,658 ) ( 1,151,220 ) NET CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS - 8,909 NET CASH USED IN OPERATING ACTIVITIES ( 1,042,658 ) ( 1,142,311 ) INVESTING ACTIVITIES Capitalized software development costs ( 81,503 ) ( 169,406 ) FSA Travel, LLC acquisition ( 900,000 ) - Journy.tv asset purchase ( 300,000 ) - NET CASH USED IN INVESTING ACTIVITIES ( 1,281,503 ) ( 169,406 ) FINANCING ACTIVITIES Notes Payable 192,700 100,000 Advances from related parties 1,200,000 924,591 NET CASH PROVIDED BY FINANCING ACTIVITIES 1,392,700 1,024,591 NET CHANGE IN CASH FOR PERIOD ( 931,461 ) ( 287,126 ) CASH AT BEGINNING OF PERIOD 1,062,367 323,805 CASH AT END OF PERIOD $ 130,906 $ 36,679 Supplemental Disclosures: Noncash Investing and Financing Activities Disclosure: Issuance of preferred shares pursuant to FSA Travel, LLC acquisition $ 875,641 $ - Issuance of common shares pursuant to Journy.tv asset purchase $ 115,200 $ - Issuance of common shares for third party services $ 472,200 $ - Preferred stock dividends $ 64,463 $ 10,688 Disclosure of Cash Paid for: Interest $ 23,159 $ 4,371 Income Taxes $ - $ - See accompanying notes to condensed financial statements. 6 NEXTTRIP, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS May 31, 2025 NOTE 1 - Business Description and Going Concern Sigma Additive Solutions, Inc. (“Sigma”), the legal acquiror of NextTrip Holdings, Inc., was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to Framewaves Inc. in 2001. 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. On March 11, 2024, Sigma filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada, pursuant to which, effective as of 12:01 a.m. Pacific time on March 13, 2024, among other things, Sigma’s corporate name was changed from Sigma Additive Solutions, Inc. to “NextTrip, Inc.” The Company’s corporate office is located at 3900 Paseo del Sol, Santa Fe New Mexico 87507. The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries, NextTrip Holdings Inc. incorporated on October 22, 2015, and Extraordinary Vacations USA, Inc., incorporated on June 24, 2002. Prior to the NextPlay Exchange Agreement, as described below, NextTrip Holdings, Inc. (“NTH”) was a wholly owned subsidiary of NextTrip Group, LLC (“NTG”), which in turn, was a wholly owned subsidiary of NextPlay Technologies, Inc. (“NextPlay”). All of the business operations of NTG were conducted through its subsidiaries. On January 25, 2023, NextPlay and NTG entered into an Amended and Restated Separation Agreement, Amended and Restated Operating Agreement, and Exchange Agreement (the “NextPlay Exchange Agreement”), whereby NextPlay transferred its interest in the travel business to NTG. Pursuant to the NextPlay Exchange Agreement, NextPlay exchanged 1,000,000 Membership Units of NTG for 400,000 Preferred Units of NTG, with a value of $ 10.00 per unit. Prior to the exchange for Preferred Units, NTG had a payable due to NextPlay of $ 17,295,873 , representing cash advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had obligations to provide ongoing support to NTH. Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s ongoing support obligations except for a $ 1.5 million advance remaining under a promissory note and, as such, NTH recorded the payable as contributed capital. The Company provides travel technology solutions with sales originating in the United States, with a primary emphasis on hotels, air, and all-inclusive travel packages. Our proprietary booking engine, branded as NextTrip 2.0, provides travel distributors access to a sizeable inventory. The Company owns 50% of Next Innovation LLC, a Joint Venture (“Next Innovation”), which is dormant. 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 (as amended, the “Exchange Agreement”) with NTH, NTG, and William Kerby (the “NextTrip Representative”). Under the terms of the Exchange Agreement, the parties agreed that NTG would sell and transfer to the Company all of the issued and outstanding shares of NTH in exchange for 156,007 restricted shares of Company common stock (the “Closing Shares”), issuable at closing, and the right to receive up to an additional 5,843,993 restricted shares of Company common stock upon satisfaction of certain milestones set forth in the Exchange Agreement (the “Contingent Shares,” and together with the Closing Shares, the “Restricted Shares”), which Restricted Shares are issuable to the members of NTG, on a pro rata basis, under the terms of the Exchange Agreement, subject to certain closing conditions (the “NextTrip Acquisition”). Upon the closing of the NextTrip Acquisition on December 29, 2023, NTH became a wholly owned subsidiary of the Company. 7 The Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of Company common stock, or approximately 90.2 % of the issued and outstanding shares of Company common stock immediately prior to the closing. At closing, it was determined that the NextTrip Acquisition would likely result in a change of control, with the members of NTG receiving an aggregate number of shares that exceeds the number of shares held by the legacy shareholders of Sigma, which change in control occurred upon the issuance of certain of the Contingent Shares on March 26, 2025. As a result, the NextTrip Acquisition is accounted for as a reverse acquisition of NTH by the Company, whereby the Company is treated as the legal acquirer and NTH is treated as the accounting acquirer. As a result, the historical financial information for the periods prior to closing of the NextTrip Acquisition presented is that of NTH. In accordance with ASC 805 - 40 - 45 - 1, the consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the financial statements as a continuation of the financial statements of the legal subsidiary (NTH), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent. Under ASC 805 - 40 - 45 - 2, the consolidated financial statements represent the continuation of the legal subsidiary except for the capital structure, as follows: (a) The assets and liabilities of the legal subsidiary recognized and measured at their pre-combination carrying amounts; (b) The assets and liabilities of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business combinations (ASC 805); (c) The retained earnings and other equity balances of the legal subsidiary before the business combination; (d) The amount required to be recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary outstanding immediately before the business combination to the fair value of the legal parent determined in accordance with the guidance in ASC 805 applicable to business combinations. However, the equity structure reflects the equity structure of the legal parent, including the equity interests the legal parent issued to affect the combination. Accordingly, the equity structure of the legal subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent issued in the reverse acquisition. The assets and liabilities of Sigma were recognized at fair value pursuant to ASC 805. Going Concern - As of May 31, 2025, and February 28, 2025, the Company had an accumulated deficit of $ 38,871,518 and $ 34,349,823 , respectively, and working capital deficit of $ 1,142,891 and $ 105,577 , respectively, and has incurred losses since incorporation. The Company will need to raise additional funds through equity or debt financings to support its on-going operations, increase market penetration of its products, expand the marketing and development of its travel and technology driven products, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating costs until the planned revenue streams are fully implemented and begin to offset the Company’s operating costs. In the event the Company is unable to raise adequate funding in the future for its operations and to pay its outstanding debt obligations, the Company may be forced to scale back its business plan and/or liquidate some or all of its assets or may be forced to seek bankruptcy protection. In light of the foregoing, there is substantial doubt about the Company’s ability to continue as a going concern for 12 months from the date of the filing of this Report. NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation - The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The financial statements have been prepared on a consolidated basis with those of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at May 31, 2025 and 2024 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company suggests these condensed financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025. The results of operations for the period ended May 31, 2025 are not necessarily indicative of the operating results for the full year. 8 Reclassification Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the net earnings (loss) or financial position. Promissory Note Receivable NextPlay is in involuntary bankruptcy proceedings and is in default under the terms of its promissory note for non-payment. As a result, as of February 28, 2025 the Company established an allowance for credit losses for the full amount of the note of $ 2,567,665 , as collectability of the note is uncertain. Investments in Equity Method Investees The Company holds investments in certain entities that are accounted for under the equity method of accounting, as well as investments that are accounted for under the fair value method pursuant to ASC 321, “Investments - Equity Securities.” Under the equity method, investments in entities in which the Company has significant influence, but not control, are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the investees’ earnings or losses and other comprehensive income. The Company determines the existence of significant influence based on various factors, including representation on the investees’ board of directors, participation in policy-making processes, and material intercompany transactions. The Company’s equity method investments are evaluated periodically for impairment by assessing whether events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. When such indicators exist, the Company performs an impairment test and recognizes an impairment loss to the extent that the carrying amount of the investment exceeds its fair value. Distributions received from equity method investees that exceed cumulative earnings recognized by the Company are considered a return of investment and are recorded as a reduction in the carrying amount of the investment. Adjustments resulting from changes in the Company’s ownership interest in equity method investees that do not result in a loss of significant influence are accounted for prospectively. Basis Difference In accordance with ASC 323, “Investments - Equity Method and Joint Ventures,” the Company records a basis difference when the carrying value of its equity method investment differs from its share of the investee’s fair value of net assets at the acquisition date. This basis difference is allocated to the investee’s identifiable assets and liabilities based on their fair values. The amortization of any basis difference related to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s share of the investee’s earnings or losses. Any basis difference related to non-depreciable assets, including goodwill, is generally not amortized, but is subject to impairment testing as necessary. The Company assesses the impact of any basis differences on its earnings and the carrying value of its equity method investments. If a basis difference is determined to exist, the appropriate adjustments are made to reflect the amortization of such differences in the consolidated financial statements. Investments in Equity Securities without Readily Determinable Fair Value In accordance with ASC 321-10-35-2, the Company holds certain investments in equity securities in which the Company does not have significant influence or control, and for which fair value is not readily determinable. These investments are primarily accounted for at cost, less any impairment. The carrying amount is periodically evaluated for impairment, and if necessary, an impairment loss is recognized in the statement of operations. These investments are not adjusted for unrealized gains or losses unless an impairment is identified. Equity in Earnings of Equity Method Investees The Company’s share of earnings or losses from equity method investees is recognized in the consolidated statement of operations within “Equity in share of loss of equity method investees,” net of any related income taxes. 9 Loss Per Share – The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options and preferred stock were excluded due to the anti-dilutive effect they would have on the computation. At May 31, 2025 and 2024, the Company had the following common shares underlying these instruments: Schedule of Underlying Common Shares Excluded from Computation of Loss Per Share 2025 2024 May 31, 2025 2024 Warrants 3,112,772 484,063 Stock Options 556,250 79,560 Preferred Stock 3,391,974 66,385 Total Underlying Common Shares 7,060,996 630,008 The following table shows the amounts used in computing loss per share and the effect on net loss and the weighted average number of shares of dilutive potential common stock for the periods ended May 31, 2025 and 2024: Schedule of Amounts Used In Computing Loss Per Share and Effect On Net Loss and Weighted Average Number Of Shares 2025 2024 Three Months Ended May 31, 2025 2024 Loss from continuing operations $ ( 4,457,232 ) $ ( 1,987,626 ) Preferred dividends ( 64,463 ) ( 10,688 ) Loss from continuing operations applicable to common stockholders ( 4,521,695 ) ( 1,998,314 ) Gain from discontinued operations applicable to common stockholders - 8,909 Net loss applicable to common stockholders $ ( 4,521,695 ) $ ( 1,989,405 ) Weighted average number of common shares outstanding used in loss per share during the period (denominator) 6,585,197 1,279,165 Dilutive loss per share was not presented, as the Company’s outstanding common and preferred warrants, stock options and preferred stock common equivalent shares for the periods presented would have had an anti-dilutive effect. At May 31, 2025, the Company had outstanding warrants to purchase 3,112,772 shares of common stock; stock options exercisable for 556,250 shares of common stock; 316 shares of Series E Preferred Stock (“Series E Preferred”), which could be converted into 3,415 shares of common stock; 33,000 shares of Series H Convertible Preferred Stock (“Series H Preferred”), convertible into 33,000 shares of common stock; 500,442 shares of Series I Convertible Preferred Stock (“Series I Preferred”), convertible into 500,442 shares of common stock; 297,788 shares of Series J Nonvoting Convertible Preferred Stock (“Series J Preferred”), convertible into 297,788 shares of common stock; 60,595 shares of Series K Nonvoting Convertible Preferred Stock (“Series K Preferred”), convertible into 60,595 shares of common stock; 1,076,156 shares of Series L Nonvoting Convertible Preferred Stock (“Series L Preferred”), convertible into 1,076,156 shares of common stock; 133,278 shares of Series M Nonvoting Convertible Preferred Stock (“Series M Preferred”), convertible into 133,278 shares of common stock; 500,000 shares of Series N Nonvoting Convertible Preferred Stock (“Series N Preferred”), convertible into 500,000 shares of common stock; 443,549 shares of Series O Nonvoting Convertible Preferred Stock (“Series O Preferred”), convertible into 443,549 shares of common stock; and 343,750 shares of Series P Nonvoting Convertible Preferred Stock (“Series P Preferred”), convertible into 343,750 shares of common stock, resulting in a potential total additional 6,585,197 shares of common stock outstanding in the future. At February 28, 2025, the Company had an aggregate of 6,201,890 outstanding potentially dilutive securities. Accounting Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management. Significant accounting estimates that may materially change in the near future are impairment of long-lived assets, values of stock compensation awards and stock equivalents granted as offering costs, and allowance for bad debts. Revenue Recognition – The Company’s revenue is derived primarily from sales of our software and related hardware suite under perpetual licenses and from providing engineering services under contracts. The Company recognizes revenue in accordance with ASC Topic No. 606. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . ASU 2014-09 is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance under prior GAAP and replaced it with a principles-based approach for determining revenue recognition. The core principle of the standard is the recognition of revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In general, we determine revenue recognition by: (1) identifying the contract, or contracts, with our customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to performance obligations in the contract; and (5) recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services. 10 The Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel and the date of cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). The Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. The Company controls the specified travel product before it is transferred to the customer and is therefore a principal, based on but not limited to, the following: ● The Company is primarily responsible for fulfilling the promise to provide such travel product. ● The Company has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to a customer. ● The Company has discretion in establishing the price for the specified travel product. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). Segment Reporting - We manage the Company as one reportable segment, Travel Products and Services. Travel bookings are the source of our revenues and include the sale of travel products such as airline tickets and hotel rooms as well as travel services such as travel insurance and ground activities. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer. Financial information and annual operating plans and forecasts are prepared and are reviewed by the CODM at a consolidated level. The CODM assesses performance for the Travel Products and Services segment and decides how to allocate resources based on revenue and net income that is reported on the Consolidated Statements of Operations. The Company’s objective in making resource allocation decisions is to optimize the financial results. The accounting policies of our Travel Products and Services segment are the same as those described in the summary of significant accounting policies herein. For our single reportable segment-level financial information, total assets, and significant non-cash transactions, see the Financial Statements. NOTE 3 - Investment in Equity Securities Investment in Blue Fysh Holdings Inc . On February 24, 2025, the Company entered into a Share Exchange Agreement with Blue Fysh Holdings Inc. (“Blue Fysh”), under which the Company acquired a 10 % ownership interest in Blue Fysh. As part of the transaction, the Company issued 483,000 shares of Series N Preferred at an issuance price of $ 5.00 per share, totaling $ 2,415,000 , in exchange for 82 restricted shares of Blue Fysh common stock. The transaction closed on February 28, 2025. The Company’s investment in Blue Fysh is accounted for under the cost method, as the Company does not have significant influence over Blue Fysh. No board appointments are contemplated as part of this transaction; however, the Company has the right to appoint a representative to the Blue Fysh Advisory Committee, which will allow the Company to receive financial updates as needed and to be informed of financial events that could significantly impact the Company’s ownership position. Since the Company’s ownership interest does not meet the criteria for significant influence pursuant to ASC 323, this investment is classified as an equity security without a readily determinable fair value and is initially recorded at cost. The Company will assess the investment for impairment in future periods and recognize any impairment losses as necessary. 11 Note 4 – Acquisition of FSA Travel, LLC On February 6, 2025, the Company acquired a 49 % non-controlling interest in FSA Travel, LLC (“FSA”) pursuant to a Membership Purchase Agreement (the “FSA Purchase Agreement”) and accounted for the investment under the equity method. The Company recorded its proportional share of FSA’s net loss from February 7, 2025 through February 28, 2025, the Company’s fiscal year-end. On April 9, 2025, the Company exercised its option to purchase the remaining 51 % interest in FSA for additional consideration of $ 1.0 million comprised of $ 0.5 million in cash, and $ 0.5 million in shares of Series O Preferred ( 161,291 shares at $ 3.10 per share), pursuant to the FSA Purchase Agreement. In addition, on April 28, 2025, the Company paid an additional $ 0.8 million in contingent consideration (comprised of both cash and shares of Series O Preferred stock) to the former owners of FSA (the “FSA Unitholders”) pursuant to the FSA Purchase Agreement. The contingent consideration issued as purchase consideration provides for additional distributions to the FSA Unitholders, the amount of which is dependent on the acquired business’ achievement of certain milestones. The Company determined the fair value of the contingent consideration as of the acquisition date (April 9, 2025) based on the probability and timing of achieving the respective milestones. Upon completion of the acquisition of the remaining 51 % of FSA membership units, the acquisition of the remaining 51 % interest together with the initial 49 % interest acquired on February 6, 2025 was accounted for as a step acquisition (business combination) under ASC 805, Business Combinations, with the Company identified as the acquirer. A step acquisition occurs when a shareholder obtains control over an entity (that is considered a business) by acquiring an additional interest in that entity. Under step acquisition accounting, the acquirer’s previously held equity interest is remeasured to its fair value as of the date in which control was obtained and included as part of the total consideration when determining goodwill. Given the short duration between the initial equity purchase of FSA (which was accounted for under the equity method of accounting) and the purchase of the remaining outstanding shares of FSA, it was determined that the book value of such equity method accounting equaled its fair value at the time control was obtained. In accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair value at the acquisition date. The Company did not incur any acquisition-related costs in connection with the acquisition. The Company has completed a preliminary analysis to assign fair values to all assets acquired and liabilities assumed. The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the acquisition: Schedule of Preliminary Analysis To Assign Fair Values To All Assets Acquired And Liabilities Assumed Consideration paid Cash $ 500,000 Series O Preferred stock 500,000 Earnout Payment 800,000 Fair value of Initial Purchase 981,303 Total consideration $ 2,781,303 Assets acquired and liabilities assumed Cash and cash equivalents $ 471,660 Accounts receivable 13,460 Intangibles 960,000 Goodwill 1,669,058 Total assets $ 3,114,178 Accounts payable 12,474 Due to FSA Unitholders 221,481 SBA Loan 98,920 Total liabilities $ 332,875 Total net assets $ 2,781,303 The fair value of the working capital items, including accounts receivable, other receivables, trade payables and deferred revenue, approximates their respective carrying values at the date in which control was obtained. Effective January 1, 2021, the Company has adopted ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which created an exception to the recognition and measurement principles of ASC 805, Business Combinations, for the Company’s contract assets and liabilities, including deferred revenue, essentially resulting in the carryover of the historical amounts determined in accordance with ASC 606, Revenue from Contracts with Customers, rather than fair value. 12 The fair value of the acquired tradename and acquired technology was determined using the relief from royalty method, which utilized projected financial information. The goodwill recognized in the acquisition primarily represents synergies with the existing operations of the Company, and the value of yet-to-be-acquired/developed customers, technology, assembled workforce, and any other assets. The Company is currently finalizing its valuation of the acquired assets and liabilities and has recorded these preliminary amounts as of the acquisition date. The final purchase price allocation may result in adjustments to the amounts presented. NOTE 5 – Journy.tv Asset Acquisition On April 1, 2025, the Company entered into an asset purchase agreement (the “Journy.tv Purchase Agreement”) with Ovation LLC (“Ovation”), pursuant to which the Company purchased assets, including without limitation trademarks, domains, apps and certain agreements, and assumed certain liabilities related to Ovation’s Journy.tv business (the “Journy.tv Acquisition”). The Journy.tv Acquisition closed on April 1, 2025. Pursuant to the Journy.tv Purchase Agreement, as consideration for the Journy.tv Acquisition, the Company paid Ovation $ 300,000 in cash at closing and issued Ovation 20,000 restricted shares of Company common stock at $ 5.76 per share, for total consideration of $ 415,200 . In connection with the Journy.tv Acquisition, on April 1, 2025, the Company and Ovation also entered into a License Agreement (the “License Agreement”), pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term set forth therein, to exhibit, promote, market, advertise, publicize and/or otherwise exploit the programs listed in the License Agreement in the media of (i) FAST via the Journy.tv Channel and (ii) Video On Demand via the Journy.tv Channel. Pursuant to the License Agreement, Ovation shall not license any unaffiliated third party the right to exhibit certain of the programs subject to the License Agreement and shall not use certain of the programs subject to the License Agreement on its owned or operating streaming platforms (subject to certain exceptions). As consideration for the rights granted under the License Agreement, the Company agreed to pay Ovation an aggregate non-refundable license fee of $ 336,801 . Either party may terminate the License Agreement in the event of a material default by the other party that is not cured within fifteen days after the defaulting party receives notice of such default. The transaction was accounted for as an asset acquisition because while inputs were acquired (in the form of trademarks, distribution agreements, content licenses, and service agreements), there is not a continuation of revenues before and after the transaction. That is, due to the significant rebranding and redevelopment of the inputs acquired, the Journy.tv assets are not producing revenue post-closing of the transaction. Additionally, an organized workforce with the necessary skills and experience to create outputs was not included in the transaction. As such, the transaction does not meet the definition of a business and is considered an asset acquisition. On the acquisition date, the fair value of the intangible assets acquired was $ 415,200 , excluding $ 6,700 of acquisition-related direct costs which were expensed as incurred. The intangible assets have a weighted average estimated useful life of 16.7 years. 13 NOTE 6 – Intangible Assets Intangible assets as of May 31, 2025, and February 28, 2025 consisted of the following: Schedule of Intangible Assets May 31, 2025 February 28, 2025 Software Development $ 7,089,049 $ 7,267,778 Software Licenses 645,306 789,576 Trademark 6,283 6,283 FSA Travel, LLC Tradename 280,000 - Journy.tv – Trade Name 138,400 - Journy.tv Distribution Agreements 276,800 - Total 8,435,838 8,063,637 Accumulated amortization ( 5,056,789 ) ( 5,936,269 ) Intangible assets, net of amortization $ 3,379,049 $ 2,127,368 Amortization expense for the three months ended May 31, 2025, and May 31, 2024 was $ 206,021 and $ 286,237 , respectively. During the three months ended May 31, 2025 and 2024, the Company recorded no impairment losses associated with the carrying value exceeding its recoverable amount. The estimated aggregate amortization expense for each of the succeeding years ending February 28 is as follows: Schedule of estimated aggregate amortization expense 2026 (Remaining) $ 620,888 2027 782,097 2028 370,885 2029 127,435 Thereafter 469,857 Total $ 2,371,162 NOTE 7 – Goodwill Reverse Acquisition of Sigma Additive Solutions, Inc. As discussed in Note 1 – Business Description and Going Concern, the legal acquisition of NTH by the Company on December 29, 2023 was determined to be a reverse acquisition, with NTH as the accounting acquirer, using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under this method of accounting, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of consummation of the transaction. Pursuant to ASC 350-20, the Company assigned its goodwill to reporting units and is required to test each reporting unit’s goodwill for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The goodwill resulting from the reverse acquisition is primarily attributable to NTH’s objective to obtain access to public markets to provide funding wherewithal to fund business growth. NTH’s benefit in paying for these synergies in the reverse acquisition transaction was to avoid the time and expense of organizing and executing an Initial Public Offering transaction. In the reverse acquisition, $ 1,167,805 of goodwill was allocated to the Company’s Travel Products and Services reporting segment (its “NTH Reporting Unit”) under the acquisition method of accounting. Acquisition of FSA Travel, LLC As of May 31, 2025, preliminary goodwill of $ 1,669,058 arising from the FSA acquisition has been reported within the Company’s single reporting segment, Travel Products and Services. See Note 4, Acquisition of FSA Travel, LLC for a description of goodwill recognized in connection with the acquisition. 14 NOTE 8 – Notes Payable On May 24, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 100,000 . The note bears interest at 7.5 % per annum and had a maturity date of the earlier of completion of a public financing or October 31, 2024. The investor has consented to extend the maturity date on a month-to-month basis and continues to accrue interest. As of May 31, 2025, the full principal amount of $ 100,000 was outstanding. On June 26, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 40,000 . The note bears interest at 7.5 % per annum and has a maturity date of June 25, 2025, which may be extended by written consent of the investor. As of May 31, 2025, the full principal amount of $ 40,000 was outstanding. On October 18, 2024, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 154,440 . The note includes an original issue discount (“OID”) of $ 22,440 , and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal. The note is payable in ten equal installments of $ 17,452 beginning on November 15, 2024, and may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC. As of May 31, 2025, the balance on the note, net of the unamortized debt discount, was $ 40,572 . On November 8, 2024 , the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 125,190 . The note includes an OID of $ 18,190 , and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal. The note is payable in five installments, with the first payment in the amount of $ 70,732 due on May 15, 2025 , and the remaining four equal installments of $ 17,683 are due on the 15 th of each of the next four successive months. The note may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC. As of May 31, 2025, the balance on the note, net of the unamortized debt discount was $ 57,760 . On December 31, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $ 220,000 . The note bears guaranteed interest of 15 %, or $ 33,000 , payable in full on the issue date by the issuance of 10,927 shares of the Company’s Series K Preferred. The note may be prepaid at any time without penalty. Additionally, the Company issued a warrant to the investor to purchase up to 220,000 shares of common stock with an exercise price of $ 4.00 per share and a three-year term. In accordance with ASC 470-20-25-2, the proceeds of the short-term promissory note were allocated to the note and the warrant based on the relative fair values of the note without the warrant and of the warrant itself at time of issuance, with the portion of the proceeds allocated to the warrants accounted for as paid-in capital, and the remainder of the proceeds allocated to the note. The relative fair value of the warrant at the time of issuance that was allocated to additional paid-in capital was $ 179,913 . As of May 31, 2025, the balance on the note, net of the unamortized debt discount, was $ 95,169 . On February 4, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 152,100 . The note includes an OID of $ 22,100 , and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal. The note is payable in five installments, with the first payment in the amount of $ 85,937 due on August 15, 2025, and the remaining four equal installments of $ 21,484 are due on the 15 th of each of the next four successive months. The note may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC. As of May 31, 2025, the balance on the note, net of the unamortized debt discount was $ 137,808 . On April 1, 2025, the Company entered into a securities purchase agreement (the “Note & Warrant SPA”) with Alumni Capital LP (“Alumni Capital”) for the sale of a short-term promissory note (the “Alumni Note”) and warrants (“Warrants”) to Alumni Capital for total consideration of $ 300,000 . After deducting commissions, net proceeds to the Company were $ 276,000 . The Alumni Note is in the principal amount of $ 360,000 with an OID of $ 60,000 and guaranteed interest on the principal amount of ten percent ( 10 %) per annum which shall be due and payable on July 1, 2025 . In the event of a failure to re-pay the Alumni Note on or before July 1, 2025, the interest rate will increase to the lesser 22 % per annum or the maximum amount permitted under law from the due date thereof until the same is paid. The Alumni Note is convertible into shares of Company common stock only upon an event of default. As of May 31, 2025, the balance on the Alumni Note, net of the unamortized debt discount, was $ 281,737 . 15 NOTE 9 – Long-Term Debt As part of the acquisition of FSA on April 9, 2025, the Company assumed an SBA loan originally issued to FSA on December 4, 2020, with an initial principal amount of $ 50,500 , bearing interest at 3.75 % per annum. On October 4, 2021, FSA received a modification to the loan, which increased the principal amount to $ 199,100 . The loan requires monthly payments of principal and interest of $ 995 and matures on December 4, 2050 . In accordance with ASC 805 – Business Combinations, the assumed loan was recognized at its acquisition-date fair value of $ 98,920 , which reflects a market-based effective interest rate of approximately 12.03 % per annum over the remaining term of 307 months. The difference between the face value of the debt and the fair value at the acquisition date was included in the allocation of purchase consideration and is reflected in goodwill. The loan is measured at amortized cost subsequent to the acquisition date, and interest expense is recognized using the effective interest method based on the fair value of the liability at the acquisition date. The following table summarizes the loan terms as of the acquisition date: Schedule of Long Term Loan Description Amount Principal amount $ 199,100 Fair value at acquisition date $ 98,920 Remaining term 308 months Monthly payment $ 995 Effective interest rate 12.03 % As of May 31, 2025, the balance of the loan was $ 98,757 . NOTE 10 - Related Party Transactions On April 9, 2025, NTH and the Donald P. Monaco Insurance Trust (the “Trust”) entered into two promissory notes (together, the “Trust Notes”) under the Company’s $ 2.0 million line of credit. Donald Monaco, chairman of the Company’s Board of Directors, is the trustee of the Trust. The first note had a principal balance of $ 500,000 and was issued in exchange for a new cash payment provided my Mr. Monaco. The second note had a principal balance of $ 145,000 and was issued in exchange for cash advances previously made by Mr. Monaco to the Company. On May 6, 2025, the Company entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP (“MIP”) providing the Company with a $ 3,000,000 revolving line of credit. The MIP Line of Credit allows the Company to request advances thereunder from time to time until May 31, 2027 , the maturity date. Advances made under the MIP Line of Credit bear simple interest at a rate of 12 % per annum, calculated from the date of each respective advance. Accrued interest shall be payable on a monthly basis, no later than the 10th day of the subsequent month. The full outstanding principal balance, together with any accrued and unpaid interest, shall be due and payable in full by the Company on the maturity date. The Company may, at its option, prepay any borrowings under the MIP Line of Credit, in whole or in part, at any time prior to the maturity date, without penalty. Mr. Monaco controls MIP. The Company received an initial advance of $ 1,045,000 under the MIP Line of Credit, which was used to repay (i) a $ 400,000 cash advance previously made by the Trust to the Company (ii) and all outstanding indebtedness under the terms of the Trust Notes, totaling $ 645,000 . Additional advances through May 31, 2025 totaled $ 441,575 , bringing the total amount advanced under the line to $ 1,486,575 as of May 31, 2025. The total amounts due to related parties at May 31, 2025 and February 28, 2025 totaled $ 1,494,191 and $ 61,526 , respectively. NOTE 11 - Stockholders’ Equity Common Stock The Company has 250,000,000 shares of common stock authorized for issuance pursuant to its amended and restated articles of incorporation, as amended (“Charter”). At May 31, 2025 and February 28, 2025, there were 7,691,374 and 1,656,738 shares of common stock, par value $ 0.001 per share, issued and outstanding, respectively. All shares of common stock have equal voting rights, are fully-paid and non-assessable, and are entitled to one vote per share. 16 In the first quarter of 2024, the Company issued 100,000 shares of common stock upon conversion of 100,000 shares of Series G Convertible Preferred Stock, 117,000 shares of common stock upon conversion of 117,000 shares of Series H Preferred, and 192,502 shares of common stock upon conversion of 192,502 shares of Series I Preferred. In the first quarter of 2025, the Company issued 105,000 shares of common stock in connection with various investor relations consulting contracts, 45,642 shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends, 20,000 shares of common stock to Ovation as partial consideration pursuant to the April 1, 2025 Journy.tv Asset Purchase Agreement; 5,000 shares of common stock to ITA as a finder’s fee related to the FSA acquisition; 15,000 shares of common stock pursuant to a consulting contract related to the development and launch of a dedicated beauty and wellness FAST channel; and 5,843,993 shares of common stock to the members of NTG pursuant to the Exchange Agreement, constituting Contingent Shares issuable to the members of NTG upon the achievement of all business milestones. Preferred Stock Under our Charter, our board of directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. The Company is authorized to issue 10,000,000 shares of preferred stock, par value $ 0.001 per share. An aggregate of 3,388,874 and 3,106,616 shares of preferred stock were issued and outstanding at May 31, 2025 and February 28, 2025, respectively, as further discussed below. Series E Convertible Preferred Stock Under the Certificate of Designations of the Series E Preferred Stock, shares of the Company’s Series E Preferred have an initial stated value of $ 1,500 per share (the “Series E Stated Value”). Dividends at the initial rate of 9 % per annum will accrue and, on a monthly basis, shall be payable in kind by the increase of the Series E Stated Value of the Series E Preferred by said amount. The holders of shares of the Series E Preferred have the right at any time to convert all or a portion of the Series E Preferred (including, without limitation, accrued and unpaid dividends and make-whole dividends through the third anniversary of the closing date) into shares of the Company’s common stock at an initial conversion rate determined by dividing the Conversion Amount by the conversion price ($ 0.13 above the consolidated closing bid price for the trading day prior to the execution of the relates stock purchase agreement). The Conversion Amount is the sum of the Stated Series E Value of the shares of Series E Preferred then being converted plus any other unpaid amounts payable with respect to the Series E Preferred being converted plus the “Make Whole Amount” (the amount of any dividends that, but for the conversion, would have accrued at the dividend rate for the period through the third anniversary of the initial issuance date). The Conversion Rate is also subject to adjustment for stock splits, dividends recapitalizations and similar events. At May 31, 2025, 316 shares of Series E Preferred were outstanding, which if converted as of May 31, 2025, including the make-whole dividends, would have resulted in the issuance of 3,415 shares of common stock. Series F Convertible Preferred Stock On January 4, 2024, the Company filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Series F Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993 shares of the Company’s preferred stock as Series F Preferred. The Series F Preferred was designated by the Company in connection with the acquisition of NTH, and, in the event that the Company did not have sufficient shares of common stock available to fulfill its obligations pursuant to the Exchange Agreement governing the terms of the acquisition, shares of Series F Preferred would have been issued to the previous equity holders of NTH in lieu of shares of Company common stock. 17 The terms and conditions set forth in the Series F Certificate of Designation are summarized below: Ranking. The Series F Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series F Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Company’s Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series F Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series F Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series F Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series F Preferred or alter or amend the Series F Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series F Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required to convert all of the outstanding Series F Preferred, each outstanding share of Series F Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series F Conversion Ratio”). Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each, a “Liquidation”), holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. At May 31, 2025, no shares of the Series F Preferred were outstanding. Series G Convertible Preferred Stock On January 26, 2024, the Company filed a Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 100,000 shares of the Company’s preferred stock as Series G Preferred, par value $ 0.001 per share. The terms and conditions set forth in the Series G Certificate of Designation are summarized below: Ranking. The Series G Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series G Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series G Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series G Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series G Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series G Preferred or alter or amend the Series G Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series G Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required to convert all of the outstanding Series G Preferred, each outstanding share of Series G Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series G Conversion Ratio”). Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series G Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Series G Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. 18 Redemption Right . The Company shall have the right to redeem up to 50% of the Series G Preferred for an aggregate price of $1.00 in accordance with the terms of the Perpetual License Agreement. The Company did not exercise its option to repurchase 50% of the Series G Preferred, and all such shares were converted into shares of Company common stock on March 15, 2024. At May 31, 2025, no shares of Series G Preferred were outstanding. Series H Convertible Preferred Stock On January 26, 2024, the Company filed a Certificate of Designation of Series H Convertible Preferred Stock (the “Series H Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 150,000 shares of the Company’s preferred stock as Series H Preferred, par value $ 0.001 per share. The terms and conditions set forth in the Series H Certificate of Designation are summarized below: Ranking. The Series H Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series H Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series H Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series H Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series H Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series H Preferred or alter or amend the Series H Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series H Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required to convert all of the outstanding Series H Preferred, each outstanding share of Series H Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series H Conversion Ratio”). Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series H Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Series H Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. At May 31, 2025, 33,000 shares of Series H Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 33,000 shares of common stock. Series I Convertible Preferred Stock On February 22, 2024, the Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Initial Series I Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 331,124 shares of the Company’s preferred stock as Series I Preferred, par value $ 0.001 per share. On February 25, 2025, the Company filed an amendment to the Initial Series I Certificate of Designation (the “Amendment to Series I Certificate of Designation” and together with the Initial Series I Certificate of Designation, the “Series I Certificate of Designation”) with the Secretary of State of the State of Nevada, to increase the number of shares of Series I Preferred to 692,945 shares. The terms and conditions set forth in the Series I Certificate of Designation are summarized below: Ranking. The Series I Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series I Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series I Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series I Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series I Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series I Preferred or alter or amend the Series I Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series I Preferred, or (c) enter into any agreement with respect to the foregoing. 19 Conversion . On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required to convert all of the outstanding shares of Series I Preferred, each outstanding share of Series I Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series I Conversion Ratio”). Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series I Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series I Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. On August 15, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 4,967 shares of Series I Preferred, at $ 3.02 per share, resulting in gross proceeds to the Company of $ 15,000 . On August 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 24,834 shares of Series I Preferred at $ 3.02 per share, resulting in gross proceeds to the Company of $ 75,000 . On October 1, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 66,225 shares of Series I Preferred at $ 3.02 per share, resulting in gross proceeds to the Company of $ 200,000 . On February 24, 2025, the Company entered into a securities purchase agreement (the “Series I Purchase Agreement”) with certain accredited investors, pursuant to which the Company issued and sold an aggregate of 331,125 restricted shares of Series I Preferred to the purchasers at a purchase price of $ 3.02 per share (the “Series I Offering”), resulting in aggregate gross proceeds to the Company of $ 1,000,000 . In addition, the Company issued 10,000 shares of Series I Preferred at $ 3.02 per share to an outside contractor as payment for outstanding invoices. On February 24 2025, the Company entered into a debt conversion agreement with Greg Miller, an independent contractor of the Company, whereby Mr. Miller and the Company agreed to convert $ 100,000 in deferred consulting fees owed to Mr. Miller into 33,113 shares of Series I Preferred, at a conversion price of $ 3.02 per share, and a warrant to purchase 33,113 shares of common stock (the “Miller Warrant”). The Miller Warrant has an exercise price of $ 4.00 per share, becomes exercisable six months from the issuance date (subject to stockholder approval of removal of the Exchange Cap), and shall expire three years from the initial exercise date (August 24, 2028). Additionally, if stockholder approval is not received by May 1, 2025, then the Miller Warrant shares will increase to 50,000 , and the exercise price will decrease to $ 3.02 . As such approval was not obtained by May 1, 2025, the exercise price of the Miller Warrant was reset to $ 3.02 and the number of shares of common stock issuable upon exercise of the Miller Warrant increased to 50,000 shares as of such date. On February 25, 2025, the Company issued 10,000 shares of Series I Preferred at $ 3.02 per share to the Company’s IT contractor as payment for outstanding invoices. The Series I Preferred shall not be convertible and the Miller Warrant shall not be exercisable into shares of common stock until such date that the Company obtains stockholder approval to remove the Exchange Cap (as described below). At May 31, 2025, 500,442 shares of Series I Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 500,442 shares of common stock. Series J Nonvoting Convertible Preferred Stock On January 3, 2025, the Company filed a Certificate of Designation of Series J Nonvoting Convertible Preferred Stock (the “Series J Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 297,788 shares of the Company’s preferred stock as Series J Preferred, par value $ 0.001 per share. The terms and conditions set forth in the Series J Certificate of Designation are summarized below: Ranking. The Series J Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series J Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. 20 Voting . Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series J Preferred are not entitled to voting rights. However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series J Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series J Preferred or alter or amend the Series J Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series J Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On the third business day after the date that the Company’s stockholders approve the conversion of Series J Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series J Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series J Conversion Ratio”), subject to beneficial ownership limitations. Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series J Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series J Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. On December 31, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company issued and sold an aggregate of 231,788 restricted shares of Series J Preferred, at a purchase price of $ 3.02 per share, resulting in gross proceeds to the Company of $ 700,000 . In addition, the Company issued a total of 66,000 shares of Series J Preferred to four consultants for investor relations services. The Series J Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange Cap. At May 31, 2025, 297,788 shares of Series J Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 297,788 shares of common stock. Series K Nonvoting Convertible Preferred Stock On January 3, 2025, the Company filed a Certificate of Designation of Series K Nonvoting Convertible Preferred Stock (the “Series K Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 60,595 shares of the Company’s preferred stock as Series K Preferred, par value $ 0.001 per share. The terms and conditions set forth in the Series K Certificate of Designation are summarized below: Ranking. The Series K Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series K Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series K Preferred are not entitled to voting rights. However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series K Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series K Preferred or alter or amend the Series K Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series K Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On the third business day after the date that the Company’s stockholders approve the conversion of Series K Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series K Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series K Conversion Ratio”), subject to beneficial ownership limitations. Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series K Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series K Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. 21 On December 31, 2024, the Company issued an aggregate of 60,595 shares of Series K Preferred to a series of investors at a price of $ 3.02 per share as prepaid guaranteed interest in connection with the sale of an aggregate of $ 1,220,000 in promissory notes. The Series K Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange Cap. At May 31, 2025, 60,595 shares of the Series K Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 60,595 shares of common stock. Series L Nonvoting Convertible Preferred Stock On January 3, 2025, the Company filed a Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (the “Initial Series L Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 579,469 shares of the Company’s preferred stock as Series L Preferred, par value $ 0.001 per share. On February 25, 2025, the Company filed an amendment to the Initial Series L Certificate of Designation (the “Series L Preferred Amendment,” and together with the Initial Series L Certificate of Designation, the “Series L Certificate of Designation”) with the Secretary of State of the State of Nevada, to increase the number of shares of the Company’s preferred stock designated as Series L Preferred to 1,076,158 shares. The terms and conditions set forth in the Series L Certificate of Designation are summarized below: Ranking. The Series L Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series L Preferred will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally available therefor, dividends in the amount of 12 % per annum per share of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock), and no more. Dividends on the Preferred Stock shall be fully cumulative, shall accrue without interest and without compounding from the date of first issuance, and shall, if declared by the Board, be payable quarterly in arrears on March 1, June 1, September 1 and December of each year. All dividends on the Preferred Stock shall be payable (i) in shares of Common Stock of the Company at the Nasdaq Closing Price; provided, however, that such prices shall not be less than $ 3.02 per share, or (ii) cash, at the election of a majority of the independent directors. Any dividend which shall not be paid on required dividend date on which it shall become due shall be deemed to be “past due” until such dividend shall be paid or until the share of Preferred Stock with respect to which such dividend became due shall no longer be outstanding, whichever is the earlier to occur. In the event that any dividend becomes “past due” the per annum rate shall increase to 14%. Voting . Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series L Preferred are not entitled to voting rights However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series L Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series L Preferred or alter or amend the Series L Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series L Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On the third business day after the date that the Company’s stockholders approve the conversion of Series L Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series L Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series L Conversion Ratio”), subject to beneficial ownership limitations. Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series L Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series L Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. On December 31, 2024, the Company entered into debt conversion agreements with its chief executive officer, William Kerby, and chairman of the board, Donald P. Monaco (the “Related Parties”), whereby the Related Parties and the Company agreed to convert $ 1.75 million in existing unsecured promissory notes owed to the Related Parties for monies advanced to the Company into an aggregate of 579,469 restricted shares of Series L Preferred, at a purchase price of $ 3.02 per share. 22 On February 24, 2025, the Company entered into debt conversion agreements with its chief executive officer, William Kerby, and chairman of the board, Donald P. Monaco, whereby the Related Parties and the Company agreed to convert $ 500,000 in deferred salary (Mr. Kerby) and $ 1.0 million in existing unsecured promissory notes owed for monies advanced to the Company (Mr. Monaco), respectively, into an aggregate of 496,687 restricted shares of Series L Preferred at a conversion price of $ 3.02 per share. The Series L Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange Cap, subject to beneficial ownership limitations. At May 31, 2025, 1,076,156 shares of the Series L Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 1,076,156 shares of common stock. Series M Nonvoting Convertible Preferred Stock On January 3, 2025, the Company filed a Certificate of Designation of Series M Nonvoting Convertible Preferred Stock (the “Series M Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 165,562 shares of the Company’s preferred stock as Series M Preferred, par value $ 0.001 per share. The terms and conditions set forth in the Series M Certificate of Designation are summarized below: Ranking. The Series M Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series M Preferred will be entitled to dividends, if, as and when declared by the Board out of funds at the time legally available therefor, dividends in the amount of 12 % per annum per share of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock), and no more. Dividends on the Preferred Stock shall be fully cumulative, shall accrue without interest and without compounding from the date of first issuance, and shall, if declared by the Board, be payable quarterly in arrears on March 1, June 1, September 1 and December of each year. All dividends on the Preferred Stock shall be payable (i) in shares of Common Stock of the Company at the Nasdaq Closing Price; provided, however, that such prices shall not be less than $ 3.02 per share, or (ii) cash, at the election of a majority of the independent directors. Any dividend which shall not be paid on required dividend date on which it shall become due shall be deemed to be “past due” until such dividend shall be paid or until the share of Preferred Stock with respect to which such dividend became due shall no longer be outstanding, whichever is the earlier to occur. In the event that any dividend becomes “past due” the per annum rate shall increase to 14%. Voting . Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series M Preferred are not entitled to voting rights. However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series M Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series M Preferred or alter or amend the Series M Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series M Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On the third business day after the date that the Company’s stockholders approve the conversion of Series M Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series M Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series M Conversion Ratio”), subject to beneficial ownership limitations. Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series M Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series M Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. On December 31, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company may issue and sell up to $ 500,000 of restricted shares of Series M Preferred, at a purchase price of $ 3.02 per share. 23 In addition, as part of the Series M Preferred offering, on December 31, 2024, the Company entered into a debt conversion agreement with an existing lender whereby the lender and the Company agreed to convert $ 350,000 in existing unsecured promissory notes plus accrued interest owed to the lender for monies advanced to the Company into shares of Series M Preferred. The Series M Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange Cap. On December 31, 2024, in connection with the foregoing, the Company issued 133,278 shares of Series M Preferred to an investor pursuant to a debt conversion agreement. At May 31, 2025, all 133,278 shares of the Series M Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 133,278 shares of common stock. Series N Nonvoting Convertible Preferred Stock On January 30, 2025, the Company filed a Certificate of Designation of Series N Convertible Preferred Stock (the “Series N Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 500,000 shares of the Company’s preferred stock as Series N Preferred, par value $ 0.001 per share. The terms and conditions set forth in the Series N Certificate of Designation are summarized below: Ranking. The Series N Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series N Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Series N Certificate of Designation, or as otherwise required by the Nevada Revised Statutes, holders of Series N Preferred are not entitled to voting rights. However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series N Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series N Preferred or alter or amend the Series N Certificate of Designation, (ii) amend its Charter, amended and restated bylaws or other charter documents in any manner that adversely effects any rights of the holders of the Series N Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On the third business day after the date that the Company’s stockholders approve the conversion of Series N Preferred into shares of common stock in accordance with the listing rules of Nasdaq, each outstanding share of Series N Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series N Conversion Ratio”), subject to beneficial ownership limitations. Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series N Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series N Conversion Ratio (as defined in the Series N Certificate of Designation), with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. On January 28, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued and sold the purchaser (i) 17,000 restricted shares of Series N Preferred and (ii) warrants to purchase 17,000 shares of Company common stock, at a combined purchase price of $ 5.00 per share and warrant, resulting in gross proceeds to the Company of $ 85,000 . On February 24, 2025, the Company and Blue Fysh entered into a Share Exchange Agreement whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing a 10 % interest in Blue Fysh, in exchange for 483,000 restricted shares of Series N Preferred at an issuance price of $ 5.00 per share (the “BF Share Exchange”). The BF Share Exchange closed on February 28, 2025. The Series N Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange Cap. At May 31, 2025, 500,000 shares of the Series N Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 500,000 shares of common stock. 24 Series O Nonvoting Convertible Preferred Stock On February 6, 2025, the Company filed a Certificate of Designation of Series O Nonvoting Convertible Preferred Stock (the “Series O Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 451,614 shares of the Company’s preferred stock as Series O Preferred, par value $ 0.001 per share. The terms and conditions set forth in the Series O Certificate of Designation are summarized below: Ranking. The Series O Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series O Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Series O Certificate of Designation, or as otherwise required by the Nevada Revised Statutes, holders of Series O Preferred are not entitled to voting rights. However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series O Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series O Preferred or alter or amend the Series O Certificate of Designation, (ii) amend its Charter, amended and restated bylaws or other charter documents in any manner that adversely effects any rights of the holders of the Series O Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On the third business day after the date that the Company’s stockholders approve the conversion of Series O Preferred into shares of common stock in accordance with the listing rules of Nasdaq, each outstanding share of Series O Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series O Conversion Ratio”), subject to beneficial ownership limitations. Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series O Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series O Conversion Ratio (as defined in the Series O Certificate of Designation), with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. On February 6, 2025, in connection with the Company’s acquisition of the initial 49 % of interests in FSA, the Company issued 161,291 shares of Series O Preferred to FSA. On April 9, 2025, in connection with the Company’s acquisition of the remaining 51 % of interests in FSA, the Company issued 161,291 shares of Series O Preferred to the FSA Unitholders. On April 28, 2025, in connection with achievement of all business milestones, the Company issued 120,967 shares of Series O Preferred stock to FSA. The shares of Series O Preferred issued cannot be converted into shares of Company common stock unless and until the Company’s stockholders approve the conversion of Series O Preferred into shares of common stock in accordance with the listing rules of Nasdaq. Upon receipt of such approval, the shares of Series O Preferred outstanding as of such date shall automatically convert into shares of Company common stock, subject to applicable beneficial ownership limitations. At May 31, 2025, 443,549 shares of Series O Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 443,549 shares of common stock Series P Nonvoting Convertible Preferred Stock On February 25, 2025, the Company filed a Certificate of Designation of Series P Nonvoting Convertible Preferred Stock (the “Series P Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 343,750 shares of the Company’s preferred stock as Series P Preferred, par value $ 0.001 per share. The terms and conditions set forth in the Series P Certificate of Designation are summarized below: Ranking . The Series P Preferred rank pari passu to the Company’s common stock. Dividends . Holders of Series P Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. 25 Voting . Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series P Preferred are not entitled to voting rights. However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series P Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series P Preferred or alter or amend the Series P Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series P Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On the third business day after the date that the Company’s stockholders approve the conversion of Series P Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series P Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series P Conversion Ratio”), subject to beneficial ownership limitations. Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series P Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series P Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. On February 26, 2025, the Company entered into an Equity Investment Agreement with AOS Holdings LLC (“AOS”), pursuant to which the Company issued and sold to AOS (i) 93,750 restricted shares of Series P Preferred, (ii) a warrant exercisable in cash to purchase up to 375,000 shares of common stock (the “Cash Warrant”), and (iii) a warrant exercisable in either cash or via cashless exercise (the “Cashless Warrant”) to purchase up to 375,000 shares of common stock, for a combined purchase price of $ 4.00 per share, resulting in gross proceeds to the Company of $ 375,000 . On February 26, 2025, the Company entered into a Debt Exchange Agreement with AOS, whereby AOS and the Company agreed to convert $ 1,000,000 owed to AOS under an existing unsecured promissory note owed for monies advanced to the Company into 250,000 shares of Series P Preferred at a conversion price of $ 4.00 per share. The Series P Preferred shall be convertible into shares of the Company’s common stock on such date that the Company obtains stockholder approval to remove the Exchange Cap, subject to beneficial ownership limitations. At May 31, 2025, 343,750 shares of the Series P Preferred were outstanding, which if converted as of May 31, 2025, would have resulted in the issuance of 343,750 shares of common stock. Stock Options On December 28, 2023, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the adoption of the NextTrip 2023 Equity Incentive Plan (the “2023 Plan”). 7,000,000 shares of common stock have been reserved for issuance under the 2023 Plan., and as of May 31, 2025, 6,443,750 shares are available for future issuance. The Company’s 2013 Equity Incentive Plan expired on March 15, 2023. As such, there were no shares of common stock reserved for future issuance thereunder as of May 31, 2025. On March 26, 2025, under the terms of the 2013 Equity Incentive Plan, all outstanding options terminated upon the change in control effected by the issuance of Contingent Shares pursuant to the Exchange Agreement entered into in connection with the NextTrip Acquisition. During the three months ended May 31, 2025, the Company granted and issued stock options to purchase an aggregate of 556,250 shares of common stock under the 2023 Plan. There were no issuances of options during the three months ended May 31, 2024. The Company generally grants stock options to employees, consultants, and directors at exercise prices equal to the fair market value of the Company’s common stock on the grant date, but not less than 100% of the fair market value. Stock options are typically granted throughout the year and generally vest over a period from one to three years of service and expire five years from the grant date, unless otherwise specified. The Company recognizes compensation expense for the fair value of the stock options over the vesting period for each stock option award. Total stock-based compensation expense included in the statements of operations for the three months ended May 31, 2025 and 2024 was $ 138,325 and $ 16,394 , respectively, all of which is related to stock options. The fair value of stock-based awards was estimated using the Black-Scholes model with the following weighted average assumptions for the three months ended May 31, 2025. There were no grants issued during the three months ended May 31, 2024: Schedule of Share Based Payments Award Stock Options Valuation Assumptions 2025 Dividend yield 0.0 % Risk-free interest rate 3.825 %- 4.06 % Expected volatility 122.5 %- 139.7 % Expected life (in years) 3.32 26 Option activity for the three months ended May 31, 2025 and the year ended February 28, 2025 was as follows: Schedule of Stock Option Activity Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) Options outstanding at February 29, 2024 85,300 60.50 2.52 - Exercised - - - - Forfeited or cancelled ( 8,958 ) 125.65 - - Options outstanding at February 28, 2025 76,342 52.69 1.60 - Granted 556,250 5.15 3.32 - Exercised - - - - Forfeited or cancelled ( 76,342 ) 52.69 - - Options outstanding May 31, 2025 556,250 5.15 3.32 - Options expected to vest in the future as of May 31, 2025 - - 3.32 - Options exercisable at May 31, 2025 556,250 5.15 3.32 - Options vested, exercisable, and options expected to vest at May 31, 2025 556,250 5.15 3.32 - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have an exercise price below the market price of our common stock. At May 31, 2025, no options had an exercise price below the $ 2.05 closing price of our common stock as reported on The Nasdaq Capital Market. At May 31, 2025, there was no unrecognized stock-based compensation expense related to unvested stock options. Stock Appreciation Rights The purposes of the 2020 Stock Appreciation Rights Plan (the “2020 SAR Plan”) are to: (i) enable the Company to attract and retain the types of employees, consultants, and directors (collectively, “Service Providers”) who will contribute to the Company’s long-range success; (ii) provide incentives that align the interests of Service Providers with those of the stockholders of the Company; and (iii) promote the success of the Company’s business. The 2020 SAR Plan provides for incentive awards that are only in the form of stock appreciation rights payable in cash (“SARs”). No shares of common stock are reserved or will be issued pursuant to the 2020 SAR Plan. SARs may be granted to any Service Provider. A SAR is the right to receive an amount equal to the Spread with respect to a share of the Company’s common stock (a “Share”) upon the exercise of the SAR. The “Spread” is the difference between the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of exercise of the SAR. The exercise price per share will not be less than 100% of the fair market value of a Share on the date of grant of the SAR. The administrator of the 2020 SAR Plan will have the authority to, among other things, prescribe the terms and conditions of each SA R, including, without limitation, the exercise price and vesting provisions, and to specify the provisions of the SAR Agreement relating to such grant. On March 26, 2025, under the terms of the 2020 SAR Plan, all outstanding unvested SARs became immediately vested and exercisable upon the change in control effected by the issuance of Contingent Shares pursuant to the Exchange Agreement entered into in connection with the NextTrip Acquisition. The Company did not grant any SARs during the three months ended May 31, 2025 or May 31, 2024. The Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the vesting period for each SAR award. The SARs are revalued at each reporting date in accordance with ASC 718 “Compensation-Stock Compensation,” and any changes in fair value are reflected in the Statement of Operations as of the applicable reporting date. 27 SARs activity for the three months ended May 31, 2025 and the year ended February 28, 2025 was as follows: Schedule of Stock Option Activity SARs Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) SARs outstanding at February 29, 2024 40,390 44.77 2.99 - Exercised - - - - Forfeited or cancelled ( 167 ) 37.4 - - SARs outstanding at February 28, 2025 40,223 44.80 1.99 - Granted - - - - Exercised - - - - Forfeited or cancelled - - - - SARs outstanding May 31, 2025 40,223 44.80 1.73 - SARs expected to vest in the future as of May 31, 2025 - - - - SARs exercisable at May 31, 2025 40,223 44.80 1.73 - SARs vested, exercisable, and SARs expected to vest at May 31, 2025 40,223 44.80 1.73 - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have an exercise price below the market price of our common stock. At May 31, 2025, no SARs had an exercise price below the $ 2.05 closing price of our common stock as reported on The Nasdaq Capital Market. At May 31, 2025, there was no unrecognized stock-based compensation expense related to unvested SARs. Warrants The fair value of warrants issued during the three months ended May 31, 2025 was estimated using the Black-Scholes model with the following assumptions. There were no warrants issued for the three months ended May 31, 2024: Assumptions: Schedule of Share Based Payments Award Stock Options Valuation Assumptions 2025 Dividend yield 0.0 % Risk-free interest rate 3.1 %- 4.1 % Expected volatility 156.4 %- 160.5 % Expected life (in years) 3.0 - 3.5 Warrant activity for the three months ended May 31, 2025 and the year ended February 28, 2025 was as follows: Schedule of Warranty Activity Warrants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Warrants outstanding at February 29, 2024 486,165 9.94 1.96 Granted 2,637,887 4.80 4.24 Exercised ( 104,965 ) 3.02 - Forfeited or cancelled ( 3,202 ) - - Warrants outstanding at February 28, 2025 3,015,885 5.36 3.84 Granted 96,887 4.24 4.56 Exercised - - - Forfeited or cancelled - - - Warrants outstanding at May 31, 2025 3,112,772 5.31 3.62 NOTE 12 - Subsequent Events The Company’s management has evaluated subsequent events after the balance sheet dated as of May 31, 2025 through July 15, 2025, the date of this report. On July 1, 2025, pursuant to the terms of the Alumni Note, the Company repaid the entire amount of the outstanding principal, including the discount, plus accrued interest thereon. As a result of such repayment, the Alumni Note terminated and the Company has no further obligations under the Alumni Note. 28