UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38015

NEXTTRIP, INC.

(Exact name of registrant as specified in its charter)

nevada

27-1865814

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

~~3900 Paseo~~1560 ~~del~~Sawgrass ~~Sol~~Corporate Parkway, Suite 400

~~Santa Fe~~Sunrise, ~~New~~Florida ~~Mexico 87507~~33323

(Address of principal executive offices)

(954) 526-9688

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NTRP		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of ~~January~~July 1314, 2026, the issuer had 1314,~~666~~919,~~807~~927 shares of common stock outstanding, inclusive of 96,774 shares of common stock classified as mezzanine equity.

NEXTTRIP, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS 3 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 35 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 5658 ITEM 4. CONTROLS AND PROCEDURES 5658 PART II - OTHER INFORMATION 5760 ITEM 1. LEGAL PROCEEDINGS 5760 ITEM 1A. RISK FACTORS 5760 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 5760 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 5862 ITEM 4. MINE SAFETY DISCLOSURES 5862 ITEM 5. OTHER INFORMATION 5862 ITEM 6. EXHIBITS 5862 SIGNATURES 5963

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	November 30, 2025			February 28, 2025
	May 31, 2026			February 28, 2026
	(unaudited)
ASSETS
Cash and cash equivalents	$	2803,~~427,299~~490		$	1,~~062~~696,~~367~~090
Accounts receivable, net		~~372~~252,~~438~~375			22119,~~567~~168
Prepaid expenses and other current assets		1,~~501~~436,~~534~~115			1,~~380~~336,~~575~~026
Total Current Assets		42,~~301~~491,~~271~~980			23,~~465~~151,~~509~~284
Non-Current Assets
Property and equipment, net		~~2,232~~974			41,~~119~~603
Intangible assets, net		34,~~809~~159,~~004~~741			24,~~127~~258,~~368~~220
Security deposit		40,167			3040,167
Goodwill		3,123,684			13,~~167~~123,~~805~~684
Equity investments		2,~~415~~502,000			32,~~407~~502,~~610~~000
Other prepaid assets		733,575			733,575
Total Non-Current Assets		9,826,566			9,925,674
Total Non-Current Assets		10,123,662			7,470,644
Total Assets	$	12,318,546		$	13,076,958
Total Assets	$	14,424,933		$	9,936,153
LIABILITIES
Current Liabilities
Accounts payable	$	1959,~~238,095~~794		$	1725,~~184,404~~541
Accrued expenses		~~857~~953,~~523~~574			~~721~~748,~~382~~103
Deferred revenue		1848,~~692,424~~526			971,~~770~~655,990
Derivative liability		8030,000			-80,000
Contingent consideration		~~180~~190,000			-180,000
Note payable		1,003,353			506,004
Licensing & royalty payment obligations, current portion		198,698			136,582
Notes payable - related parties		-			61,526
Note payable		310,817			386,072
Notes payable		-			61,526
Notes payable - related parties		600,000			-
Total Current Liabilities		5,051,395			2,571,086
Notes payable		600,000			-
Total Current Liabilities		4,091,409			3,912,288
Non-Current Liabilities
SBA EIDL loan		9897,~~358~~994			-98,179
Line of Credit – related parties		3,000,000			-
Licensing & royalty payment obligations, net of current portion		232,116			305,090
Total Non-Current Liabilities		3,098,358			-
Line of Credit – related parties		3,000,000			3,000,000
Total Liabilities		8,149,753			2,571,086
Total Non-Current Liabilities		3,330,110			3,403,269
Commitments and Contingencies		-			-
Total Liabilities		7,421,519			7,315,557
Commitments and Contingencies (Note 13)		-			-
Mezzanine Equity
Common Stock, par value $0.001; 250,000,000 shares authorized; 96,774 and 0 shares issued and outstanding, respectively		387,000			-
Preferred Stock, par value $0.001; 10,000,000 shares authorized; 408,421 and 0 shares issued and outstanding, respectively		807,997			-
Common Stock, par value $0.001; 250,000,000 shares authorized; 96,774 and 96,774 shares issued and outstanding, respectively		387,000			387,000
Total Mezzanine Equity		1,194,997			387,000
Stockholder’s Equity
Preferred Stock, par value $0.001; 10,000,000 shares authorized; 33,316 and 3,106,616 shares issued and outstanding, respectively		34			3,107
Preferred Stock, par value $0.001; 10,000,000 shares authorized; 150,316 and 100,316 shares issued and outstanding, respectively		151			101
Common Stock, par value $0.001; 250,000,000 shares authorized; 12,552,742 and 1,656,738 shares issued and outstanding, respectively		12,552			1,657
Common Stock, par value $0.001; 250,000,000 shares authorized; 14,396,694 and 13,978,171 shares issued and outstanding, respectively		14,398			13,979
Additional Paid in Capital		5157,~~114~~430,~~785~~060			4155,~~710~~957,~~126~~740
Accumulated deficit		(4553,~~239~~742,~~191~~579	)		(3450,~~349~~597,~~823~~419	)
Total Stockholders’ Equity		53,~~888~~702,~~180~~030			75,~~365~~374,~~067~~401
Total Liabilities, Mezzanine and Stockholders’ Equity	$	1412,~~424~~318,~~933~~546		$	913,~~936~~076,~~153~~958

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended November 30,						Nine Months Ended November 30,
	2026			2025
	2025			2024			2025			2024
	Three Months Ended May 31,
Revenue	$	1,200,130		$	74,635		$	2,096,605		$	417,926
	2026			2025
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		982,652			76,751			1,674,646			405,788
Revenue	$	1,451,735		$	138,827
Gross profit (loss)		217,478			(2,116	)		421,959			12,138
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		(1,243,636	)		(99,921	)
Operating Expenses:
Gross profit (loss)		208,099			38,906
Salaries and benefits		669,131			690,524			2,061,580			1,946,035
Operating Expenses:
Stock based compensation		-			6,227			138,325			36,463
Salaries and benefits		907,401			696,914
General and administrative		62,094			31,533			124,418			80,764
Stock based compensation		(13,660	)		138,325
Sales and marketing		60,080			30,529			324,560			238,065
General and administrative		34,626			30,588
Professional service fees		1,787,116			517,760			4,385,664			1,413,660
Sales and marketing		134,848			90,035
Technology		310,217			227,845			879,053			553,536
Professional service fees		1,286,371			1,149,476
Organization costs		54,901			40,030			2,524,676			149,219
Technology		254,728			321,815
Depreciation and amortization		272,628			148,803			695,902			531,803
Organization costs		50,104			1,999,670
Other expenses		86,093			78,160			215,175			257,814
Depreciation and amortization		336,669			206,650
Total Operating Expenses		3,302,260			1,771,411			11,349,353			5,207,359
Provision for credit loss		65,561			-
Operating loss		(3,084,782	)		(1,773,527	)		(10,927,394	)		(5,195,221	)
Other expenses		65,204			45,170
Other Income (Expenses)
Total Operating Expenses		3,121,852			4,678,643
Other Income (expense)		149,517			-			1,272,761			-
Operating loss		(2,913,753	)		(4,639,737	)
Gain (loss) on derivative liability		40,000			-			50,000			-
Other Income (Expenses)
Gain (loss) on extinguishment of liability		(25,500	)		-			(95,600	)		-
Loss on extinguishment of liability		-			(70,100	)
Interest income (expense), net		(354,801	)		(236,302	)		(919,413	)		(335,754	)
Gain on derivative liability		40,000			-
Total Other Income (Expense)		(190,784	)		(236,302	)		307,748			(335,754	)
Interest income (expense), net		(251,583	)		(276,333	)
Net income (loss) from continuing operations before taxes		(3,275,566	)		(2,009,829	)		(10,619,646	)		(5,530,975	)
Other income (expense)		(133	)		540,245
Provision for income taxes		-			-			-			-
Total Other Income (Expense)		(211,716	)		193,812
Net income (loss) from continuing operations before share of net income (loss) in equity method investee		(3,275,566	)		(2,009,829	)		(10,619,646	)		(5,530,975	)
Net loss before provision for income taxes		(3,125,469	)		(4,445,925	)
Share of net income (loss) of equity method investee		-			-			(11,307	)		-
Provision for income taxes		-			-
Net gain (loss) from continuing operations	$	(3,275,566	)	$	(2,009,829	)	$	(10,630,953	)	$	(5,530,975	)
Net loss before share of net loss in equity method investee		(3,125,469	)		(4,445,925	)
Net gain (loss) from discontinued operations, net of taxes		-			566			-		$	8,344
Share of net loss of equity method investee		-			(11,307	)
Net income (loss)	$	(3,275,566	)	$	(2,009,263	)	$	(10,630,953	)	$	(5,522,631	)
Net loss	$	(3,125,469	)	$	(4,457,232	)
Preferred dividends		(1019,~~689~~691	)		(1064,~~688~~463	)		~~(258,415~~	)		~~(32,063~~	)
Net Income (Loss) Applicable to Common Stockholders	$	(3,286,255	)	$	(2,019,951	)	$	(10,889,368	)	$	(5,554,694	)
Net Loss Applicable to Common Stockholders	$	(3,145,160	)	$	(4,521,695	)
Basic and diluted loss per common share from continuing operations	$	(0.37	)	$	(0.35	)	$	(1.39	)	$	(1.35	)
Basic and diluted loss per common share	$	(0.22	)	$	(0.68	)
Basic and diluted loss per common share from discontinued operations	$	-		$	-		$	-		$	-
Basic and diluted weighted average number of common shares		14,316,703			6,585,197
Basic and diluted loss per common share	$	(0.37	)	$	(0.35	)	$	(1.39	)	$	(1.35	)
Basic and diluted weighted average number of common shares		8,965,103			5,811,765			7,821,210			4,116,003

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

For the Three Months Ended ~~November~~May 3031, ~~2025~~2026, and ~~November~~May 3031, ~~2024~~2025

	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, August 31, 2025		3,388,874		$	3,389			8,117,979	$	8,118	$	47,532,965		$	(41,952,936	)	$	5,591,536
Balances, February 28, 2026		100,316		$	101			13,978,171	$	13,979	$	55,957,740		$	(50,597,419	)	$	5,374,401
Net income (loss)		-			-			-		-		-			(3,275,566	)		(3,275,566	)
Net loss		-			-			-		-		-			(3,125,469	)		(3,125,469	)
Preferred stock dividends		-			-			-		-		10,~~689~~688			(1019,~~689~~691	)		-(9,003	)
Issuance of securities pursuant to private placements		8150,~~250~~000			8150			~~600~~54,~~934~~582		~~601~~54		2299,~~074,618~~997			-			~~2,075,~~300,101
Issuance of common shares for third party services		-			-			~~304~~280,~~992~~140		~~305~~281		1769,~~343,635~~886			-			1770,~~343,940~~167
Issuance of Securities in connection with debt conversion		47,803			48			-		-		152,922			-			152,970
Issuance of investor warrants pursuant to preferred private placement		-			-			-		-		132,990			-			132,990
Conversion of preferred shares to common shares pursuant to shareholder approval		(3,484,611	)		(3,484	)		3,484,611		3,484		-			-			-
Issuance of placement agent warrants pursuant to preferred private placement		-			-			-		-		50,003			-			50,003
Cashless exercise of warrants		-			-			44,226		44		(44	)		-			-
Issuance of securities for equity investments		-			-			70,000		70		227,430			-			227,500
Balances, November 30, 2025		33,316		$	34			12,552,742	$	12,552	$	51,114,785		$	(45,239,191	)	$	5,888,180
Offering costs		-			-			-		-		(5,000	)		-			(5,000	)
Stock based compensation		-			-			13,801		14		(13,674	)		-			(13,660	)
Balances, May 31, 2026		150,316		$	151			14,396,694	$	14,398	$	57,430,060		$	(53,742,579	)	$	3,702,030

	Preferred Stock				Common Stock				Additional
	Shares Outstanding		Preferred Stock		Shares Outstanding		Common Stock		Paid-in Capital			Accumulated Deficit			Total
Balances, August 31, 2024		93,295	$	94		1,388,641	$	1,389	$	27,550,296		$	(27,685,882	)	$	(134,103	)
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		-		-		-		-		-			(2,009,263	)		(2,009,263	)
Balance		3,106,616	$	3,107		1,656,738	$	1,657	$	41,710,126		$	(34,349,823	)	$	7,365,067
Preferred stock dividends		-		-		-		-		10,688			(10,688	)		-
Net Loss		-		-		-		-		-			(4,457,232	)		(4,457,232	)
Issuance of convertible preferred shares		132,225		132		-		-		399,188			-			399,320
Preferred Stock Dividends		-		-		45,643		46		64,417			(64,463	)		-
Issuance of common shares for third party services		-		-		40,851		41		124,315			-			124,356
Preferred Shares Issued for FSA Travel, LLC acquisition		282,258		282		-		-		875,359			-			875,641
Warrants Issued in Connection with Bridge Loan Financing		-		-		-		-		198,117			-			198,117
Issuance of common shares for Journy.tv asset acquisition		-		-		20,000		20		115,180			-			115,200
Stock Based Compensation		-		-		-		-		6,227			-			6,227
Issuance of common shares pursuant to reverse acquisition of Sigma		-		-		5,843,993		5,844		(5,844	)		-			-
Balances, November 30, 2024		225,520	$	226		1,429,492	$	1,430	$	28,288,831		$	(29,705,833	)	$	(1,415,346	)
Issuance of common shares for services		-		-		125,000		125		476,075			-			476,200
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 based compensation		-		-		-		-		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
Balance		3,388,874		3,389		7,691,374		7,692		45,530,355			(38,871,518	)		6,669,918

See accompanying notes to condensed financial statements.

For the Nine Months Ended November 30, 2025, and November 30, 2024

	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		-			-			-		-		-			(10,630,953	)		(10,630,953	)
Preferred stock dividends		-			-			81,925		82		258,333			(258,415	)		-
Issuance of preferred shares 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 securities pursuant to private placements		81,250			81			762,026		762		2,560,957			-			2,561,800
Issuance of common shares pursuant to reverse acquisition of Sigma		-			-			5,843,993		5,844		(5,844	)		-			-
Issuance of common shares for third party services		-			-			659,223		659		2,598,400			-			2,599,059
Securities issued in connection with debt conversion		47,803			48			-		-		317,886			-			317,934
Warrants issued in connection with bridge loan financing		-			-			-		-		177,398			-			177,398
Cashless exercise of warrants		-			-			44,226		44		(44	)		-			-
Conversion of preferred shares to common shares pursuant to shareholder approval		(3,484,611	)		(3,484	)		3,484,611		3,484		-			-			-
Issuance of securities for directors’ services		-			-			-		-		2,368,709			-			2,368,709
Issuance of stock options to employees		-			-			-		-		138,325			-			138,325
Balances, November 30, 2025		33,316		$	34			12,552,742	$	12,552	$	51,114,785		$	(45,239,191	)	$	5,888,180

	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
Balances		472,996		$	474			936,430	$	936	$	27,277,758	$	(24,151,139	)	$	3,128,029
Net loss		-			-			-		-		-		(5,522,631	)		(5,522,631	)
Net income (loss)		-			-			-		-		-		(5,522,631	)		(5,522,631	)
Preferred stock dividends		-			-			-		-		32,063		(32,063	)		-
Issuance of convertible preferred shares		162,026			162			-		-		489,158		-			489,320
Issuance of common shares for conversion of preferred stock		(409,502	)		(410	)		409,502		410		-		-			-
Issuance of common shares for third party services		-			-			42,709		43		130,957		-			131,000
Issuance of Common Shares as Commitment Shares		-			-			40,851		41		124,315		-			124,356
Warrants Issued in Connection with Bridge Loan Financing		-			-			-		-		198,117		-			198,117
Stock Based Compensation		-			-			-		-		36,463		-			36,463
Balances, November 30, 2024		225,520		$	226			1,429,492	$	1,430	$	28,288,831	$	(29,705,833	)	$	(1,415,346	)
Balances		225,520		$	226			1,429,492	$	1,430	$	28,288,831	$	(29,705,833	)	$	(1,415,346	)

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	May 31, 2026			May 31, 2025
	November 30, 2025			November 30, 2024
	Three Months Ended
	May 31, 2026			May 31, 2025
OPERATING ACTIVITIES
Net Income (Loss) – Continuing Operations	$	(103,~~630~~125,~~953~~469	)	$	(54,~~530~~457,~~975~~232	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Noncash Expenses:
Depreciation and amortization – property and equipment and intangibles		~~695~~336,~~902~~669			~~531~~206,~~803~~650
Amortization of debt discount		~~648~~113,~~585~~533			~~157~~231,~~280~~740
Amortization of prepaid expenses		2,376,669			-
Provision for credit loss		65,561			-
Write-off of capitalized technology expenses		19,550			-
Gain on derivative liability		(40,000	)		-
Gain on derivative liability		(50,000	)		-
Shares issued for professional services		552,952			694,912
Stock-based compensation - employees		~~138~~(13,~~325~~660	)		36138,~~463~~325
Stock-based compensation - directors		~~2,368,709~~-			-1,948,544
Stock-based compensation		~~2,368,709~~-			-1,948,544
Issuance of preferred stock for third party services		-			199,320
Loss on extinguishment of liability		-			70,100
Issuance of commitment shares		-			124,356
Loss on extinguishment of liability		95,600			-
Change in Assets and Liabilities:
Accounts receivable		(~~349~~133,~~871~~207	)		18(87,~~329~~554	)
Prepaid expenses		281,216			(152,452	)
Related party receivable		(65,561	)		-
Accounts payable and accrued expenses		427,410			1,518,161
Prepaid expenses		344,626			183,327
Deferred revenue		1,537,998			(49,724	)
Accounts payable and accrued expenses		439,724			(280,955	)
Security deposit		(10,000	)		3,742
Deferred revenue		(807,464	)		210,728
NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS		(2,450,860	)		(3,143,697	)
Licensing & royalty payment obligations, current portion		62,116			-
NET CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS		-			8,344
Licensing & royalty payment obligations, net of current portion		(72,974	)		-
NET CASH USED IN OPERATING ACTIVITIES		(2,450,860	)		(3,135,353	)
SBA loan		(185	)		98,757
NET CASH USED IN OPERATING ACTIVITIES		(2,343,339	)		(1,042,658	)
INVESTING ACTIVITIES
Capitalized software development costs		(~~109~~237,~~000~~561	)		(~~468~~81,~~751~~503	)
TA Pipeline LLC acquisition		(443,168	)		-
FSA Travel LLC acquisition		-			(900,000	)
FSA Travel LLC acquisition		(900,000	)		-
JOURNY.tv asset purchase		-			(300,000	)
JOURNY.tv asset purchase		(300,000	)		-
NET CASH USED IN INVESTING ACTIVITIES		(237,561	)		(1,281,503	)
NET CASH USED IN INVESTING ACTIVITIES		(1,752,168	)		(468,751	)
FINANCING ACTIVITIES
Proceeds from issuance of convertible preferred shares		260,000			290,000
Proceeds from issuance of preferred shares		150,000			-
Proceeds from issuance of common shares		2150,~~301,800~~100			-
Notes Payable		~~292~~(101,~~735~~800	)		~~863~~192,~~556~~700
Advances from related parties		2600,~~713,425~~000			21,~~142~~200,~~128~~000
NET CASH PROVIDED BY FINANCING ACTIVITIES		5,567,960			3,295,684
Proceeds from issuance of Mezzanine Equity		1,015,000			-
NET CHANGE IN CASH FOR PERIOD		1,364,932			(308,420	)
Offering Costs		(125,000	)		-
CASH AT BEGINNING OF PERIOD		1,062,367			323,805
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,688,300			1,392,700
CASH AT END OF PERIOD	$	2,427,299		$	15,385
NET CHANGE IN CASH FOR PERIOD		(892,600	)		(931,461	)
CASH AT BEGINNING OF PERIOD		1,696,090			1,062,367
CASH AT END OF PERIOD	$	803,490		$	130,906
Supplemental Disclosures:
Noncash Investing and Financing Activities Disclosure:
Issuance of preferred shares pursuant to FSA Travel, LLC acquisition	$	~~875,641~~-		$	-875,641
Issuance of common shares pursuant to JOURNY.tv asset purchase	$	~~115,200~~-		$	-115,200
Issuance of common shares pursuant to TA Pipeline LLC acquisition		387,000			-
Issuance of common shares for third party services	$	770,167		$	476,200
Issuance of common shares for third party services	$	2,599,059		$	131,000
Issuance of common stock warrants in connection with private placement	$	50,003		$	-
Issuance of securities pursuant to debt conversions	$	317,934		$	-
Preferred stock dividends	$	19,691		$	64,463
Issuance of common stock warrants in connection with bridge financing	$	177,398		$	198,117
Preferred stock dividends	$	258,415		$	32,063
Disclosure of Cash Paid for:
Interest	$	~~114~~26,~~363~~381		$	4023,~~764~~159
Income Taxes	$	-		$	-

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~November~~May 3031, ~~2025~~2026

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~~1560 ~~Paseo~~Sawgrass ~~del~~Corporate ~~Sol~~Parkway, ~~Santa~~Suite Fe400, ~~New~~Sunrise ~~Mexico~~Florida ~~87507~~33323. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, NextTrip Holdings Inc. incorporated on October 22, 2015, Extraordinary Vacations USA, Inc., incorporated on June 24, 2002, Five Star Alliance, LLC, organized on March 9, 2018, and TA Pipeline, LLC, organized on July 1, 2021.

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.

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 ~~November~~May 3031, ~~2025~~2026, and February 28, ~~2025~~2026, the Company had an accumulated deficit of $4553,~~239~~742,~~191~~579 and $3450,~~349~~597,~~823~~419, respectively, and working capital deficit of $~~750~~1,~~124~~599,429 and $~~105~~761,~~577~~004, 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 ~~November~~May 3031, ~~2025~~2026 and ~~2024~~2025 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~~2026. The results of operations for the period ended ~~November~~May 3031, ~~2025~~2026 are not necessarily indicative of the operating results for the full year.

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.

Fair Value of Financial Instruments - The Company applies ASC 820, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

	●	Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	●	Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	●	Level 3 - inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables, accounts payable, and accrued liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

Put Option

The Company does not use derivative instruments for hedging of market risk or for trading or speculative purposes. The derivative liability at ~~November~~May 3031, ~~2025~~2026 results from an option (the “Put Option”), which is embedded in the restricted common shares issued by the Company pursuant to the acquisition of TA Pipeline LLC (“TA”).

On August 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with TA and the members of TA (the “TA Members”), pursuant to which the Company purchased all of the issued and outstanding membership interests of TA from the TA Members (the “TA Acquisition”), resulting in TA becoming a wholly owned subsidiary of the Company. The TA Acquisition closed on August 6, 2025 (the ‘Closing Date”).

109

In the event that the Fair Market Value of the Company’s common stock is less than $3.10 (the “Base Price”) during the three month period starting on the earlier of (1) the date on which the restricted shares of the Company’s common stock becomes eligible for public resale, and (2) the date that is twelve months after the Closing Date, each TA Member shall have the limited, one time option to exercise one of the following rights as to some or all of their outstanding TA Closing Shares and TA Milestone Shares (together the “TA Acquisition Shares”), by delivering notice to the Company: (i) the right to require the Company to repurchase from the TA Member all or any portion of their outstanding TA Acquisition Shares at the Base Price; (ii) the right to require the Company to issue to such TA Member that number of additional shares of Company common stock (the “Top Up Shares”) as is necessary to make the aggregate value of the number of TA Acquisition Shares (based on the Fair Market Value) equal to the original aggregate value of the TA Acquisition Shares (based on the Base Price) for the number of TA Acquisition Shares specified in the exercise notice; and (iii) the right to require the Company to pay to such TA Member, in cash, an amount equal to the product of (x) the number of TA Acquisition Shares specified in the exercise notice and (y) the positive difference, if any, between the Base Price and the Fair Market Value.

Pursuant to ASC 815, management evaluated the Put Option embedded in the common shares and determined that such Put Option required bifurcation and will be accounted for as a derivative liability. The Put Option applicable to the TA Acquisition Shares will be marked to market at each reporting period.

Classification of TA Pipeline Closing Shares

Although the 96,774 TA Closing Shares are legally common stock, they are classified as mezzanine equity on the consolidated balance sheet due to contingent redemption rights resulting from derivative liability provisions that could require cash or share settlement outside the Company’s control.

Accordingly, these shares are presented outside of permanent stockholders’ equity and below total liabilities. The Company will continue to classify the shares as mezzanine equity until such time as the redemption provisions lapse or are removed, or until settlement occurs.

Initial and Subsequent Measurement

The carrying amount of instruments recorded within mezzanine equity are not adjusted below initial measurement. The TA Acquisition Shares were initially recorded at $4.00 per share, which was the closing prices of our stock on the acquisition date. The Put Option has an exercise price of $3.10 per share. As such, the TA Acquisition Shares will not be subsequently remeasured in future reporting periods

TA Milestone Payment

In addition to the TA Closing Consideration, and as further consideration for the TA Acquisition, the Company is required to make an additional payment to the TA Members in the form of an earnout (the “TA Milestone Payment”), which shall be in an amount equal to five percent (5%) of the net revenues generated by TA during the 12 month period after the Closing Date (the “Milestone Period”), up to a maximum of $200,000. The TA Milestone Payment shall be paid to the TA Members within 10 days following completion of the Milestone Period and will be payable fifty percent (50%) in cash and fifty percent (50%) in restricted shares of Company common stock (the “TA Milestone Shares”. The TA Milestone Payment is classified as a liability pursuant to ASC 480 since the Company may be required to repurchase the TA Milestone Shares upon the occurrence of certain events outside the Company’s control. As such. the TA Milestone Payment will be marked to market at each reporting period.

The fair values of the Put Option and the TA Milestone Payment measured on a recurring basis are as follows:

November 30, 2025

Date of Issuance – August 6, 2025

Fair Value

Input Level

Fair Value

Input Level

Fair Value

Input Level

Fair Value

Input Level

May 31, 2026

Date of Issuance – August 6, 2025

Derivative liability – Put Option

80,000

Level 3

130,000

Level 3

Fair Value

Input Level

Fair Value

Input Level

Contingent Consideration – TA Milestone Payment

180,000

Level 3

180,000

Level 3

Derivative liability – Put Option

30,000

Level 3

130,000

Level 3

Contingent Consideration – TA Milestone Payment

190,000

Level 3

180,000

Level 3

The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3):

	~~Put Option~~	Put Option		~~TA Milestone Payment~~	TA Milestone Payment
Fair Value on Issuance Date	$	130,000		$	180,000
Change in fair value	$	(50100,000	)		-10,000
Fair value on November 30, 2025	$	80,000		$	180,000
Fair value on May 31, 2026	$	30,000		$	190,000

Helena Global Investment Opportunities 1 Ltd. Private Placement

Classification of Redeemable Convertible Preferred Stock

The Company classifies its Series B Convertible Preferred Stock as mezzanine equity in accordance with ASC 480-10-S99-3A because the redemption obligation, while at a fixed date, is not unconditional from the Company’s perspective. The holder retains the right to convert the Series B Preferred Stock into Common Stock at any time prior to the mandatory redemption date and the right to elect a one-time extension of the mandatory redemption date. As a result, whether redemption occurs (in cash) or is settled through conversion (in shares), and the timing of any such redemption, is outside the Company’s sole control. The Series B Convertible Preferred Stock is presented between liabilities and stockholders’ equity on the balance sheet.

Initial Measurement

Proceeds from the issuance of the Series B Convertible Preferred Stock and detachable Investor Warrant are allocated to the two freestanding instruments using the relative fair value method pursuant to ASC 470-20-25-2. The portion of proceeds allocated to the Investor Warrant is credited to additional paid-in capital. The portion of proceeds allocated to the Series B Convertible Preferred Stock, net of debt issuance costs and original issue discount associated with issuance fee shares issued for no consideration, represents the initial carrying value of the mezzanine preferred.

Subsequent Measurement

The mezzanine carrying value of the Series B Convertible Preferred Stock is accreted to its redemption value over the period from issuance to the mandatory redemption date using the effective interest method. Accretion and stated dividends accrued on the Series B Convertible Preferred Stock are recognized as charges to retained earnings (deemed dividends to the holder) and reduce net income available to common shareholders for purposes of basic and diluted earnings per share calculations pursuant to ASC 260-10-S99. Accreted amounts and dividends are not recognized as interest expense in the income statement.

Warrants

The Company evaluates each freestanding warrant issued in connection with the Series B Convertible Preferred Stock for liability versus equity classification under ASC 815-40 at the issuance date and at each subsequent reporting date. The Investor Warrant and the Placement Agent Warrants are each classified as equity instruments at issuance based on the warrants’ indexation to the Company’s own stock and settlement provisions (including the absence of any cash-settled Black-Scholes payout obligation upon a Fundamental Transaction).

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.

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 ~~November~~May 3031, ~~2025~~2026 and ~~2024~~2025, the Company had the following common shares underlying these instruments:

	November 30,
	2026		2025
	2025		2024
	May 31,
Warrants		3,328,651		679,737
	2026		2025
Stock Options		806,250		78,867
Warrants		4,957,011		3,112,772
Preferred Stock		36,519		228,514
Stock Options		1,114,825		556,250
Total Underlying Common Shares		4,171,420		987,118
Preferred Stock		565,311		3,391,974
Total Underlying Common Shares		6,637,147		7,060,996

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 three ~~and nine~~ months ended ~~November~~May 3031, ~~2025~~2026, and ~~2024~~2025:

	Three Months Ended November 30,						Nine Months Ended November 30,
	2026			2025
	2025			2024			2025			2024
	Three Months Ended May 31,
Loss from continuing operations	$	(3,275,566	)	$	(2,009,829	)	$	(10,630,953	)	$	(5,530,975	)
	2026			2025
Preferred dividends	$	(10,689	)	$	(10,688	)	$	(258,415	)	$	(32,063	)
Net loss	$	(3,125,469	)	$	(4,457,232	)
Loss from continuing operations applicable to common stockholders		(3,286,255	)		(2,020,517	)		(10,889,368	)		(5,563,038	)
Preferred dividends	$	(19,691	)	$	(64,463	)
Gain (loss) from discontinued operations applicable to common stockholders		-			566			-			8,344
Net loss applicable to common stockholders	$	(3,145,160	)	$	(4,521,695	)
Net loss applicable to common stockholders	$	(3,286,255	)	$	(2,019,951	)	$	(10,889,368	)		(5,554,694	)
Weighted average number of common shares outstanding used in loss per share during the period (denominator)		14,316,703			6,585,197
Weighted average number of common shares outstanding used in loss per share during the period (denominator)		8,965,103			5,811,765			7,821,210			4,116,003

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 ~~November~~May 3031, ~~2025~~2026, the Company had outstanding warrants to purchase 34,~~328~~957,~~651~~011 shares of common stock; stock options exercisable for ~~806~~1,~~250~~114,825 shares of common stock; ~~316~~150,000 shares of Series E ~~Preferred~~A ~~Stock~~preferred stock (“Series EA Preferred”), which could be converted into 3150,~~519~~000 shares of common stock, ~~and~~408,421 shares 33of Series B Preferred Stock (“Series B Preferred”) which could be converted into 411,~~000~~689 shares of common stock, and ~~Series~~316 Hshares ~~Convertible~~of Series E Preferred Stock (“Series HE Preferred”), ~~convertible~~which could be converted into 333,~~000~~622 shares of common stock, resulting in a potential total additional 46,~~171~~637,~~420~~147 shares of common stock outstanding in the future.

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.

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.

	●	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 - In response to recent acquisitions and expanded business activities, during the third quarter of ~~Fiscal~~fiscal year 2026, our ~~Chief~~ Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer, requested changes in the information that he ~~regularly~~ regularly reviews for purposes of allocating resources and assessing performance. As a result, we have updated our reporting and beginning in the third quarter of fiscal year 2026, we ~~report~~reported our financial performance based on our new segments, “Travel” and “Media”. A detailed description of our operating segments as of ~~November~~May 3031, ~~2025~~2026 can be found in NOTE 1315 to the Financial Statements and the ~~Overview~~ Overview section of Item 2 of this Quarterly Report, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Prior periods have been recast to conform to these newly identified segments.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and included in the measure of segment profit or loss, an amount and description of other segment items, the title and position of the CODM, and application of the segment disclosure requirements to interim periods. The Company adopted ASU 2023-07 for its fiscal year beginning March 1, 2025. The Company began reporting under its Travel and Media reportable segments, and reflecting the interim disclosure provisions of ASU 2023-07, in the third quarter of fiscal year 2026 (the quarterly period ended November 30, 2025); prior periods have been recast to conform to the current segment presentation. Adoption affected disclosures only and did not affect the Company’s condensed consolidated financial position, results of operations, or cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The Company adopted ASU 2023-09 on a prospective basis effective for its fiscal year beginning March 1, 2025 (fiscal year ended February 28, 2026). The amendments affect annual income tax disclosures only and do not establish new interim disclosure requirements; adoption did not affect the Company’s condensed consolidated financial position, results of operations, or cash flows, or its interim income tax disclosures.

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.

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 athe ~~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:


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.

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~~715,~~200~~000, excluding $6,700 of acquisition-related direct costs which were expensed as incurred. The intangible assets have a weighted average estimated useful life of 16.7 years.

NOTE 6 – Acquisition of TA Pipeline LLC

On August 6, 2025 (the “Closing Date”), the Company entered into the TA MIPA with TA and the TA Members, pursuant to which the Company purchased all of the issued and outstanding membership interests of TA from the TA Members (the “TA Acquisition”), resulting in TA becoming a wholly-owned subsidiary of the Company.

In addition to the TA Closing Consideration, and as further consideration for the TA Acquisition, the Company shall make an additional payment to the TA Members in the form of an earnout (the “TA Milestone Payment”), which shall be in an amount equal to five percent (5%) of the net revenues generated by TA during the 12 month period after the closing date (the “Milestone Period”), up to a maximum of $200,000. The TA Milestone Payment shall be paid to the TA Members within 10 days following completion of the Milestone Period and will be payable fifty percent (50%) in cash and fifty percent (50%) in restricted shares of Company common stock (the “TA Milestone Shares).” The Company determined the fair value of the TA Milestone Payment as of the acquisition date based on an earnout option pricing model. The TA Milestone Payment will be marked to market at each reporting period.

In addition to the foregoing, in the event that the Fair Market Value of the Company’s common stock is less than $3.10 (the “Base Price”) during the applicable Exercise Period, each TA Member shall have the limited, one time option (the “Put Option”), to exercise one of the following rights as to some or all of their outstanding TA Acquisition Shares by delivering notice to the Company: (i) the right to require the Company to repurchase from the TA Member all or any portion of their outstanding TA Acquisition Shares at the Base Price; (ii) the right to require the Company to issue to such TA Member that number of additional shares of Company common stock (the “Top Up Shares”) as is necessary to make the aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Fair Market Value) equal to the original aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Base Price); and (iii) the right to require the Company to pay to such TA Member, in cash, an amount equal to the product of (x) the number of TA Acquisition Shares specified in the notice and (y) the positive difference, if any, between the Base Price and the Fair Market Value. For purpose of the foregoing rights, the “Exercise Period” means the three month period commencing upon the earlier of: (i) with respect to the TA Closing Shares, (x) the date that the TA Closing Shares first become eligible for public resale and (y) the first anniversary of the closing date; and (ii) with respect to the TA Milestone Shares, (x) the date that the TA Milestone Shares first become eligible for public resale and (y) the first anniversary of the closing date. Additionally, for purpose of the foregoing rights, “Fair Market Value” means the volume weighted average price per share of the Company’s common stock for the twenty consecutive trading days immediately preceding the notice date. During the Exercise Period, each of the TA Members shall be prohibited from engaging in certain transactions in the Company’s stock, as more particularly set forth in the TA MIPA. The fair value of the Put Option was determined using the Black Scholes Pricing Model and will be marked to market at each reporting date.

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. In connection with the acquisition, the Company incurred $25,855 in acquisition-related expenses, which were expensed as incurred. The Company has completed athe ~~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:

Consideration paid
Cash	$	443,168
Common stock		387,000
Fair value of TA Milestone Payment		180,000
Fair value of derivative liability		130,000
Total consideration	$	1,140,168

Assets acquired and liabilities assumed
Cash and cash equivalents	$	1,444,457
Intangibles		910,000
Goodwill		286,824
Total assets	$	2,641,281

Deferred merchant bookings		1,501,113
Total liabilities	$	1,501,113
Total net assets	$	1,140,168

The fair value of the working capital items, including cash and deferred merchant bookings, approximates their respective carrying values at the date on which control was obtained.

The fair value of the acquired tradename, acquired supplier agreements, and acquired travel agency agreements were determined using the relief from royalty method, with or without method and multi-period excess earnings method, respectively, 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~~NOTE ~~Company~~7 is– ~~currently~~GoUSA ~~finalizing~~TV ~~its~~Asset 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.Purchase

~~NOTE~~On 7February –2, ~~Intangible~~2026, NextTrip, Inc. entered into an Asset Purchase Agreement with The Corporation for Travel Promotion, doing business as “Brand USA” (“Seller”), pursuant to which the Company agreed to purchase select content, brand rights, and distribution assets (collectively, the “Assets”) of GoUSA TV, a travel streaming platform originally launched to showcase destinations across the United States. GoUSA TV historically reached an estimated 200+ million viewers globally across connected TV, mobile applications, and digital platforms, including Samsung TV Plus, LG Channels, Titan OS, and TCL International.

~~Intangible assets as of November 30, 2025, and February 28, 2025 consisted of the following:~~17

The aggregate consideration under the Purchase Agreement is $350,000 in cash plus restricted shares of the Company with a value of $350,000 based on the weighted average price of the shares for the twenty consecutive trading days ending on the trading day two trading days prior to closing. In addition, the Company will pay to Seller a royalty equal to 15% of the Company’s gross advertising revenue from the exploitation of the acquired content rights during the three-year period beginning on the closing date. The Company has also agreed, for a three-year period beginning on closing, to pay a royalty of 1% for every $100,000 in destination booking revenue directly attributed to the acquired content, with a minimum quarterly payment of $30,000. Such minimum quarterly payments were recorded at their present value of $295,000 discounted using the Company’s estimated cost of debt of 12.03%. The difference between the undiscounted payments and their present value will be recognized as interest expense using the effective interest method over the term of the license.

The GoUSA TV assets are being integrated into JOURNY.tv within the Media segment. GoUSA TV content serves as a U.S.-focused demand-generation layer within NextTrip’s broader media-to-commerce ecosystem

NOTE 8 – Intangible Assets

Intangible assets as of May 31, 2026, and February 28, 2026 consisted of the following:

	November 30, 2025			February 28, 2025
	May 31, 2026			February 28, 2026
Software Development	$	63,~~416~~836,~~999~~059		$	73,~~267~~736,~~778~~917
Software Licenses		~~645~~362,~~036~~000			~~789~~362,~~576~~000
Trademark		6,283			6,283
FSA Travel, LLC Tradename		280,000			-280,000
FSA Software Agreements		680,000			-680,000
TA Pipeline, LLC Tradename		160,000			-160,000
TA Pipeline, LLC Supplier and Agency Agreements		750,000			-750,000
JOURNY.tv – Trade Name		~~138~~235,~~400~~000			-235,000
JOURNY.tv Distribution Agreements		~~276~~480,~~800~~000			-480,000
Total		9,353,788			8,063,637
Journy.tv Production Costs		138,418			-
Accumulated amortization		(5,544,784	)		(5,936,269	)
GoUSA Content Episodes		106,500			106,500
Intangible assets, net of amortization	$	3,809,004		$	2,127,368
GoUSA Content IMAX		74,500			74,500
GoUSA Distribution Agreements		760,000			760,000
GoUSA Assembled Workforce		54,000			54,000
Total		7,922,760			7,685,200
Intangible assets, gross		7,922,760			7,685,200
Accumulated amortization		(3,763,019	)		(3,426,980	)
Intangible assets, net of amortization	$	4,159,741		$	4,258,220

Amortization expense for the three months ended ~~November~~May 3031, ~~2025~~2026, and ~~2024 was $271,999 and $148,032, respectively. Amortization expense for the nine months ended November 30,~~ 2025, ~~and 2024~~ was $~~694~~336,~~015~~040 and $~~531~~206,~~093~~021, respectively.

During the three ~~and nine~~ months ended ~~November~~May 3031, ~~2025~~2026, and ~~2024~~2025, the Company ~~recorded~~did nonot record any impairment losses associated with the carrying value ~~exceeding~~ exceeding its recoverable amount.

The estimated aggregate amortization expense for each of the succeeding years ending February 28 is as follows:

2026 (Remaining)	$	266,311
2027 (Remaining)	$	881,725
2027		942,534
2028		542,644
2028		506,757
2029		422,752
2029		280,996
2030		401,669
Thereafter		1,239,271
2031		399,894
Total	$	3,235,869
Thereafter		1,267,213
Total	$	3,915,897

~~NOTE 8 – Goodwill~~18

NOTE 9 – 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 ~~November~~May 3031, ~~2025~~2026, ~~preliminary~~ goodwill of $1,669,058 arising from the FSA acquisition has been reported within the Company’s ~~reporting~~ 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.

Acquisition of TA Pipeline LLC

As of ~~November~~May 3031, ~~2025~~2026, ~~preliminary~~ goodwill of $286,~~824~~821 arising from the FSA acquisition has been reported within the Company’s ~~reporting~~ reporting segment, Travel Products and Services. See Note 6, Acquisition of TA Pipeline, LLC for a description of goodwill recognized in connection with the acquisition.

NOTE 910 – Notes Payable

~~Prior~~On toSeptember ~~his appointment as a director on July 28~~26, 2025, ~~on May 24, 2024,~~ the Company sold a short-term promissory note to ~~Stephen~~1800 ~~Kircher~~ Diagonal Lending LLC in the aggregate principal amount of $~~100~~269,000. The note ~~bore~~includes ~~interest~~an atOID ~~7.5%~~of ~~per~~$37,000, ~~annum~~ and ~~had~~bears a ~~maturity~~one-time ~~date~~interest charge of ~~the~~13%, ~~earlier~~which ofwas ~~completion of~~applied aon ~~public~~the ~~financing~~issuance ordate ~~October~~to ~~31,~~the ~~2024~~principal. The ~~Mr.~~note ~~Kircher~~is ~~consented~~payable toin ~~extend~~five installments, with the ~~maturity~~first ~~date~~payment onin athe ~~month-to-month~~amount ~~basis~~of $151,985 ~~and~~due on ~~September 15~~March 30, ~~2025~~2026, ~~Mr. Kircher~~ and the ~~Company~~remaining ~~entered~~four equal ~~into~~installments aof ~~debt~~$37,996 ~~conversion~~are ~~agreement,~~due ~~whereby~~on the ~~entire~~30th ~~principal~~of ~~amount~~each ~~plus~~of ~~accrued~~the ~~interest was~~next ~~converted~~four ~~into~~successive ~~34,223~~months. ~~shares~~The ofnote ~~Series~~may Qbe ~~Convertible~~prepaid ~~Preferred stock~~ at aany time ~~price~~with ofno $3prepayment penalty.20 ~~per~~Upon ~~share.~~the Onevent ~~November~~of ~~19,~~default ~~2025~~by the Company, ~~such~~any ~~preferred shares~~unpaid ~~were~~principal ~~automatically~~and interest may be converted to ~~34,223~~common stock ~~shares~~at the election of ~~common~~1800 ~~stock~~Diagonal ~~pursuant~~Lending ~~shareholder~~LLC. ~~approval~~As ~~obtained~~of atMay 31, 2026, the ~~Company’s~~balance ~~Annual Meeting~~on the note, net of ~~Shareholders~~the unamortized debt discount was $61,744.

~~Prior~~On toOctober ~~her appointment as a director on July 28~~17, 2025, ~~on June 26, 2024,~~ the Company sold atwo short-term promissory ~~note~~notes, toeach ~~Carmen~~for ~~Diges~~a ~~in the aggregate~~ principal ~~amount~~balance of $4018,000., ~~The~~to ~~note~~two ~~bore~~investors ~~interest~~for atan aggregate 7principal balance of $36,000.5% ~~per~~Each ~~annum~~note ~~and~~includes ~~had~~an aOriginal ~~maturity~~Issue ~~date~~Discount of ~~June 25~~$3, ~~2025~~000. ~~Ms.~~The ~~Diges consented~~notes toare ~~extend~~payable ~~the~~in ~~maturity~~full ~~date~~ on aMay 17, ~~month-to-month basis~~2026. On ~~September~~June 153, ~~2025~~2026, ~~Ms.~~the ~~Diges~~Company and each of the ~~Company~~investors entered into aan ~~debt~~Extension of Promissory Note (the “Extension”) ~~conversion~~pursuant ~~agreement,~~to ~~whereby~~which the ~~entire~~parties ~~principal~~agreed ~~amount~~to ~~plus~~extend ~~accrued~~the ~~interest~~Maturity ~~was~~Date ~~converted~~to ~~into~~November 1317,~~580~~ ~~shares~~2026 ofat ~~Series~~no Qadditional ~~Convertible~~cost to the Company. The notes ~~Preferred~~may ~~stock~~be prepaid at aany ~~price~~time ofwith ~~$3.20~~no ~~per~~prepayment ~~share~~penalty. OnUpon ~~November~~the ~~19,~~event ~~2025,~~of ~~such~~default ~~preferred~~by ~~shares~~the ~~were~~Company, ~~automatically~~any ~~converted~~unpaid tobalance ~~13,580~~is ~~shares~~immediately due ofand ~~common~~payable. ~~stock~~As ~~pursuant~~of ~~shareholder~~May ~~approval~~31, ~~obtained~~2026, at the ~~Company’s~~aggregate ~~Annual~~balance ~~Meeting~~on ofthe ~~Shareholders~~notes was $36,000.

On ~~December~~October 3124, ~~2024~~2025, the Company sold a short-term promissory note to ~~SIS~~1800 ~~II,~~Diagonal aLending ~~private~~LLC ~~investor,~~ in the aggregate principal amount of $~~220~~196,000 ~~(the “SIS II Note”)~~. The note ~~bears~~includes ~~guaranteed~~an ~~interest~~OID of ~~15%, or~~ $3327,000, ~~payable~~and inbears ~~full~~a onone-time ~~the~~interest ~~issue~~charge ~~date by the issuance~~ of 1013%,~~927~~ ~~shares~~which ofwas applied on the ~~Company’s~~issuance ~~Series~~date Kto ~~Preferred.~~the principal. The note ~~has~~is apayable ~~maturity~~in ~~date~~ten ofequal ~~December~~installments ~~31,~~of ~~2025~~$22, ~~and may be prepaid at any time without penalty. Additionally~~148, ~~the~~with ~~Company issued a warrant to~~ the ~~investor~~first topayment ~~purchase~~due upon toNovember ~~220~~30,~~000~~ ~~shares~~2025, ~~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~~remaining ofnine ~~the short-term~~installments ~~promissory~~are ~~note~~due ~~were allocated to the note and the warrant based~~ on the ~~relative~~30th ~~fair~~of ~~values~~each of the ~~note~~next ~~without~~nine ~~the~~successive ~~warrant~~months. ~~and~~The ofnote ~~the warrant~~may ~~itself~~be prepaid at any time ~~of issuance,~~ with ~~the~~no ~~portion~~prepayment ofpenalty. Upon the ~~proceeds~~event ~~allocated~~of todefault by the ~~warrants~~Company, ~~accounted~~any ~~for~~unpaid asprincipal ~~paid-in capital,~~ and ~~the~~ ~~remainder~~interest ofmay ~~the~~be ~~proceeds~~converted ~~allocated~~ to ~~the~~common ~~note.~~stock ~~The relative fair value of the warrant~~ at the ~~time~~election of ~~issuance that was allocated~~1800 toDiagonal ~~additional~~Lending ~~paid-in capital was $179,913~~LLC. As of ~~November~~May 3031, ~~2025~~2026, the balance on the note, net of the unamortized debt discount, was $~~201~~50,~~915~~874.

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 15th of each of the next four successive months. The note may be prepaid at any time with no prepayment penalty.

~~Upon~~On March 24, 2026, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $180,550. The note includes an OID of $23,550, 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 $102,011 due on September 30, 2026, and the remaining four equal installments of $25,503 are due on the 30th 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 ~~November~~May 3031, ~~2025~~2026, the balance on the note, net of the unamortized debt discount was $21162,~~026~~199.

On ~~August~~ 20May 26, ~~2025~~2026, the Company entered into aan ~~securities purchase~~ agreement ~~(the~~to ~~“Note~~sell &a ~~Warrant~~short-term ~~SPA”)~~promissory ~~with~~note ~~Alumni~~to ~~Capital~~1800 Diagonal LPLending ~~(“Alumni~~LLC ~~Capital”)~~in ~~for~~ the ~~sale~~aggregate ofprincipal aamount ~~short-term~~of ~~promissory~~$172,500. The note ~~(the~~includes ~~“Alumni~~an ~~Note”)~~OID ~~and~~of ~~warrants~~$22,500, ~~(“Warrants”) to~~and ~~Alumni~~bears ~~Capital~~a ~~for~~one-time ~~total~~interest ~~consideration~~charge of ~~$300~~ 13%,~~000.~~ ~~After~~which ~~deducting~~was ~~commissions,~~applied ~~net~~on ~~proceeds~~the issuance date to the ~~Company were $276,000~~principal. The ~~Alumni Note~~note is payable in five installments, with the ~~principal~~first payment in the amount of $~~360~~97,~~000~~462 ~~with~~due anon ~~OID~~November of30, ~~$60~~2026,~~000~~ and ~~guaranteed~~the ~~interest~~remaining onfour ~~the~~equal ~~principal~~installments ~~amount~~ of ~~ten~~$24,366 ~~percent~~are ~~(10%) per annum which was~~ due ~~and payable~~ on ~~November~~the ~~20,~~30th ~~2025.~~of Oneach of ~~November~~the ~~18,~~next ~~2025,~~four ~~Alumni~~successive ~~agreed~~months. toThe ~~extend~~note ~~the~~may ~~note~~be ~~until~~prepaid ~~December~~at ~~31,~~any ~~2025 for~~time ~~additional~~with ~~interest~~no ofprepayment ~~$10,000~~penalty. OnUpon ~~December~~the ~~30,~~event ~~2025~~of ~~the~~default ~~Company~~by ~~paid~~ the ~~note in full~~Company, any ~~including~~unpaid ~~accrued~~principal and ~~additional~~ interest ~~thereon.~~ Asmay ofbe ~~November~~converted ~~30,~~to ~~2025,~~common stock at the ~~balance~~election onof ~~the~~1800 ~~Alumni~~Diagonal ~~Note,~~Lending ~~net~~LLC. The funding of the ~~unamortized~~note closed ~~debt~~on ~~discount,~~June ~~was $360~~1,~~000~~ 2026.

OnNOTE ~~September~~11 ~~26,~~– ~~2025, the Company sold a short~~Long-~~term~~Term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $269,000. The note includes an OID of $37,000, 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 $151,985 due on March 30, 2026, and the remaining four equal installments of $37,996 are due on the 30th 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 November 30, 2025, the balance on the note, net of the unamortized debt discount was $239,738.Debt

On October 24, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $196,000. The note includes an OID of $27,000, 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 $22,148, with the first payment due on November 30, 2025, and the remaining nine installments are due on the 30th of each of the next nine 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 November 30, 2025, the balance on the note, net of the unamortized debt discount was $149,429.

NOTE 10 – 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 305 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		~~305~~302 months
Monthly payment	$	995
Effective interest rate		12.03	%

As of ~~November~~May 3031, ~~2025~~2026, the balance of the loan was $9897,~~358~~994.

NOTE 12 - Related Party Transactions

Monaco Investment Partners, II Line of Credit

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, the Chairman of our Board of Directors, controls MIP.

As of May 31, 2026 the maximum amount of $3,000,000 was outstanding under the MIP Line of Credit, plus accrued interest of $29,589.

On July 13, 2026, subsequent to the balance sheet date and prior to the issuance of these condensed financial statements, the Company and Monaco Investment Partners II executed an amendment extending the maturity date by one year, to May 31, 2028. The amendment is not cancelable by the lender and does not expire within one year of the balance sheet date. All other significant terms of the arrangement, including the interest rate, remained unchanged.

~~NOTE~~Because 11the Company has extended the obligation on a long-term ~~Related~~basis ~~Party~~prior ~~Transactions~~to the issuance of these financial statements, and the extended maturity is beyond one year from the balance sheet date, the outstanding balance has been classified as a long-term liability as of May 31, 2026 in accordance with ASC 470-10-45-14.

~~On April 9, 2025, NTH and the~~ Donald P. Monaco Insurance Trust ~~(the~~Short-Term ~~“Trust”)~~Promissory 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.Note

On ~~May~~March 625, ~~2025~~2026, the Company ~~entered~~sold ~~into~~ a ~~Line~~short-term ofpromissory ~~Credit~~note ~~Agreement~~ (the “~~MIP Line of Credit~~Note”) ~~with~~to ~~Monaco Investment Partners II, LP (“MIP”) providing~~ the ~~Company~~Donald ~~with a $3,000,000 revolving line of credit~~P. ~~The~~Monaco ~~MIP~~Insurance ~~Line~~Trust ofin ~~Credit allows~~ the ~~Company~~ toprincipal ~~request~~amount ~~advances~~of ~~thereunder from time to time until May 31~~$80, ~~2027, the maturity date~~000. ~~Advances~~The ~~made~~Note ~~under~~bears ~~the MIP Line of Credit bear simple~~ interest at ~~a rate of 12~~7.5% ~~per~~and ~~annum,~~had ~~calculated~~an ~~from~~initial ~~the~~maturity date of ~~each~~April ~~respective advance. Accrued interest shall be payable on a monthly basis~~3, ~~no later than the 10th day of the subsequent month~~2026. ~~The~~Between ~~full~~April ~~outstanding principal balance~~6, ~~together with any accrued~~2026 and ~~unpaid~~May ~~interest~~31, ~~shall~~2026, bethe ~~due~~parties ~~and~~entered ~~payable~~into inseveral ~~full~~amendments byto the ~~Company~~Note onto ~~the~~increase ~~maturity date. The Company may, at its option, prepay any borrowings under~~ the ~~MIP~~principal ~~Line~~amount ofand ~~Credit,~~extend ~~in whole or in part, at any time prior to~~ the ~~maturity~~Maturity ~~date, without penalty~~Date. ~~Mr. Monaco controls MIP.~~

~~The~~As ~~Company received an initial advance~~ of ~~$1,045,000~~May ~~under the MIP Line of Credit~~31, ~~which~~2026 ~~was used to repay (i) a $400,000 cash advance previously made by~~ the ~~Trust to the Company (ii) and all~~ outstanding ~~indebtedness~~principal ~~under~~balance ~~the~~was ~~terms of the Trust Notes, totaling~~ $~~645~~600,000~~. Additional advances through November 30~~, ~~2025~~plus ~~totaled~~accrued ~~$1,955,000,~~interest ~~bringing~~of ~~the total amount advanced under the line to~~ $32,~~000~~778,~~000,~~ ~~which~~and is ~~the maximum~~due ~~amount~~and ~~available~~payable ~~under~~in ~~the~~full ~~MIP~~on ~~Line~~June 30, ~~of Credit~~2026.

OnBetween ~~September~~June 103, ~~2025,~~2026 ~~the Company entered into securities purchase agreements (each a “Series Q Purchase Agreement”) with Andy Kaplan~~ and ~~Jimmy~~June ~~Byrd~~30, ~~two of our independent directors~~2026, ~~pursuant to which~~ the ~~Company~~parties ~~issued~~entered ~~and~~into ~~sold~~further ~~respectively,~~amendments ~~31,250~~to ~~and~~increase ~~50,000 restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock of~~ the ~~Company~~principal ~~(the~~balance ~~“Series~~to ~~Q Preferred”), at a purchase price of~~ $~~3.20 per share. On November 19~~950,000 ~~2025, such preferred shares were automatically converted to 31,250~~ and ~~50,000~~ ~~shares~~extend ~~of common stock, respectively, pursuant shareholder approval obtained at~~ the ~~Company’s~~maturity ~~Annual~~date ~~Meeting~~to ofJuly ~~Shareholders~~15, 2026.

OnCompensation September 15, 2025, we entered into debt conversion agreements with Carmen Diges and Stephen Kircher, two of our independent directors, whereby they agreed to convert existing unsecured promissory notes, including accrued interest, into shares of our Series Q Preferred stock. Ms. Diges converted $43,456 of outstanding principal plus accrued interest through September 3, 2025 into 13,580 restricted shares of Series Q Preferred stock at a conversion price of $3.20 per share, and Mr. Kircher converted $109,514 of outstanding principal plus accrued interest through September 3, 2025 into 34,223 shares of Series Q Preferred stock at a conversion price of $3.20 per share. On November 19, 2025, such preferred shares were automatically converted to 13,580 and 34,223 shares of common stock, respectively, pursuant shareholder approval obtained at the Company’s Annual Meeting of Shareholders.Deferral

OnThe ~~November 4, 2025, the~~ Company’s ~~entered~~Chief ~~into~~Executive ~~a securities purchase agreement with KC Global Media Asia LLC~~Officer, ~~pursuant~~William ~~to which the Company sold and issued 33~~Kerby,~~400~~ ~~restricted shares of Common Stock of the Company~~ at ahis ~~purchase price of $3.00 per share~~election, ~~together~~has ~~with~~agreed ~~a warrant~~ to ~~purchase~~defer ~~up to 16~~$100,000 ~~shares~~ of ~~Common~~his ~~Stock~~annual atsalary anas ~~exercise~~well ~~price~~as payments ofrelated ~~$3.00~~to ~~per~~personal ~~share.~~financial ~~The~~guarantees ~~warrant may be exercised on a cashless basis~~ and ~~has~~his acar ~~term of three years from the initial exercise date~~allowance. ~~Andy~~At ~~Kaplan~~May 31, ~~one of our independent directors~~2026, is the ~~Chairman~~total ofcompensation KCdeferred ~~Global~~by Mr. Kerby ~~Media~~totaled ~~Asia~~$308, ~~LLC~~334.

~~The~~Equity ~~total amounts due to related parties at November 30, 2025 and February 28, 2025 totaled $3,000,000 and $61,526, respectively.~~Investments

~~NOTE~~On 12April -15, ~~Stockholders’~~2026, ~~Equity~~Andy Kaplan, a director of the Company, through KC Global Media Asia LLC (“KCGM”), purchased 16,667 shares of Series A Preferred Stock at $3.00 per share, resulting in gross proceeds to the Company of $50,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 8,333 shares of common stock at $3.00 per share. The warrant expires 3.5 years from the issue date.

On May 8, 2026, Mr. Kaplan, through KCGM, purchased 18,182 shares of Common Stock at $2.75 per share, resulting in gross proceeds to the Company of $50,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 9,091 shares of common stock at $3.00 per share. The warrant expires 3 years from the issue date.

NextTrip Privilege, Inc. Licensing and Services Agreement

On December 12, 2025, the Company entered into a Licensing and Servicing Agreement with NextTrip Privilege, Inc. (“Privilege”), pursuant to which the Company has agreed to provide to Privilege: (a) personnel to support their operations; (b) a license to use the name “NextTrip” as their corporate and business name; (c) a license to use our software in connection with their private-label internet website; and (d) continuing advances to fund their operations until they raise sufficient capital.

In consideration for the foregoing, Privilege has agreed to pay the Company:

	●	a 20% royalty fee on all net capital raised by Privilege, including pursuant to its Regulation A offering;

	●	the cost of the annual membership fee for each year of Privilege membership provided to investors;

	●	reimbursement of all incremental expenses paid by the Company on behalf of Privilege, related to an investor’s membership;

	●	any revenue received by Privilege from investor bookings on our platform;

	●	repayment of all advances previously made or made in the future, with advances being interest-free until February 28, 2026 and thereafter accruing interest at the rate of 1.5% per month on outstanding balances, subject to minimum payment obligations; and

	●	beginning March 1, 2026, an Administrative Services Fee of $5,000 per month, increasing by 3% per annum on March 1 of each year thereafter.

On April 15, 2026, the Company and NextTrip Privilege, Inc. entered into Amendment No. 1 to the Licensing and Services Agreement, which deferred the commencement date of the $5,000 per month Administrative Services Fee from March 1, 2026 to June 1, 2026, and shifted the related annual three-percent (3%) escalator anniversary date to June 1 of each year thereafter. No other terms of the Licensing and Services Agreement were modified by the amendment.

As of May 31, 2026, the Company had advanced a total of $381,056 to Privilege, for which the Company has recorded a full credit loss reserve based on Privilege’s pre-revenue status, the going-concern opinion issued by Privilege’s independent auditor, the de minimis proceeds raised under Privilege’s qualified Regulation A offering at May 31, 2026, the contractual subordination of advance repayments to NextTrip Privilege’s operating obligations, and the absence of collateral.

Stock Option Agreement

On December 2, 2025, NextTrip Group, LLC (“NextTrip Group”), the holder of 100% of the outstanding shares of Class B common stock of Privilege, granted the Company an option (the “Option”) to purchase up to 12,500,000 shares of Class B common stock of Privilege at $0.01 per share, or an aggregate exercise price of $125,000. The Option is exercisable from June 1, 2026 through December 31, 2027 and is freely assignable. NextTrip Group is owned 50% by Donald P. Monaco (Chairman of the Board of the Company) and 50% by William Kerby (Chief Executive Officer of the Company), in their individual capacities. No cash consideration was paid by the Company for the Option. The Option is not currently exercisable at May 31, 2026, the underlying Class B common stock has no readily determinable fair value, Privilege has minimal operations, and the Company does not consider exercise of the Option to be probable. Accordingly, no amount has been recognized on the Company’s balance sheet in respect of the Option. See Note 13 (Commitments and Contingencies) for additional information regarding the Option as a contingent purchase commitment.

Common Officers and Directors

Three of the Company’s executive officers and directors concurrently serve as executive officers and directors of Privilege: Donald P. Monaco serves as President, Chairman and a director of Privilege; William Kerby serves as Vice President and a director of Privilege; and Frank Orzechowski serves as Chief Financial Officer and a director of Privilege.

NOTE 13 - Commitments and Contingencies

The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters would not, individually or in the aggregate, have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change considering the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

TA Pipeline Put Option and Contingently Redeemable Shares

In connection with the acquisition of TA Pipeline LLC on August 6, 2025 (see Note 6), the Company issued 96,774 restricted shares of common stock (the “TA Closing Shares”) to the former TA Members, valued at $387,000 at the closing date. Under the TA MIPA, the TA Members were granted a Put Option that, upon the occurrence of certain events outside the Company’s control, could require the Company to (i) repurchase the TA Closing Shares (and any TA Milestone Shares) at the Base Price of $3.10 per share, (ii) issue additional “Top-Up Shares” sufficient to restore the original aggregate Base Price value, or (iii) pay cash equal to the difference between the Base Price and the then-current Fair Market Value of the Company’s common stock multiplied by the number of TA Acquisition Shares specified in the exercise notice. Because the redemption features are outside the Company’s control, the 96,774 TA Closing Shares are classified as mezzanine equity (carrying value $387,000) on the consolidated balance sheet rather than within permanent equity.

On February 24, 2026, the former TA Members submitted an exercise notice with respect to all of their TA Closing Shares. The Company believes the former TA Members are in breach of their obligations under the TA MIPA and has declined to honor the exercise of the Put Option. The parties are in discussions to resolve the dispute; however, the outcome of such discussions is uncertain. The Company believes it has meritorious defenses and intends to vigorously defend against any claims, as well as to assert any counterclaims relating to the TA Members’ alleged breach. The maximum aggregate cash exposure under the Put Option, if ultimately determined adverse to the Company, would be approximately $300,000 (96,774 shares at the $3.10 Base Price), exclusive of any Top-Up Shares that could be issuable. As of May 31, 2026, no adjustment to the fair value of the Put Option has been recorded because the terms of any potential settlement were not known or knowable. Subsequent to May 31, 2026, the former TA Members commenced binding arbitration against the Company with respect to this matter. See Note 16, Subsequent Events.

For additional information regarding the TA Pipeline acquisition, the Put Option, and the TA Milestone Payment, refer to Note 2 (Summary of Significant Accounting Policies), Note 6 (Acquisition of TA Pipeline, LLC), and Note 14 (Stockholders’ Equity).

Option to Purchase NextTrip Privilege Class B Common Stock

On December 2, 2025, the Company was granted an option by NextTrip Group, LLC to acquire up to 12,500,000 shares of Class B common stock of NextTrip Privilege, Inc. at $0.01 per share, or an aggregate exercise price of $125,000, exercisable from June 1, 2026 through December 31, 2027. The Option represents a contingent purchase commitment of the Company of up to $125,000 in aggregate exercise price. As described in Note 12 (Related Party Transactions), no amount has been recognized on the Company’s balance sheet in respect of the Option, the Option is not currently exercisable, and the Company does not consider exercise of the Option to be probable.

JOURNY.tv Licensing and Royalty Payment Obligation

In connection with the JOURNY.tv Asset Acquisition (see Note 5), the Company is obligated to make license fee payments to Ovation LLC totaling $336,801 over the period from April 2025 through October 2027. These payments were initially recorded at their present value of $299,800, discounted using the Company’s estimated cost of debt of 12.03% per annum. The difference between the undiscounted payments and their present value is being recognized as interest expense using the effective interest method over the payment term. As of May 31, 2026, the carrying value of the JOURNY.tv licensing and royalty payment obligation was $124,621, of which $80,062 is classified within current liabilities and $44,559 is classified within non-current liabilities on the Company’s consolidated balance sheet.

GoUSA TV Minimum Royalty Payment Obligation

In connection with the GoUSA TV Asset Purchase (see Note 7), the Company agreed, for the three-year period beginning on the closing date of February 2, 2026, to pay Brand USA a royalty equal to 1% for every $100,000 in destination booking revenue directly attributed to the acquired content, subject to a minimum quarterly payment of $30,000. The total undiscounted minimum royalty payments over the three-year term are $360,000 (12 quarterly payments of $30,000 each). These minimum guaranteed payments were recorded at their present value of $295,000, discounted using the Company’s estimated cost of debt of 12.03% per annum. The difference between the undiscounted minimum payments and their present value is being recognized as interest expense using the effective interest method over the payment term. As of May 31, 2026, the carrying value of the GoUSA TV minimum royalty payment obligation was $306,193, of which $118,636 is classified within current liabilities and $187,557 is classified within non-current liabilities on the Company’s consolidated balance sheet.

Helena Global Investment Opportunities 1 Ltd. Private Placement

Liquidated damages of $3,000 per day are payable to Helena if the Company fails to file or maintain effectiveness of a registration statement covering the resale of common stock issuable upon conversion or exercise of the Series B-related securities. The Company evaluates the probability of such damages pursuant to ASC 450-20 at each reporting period and accrues a liability if and when the loss becomes probable and reasonably estimable. The Mandatory Default Amount of 130% of Stated Value plus accrued dividends becomes payable upon an Event of Default; the Company has not accrued the 30% premium because, at May 31, 2026, management has concluded that an Event of Default is remote. Further, although management determined that the premium constitutes an embedded derivative which requires bifurcation under ASC 815-15, no value was allocated to this feature as it was deemed immaterial.

NOTE 14 - Stockholders’ Equity

Mezzanine Equity

~~In connection with the acquisition of~~ TA Pipeline LLC on August 6, 2025, the Company issued 96,774 TA Closing Shares. Although the shares are legally common stock, they are classified as mezzanine equity on the consolidated balance sheet due to contingent redemption rights resulting from derivative liability provisions that could require cash or share settlement outside the Company’s control.Acquisition

In connection with the acquisition of TA Pipeline LLC on August 6, 2025, the Company issued 96,774 TA Closing Shares. Although the shares are legally common stock, they are classified as mezzanine (temporary) equity on the consolidated balance sheet due to contingent redemption rights resulting from derivative liability provisions that could require cash or share settlement outside the Company’s control.

For further information regarding the TA Closing Shares and TA Acquisition shares, refer to Notes 2 and 6.

Helena Global Investment Opportunities 1 Ltd. Private Placement

On May 6, 2026, the Company entered into a Securities Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. (“Helena”) pursuant to which the Company issued 408,421 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”), consisting of 368,421 shares issued in exchange for cash proceeds of $1,015,000 and 40,000 “Issuance Fee Shares” issued to the Investor for no additional consideration.

Classification of Series B Convertible Preferred Stock

The Company classifies its Series B Convertible Preferred Stock as mezzanine equity because the redemption obligation, while at a fixed date, is not unconditional from the Company’s perspective. Helena retains the right to convert the Series B Preferred Stock into Common Stock at any time prior to the mandatory redemption date and the right to elect a one-time extension of the mandatory redemption date. As a result, whether redemption occurs (in cash) or is settled through conversion (in shares), and the timing of any such redemption, is outside the Company’s sole control. As such, the Series B Convertible Preferred Stock is presented between liabilities and stockholders’ equity on the balance sheet.

Initial Measurement

Subsequent Measurement

The mezzanine carrying value of the Series B Convertible Preferred Stock is accreted to its redemption value over the period from issuance to the mandatory redemption date using the effective interest method. Accretion and stated dividends accrued on the Series B Convertible Preferred Stock are recognized as charges to retained earnings (deemed dividends to the holder) and reduce net income available to common shareholders for purposes of earnings per share calculations pursuant to ASC 260-10-S99. Accreted amounts and dividends are not recognized as interest expense in the income statement.

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 ~~November~~May 3031, ~~2025~~2026 and February 28, ~~2025~~2026, there were 1214,~~552~~396,~~742~~694 (excluding 96,774 mezzanine shares classified outside of permanent equity) and 113,~~656~~978,~~738~~171 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.

During 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.

InDuring the ~~second~~first quarter of ~~2025~~2026, the Company issued ~~205~~60,000 shares of common stock in connection with various investor relations consulting contracts, 3677,~~283~~500 shares of common stock toin ~~the~~connection ~~holders~~with ofstrategic marketing and business development contracts, 200,000 shares of common ~~the~~stock ~~Company’s~~as ~~Series~~consideration Lpursuant ~~and~~to ~~Series~~third Mparty ~~Preferred~~contractor ~~stock~~services, ~~as dividends~~8, ~~96,774~~000 shares of common stock to TAa ~~Pipeline~~vendor as ~~partial~~settlement ~~consideration~~for outstanding ~~pursuant to the August 6~~invoices, ~~2025 Membership Interest Purchase Agreement; 24~~13,~~230~~801 shares of common stock issued as stock-based compensation to ~~various~~an ~~vendors~~employee, 4,640 shares issued as ~~settlement~~commission payments ~~for~~to ~~outstanding~~travel ~~invoices;~~agents, and ~~161~~54,~~092~~582 shares issued to investors in private placements.

In the third quarter of 2025, the Company issued 3,484,611 shares of common stock pursuant to the conversion of the outstanding shares of Series I, J, K, L, M, N, O, P, and Q convertible preferred stock upon receipt of shareholder approval at the Annual Meeting of Stockholders, 60,000 shares of common stock in connection with various investor relations consulting contracts, 200,000 shares of common stock in connection with strategic marketing and business development contracts, 10,000 shares of common stock as partial consideration pursuant to third party contractor services, 34,993 shares of common stock to various vendors as settlement for outstanding invoices, 44,226 shares of common stock pursuant to the cashless exercise of warrants, and 600,934 shares issued to investors in private placements.

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.

OnAn ~~November~~aggregate 19of 150,316 ~~2025~~(excluding 408,421 ~~following~~mezzanine ~~shareholder~~shares ~~approval~~of atSeries ~~the~~B ~~Company’s~~Preferred ~~Annual~~classified ~~Meeting~~outside of ~~Shareholders,~~permanent 3equity) and 100,~~484,611~~316 shares of ~~outstanding convertible~~ preferred stock were ~~automatically~~issued ~~converted~~and ~~into~~outstanding ~~common~~at ~~shares~~May of31, ~~the~~2026 ~~Company~~and onFebruary a28, ~~one-for-one~~2026, ~~basis~~respectively, ~~pursuant~~as tofurther ~~the~~discussed ~~respective Certificates of Designation~~below.

AnSeries ~~aggregate~~A ofConvertible ~~33,316~~Preferred ~~and 3,106,616 shares of preferred stock were issued and outstanding at November 30, 2025 and February 28, 2025, respectively, as further discussed below.~~Stock

On February 9, 2026, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 1,000,000 shares of the Company’s preferred stock as Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”).

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

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

Dividends. Holders of Series A 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 A 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 A 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 A Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend the Series A Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely affects any rights of the holders of the Series A Preferred, or (iii) 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 A Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series A Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series A 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 A Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series A 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, 2026, 150,000 shares of the issued Series A Preferred were outstanding, which if converted as of May 31, 2026, would have resulted in the issuance of 150,000 shares of common stock.

Series B Convertible Preferred Stock

On May 6, 2026 the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 450,000 shares of the Company’s preferred stock as Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”).

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

Ranking. The Series B Preferred Shares rank pari passu to the Company’s existing preferred shares and prior to the holders of the Company’s Common Stock and any other series of capital stock ranking junior to the Preferred Shares.

Dividends. Holders of Series B Preferred Shares will be entitled to dividends equal to 12% per annum (or 18% per annum upon an Event of Default (as defined in the Series B Certificate of Designation)) which will accrue and be payable in cash upon redemption or added to the Stated Value ($2.755) upon conversion.

Voting. Except as otherwise provided herein or as required by the Nevada Revised Statutes, the Series B Preferred Stock shall have no voting rights. However, without the affirmative vote of the holders of a majority of the then outstanding Series B Preferred Shares, the Company may not (i) alter or change adversely the powers, preferences or rights given to Series B Preferred Shares or alter or amend the Certificate of Designation in any manner that adversely affects any rights of the holders of the Series B Preferred Shares, (ii) issue further Series B Preferred Shares or increase or decrease the number of authorized shares of Series B Preferred Shares, or (iii) enter into any agreement with respect to the foregoing.

Conversion. At the option of the Holder, each outstanding share of Series B Preferred Shares may be converted at an initial conversion price of $2.755 per share (subject to adjustment under certain limited circumstances) (the “Series B Conversion Price”), 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 B Preferred Shares will be entitled to receive in preference to the holders of Common Stock and any class of capital stock junior to the Series B Preferred Shares an amount per share equal to the greater of (i) 115% of the Stated Value plus all accrued and unpaid dividends, or (ii) the amount that such holder would receive if such holder converted all of its shares of Series B Preferred Stock into Common Stock immediately prior to such liquidation, dissolution or winding up, and on parity with all existing preferred shares of the Company.

Redemption. The Company has the right to redeem all or any portion of the Series B Preferred Shares at a price per share equal to the Stated Value plus all accrued and unpaid dividends (the “Redemption Price”). On August 30, 2026, the Company is obligated to redeem all outstanding Series B Preferred Shares at the Redemption Price. The Holder may elect to extend the redemption period to December 31, 2026 by providing written notice at least five (5) Trading Days prior to August 30, 2026. Upon the occurrence of an Event of Default, the Company shall mandatorily redeem all outstanding Series B Preferred Shares at the Mandatory Default Amount, which equals 130% of the Stated Value plus all accrued and unpaid dividends calculated at the default rate plus any other amounts then due.

Events of Default under the Series B Certificate of Designation include, among others: (a) failure to pay the Mandatory Default Amount with 5 business days of when due; (b) breach of representations, warranties or covenants; (c) bankruptcy or insolvency proceedings; (d) delisting or suspension from the Principal Market or receipt of deficiency notices from Nasdaq or failing to meet Nasdaq listing standards; (e) entry of unsatisfied judgments in excess of $100,000; (f) material adverse change; (g) a Change of Control; (h) failure to deliver Conversion Shares; (i) failure to timely file periodic reports with the SEC; (j) loss of DTC eligibility; and (k) certain other events specified in the Certificate of Designation.

On May 6, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd. (the “Purchaser”), pursuant to which the Company issued and sold (a) an aggregate of 368,421 restricted shares of newly designated Series B Convertible Preferred Stock, par value $0.001, of the Company (the “Series B Preferred Shares”) plus 40,000 additional Series B Preferred Shares as an issuance fee; and (b) a five-year warrant (the “Warrant”) to purchase 100,000 shares of the Common Stock, par value $0.001 per share, of the Company (“Common Stock”) (the “Series B Offering”) at a purchase price of $2.7550 per share representing the Nasdaq Minimum Price plus $0.125 as of the date of the Purchase Agreement. The Warrant has an exercise price of $2.7550 per share. If a registration statement is not effective at the time of exercise, the holder may exercise the Warrant using a cashless exercise feature. If there is an Event of Default as defined in the Series B Certificate of Designation, the Warrant may be exercised without payment of cash.

The obligations of the Company under the transaction documents are secured by a pledge of 1,365,314 shares of Common Stock (the “Pledged Shares”) owned by the Company’s Chief Executive Officer, William Kerby, pursuant to a Guarantee and Pledge Agreement (the “Pledge Agreement”). The Pledge Agreement provides a limited recourse guarantee, with recourse solely to the Pleated Shares and not to any other assets of Mr. Kerby.

Pursuant to the Purchase Agreement, the Company has granted the Purchaser a right of participation of up to 20% of any future securities offering by the Company, other than exempt issuances. The Purchaser also has an exchange right to exchange Preferred Shares for offered securities at 100% of stated value. The Company has also agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Common Stock issuable pursuant to exercise of the Warrant and conversion of the Series B Preferred Shares within fifteen (15) days (the “Filing Deadline”) of the closing date of the Series B Offering (the “Closing Date”). The Company shall use its best efforts to cause the registration statement to become effective within thirty (30) days after the Closing Date (or sixty (60) days if the SEC reviews the registration statement).

Also, in connection with any “at the market” offerings conducted by the Company during the 180-day period following the Closing Date, the Purchaser has the right to require the Company to apply an amount equal to 25% of the net proceeds to redeem the Series B Preferred Shares at the Redemption Price.

At May 31, 2026, 408,421 shares of the issued Series B Preferred were outstanding and classified as mezzanine shares outside of permanent equity, which if converted as of May 31, 2026, would have resulted in the issuance of 411,689 shares of common stock.

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 ~~November~~May 3031, ~~2025~~2026, 316 shares of Series E Preferred were outstanding, which if converted as of ~~November~~May 3031, ~~2025~~2026, including the make-whole dividends, would have resulted in the issuance of 3,~~519~~623 shares of common stock.

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 November 30, 2025, 33,000 shares of Series H Preferred were outstanding, which if converted as of November 30, 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.

On November 19, 2025 all 500,442 shares of Series I Preferred were converted to common shares on a one-for-one basis, and as of November 30, 2025, no shares of Series I Convertible Preferred were outstanding.

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.

On November 19, 2025 all 297,788 shares of Series J Preferred were converted to common shares on a one-for-one basis, and as of November 30, 2025, no shares of Series J Convertible Preferred were outstanding.

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.

On November 19, 2025 all 60,595 shares of Series K Preferred were converted to common shares on a one-for-one basis, and as of November 30, 2025, no shares of Series K Convertible Preferred were outstanding.

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.

On November 19, 2025 all 1,076,156 shares of Series L Preferred were converted to common shares on a one-for-one basis, and as of November 30, 2025, no shares of Series L Convertible Preferred were outstanding.

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.

On November 19, 2025 all 133,278 shares of Series M Preferred were converted to common shares on a one-for-one basis, and as of November 30, 2025, no shares of Series M Convertible Preferred were outstanding.

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.

On November 19, 2025 all 500,000 shares of Series N Preferred were converted to common shares on a one-for-one basis, and as of November 30, 2025, no shares of Series N Convertible Preferred were outstanding.

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.

On November 19, 2025 all 443,549 shares of Series O Preferred were converted to common shares on a one-for-one basis, and as of November 30, 2025, no shares of Series O Convertible Preferred were outstanding.

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.

On November 19, 2025 all 343,750 shares of Series P Preferred were converted to common shares on a one-for-one basis, and as of November 30, 2025, no shares of Series P Convertible Preferred were outstanding.

Series Q Nonvoting Convertible Preferred Stock

On September 12, 2025, the Company filed a Certificate of Designation of Series Q Convertible Preferred Stock (the “Series Q Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 200,000 shares of the Company’s preferred stock as Series Q Convertible Preferred Stock, par value $0.001 per share.

On September 10, 2025, the Company entered into securities purchase agreements (each a “Series Q Purchase Agreement”) with Jimmy Byrd and Andy Kaplan, two of our independent directors, pursuant to which the Company issued and sold 50,000 and 31,250 restricted shares, respectively, of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the “Series Q Offering”) at a purchase price of $3.20 per share.

On September 15, 2025, we entered into debt conversion agreements with Carmen Diges and Stephen Kircher, two of our independent directors, whereby they agreed to convert existing unsecured promissory notes, including accrued interest, into shares of our Series Q Preferred stock. Ms. Diges converted $43,456 of outstanding principal plus accrued interest through September 3, 2025 into 13,580 restricted shares of Series Q Preferred stock at a conversion price of $3.20 per share, and Mr. Kircher converted $109,514 of outstanding principal plus accrued interest through September 3, 2025 into 34,223 shares of Series Q Preferred stock at a conversion price of $3.20 per share.

On November 19, 2025 all 129,053 shares of Series Q Preferred were converted to common shares on a one-for-one basis, and as of November 30, 2025, no shares of Series Q Convertible Preferred were outstanding.

Exchange Cap

Each of the Series J, K, L, M, N, O, P and Q Offerings included conversion or exercise limitations which provided that the Company shall not issue or sell any shares of Common Stock pursuant to the conversions of preferred stock to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued would exceed 19.99% of the shares of Common Stock outstanding on the date of each such Offering (which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by each such separate Offering under applicable rules of the Nasdaq Capital Market) (the “Exchange Cap”) unless and until the Company elects to solicit stockholder approval of the issuance of Common Stock as contemplated by the Purchase Agreements and the stockholders of the Company have in fact approved such issuance in accordance with the applicable rules and regulations of the Nasdaq Capital Market. Such stockholder approval was obtained at the Company’s Annual Shareholder Meeting held on November 14, 2025, resulting in the automatic conversion of all outstanding shares of the Series J, K, L, M, N, O, P, and Q preferred.

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 ~~November~~May 3031, ~~2025~~2026, 65,~~193~~466,~~750~~374 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 ~~November~~May 3031, ~~2025~~2026.

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 ~~November~~May ~~2025 and 2024~~31, ~~the~~2026 ~~Company did not issue any stock options. During the nine months ended November 30, 2025~~ and ~~2024~~2025, the Company granted and issued stock options to purchase an aggregate of ~~806~~200,~~250~~000 and 0556, ~~respectively,~~ 250 shares of common stock, respectively, under the 2023 Plan.

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 ~~November~~May 3031, ~~2025~~2026 and ~~2024~~2025 was $0(13,660) ~~and~~related ~~$6,227,~~to ~~respectively,~~a ~~and~~common ~~for~~share ~~the~~issuance ~~nine months ended November 30, 2025~~ and ~~2024 was~~ $138,325 ~~and $36,463 respectively, all of which is~~ related to stock options, respectively.

The fair value of stock-based awards was estimated using the Black-Scholes model with the following weighted average assumptions for the ~~nine~~three months ended ~~November~~May 3031, ~~2025.~~2026 ~~There~~and ~~were~~May ~~no grants issued during the three months ended November 30~~31, ~~2024:~~2025.

	2025
	2026			2025
Dividend yield		0.0	%		0	%
Risk-free interest rate		3.~~83%-4.08~~89	%		3.83%-4.06	%
Expected volatility		~~122~~136.~~5%-139.7~~86	%		122.5%-139.7	%
Expected life (in years)		23.680			3.0-5.0

2628

Option activity for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026 and the year ended February 28, ~~2025~~2026 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		~~806~~914,~~250~~825			4.6039		2.4328		~~159,059~~-
Exercised		-			-		-		-
Forfeited or cancelled		(76,342	)		52.69		-		-
Options outstanding November 30, 2025		806,250			4.60		2.43		159,059
Options outstanding at February 28, 2026		914,825			4.39		2.28		-
Options expected to vest in the future as of November 30, 2025		-			-		-		-
Granted		200,000			2.64		2.94		-
Options exercisable at November 30, 2025		806,250			4.60		2.43		159,059
Exercised		-			-		-		-
Options vested, exercisable, and options expected to vest at November 30, 2025		806,250			4.60		2.43		159,059
Forfeited or cancelled		-			-		-		-
Options outstanding May 31, 2026		1,114,825			4.08		2.19		-
Options expected to vest in the future as of May 31, 2026		175,000			2.64		2.93		-
Options exercisable at May 31, 2026		939,825			4.35		2.05		-
Options vested, exercisable, and options expected to vest at May 31, 2026		1,114,825			4.08		2.19		-

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 ~~November~~May 3031, ~~2025~~2026, ~~381,250 options~~no options had an exercise price below the $32.7218 closing price of our common stock as reported on The Nasdaq Capital Market.

At ~~November~~May 3031, ~~2025~~2026, there was no$358,973 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 SAR, 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 ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026 or ~~November~~May 3031, ~~2024~~2025.

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.

27SARs activity for the three months ended May 31, 2026 and the year ended February 28, 2026 was as follows:

SARs activity for the nine months ended November 30, 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	)		37.40		-		-
SARs outstanding at February 28, 2025		40,223			44.80		1.99		-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited or cancelled		(3,907	)		52.60		-		-
SARs outstanding November 30, 2025		36,316			43.96		1.41		-
SARs outstanding at February 28, 2026		36,316			43.96		1.17		-
SARs expected to vest in the future as of November 30, 2025		-			-		-		-
Granted		-			-		-		-
SARs exercisable at November 30, 2025		36,316			43.96		1.41		-
Exercised		-			-		-		-
SARs vested, exercisable, and SARs expected to vest at November 30, 2025		36,316			43.96		1.41		-
Forfeited or cancelled		-			-		-		-
SARs outstanding May 31, 2026		36,316			43.96		0.91		-
SARs expected to vest in the future as of May 31, 2026		-			-		-		-
SARs exercisable at May 31, 2026		36,316			43.96		0.91		-
SARs vested, exercisable, and SARs expected to vest at May 31, 2026		36,316			43.96		0.91		-

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 ~~November~~May 3031, ~~2025~~2026, no SARs ~~had~~ had an exercise price below the $32.7218 closing price of our common stock as reported on The Nasdaq Capital Market.

At ~~November~~May 3031, ~~2025~~2026, there was no unrecognized stock-based compensation expense related to unvested SARs.

Warrants

The fair value of warrants issued during the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026 was estimated using the Black-Scholes model with the following assumptions. ~~There were 196,774 warrants issued for the nine months ended November 30, 2024:~~

Assumptions:

	2025			2024
	2026			2025
22024 Dividend yield		0.0	%		0.0	%
Dividend yield		0	%		0	%
Risk-free interest rate		3.7 54%-43.183	%		3.59%-4.31	%
Expected volatility		~~119~~117.6 3%-~~160~~119.54	%		~~127~~156.14%-~~151~~160.65	%
Expected life (in years)		1.5-52.05			3.032-5.0

~~Warrant activity for the nine months ended November~~ 30~~, 2025 and the year ended February 28, 2025 was as follows:~~

Warrant activity for the three months ended May 31, 2026 and the year ended February 28, 2026 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	)		108.37		-
Warrants outstanding at February 28, 2025		3,015,885			5.36		3.84
Granted		~~556~~1,998,104			3.3834		3.4396
Exercised		(237,429	)		3.02		-
Forfeited or cancelled		(517,~~909~~979	)		~~226~~128.0032		-
Warrants outstanding at November 30, 2025		3,328,651			4.79		3.38
Warrants outstanding at February 28, 2026		4,758,581			4.15		3.48
Granted		198,430			2.84		4.31
Exercised		-			-		-
Forfeited or cancelled		-			-		-
Warrants outstanding at May 31, 2026		4,957,011			4.10		3.27

28NOTE 15 – Segment Information

NOTE 13 – Segment Information

ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of a reporting entity, the operating results of which are reviewed regularly by the chief operating decision maker (“CODM”) to make decisions about resource allocation and to assess performance. Our CODM is our Chief Executive Officer.

In response to acquisitions and expanded business activities, during the third quarter of ~~Fiscal~~fiscal year 2026, our CODM requested changes in ~~the~~ the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result, we have updated ~~our~~ our reporting and beginning in the third quarter of fiscal year 2026, we report our financial performance based on our new segments: “Travel” and “Media”. Our Travel segment provides travelers with a full range of travel services through its NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY.tv, (including GoUSA TV) a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”) and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine, an online travel magazine that provides articles, tips, guides and inspiration for travelers. We leverage our media brands—TravelMagazine.com and JOURNY.tv—as strategic tools to generate travel bookings by integrating content, marketing, and booking technology as well as to generate advertising revenues for third-party content. Additional information regarding our operating segments can be found in the overview section of Item 2 of this Quarterly Report, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Prior periods disclosed below have been recast to conform to these newly identified segments.

Our primary operating metric is Operating Income (Loss). Operating Income (Loss) for our Travel and Media segments includes direct expenses of the segments as well as allocations of certain expenses, primarily salaries and benefits, third party contractors, sales and marketing, and technology We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate shared corporate expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate. Our allocation methodology will be periodically evaluated and may change as the segments evolve.

Our CODM currently uses Operating Income (Loss) to assess performance in the monthly financial review process. Because our segments have been newly formed, the financial reporting framework continues to be under development and in the future will be used to assess performance and allocate resources for the segments in the annual budget and quarterly forecasting processes. The CODM will consider budget-to-actual variances on a monthly basis using Operating Income (Loss) when making decisions about allocating capital and personnel to the segments. The CODM also anticipates using Operating Income (Loss) to assess the performance and compensation of certain employees.

Corporate includes unallocated corporate functions including finance and administration, technology, and corporate development. In addition, we record amortization of intangible assets and any related impairment, investor relations, stock-based compensation expense, legal and audit, directors’ compensation and other items excluded from segment operating performance in Corporate. Such amounts are detailed in our segment reconciliation below.

29The following tables present our segment information for the three months ended May 31, 2026. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation and amortization is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision maker.

The following tables present our segment information for the three and nine months ended November 30, 2025 and 2024. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation and amortization is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision maker.

All of our revenues are attributed to customers located in the United States; therefore, no revenues are reported from foreign geographic areas.

Schedule of Segment Information

	Media			Travel			Corporate			Total
	Three Months Ended November 30, 2025
	Three Months Ended May 31, 2026
	Media			Travel			Corporate			Total
Revenue	$	2140,~~098~~952		$	1,~~179~~410,~~032~~783		$	-		$	1,~~200~~451,~~130~~735
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		-			~~982~~(1,~~652~~243,636	)		-			~~982~~(1,~~652~~243,636	)
Gross profit (loss)		2140,~~098~~952			~~196~~167,~~380~~147			-			~~217~~208,~~478~~099
Operating Expenses:
Salaries and benefits		66212,~~911~~405			~~240~~205,~~965~~879			~~361~~489,~~255~~117			~~669~~907,~~131~~401
Stock based compensation		-			-			-(13,660	)		-(13,660	)
General and administrative		141,~~476~~751			1910,~~872~~761			2722,~~746~~114			6234,~~094~~626
Sales and marketing		23102,~~361~~687			3632,~~686~~161			33-			60134,~~080~~848
Professional service fees		~~240~~250,~~094~~290			2032,~~695~~805			1,~~526~~003,~~327~~276			1,~~787~~286,~~116~~371
Technology		~~143~~99,~~145~~804			8280,~~465~~895			8474,~~607~~029			~~310~~254,~~217~~728
Organization costs		-			-			5450,~~901~~104			5450,~~901~~104
Depreciation and amortization		-			-			~~272~~336,~~628~~669			~~272~~336,~~628~~669
Other expenses		-			32,556			53,537			86,093
Provision for credit losses		-			-			65,561			65,561
Total Operating Expenses		487,987			433,239			2,381,034			3,302,260
Other expenses		30			19,592			45,582			65,204
Operating Loss	$	(466,889	)	$	(236,859	)	$	(2,381,034	)	$	(3,084,782	)
Total Operating Expenses		666,967			382,093			2,072,792			3,121,852
Operating Loss	$	(626,015	)	$	(214,946	)	$	(2,072,792	)	$	(2,913,753	)
Other Income (Expense)
Other Income (Expense)											~~149,517~~(133	)
Gain (Loss) on derivative liability											40,000
Gain (Loss) on extinguishment of liability											-
Gain (Loss) on extinguishment of liability											(25,500	)
Gain on derivative liability											40,000
Interest income (expense), net											(~~354~~251,~~801~~583	)
Total Other Income (Expense)											(~~190~~211,~~784~~716	)
Net income (loss) from continuing operations before taxes											(3,275,566	)
Net loss before provision for income taxes											(3,125,469	)
Provision for income taxes											-
Net income (loss) from continuing operations before share of net income (loss) in equity method investee											(3,275,566	)
Net income loss before share of net income (loss) in equity method investee											(3,125,469	)
Share of net income (loss) of equity method investee											-
Net gain (loss) from continuing operations											(3,275,566	)
Net loss											(3,125,469	)
Net gain (loss) from discontinued operations, net of taxes											-
Preferred dividends											(19,691	)
Net income (loss)											(3,275,566	)
Net Loss Applicable to Common Stockholders										$	(3,145,160	)
Preferred dividends											(10,689	)
Net Income (Loss) Applicable to Common Stockholders										$	(3,286,255	)

	Media(1)		Travel			Corporate			Total
	Three Months Ended November 30, 2024
	Media(1)		Travel			Corporate			Total
Revenue	$	-	$	74,635		$	-		$	74,635
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		-		76,751			-			76,751
Gross profit (loss)		-		(2,116	)		-			(2,116	)
Operating Expenses:
Salaries and benefits		-		192,254			498,270			690,524
Stock based compensation		-		-			6,227			6,227
General and administrative		-		12,003			19,530			31,533
Sales and marketing		-		30,529			-			30,529
Professional service fees		-		-			517,760			517,760
Technology		-		175,314			52,531			227,845
Organization costs		-		-			40,030			40,030
Depreciation and amortization		-		-			148,803			148,803
Other expenses		-		3,891			74,269			78,160
Total Operating Expenses		-		413,991			1,357,420			1,771,411
Operating Loss	$	-	$	(416,107	)	$	(1,357,420	)	$	(1,773,527	)
Other Income (Expense)
Other Income (Expense)										-
Gain (Loss) on derivative liability										-
Gain (Loss) on extinguishment of liability										-
Interest income (expense), net										(236,302	)
Total Other Income (Expense)										(236,302	)
Net income (loss) from continuing operations before taxes										(2,009,829	)
Provision for income taxes										-
Net income (loss) from continuing operations before share of net income (loss) in equity method investee										(2,009,829	)
Share of net income (loss) of equity method investee										-
Net gain (loss) from continuing operations										(2,009,829	)
Net gain (loss) from discontinued operations, net of taxes										(566	)
Net income (loss)										(2,009,263	)
Preferred dividends										(10,688	)
Net Income (Loss) Applicable to Common Stockholders									$	(2,019,951	)

(1) The Media segment did not exist in fiscal year 2025 and therefore it is not practical or meaningful to recast results of operations.

	Media			Travel			Corporate			Total
	Nine Months Ended November 30, 2025
	Media			Travel			Corporate			Total
Revenue	$	26,751		$	2,069,854		$	-		$	2,096,605
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		-			1,674,646			-			1,674,646
Gross profit (loss)		26,751			395,208			-			421,959
Operating Expenses:
Salaries and benefits		160,546			801,869			1,099,165			2,061,580
Stock based compensation		-			-			138,325			138,325
General and administrative		20,297			43,091			61,030			124,418
Sales and marketing		136,021			105,171			83,368			324,560
Professional service fees		446,768			33,976			3,904,920			4,385,664
Technology		373,126			275,287			230,640			879,053
Organization costs		-			-			2,524,676			2,524,676
Depreciation and amortization		-			-			695,902			695,902
Other expenses		-			64,428			150,747			215,175
Total Operating Expenses		1,136,758			1,323,822			8,888,773			11,349,353
Operating Loss	$	(1,110,007	)	$	(928,614	)	$	(8,888,773	)	$	(10,927,394	)
Other Income (Expense)
Other Income (Expense)											1,272,761
Gain (Loss) on derivative liability											50,000
Gain (Loss) on extinguishment of liability											(95,600	)
Interest income (expense), net											(919,413	)
Total Other Income (Expense)											307,748
Net income (loss) from continuing operations before taxes											(10,619,646	)
Provision for income taxes											-
Net income (loss) from continuing operations before share of net income (loss) in equity method investee											(10,619,646	)
Share of net income (loss) of equity method investee											(11,307	)
Net gain (loss) from continuing operations											(10,630,953	)
Net gain (loss) from discontinued operations, net of taxes											-
Net income (loss)											(10,630,953	)
Preferred dividends											(258,415	)
Net Income (Loss) Applicable to Common Stockholders										$	(10,889,368	)

	Media(1)			Travel			Corporate			Total
	Media			Travel			Corporate			Total
	Nine Months Ended November 30, 2024
	Three Months Ended May 31, 2025
	Media(1)			Travel			Corporate			Total
	Media			Travel			Corporate			Total
Revenue	$	-		$	~~417~~138,~~926~~827		$	-		$	~~417~~138,~~926~~827
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		-			~~405~~(99,~~788~~921	)		-			~~405~~(99,~~788~~921	)
Gross profit (loss)		-			1238,~~138~~906			-			1238,~~138~~906
Operating Expenses:
Salaries and benefits		-36,504			~~664~~303,~~320~~256			1357,~~281,715~~154			1696,~~946,035~~914
Stock based compensation		-			-			36138,~~463~~325			36138,~~463~~325
General and administrative		-659			357,~~141~~145			4522,~~623~~784			8030,~~764~~588
Sales and marketing		-4,950			~~238~~22,~~065~~585			-62,500			~~238~~90,~~065~~035
Professional service fees		-20,000			63,~~200~~278			1,~~407~~126,~~460~~198			1,~~413~~149,~~660~~476
Technology		-129,956			~~380~~100,~~838~~635			~~172~~91,~~698~~224			~~553~~321,~~536~~815
Organization costs		-			-			~~149~~1,~~219~~999,670			~~149~~1,~~219~~999,670
Depreciation and amortization		-			-			~~531~~206,~~803~~650			~~531~~206,~~803~~650
Other expenses		-			~~42,415~~835			~~215~~44,~~399~~335			~~257~~45,~~814~~170
Total Operating Expenses		-192,069			1437,~~366,979~~734			34,~~840~~048,~~380~~840			54,~~207~~678,~~359~~643
Operating Loss	$	-(192,069	)	$	(1398,~~354,841~~828	)	$	(34,~~840~~048,~~380~~840	)	$	(54,~~195~~639,~~221~~737	)
Other Income (Expense)
Other Income (Expense)											-540,245
Gain (Loss) on derivative liability											-
Gain (Loss) on extinguishment of liability											(70,100	)
Gain (Loss) on extinguishment of liability											-
Gain on derivative liability											-
Interest income (expense), net											(~~335~~276,~~754~~333	)
Total Other Income (Expense)											~~(335~~193,~~754~~812	)
Net income (loss) from continuing operations before taxes											(5,530,975	)
Net loss before provision for income taxes											(4,445,925	)
Provision for income taxes											-
Net income (loss) from continuing operations before share of net income (loss) in equity method investee											(5,530,975	)
Net loss before share of net income (loss) in equity method investee											(4,445,925	)
Share of net income (loss) of equity method investee											-(11,307	)
Net gain (loss) from continuing operations											(5,530,975	)
Net loss											(4,457,232	)
Net gain (loss) from discontinued operations, net of taxes											(8,344	)
Preferred dividends											(64,463	)
Net income (loss)											(5,522,631	)
Net Income (Loss) Applicable to Common Stockholders										$	(4,521,695	)
Preferred dividends											(32,063	)
Net Income (Loss) Applicable to Common Stockholders										$	(5,554,694	)

There were no intersegment revenues during the three months ended May 31, 2026 or May 31, 2025; all revenues presented are from external customers. The significant expense categories presented above for each reportable segment reconcile in full to each segment’s measure of Operating Income (1Loss); ~~The~~accordingly, there ~~Media~~were no other segment ~~did~~items ~~not~~(as ~~exist~~described in ~~fiscal~~ASC ~~year~~280-10-50-26A) ~~2025~~for ~~and~~the ~~therefore~~three itmonths isended ~~not~~May ~~practical~~31, 2026 or ~~meaningful~~May to31, ~~recast~~2025. ~~results~~The of“Other expenses” ~~operations~~line presented within each segment comprises insurance, bank and payment-processing fees, and other individually immaterial operating costs.

NOTE 16 - Subsequent Events

The Company’s management has evaluated subsequent events after the balance sheet dated as of May 31, 2026 through July 15, 2026, the date of this report.

Yada Commerce Inc. Acquisition

Stock Purchase Agreement

On June 10, 2026 (the “Effective Date”), NextTrip, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Yada Commerce Inc (“Yada”) and High Class Holdings LLC and Carbon Capital Corp, the shareholders of Yada (collectively, the “Founding Shareholders”) pursuant to which, subject to the terms and conditions set forth in the Purchase Agreement, the Company purchased from the Founding Shareholders 51% of the outstanding shares of Yada (the “Yada Shares”).

~~NOTE~~The 14aggregate consideration under the Purchase Agreement is 50,000 restricted shares of the Company (the “Company Shares”). The Company granted to the Founding Shareholders piggyback registration rights subject to cut backs required under Rule 415 and at the request of investors, placement agents and underwriters. The Purchase Agreement contains customary representations and indemnification provisions. The Purchase Agreement also contains provisions regarding the post-closing ~~Subsequent~~governance ~~Events~~of Yada including a provision requiring the parties to vote their shares of Yada to elect a five member board of directors, two of whom will be designated by the Founding Shareholders, two of whom will be designated by the Company, with the fifth member to be appointed by the board of directors. The Purchase Agreement also provides for a first right of refusal in favor of the Company regarding any future sale by the Founding Shareholders of their shares in Yada.

~~The~~Cooperation ~~Company’s~~and ~~management~~Earnout ~~has evaluated subsequent events after the balance sheet dated as of November 30, 2025 through January 15, 2026, the date of this report~~Agreement.

OnConcurrently ~~December~~with ~~19,~~the ~~2025~~entering into of the Purchase Agreement, the Company entered into ~~securities~~a ~~purchase~~Cooperation ~~agreements~~and ~~with~~Earnout ~~two~~Agreement ~~private~~(the ~~investors~~“Earnout ~~pursuant~~Agreement”) with toYada ~~which~~regarding the ~~Company~~post-closing ~~sold and~~operations ~~issued~~of ~~100~~Yada,~~000~~ ~~restricted~~the ~~shares~~role of ~~newly~~the ~~designates~~Company, ~~Series~~and Athe ~~Convertible~~compensation ~~Preferred~~arrangement ~~Stock~~for of the ~~Company~~Founding atShareholders. The Earnout Agreement has a ~~purchase~~three-year ~~price~~term offrom $3the Effective Date (the “Term”).00 Under the Earnout Agreement, the Parties ~~per~~acknowledge ~~share~~that, ~~together~~notwithstanding ~~with~~the aCompany’s ~~warrant~~controlling tointerest ~~purchase~~in upYada, the Founding Shareholders will retain full operational control over Yada’s day-to-day 50business affairs,~~000~~ ~~shares~~subject to the oversight of ~~Common~~Yada’s ~~Stock~~board atof andirectors, ~~exercise~~and ~~price~~the rights, duties and obligations of $3Yada’s officers, directors and shareholders under Yada’s organizational documents and applicable law.00 The ~~per~~Earnout ~~share~~Agreement grants to the Company certain roles including serving as Yada’s exclusive preferred travel provider, ~~resulting~~the infirst ~~gross~~right ~~proceeds~~of refusal to match any bona fide third-party proposal with respect to travel service offered through Yada channels, the processing by the Company of ~~$300~~travel bookings generated through Yada channels,~~000~~ the exclusive right to offer travel gift cards through Yada channels, and the exclusive booking rights for music artist promotional events. The ~~warrant~~Earnout ~~may~~Agreement bealso ~~exercised~~sets ~~beginning~~forth ~~six~~the ~~months~~sharing of Net Profits between the Company and the Founding Shareholders from activities enumerated in the ~~issue~~Earnout ~~date~~Agreement. (The Earnout Agreement further provides as inducement compensation for the ~~“Initial~~Founding Shareholders the establishment of an earnout pool consisting of an aggregate ~~Exercise~~of ~~Date”)~~225,000 restricted shares of the Company’s common stock and ~~may~~warrants beto ~~exercised~~purchase onup to 225,000 common shares with a ~~cashless~~three-year term ~~basis~~at an exercise price of $2.75 ~~The~~to be awarded over the Term pursuant to the terms of the Earnout Agreement on the basis of one share of Company common stock and one warrant ~~has~~for aeach ~~term~~$2.75 of ~~three~~the ~~years~~Company’s share of the aggregate net profits generated from the ~~Initial~~activities described ~~Exercise~~in ~~Date~~the Earnout Agreement.

OnRelated ~~December~~Party ~~22,~~Promissory 2025, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to issue and sell, in a private placement 1,000,000 shares of the Company’s Common Stock, and common stock warrants (the “Warrants”) to purchase 1,000,000 shares of Common Stock (the “Offering”). The Warrants have an exercise price of $3.43 per share, will be exercisable six months from the date of issuance, and will have a term of four years from the initial exercise date. The Offering resulted in gross proceeds of $3,000,000 before deducting the placement agent’s fees and related offering expenses. The Offering closed on December 23, 2025.Note

InThe ~~conjunction~~Donald ~~with~~P. ~~the~~Monaco ~~Purchase~~Insurance ~~Agreement,~~Trust (the ~~Company~~“Trust”) ~~entered~~promissory ~~into~~note ~~the~~has ~~following~~been ~~agreements~~amended onto ~~December~~increase ~~23,~~the ~~2025,~~principal ~~which~~amount ~~agreements~~and ~~were~~extend ~~entered~~the ~~into~~maturity todate, ~~ensure~~as ~~that~~follows: ~~the~~On ~~Company~~June ~~satisfies~~3, ~~all~~2026 ~~listing~~the ~~requirements~~Company ofand the ~~Nasdaq~~Trust ~~Capital Market~~ (the “~~Nasdaq~~Parties”): ~~(a)~~entered ~~an amendment~~into tothe aSixth ~~common~~Amendment extending ~~stock~~the ~~warrant~~maturity ~~issued~~date to ~~Denis~~June ~~Suggs for 35~~30,~~000~~ ~~shares~~2026; on ~~October~~June 288, ~~2025,~~2026 ~~(b)~~the anParties ~~amendment~~entered tointo athe ~~common~~Seventh ~~stock~~Amendment ~~warrant~~increasing the principal ~~issued~~balance to ~~KC Global Media Asia LLC (“KCGM”) for 16,~~$700 ~~shares on November 4~~, ~~2025~~000, ~~(c)~~and ~~an amendment to a common stock warrant issued to Charcoal Investments Ltd. for 166,667 shares~~ on ~~November~~June 2130, ~~2025,~~2026 ~~and~~the ~~(d)~~Parties ~~a share cancellation agreement~~ entered into ~~with KCGM (~~the ~~“Share~~Eighth ~~Cancellation~~Amendment ~~Agreement”).~~increasing ~~Each of~~ the ~~amendments~~principal tobalance ~~the warrants were entered into~~ to ~~make the following~~$950,000 ~~changes:~~and ~~(i)~~extending ~~extend~~ the ~~initial~~maturity ~~exercise~~ date to ~~six~~July ~~months~~15, ~~from the date of the amendments~~2026, oras ~~June~~described ~~23,~~in ~~2025,~~Note ~~(ii)~~12. ~~increase~~Other ~~the~~terms ~~exercise price~~ of the ~~warrants,~~Monaco ~~and~~Trust ~~(iii)~~Note ~~and~~remained ~~extending~~unchanged ~~the~~under ~~expiration~~each ~~date~~amendment. ofAs ~~each~~ of the ~~warrants~~date ~~for~~of ~~one~~this ~~year~~Quarterly ~~beyond~~Report, ~~the original expiration date. In addition~~$950,000 ~~the~~of ~~Company~~principal ~~and~~remained ~~KCGM~~outstanding ~~entered~~under ~~into~~ the ~~Share~~Monaco ~~Cancellation~~Trust ~~Agreement~~Note. ~~whereby~~The ~~KCGM~~7.5% ~~agreed~~interest ~~to cancel 75~~rate,~~000~~ ~~shares of~~which ~~common~~is ~~stock~~lower ~~that~~than ~~were~~the ~~issued~~12% torate ~~KCGM~~borne ~~pursuant~~by tothe aMIP ~~securities~~Line ~~purchase~~of ~~agreement~~Credit, ~~entered~~reflects ~~into between~~ the ~~Company and KCGM on July 17~~short-term, ~~2025;~~ ~~KCGM is receiving instead a pre~~on-~~funded~~demand ~~warrant~~nature ~~for~~of the ~~issuance~~Monaco ofTrust ~~75,000~~Note. ~~shares~~The ofMonaco Trust ~~common~~Note, ~~stock~~including ~~(“Pre-Funded~~each ~~Warrant”)~~amendment, ~~which~~ ~~Pre-Funded~~was ~~Warrant~~approved ~~may~~by ~~not be exercised unless and until~~ the ~~Company~~Audit ~~has~~Committee ~~received~~of ~~shareholder approval such that~~ the ~~shares~~Board ~~issuable under~~and the ~~Pre-Funded~~full ~~Warrant~~Board, ~~will~~including ~~be in compliance with~~ the ~~listing~~independent members ~~requirements of Nasdaq~~thereof.

OnRelated ~~December~~Party ~~30,~~Line ~~2025, the Company repaid the Alumni Note in full, including accrued and additional interest thereon. The Note had a 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 was due and payable on November 20, 2025. On November 18, 2025, Alumni agreed to extend the note until December 31, 2025 for additional interest of $10,000. The payment to Alumni totaled $377,500.Credit

On ~~December~~July 3013, ~~2025~~2026, the Company ~~repaid~~and ~~the~~Monaco ~~SIS~~Investment IIPartners ~~Note in full. The note bore guaranteed interest of 15%~~II, orexecuted ~~$33,000,~~an ~~which~~amendment ~~was~~to ~~paid in full on~~ the ~~issue~~Company’s ~~date~~line ~~by the issuance~~ of ~~10,927~~credit ~~shares~~extending of the maturity ~~Company’s~~date ~~Series~~from KMay ~~Preferred~~31, ~~such~~2027 ~~shares being converted~~ to ~~common shares~~May ~~on a one-for-one basis on November 19~~31, ~~2025~~2028, ~~subsequent~~as todescribed ~~shareholder~~in ~~approval~~Note ~~to convert such preferred shares~~12. ~~The payment to SIS II totaled $220,000.~~

Related Party Equity Investment

On June 18, 2026, David Jiang, a director, purchased 18,200 shares of common stock in a private placement at $2.75 per share resulting in gross proceeds of $50,050. Pursuant to the Securities Purchase Agreement, we issued a warrant to Mr. Jiang to purchase up to 18,200 shares of common stock at an exercise price of $2.75. The warrant expires on June 18, 2029.

Short Term Promissory Notes

On June 9, 2026, we sold a short-term promissory note to a private investor for $100,000. In connection with the note, we issued the investor a three-year warrant to purchase up to 25,000 shares of common stock at an exercise price of $2.75 per share. The maturity date of the note is August 8, 2026, and may be prepaid at any time without penalty.

On July 1, 2026, the Company entered into a short-term loan agreement with OnDeck for a principal amount of $275,000. The loan is repayable in eighteen monthly installments of $20,533 for a total repayment amount of $369,600. The origination fee was $6,875 and the total interest expense is $94,600 for a total loan cost of $101,475.

Warrant Exercise

On June 16, 2026, a private investor exercised a warrant to purchase 8,278 shares of common stock at $3.02 per share, resulting in gross proceeds of $25,000.

TA Pipeline Arbitration

As described in Note 13 - Commitments and Contingencies, as of May 31, 2026, the Company and the former TA Members were engaged in discussions to resolve the dispute concerning the Put Option. The parties most recent communication occurred on June 17, 2026, and did not result in a resolution. On July 14, 2026, subsequent to the end of the period covered by this report, the Company received a Demand for Arbitration filed with the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules by Luis Barberi, Mitch Toren, and Ashish Tembe, the former TA Members (collectively, the “Claimants”), naming the Company as respondent.

In the accompanying Statement of Claim, the Claimants assert a single count for breach of contract, alleging that the Company failed to honor its obligation under Section 7.5(a)(i) of the TA MIPA to repurchase all 96,774 TA Closing Shares at the Base Price of $3.10 per share following the Claimants' exercise notice delivered on February 24, 2026. The Claimants seek damages of not less than $299,999.40 (96,774 shares at the $3.10 Base Price), together with attorneys' fees, pre-judgment and post-judgment interest, and arbitration costs. The arbitration is to be conducted in Las Vegas, Nevada, and the Claimants have requested that the matter be placed on an expedited track.

The Company believes the former TA Members are in breach of their obligations under the TA MIPA, believes it has meritorious defenses, and intends to vigorously defend against the claims and to assert any available counterclaims relating to the TA Members' alleged breach. The arbitration remains in its earliest stage, and the Company is unable at this time to predict its outcome or to reasonably estimate the amount or range of any possible loss. The maximum aggregate cash exposure under the Put Option, if ultimately determined adverse to the Company, would be approximately $300,000 (96,774 shares at the $3.10 Base Price), exclusive of any interest, attorneys' fees, costs, and any Top-Up Shares that could be issuable. The 96,774 TA Closing Shares continue to be classified as mezzanine equity at their carrying value of $387,000. No liability has been recorded with respect to the Put Option or the arbitration, and no adjustment to the carrying value of the TA Closing Shares has been made, because the Company has concluded that a loss is not probable and reasonably estimable as of the date of this report.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-looking statements

This Quarterly Report on Form 10-Q for the quarter ended ~~November~~May 3031, ~~2025~~2026 (this “Quarterly Report”) contains “Forward-Looking Statements.” All statements other than statements of historical fact are “Forward-Looking Statements” including but not limited to, statements regarding our expectations about development and commercialization of our technology, any projections of revenues or statements regarding our anticipated revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All Forward-Looking Statements included in this Quarterly Report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any Forward-Looking Statement. In some cases, Forward-Looking Statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the Forward-Looking Statements contained herein are reasonable, there can be no assurance that such expectations or any of the Forward-Looking Statements will prove to be correct, and actual results could differ materially from those projected or assumed in the Forward-Looking Statements. Future financial condition and results of operations, as well as any Forward-Looking Statements are subject to inherent risks and uncertainties, including factors referred to in our press releases and reports filed with the Securities and Exchange Commission (the “SEC”). All subsequent Forward-Looking Statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Additional factors that may have a direct bearing on our operating results are described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended February 28, ~~2025~~2026 and elsewhere in this Quarterly Report.

Corporation Information

Sigma Additive Solutions, Inc. (“Sigma”), the legal acquiror of NextTrip, 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 to date, with the Secretary of State of the State of Nevada, pursuant to which, effective as of 12:01 a.m. Pacific time on March 13, 2024, among other things, Sigma’s corporate name was changed from Sigma Additive Solutions, Inc. to “NextTrip, Inc.”

Our principal executive offices are located at ~~3900~~1560 ~~Paseo~~Sawgrass ~~del~~Corporate ~~Sol~~Parkway, ~~Santa~~Suite Fe400, ~~New~~Sunrise ~~Mexico~~Florida ~~87507~~33323, and our telephone number is (954) 526-9688. Our website address is www.nexttrip.com. The Company’s annual reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other information related to the Company, are available, free of charge, on our website. The Company’s website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Quarterly Report.

Reverse Acquisition

On October 12, 2023, the Company (then known as Sigma) entered into a Share Exchange Agreement (the “Exchange Agreement”) with NextTrip Holdings, Inc. (“NTH”), NextTrip Group, LLC (“NTG”), and William Kerby (the “NTH Representative”), pursuant to which the Company acquired NTH (the “NextTrip Acquisition”) in exchange for shares of our common stock, which we refer to as the Exchange Shares. The NextTrip Acquisition was consummated on December 29, 2023. As a result, NTH became a wholly-owned subsidiary of the Company.

Upon the closing of the NextTrip Acquisition, the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number of Exchange Shares equal to 19.99%, or 156,007 shares, of our issued and outstanding shares of common stock immediately prior to the closing. Under the Exchange Agreement, the NTG Sellers were entitled to receive additional shares of our common stock, referred to as the Contingent Shares, subject to NTH’s achievement of future business milestones (the “Milestone Events”) specified in the Exchange Agreement as follows:

Milestone Event	Date Earned	Contingent Shares	Status as of the date of this Report
Launch of NTH’s leisure travel booking platform by either (i) achieving $1,000,000 in cumulative sales under its historical “phase 1” business, or (ii) commencement of its marketing program under its enhanced “phase 2” business.	As of a date six months after the closing date	1,450,000 Contingent Shares	Achieved. Marketing program under “phase 2” has commenced.

Launch of NTH’s group travel booking platform and signing of at least five (5) entities to use the Groups Platform.	As of a date nine months from the closing date (or earlier date six months after the closing date)	1,450,000 Contingent Shares	Achieved. Five groups have been contracted to use the Groups Platform.

Launch of NTH’s Travel Agent Platform and signing up of at least 100 travel agents to the platform (which calculation includes individual agents of an agency that signs up on behalf of multiple agents).	As of a date 12 months from the closing date (or earlier date six months after the closing date)	1,450,000 Contingent Shares	Achieved. The company has signed up more than 175 travel agents to its Travel Agent Platform.

Commercial launch of PayDlay technology in the NXT2.0 system.	As of a date 15 months after the closing date (or earlier date six months after the closing date)	1,650,000 Contingent Shares, less the Exchange Shares issued at the closing of the Acquisition	Achieved. PayDlay has been commercially launched.

The Contingent Shares, together with the shares of our common stock issued at the closing, was not to exceed 6,000,000 shares of our common stock, or approximately 90.2% of our issued and outstanding shares of common stock immediately prior to closing.

The Exchange Agreement provided that William Kerby, the Chief Executive Officer and co-founder of NTH, was appointed as Chief Executive Officer of the Company and Donald P. Monaco was appointed as a director of the Company as of the closing of the NextTrip Acquisition. Additionally, pursuant to the Exchange Agreement, the NTH Representative (Mr. Kerby) shall be entitled to designate a replacement for one additional director of the Company upon achievement of each of the milestones under the Exchange Agreement (the “Board Appointment Rights”).

In connection with the NextTrip Acquisition, the Company and Nasdaq determined that the issuance of Contingent Shares upon achievement of any one of the Milestone Events would result in a change in control of the Company under Nasdaq Listing Rule 5635(a). Pursuant to Nasdaq Listing Rule 5110(a), the Company was required to submit an initial listing application with Nasdaq and to obtain Nasdaq approval of the initial listing application prior to the issuance of the Contingent Shares.

On March 25, 2025, the Company received a letter from Nasdaq notifying the Company that it had approved the Company’s initial listing application in connection with the issuance of the Contingent Shares. On March 26, 2025, the Company issued the NTG Sellers an aggregate of 4,393,993 of the Contingent Shares in satisfaction of the Company’s obligations under the Exchange Agreement. As a result of Nasdaq’s approval of our initial listing application, the issuance of the Contingent Shares was completed in compliance with Nasdaq Listing Rule 5110(a) and the Company’s shares of common stock continue to trade on the Nasdaq Capital Market under the symbol “NTRP.”

On May 5, 2025, as a result of the achievement of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were issued to the NTG Sellers. No additional shares are issuable pursuant to the Exchange Agreement as of the date of this Quarterly Report.

In July 2025, Mr. Kerby, in his capacity as the NTH Representative, informed the Company of his election to exercise the Board Appointment Rights pursuant to the Exchange Agreement and designated Stephen Kircher, Jimmy Byrd, Carmen Diges and David Jiang (collectively, the “NTH Appointees”) as the individuals to replace the continuing legacy Sigma directors. On July 14, 2025, the Company’s Board of Directors appointed the NTH Appointees as directors of the Company, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company. Stephen Kircher shall serve as a Class I director, with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders; Jimmy Byrd shall serve as a Class II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders; and Ms. Diges and Mr. Jiang shall each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of NTH Appointees will serve as a director for the balance of their respective initial terms, and until his or her successor is elected and qualified, subject to his or her earlier death, resignation or removal.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements. Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. By their nature, changes in these assumptions and estimates could significantly affect our financial position or results of operations. Significant accounting estimates that may materially change in the near future are revenue recognition, impairment of long-lived assets, values of stock compensation awards and stock equivalents granted as offering costs, and allowance for bad debts and inventory obsolescence. Such critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Note 1 of the Notes to Financial Statements included in this Quarterly Report. However, we do not believe that there are any alternative methods of accounting for our operations that would have a material effect on our financial statements.

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

Revenue Recognition – The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining ~~transactions~~transaction price, allocating transaction price to the performance obligation and recognizing revenue when the performance obligation is satisfied.

The Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

The Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world.

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

● The Company is primarily responsible for ~~fulling~~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.

Investments in Equity Securities without Readily Determinable Fair Value

For investments in non-public entities where fair value is not determinable, the Company does not adjust the carrying value for changes in fair value, except for impairment losses. The fair value of these investments is disclosed when it is practicable to determine.

Promissory Note Receivable

Pursuant to the terms of the Promissory Note (the “NextPlay Note”) between NTH and NextPlay Technologies, Inc. (“NextPlay”), the NextPlay Note was due and payable in full on the earlier of September 1, 2023 or the date the Company completed a financing of $10 million or more. No payments have been made by NextPlay, and as such NextPlay is in default under the terms of the NextPlay Note.

On January 27, 2025, as creditors of NextPlay, Donald P. Monaco, the Company’s Chairman, William Kerby, the Company’s Chief Executive Officer, and Ian Sharpe, the Chief Operating Officer of the Company’s Media division, filed a petition to force NextPlay into involuntary bankruptcy as a result of unpaid fees. The proceedings are ongoing and the outcome at this time is uncertain and cannot be predicted. As a result, management has determined that the collectability of the NextPlay Note is uncertain and has therefore established an allowance for credit losses for the entire balance of $2,567,665.

Fair Value Measurements

We measure certain financial instruments at fair value, which requires management to make estimates and assumptions. For most items such as cash, receivables, and payables, fair value is straightforward because of their short-term nature. However, two obligations we assumed in connection with our acquisition of TA Pipeline LLC involve more judgment and could have a meaningful effect on our results.

	●	Put Option – The restricted shares issued in the acquisition give the sellers the right, under certain conditions, to require us to either repurchase the shares, issue additional shares, or make a cash payment if our stock trades below a set price. We record this obligation as a liability, and its value changes with movements in our stock price and related assumptions.

	●	TA Milestone Payment – We also agreed to make an additional payment to the sellers based on TA Pipeline revenue during the first year after closing. This payment, which will be made in both cash and stock, is also recorded as a liability and depends on our projections for TA Pipeline’s performance.

Because the fair value of these obligations depends on factors outside of our control, such as our stock price and TA Pipeline’s revenues, the amounts we record may change from period to period. For example, a change in our assumed stock price volatility could change the value of the Put Option liability, while a similar change in projected revenues could affect the Milestone Payment liability.

Stock Based Compensation

We grant stock options, restricted stock, and other equity-based awards to employees, executives, directors, and consultants. The fair value of these awards is measured on the grant date and recognized as compensation expense over the vesting period.

Determining the fair value of stock options requires the use of valuation models, such as the Black-Scholes model, which involve assumptions about stock price volatility, expected term of the option, risk-free interest rates, and dividend yields. These assumptions are based on historical data and market conditions but involve judgment about future trends.

Because changes in these assumptions can significantly affect the estimated fair value, our stock-based compensation expense could vary materially from period to period. For instance, higher assumed volatility or longer expected option lives generally increase the fair value of options, leading to higher compensation expense.

Goodwill and Intangible Assets

We record goodwill and intangible assets in connection with business acquisitions. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. Intangible assets primarily include trade names, customer and supplier relationships, and technology.

We review goodwill and indefinite-lived intangible assets for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. This process requires management to make assumptions and estimates which involve significant judgment. Changes in assumptions could materially affect whether an impairment is recognized and the amount of any impairment charge.

Software Development Costs

The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

Impairment of Intangible Assets

In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important, which could trigger an impairment review include the following:

1. Significant underperformance compared to historical or projected future operating results;

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

3. Significant negative industry or economic trends.

When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives.

Segments

Segment reporting is considered a critical accounting policy because it requires management to exercise judgment in identifying operating segments, determining how those segments are aggregated into reportable segments, and determining the information reviewed by our Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance. Our determination of reportable segments is based on multiple factors, including the nature of the products and services offered, the types of customers served, the economic characteristics of each business, and the manner in which financial information is reviewed by our CODM. Our CODM is our Chief Executive Officer.

In response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. This change was driven primarily by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv, which expanded our media operations. As a result of these changes, we updated our internal reporting structure and, beginning in the third quarter of fiscal year 2026, we ~~report~~began reporting our financial performance based on two reportable segments: Travel and Media.

Our Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY.tv, a(our ~~Connected~~owned TVglobal ~~Channel~~travel ~~broadcast~~media asnetwork, ~~Free~~into Adwhich ~~Supported~~we ~~Streaming~~are integrating the GoUSA TV ~~(“FAST”)~~content library and ~~Advertising~~distribution ~~Video~~assets onacquired ~~Demand~~from ~~(“AVOD”)~~Brand ~~that~~USA ~~specializes~~ in ~~travel,~~February ~~adventure~~2026), ~~and~~our ~~culture-focused~~joint ~~content,~~venture ~~and~~with ~~Travel~~KC ~~Magazine, an~~Global ~~online~~Media ~~travel~~for ~~magazine~~international ~~that~~expansion across ~~provides~~India, ~~articles~~Southeast Asia, ~~tips~~Africa, ~~guides~~and Australia/New Zealand, and ~~inspiration~~Travel ~~for~~Magazine, ~~travelers~~our editorial travel content platform. We ~~leverage~~expect combined ~~our~~JOURNY.tv ~~media~~and ~~brands~~GoUSA asTV ~~strategic tools~~assets to ~~generate~~support ~~travel~~media ~~bookings~~distribution byreaching ~~integrating~~approximately ~~content,~~250 ~~marketing,~~million ~~and~~viewers ~~booking~~globally ~~technology,~~in as2026 ~~well~~across FAST, asOTT, toconnected ~~generate~~TV, ~~advertising~~mobile, ~~revenues from~~and ~~third-party~~digital ~~content~~platforms.

Our primary measure of segment performance is Operating Income (Loss). Operating Income (Loss) for the Travel and Media segments includes direct expenses attributable to each segment, as well as allocations of certain expenses, primarily salaries and benefits, third-party contractors, sales and marketing, and technology costs. These allocations are based primarily on transaction volumes and other usage-based metrics. Shared corporate expenses, including accounting, human resources, certain information technology costs, legal, audit, investor relations, directors’ compensation, stock-based compensation expense, amortization of intangible assets, and corporate development costs, are not allocated to the reportable segments and are included within Corporate.

Because the Travel and Media segments were newly formed during fiscal year 2026, the financial reporting framework supporting segment reporting continues to evolve. While the CODM currently uses Operating Income (Loss) in the monthly financial review process to assess segment performance, he is continuing to review and refine the nature, level of detail, and frequency of the financial information provided in order to determine how it will ultimately be used in decision-making, including resource allocation, budgeting, forecasting, and performance evaluation. As the segments mature, the metrics reviewed by the CODM, the cost allocation methodologies applied, and the presentation of segment information may change to better reflect how the business is managed.

The CODM does not regularly review asset information by segment, and as a result, depreciation and amortization are excluded from the segment performance measure. Accordingly, we do not report segment assets, as such information would not be meaningful.

The change in reportable segments did not result from a change in accounting principle, but rather reflects a change in internal reporting and management approach following fiscal year 2026 acquisitions and expanded business activities. Segment information for prior periods has been recast to conform to the current presentation to provide consistency and comparability across periods. Any future refinements to segment reporting will reflect changes in management’s internal reporting and decision-making processes rather than changes in accounting principles. When applicable, we will disclose such changes and recast prior-period segment information as necessary to maintain comparability.

Business Overview

NextTrip is an early-stage, technology-driven travel company developing an integrated travel booking and media platform designed to connect leisure, group and business travelers to the world. Our travel booking platform is powered by our proprietary NXT2.0 booking engine, which offers extensive inventory, supporting both travelers and distributors with a platform for curating personalized experiences and efficient trip planning and booking. We market our travel services through several core brands including NextTrip Vacations (direct-to-consumer leisure travel), Five Star Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized corporate travel) and differentiate our platform through specialty features, including specialized widgets for groups (the “Groups Platform”) and travel agents (the “Travel Agent Platform”), as well as PayDlay, a delayed payment booking option. Complementing our booking engine are our media properties, including JOURNY.tv and Travel Magazine, which provide destination content that we believe will drive high-intention traffic into our booking funnel and, over time, constitute a separate high-margin advertising revenue stream. As part of streamlining our media assets, we merged Compass.tv into JOURNY.tv in July 2025 to create a unified offering of both FAST (Free Ad-Supported Streaming Television) and VOD (Video on Demand) assets.

By integrating our media properties with our travel booking platform, our objective is to build a next-generation travel solution for consumers, allowing them to better research and explore desired travel destinations. To accomplish this, we have and will be using content from ours and others’ media platforms featuring travel videos, blogs and articles along with access to curated travel products from our strategic partnerships, all supported by our technology and call center agents. Upon full integration of our travel and media platforms, we believe our offers will both inspire and empower consumers to make informed choices when booking. This contrasts with the existing online travel agency (“OTA”) model that focuses on volume bookings with little to no service support.

Business Overview

NextTrip, Inc. (the “Company,” “NextTrip,” “we,” “us” and “our”) is a technology-forward travel and media company operating at the intersection of premium content and travel commerce. We believe the travel industry is undergoing a structural shift toward video-led discovery, personalized planning, and seamless booking experiences, where consumers increasingly move from inspiration to transaction within connected digital environments. Our strategy is designed to capture this shift.

NextTrip combines premium travel content, global audience reach, proprietary booking technology, and concierge-supported travel services into a unified ecosystem designed to guide consumers across the full travel journey—from inspiration and discovery to planning, booking, and servicing.

We market our travel services through several core brands, including NextTrip Vacations (direct-to-consumer leisure travel), Five Star Alliance (luxury hotel and cruise bookings), and TA Pipeline (groups travel). Our specialty platforms include PayDlay (a deferred payment booking option), the Groups Platform (for destination weddings, conferences, and conventions), and the Travel Agent Platform. Our Media segment properties—JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine—provide destination content designed to drive high-intention traffic into our Travel segment booking platforms and generate independent advertising revenue. Through our recent acquisition of YADA Commerce, Inc., we gained a strategic creator-commerce platform capable of driving audience acquisition, creator engagement, entertainment experiences, and travel transactions across the broader NextTrip ecosystem.

Because we are at an early stage of commercial development and have only nominal revenues to date, our ability to implement our business plan depends on our ability to successfully expand our supplier relationships, attract customers, and secure adequate capital to fund marketing and future product development. There can be no assurance that we will be able to do so.

Current Scale and Going Concern

We are in the early stages of commercial operations.

Due to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of filing of this Quarterly Report and the report of our registered independent public accounting firm filed with our Annual Report on Form 10-K for ~~our~~ the fiscal year ended February 28, ~~2025~~2026 contains a going concern qualification.

We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future as we invest in technology enhancements, supplier relationships, and marketing initiatives. Throughout this report, whenever we discuss our operational achievements, ecosystem, or growth plans, you should consider that we presently have nominal revenues, limited operating history, minimal brand awareness, and will require significant additional capital to execute our business model.

~~NXT2.0 –~~ Our Integrated ~~Travel~~Content-to-Commerce ~~Booking~~ Platform

AtOur ~~the~~platform ~~core of our business~~ is ~~our~~designed ~~proprietary, direct-~~to~~-consumer~~ ~~NXT2.0~~connect ~~travel~~four ~~booking~~core ~~engine,~~elements ~~which~~into ~~has been continually enhanced and developed through~~ a ~~series~~seamless ofpathway ~~acquisitions~~from ofdiscovery a variety of media and travel assets. NXT2.0 powers several websites, including our main leisure site, nexttrip.com, and fivestaralliance.com, our widgets for The Groups and Travel Agent Platforms, as well as providing travel booking solutions for our media hubs, JOURNY.tv and travelmagazine.com. We serve both leisure and business travelers by offering them access to ~~travel~~confirmed ~~blogs, videos and concierge assistance to aid in planning travel, coupled with our proprietary~~ booking platform for the direct purchase of flights, hotels, vacation homes, cruise, tours, and other travel products. Our content includes destination guides, maps and travel tips, designed to help travelers plan memorable trips and book those trips on our travel platform.:

~~Travel~~Content ~~Products~~and Inspiration – travel programming, editorial content, and ~~Services~~long and short-form destination storytelling across our Media segment platforms, including JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine.

AsDiscovery ~~with~~and ~~many~~Planning ~~OTAs~~– oreditorial ~~booking engines in the travel industry~~content, aAgentic ~~travel booking platform is the technological foundation of our business. Our travel~~AI-~~product~~powered ~~strategy~~personalization ~~relies on the NXT2.0 booking engine~~tools, ~~whose commercial viability depends on a mix of higher-margin direct contracts~~ and ~~lower-margin,~~search ~~third-party~~capabilities ~~application~~designed ~~program interface (“API”) inventory which broadens the platform’s reach. Our principal objective is~~ to ~~negotiate~~guide ~~fixed-base-pricing~~travel ~~agreements that confer pricing control and margin optimization; these~~decisions ~~contracts permit us to deploy competitively priced promotions while preserving profitability. Early initiatives have concentrated on hotel~~ and ~~vacation~~connect ~~suppliers,~~audience ~~including~~engagement ~~the~~with ~~April 3, 2025 agreement under which NextTrip became the exclusive~~ booking ~~engine for Intimate Hotels of Barbados~~intent, aincluding ~~consortium~~through ofTravel ~~more~~Magazine ~~than~~Pro 35in ~~independent~~our ~~properties~~Travel segment.

~~This~~Booking ~~flexibility~~and ~~affords~~Commerce us– ~~the~~direct ~~opportunity~~transaction tocapabilities ~~run~~through ~~specials~~the onNXT2.0 ~~travel~~platform ~~offerings that are highly competitive, but we will require additional funding to support comprehensive marketing~~ and ~~awareness~~affiliated ~~campaigns~~booking toplatforms ~~attract~~within ~~new~~our ~~customers.~~Travel ~~Until this happens~~segment, ~~we are working to target~~ ~~customers~~supporting ~~with~~a ~~low~~broad ~~dollar~~range ~~marketing~~of ~~campaigns~~travel incategories ~~the~~including leisure, ~~travel~~luxury, ~~space~~cruise, asgroup, ~~well as pursuing strategic partnerships~~ and ~~specialized travel~~business ~~offerings (e~~travel.~~g. Groups Platform), while maintaining competitiveness within our marketplace through adjustment of pricing.~~

To supplement and scale our proprietary content, we have layered in third-party inventory through API integrations, thereby furnishing users with comprehensive, one-stop access to more than four million hotels, vacation rentals, cruises, and activity products worldwide. This phase commenced with the acquisition of BookIt.com and associated access to Expedia’s global hotel database and has since expanded to encompass strategic alliances with Nuitée, Global Distribution Systems, Signature Vacations, and other third-party suppliers. The Company has also strengthened its luxury and cruise offerings through the acquisition of Five Star Alliance, whose curated portfolio of over 5,000 five-star properties and 400,000 monthly site visitors, resulting in an industry coveted 4.9-star Trustpilot rating, helps enhance NextTrip’s technology-driven platform. Collectively, these integrations are intended to provide the inventory depth necessary to activate NextTrip’s specialty features, facilitate cross-selling, and establish a scalable foundation for future direct-contract growth. See “Recent Developments – Acquisition of Five Star Alliance” for more details on the transaction.

~~The~~Service ~~acquisition of TA Pipeline in November 2025 represents a significant milestone in NextTrip’s expansion of its Groups~~ and ~~MICE~~Support ~~(Meetings, Incentives,~~– ~~Conferences,~~concierge ~~Exhibitions) vertical, an area with strong growth potential~~ and ~~margin~~call ~~contribution.~~center TAinfrastructure ~~Pipeline~~supporting ~~has established itself as a premier group~~higher-value travel ~~agency~~experiences ~~platform with deep expertise in delivering end-to-end solutions for conferences, conventions, weddings,~~ and ~~affinity~~complex ~~groups,~~booking ~~often~~needs ~~servicing groups ranging from 50 to 5,000 travelers. Its strong relationships with suppliers, planners,~~across ~~and~~our ~~affinity~~Travel ~~partners align seamlessly with NextTrip’s vertically integrated “content-to-commerce” ecosystem, providing:~~segment.

●This integrated ~~High-Value~~approach ~~Customer~~is ~~Base:~~intended ~~The~~to ~~acquisition~~create ~~expands NextTrip’s reach into large group travel organizers,~~ a ~~segment~~seamless ~~characterized~~pathway bywe ~~high~~describe ~~transaction~~as ~~values~~“Watch. ~~and repeat business~~Scan. ~~● Technology & Synergies: By integrating TA Pipeline’s customer pipeline into NextTrip’s proprietary NXT2~~Book.0 ~~booking technology~~Go.”, ~~PayDlay~~enabling ~~financing~~consumers to ~~tool,~~move ~~and~~from ~~concierge~~inspiration ~~services,~~through ~~the~~our ~~Company~~Media issegment ~~positioned~~directly to ~~enhance~~booking ~~conversion~~discounted ~~rates~~packages ~~and~~mirroring ~~drive~~the ~~incremental~~watched ~~travel~~Travel ~~bookings~~segment. ●We ~~Cross-Media~~believe this ~~Leverage:~~model ~~TA’s~~reduces ~~group~~customer ~~and~~acquisition ~~event-based~~costs ~~customers~~over ~~will~~time ~~be supported~~ by ~~NextTrip’s~~leveraging owned media ~~brands~~audiences ~~(JOURNY.tv,~~while ~~and~~also ~~Travel~~generating ~~Magazine~~independent ~~2.0), creating new marketing opportunities and accelerating NextTrip’s dual~~ advertising revenue ~~model~~from ofour ~~advertising~~Media ~~and travel bookings~~segment.

~~The~~Business TA Acquisition exemplifies the Company’s “buy-and-build” strategy of acquiring complementary assets that are accretive to revenues and synergistic with NextTrip’s broader vision of redefining how consumers and organizations discover, plan, and book travel. See “Recent Developments – Acquisition of TA Pipeline” for more details on the transaction.Segments

~~Our~~We ~~offerings~~operate ~~include a mixture of direct contracts~~ and ~~third-party~~report ~~API~~our ~~content which span leisure and~~ business ~~travel,~~in ~~alternative~~two ~~lodging, wellness~~segments: ~~travel,~~(1) ~~and~~Travel ~~media solutions, engaging customers throughout their travel journey with both individual~~ and ~~packaged~~(2) ~~options~~Media. ~~Such product offering highlights include:~~

● NextTrip Leisure – A robust booking engine providing customized vacation packages, flights, hotels, tours, wellness vacations, cruise and group travel options. ● NextTrip Luxury & Business – Five Star Alliance provides access to over 5,000 luxury hotel properties worldwide featuring booking, expense reporting, concierge services, and 24/7 support. ● NextTrip Cruises – a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners. Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and expert travel support. ● NextTrip Solutions – A suite for product management and white-label solutions, including property management, vacation rentals, and a portal to support travel agents – the Travel Agent Platform. ● NextTrip Media – Travel Magazine and JOURNY.tv, offering travelers inspiration and information through articles, videos, and immersive digital experiences. This will include personalized travel content for users to explore and share with friends and family. Segment

Our Travel segment encompasses our travel booking and commerce operations. This segment includes our proprietary NXT2.0 booking platform ~~Platform~~and ~~Features~~all booking-oriented brands and products: NextTrip Vacations, Five Star Alliance, TA Pipeline, JournyGO, and Travel Magazine Pro™. The Travel segment generates revenue primarily through commissions, markups, and service fees on travel bookings, as well as advisor-driven commissions and attribution-based fees through Travel Magazine Pro™.

~~Our~~ NXT2.0 ~~travel booking platform at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises and activities.~~ ~~Additionally,~~– weCore ~~allow~~Booking travelers to defer payments on select vacation packages with our proprietary PayDlay program. PayDlay allows travelers to purchase travel with a small deposit and make subsequent payments between purchase and the week before travel. Registered NextTrip travelers can manage bookings, receive updates on special offers, and subscribe to newsletters with travel tips and destination highlights. Security is a priority, with rigorous content screening and Payment Card Industry compliance to safeguard customer information. The platform further distinguishes itself through exclusive supplier partnerships that yield preferential rates, targeted promotions, and inventory advantages, while its robust architecture supports complex group bookings—covering conferences, conventions, and destination weddings via a specialized Groups Platform~~—and equips over 150 beta-testing professionals with a Travel Agent Platform that streamlines multi-passenger reservations.~~

At the core of our Travel segment is our proprietary NXT2.0 travel booking engine, which powers several websites, including nexttrip.com and fivestaralliance.com, as well as our Groups Platform and Travel Agent Platform. NXT2.0 supports direct-to-consumer and advisor-assisted booking across leisure, luxury, cruise, group, and business travel verticals. We serve both leisure and business travelers by offering access to travel blogs, videos, and concierge assistance to aid in planning travel, coupled with our booking platform for the direct purchase of flights, hotels, vacation homes, cruises, tours, and other travel products.

Five Star Alliance

Five Star Alliance is a premier luxury travel agency and a wholly owned subsidiary of the Company, acquired in April 2025. Founded in 2004, Five Star Alliance offers a curated collection of over 5,000 five-star and luxury hotels and resorts worldwide, with an industry-leading 4.9-star Trustpilot rating and over 400,000 monthly site visitors. Five Star Alliance offers personalized recommendations, high-end travel solutions, a proprietary booking engine, and established relationships with premium travel providers, and generates revenue primarily through commission-based bookings. See “Recent Developments - Acquisition of Five Star Alliance.”

TA Pipeline

TA Pipeline is a premier group travel and Meetings, Incentives, Conferences and Exhibitions (“MICE”) platform and a wholly owned subsidiary of the Company, acquired in August 2025. TA Pipeline has established itself as a leading group-travel agency platform with deep expertise in delivering end-to-end solutions for conferences, conventions, destination weddings, and affinity groups, often servicing groups ranging from 50 to 5,000 travelers. TA Pipeline has strong relationships with suppliers, planners, and affinity partners, and its integration into the NXT2.0 ecosystem and PayDlay financing tool is designed to enhance conversion rates and drive incremental travel bookings. See “Recent Developments - Acquisition of TA Pipeline.”

JournyGO

On March 31, 2026, the Company launched JournyGO, our next-generation, agentic AI-powered consumer engagement and booking ecosystem. JournyGO is the commercial activation layer of our content-to-commerce strategy and is reported within our Travel segment because its primary function is to convert viewer engagement into confirmed travel bookings. JournyGO integrates immersive travel video (delivered through our Media segment’s JOURNY.tv platform), our proprietary Promethean interactive overlay technology, dynamic travel packaging, and agentic AI assistance, supported by live Travel Specialists when needed to seamlessly move viewers from inspiration to confirmed travel bookings.

AsThe wePromethean ~~execute our business model by increasing our inventory base and expanding key partnerships~~platform, welicensed ~~plan~~on ~~to launch~~ a ~~series~~perpetual ~~of additional features designed to benefit its users. We intend to further integrate our media features with our booking system~~basis, ~~bringing~~enables ~~together travel~~contextual ~~content~~advertisements and ~~itinerary~~booking ~~management in one interface. The “My Journy” personalized travel~~calls-~~planning magazine is intended~~ to ~~provide editorial features, destination information, and user~~-~~specific~~action ~~offers~~to ~~based~~be onembedded ~~analysis of past searches and bookings. By~~directly ~~including~~within ~~this~~streaming ~~content~~video ~~in the booking process~~content, ~~NXT2.0~~allowing ~~aims~~users to ~~turn~~initiate ~~browsing~~a ~~into~~booking ~~bookings~~without ~~more~~leaving ~~efficiently~~the ~~and~~viewing ~~give suppliers better opportunities to promote their products~~experience. WeJournyGO also ~~plan~~includes toJOURNY mobile ~~introduce~~applications ~~a multi-level rewards program that gives benefits~~ for ~~repeat~~iPhone ~~bookings, using different channels,~~ and ~~social interactions within the platform. A planned group chat and sharing feature will let families~~Android, ~~friends, and~~as ~~corporate~~well ~~groups~~as ~~work~~dedicated ~~together~~connected onTV ~~itinerary changes in real time~~apps. ~~These~~Using ~~developmental~~artificial ~~features~~intelligence, ~~are~~JournyGO ~~designed to encourage customer loyalty and keep users engaged with NXT2.0. An AI-powered travel assistant~~ is ~~in development which is intended~~ designed to ~~provide~~personalize content recommendations, ~~price~~ ~~alerts~~convert ~~and~~editorial ~~support,~~content ~~offering~~into ~~services usually found in premium travel agencies in a digital format. Following the initial launch of the Travel Agent Platform~~video, weand ~~are~~enable ~~continuing~~users ~~development~~to ofcreate ~~new~~custom ~~tools for~~ travel ~~agents.~~channels ~~With new product options like cruises, wellness~~aligned ~~retreats,~~with ~~and~~their ~~extra experiences, NXT2~~interests.0 ~~aims~~See to“Recent ~~attract~~Developments ~~more~~- ~~leisure~~Launch ~~and~~of ~~business travelers~~JournyGO. ~~These updates are intended to boost user engagement, speed up bookings, and increase customer value, while giving NextTrip a competitive edge through technology and personalized data.~~”

~~NextTrip~~Travel ~~Integrated~~Magazine ~~Media Solutions~~Pro

InTravel ~~addition~~Magazine toPro ~~the~~(TravelMagazine.com) ~~key~~is ~~features~~our premium digital editorial, ~~robust~~advisor ~~inventory~~engagement, and ~~focus~~travel oncommerce ~~underserved~~platform ~~market~~within ~~opportunities~~our ~~like groups and travel agent bookings,~~Travel asegment, ~~key~~launched ~~differentiator~~as ~~benefiting~~ the ~~growth~~next ~~and~~evolution ~~development~~ of ~~our~~Travel ~~NXT2~~Magazine 2.0. ~~booking~~Travel ~~engine~~Magazine Pro is ~~our~~designed ~~media~~to ~~strategy~~operate ~~which,~~as ~~when~~a ~~fully~~strategic ~~integrated~~mid-funnel ~~with~~bridge ~~NXT2.0,~~between isthe ~~intended~~inspirational toaudience ~~offer~~reach agenerated ~~comprehensive~~by ~~travel~~our ~~and~~Media ~~media~~segment ~~ecosystem~~and ~~designed~~the totransaction ~~guide~~capabilities ~~and~~of ~~support~~our ~~consumers~~Travel ~~throughout their~~segment, ~~travel~~helping ~~experience~~convert ~~from~~travel ~~inspiration~~interest tointo measurable booking, toactivity ~~travel~~across ~~to sharing~~ the ~~journey~~NextTrip ~~on social media~~ecosystem.

WeThe ~~leverage~~platform ~~our~~features ~~media~~destination-focused ~~brands—TravelMagazine.com~~editorial ~~and~~content, ~~JOURNY.tv—as~~curated ~~strategic~~travel ~~tools~~guides, tohotel ~~generate~~and ~~travel~~resort ~~bookings by integrating content~~recommendations, ~~marketing,~~cruise and ~~booking~~experiential travel ~~technology~~highlights, astravel ~~well~~planning asresources, toand ~~generate~~influencer-driven ~~advertising~~content ~~revenues~~intended ~~for~~to ~~third~~engage high-~~party~~intent ~~content.~~leisure ~~The~~travelers ~~strategy~~during ~~includes~~the ~~generating~~consideration ~~content~~and ~~marketing~~planning ~~and~~phase ~~inspiration,~~of ~~integrating~~the ~~booking~~customer ~~opportunities~~journey. ~~into~~Integrated ~~that~~booking ~~content~~pathways and ~~generating~~affiliate ~~feedback~~links ~~from~~connect ~~such~~users ~~advertising data~~ to ~~better~~our ~~target~~travel platforms and ~~identify~~supplier ~~travel~~partners, ~~interests~~creating ~~and~~a ~~intent,~~seamless ~~which~~path isfrom ~~intended~~inspiration to ~~lead~~search ~~to growing brand trust~~ and ~~authority and future partnerships and opportunities for sponsored advertising content~~transaction.

ByTravel ~~combining~~Magazine ~~engaging~~Pro ~~travel~~is ~~content~~also ~~with~~being ~~seamless~~developed ~~booking~~to ~~technology~~support ~~and~~travel ~~targeted~~advisors ~~marketing,~~and ~~our~~distribution ~~media~~partners ~~brands~~through ~~serve~~content-sharing astools, ~~both~~lead ~~inspiration~~attribution ~~engines~~capabilities, and ~~direct~~white-label ~~booking~~promotional ~~channels.~~solutions ~~This~~that ~~holistic~~enable ~~approach~~advisors ~~helps~~to ~~capture~~market ~~travelers~~premium attravel ~~every~~offerings ~~stage~~while ofparticipating in resulting booking revenues. In addition, the ~~decision-making~~platform ~~process~~is expected to include “My Bucket List,” ~~ultimately driving~~a ~~more~~social ~~bookings~~travel ~~through~~planning ~~the~~feature ~~NXT2.0~~that will ~~platform~~allow travelers to build, organize, and ~~independent~~share ~~advertising~~personalized ~~revenue~~travel wish lists enhanced by booking functionality, destination insights, and curated recommendations.

~~Key~~Revenue ~~media~~generated ~~brands~~through ~~and~~Travel ~~partnerships~~Magazine Pro is expected to include: affiliate booking commissions, advertising sales, sponsored placements, premium editorial partnerships, lead generation fees, and advisor-related transaction revenue. See “Recent Developments—Launch of Travel Magazine Pro.”

● Travel Magazine – TravelMagazine.com is our media hub. It is an online travel publication that provides articles, guides, tips, and inspiration for travelers. Coming soon is “My Bucket List,” a platform where travelers can create and share personalized travel lists, supported by booking features and local insights. ● JOURNY.tv – In April 2025, we acquired JOURNY.tv, a Free Ad-Supported Streaming TV (“FAST”) Channel that specializes in travel, adventure, and culture-focused content. In July 2025, we merged Compass.tv, our AVOD (Advertising-based Video on Demand) platform designed to provide streaming television content, into JOURNY.tv to create a unified offering of both FAST and VOD assets. ● Promethean – Promethean is our proprietary interactive video overlay platform which is intended to drive ad revenue and facilitate content-to-commerce integration. ● Leap Media – In December 2024, we announced our collaboration with Leap Media Group, a respected leader with over 35 years in TV advertising, media planning and buying, to support the launch of advertising on JOURNY.tv by delivering branded entertainment content and advertising seamlessly across its platform. Segment

Our Media segment encompasses our content creation, audience development, media distribution, and advertising monetization operations. This segment includes JOURNY.tv (incorporating GoUSA TV content) and Travel Magazine, our editorial travel content platform. The Media segment generates revenue primarily through advertising, sponsorships, branded content, and destination marketing programs. In addition to direct monetization, the Media segment functions as a demand-generation engine for the Travel segment, enabling NextTrip to engage travel audiences at scale and reduce reliance on third-party marketing channels.

JOURNY.tv (Including GoUSA TV Integration)

JOURNY.tv is our owned global travel media network, providing premium travel programming across free ad-supported streaming television (“FAST”), over-the-top (“OTT”), connected TV, and digital platforms. JOURNY.tv had an estimated audience of approximately 17 million travel enthusiasts at the time of acquisition by NextTrip, and operates through key platform partnerships, including Samsung TV Plus and Plex.

In February 2026, we acquired original content, brand rights, and distribution assets of GoUSA TV from Brand USA (The Corporation for Travel Promotion). GoUSA TV is a travel streaming channel, reaching an estimated 200+ million viewers globally across connected TV, mobile, and digital platforms, including Samsung TV Plus, LG Channels, Plex, Titan OS, and TCL International. Rather than operating GoUSA TV as a standalone channel, we are integrating its U.S.-focused travel content library and distribution infrastructure into JOURNY.tv to enhance scale, content depth, and advertiser relevance. Combined, JOURNY.tv and GoUSA TV assets are expected to support media distribution reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected TV, mobile, and digital platforms. See “Recent Developments—GoUSA TV Asset Purchase.”

~~● Blue Fysh –~~ In July ~~February~~ 2025, ~~the~~we ~~Company and Blue Fysh Holdings Inc. (“Blue Fysh”)~~ entered into a ~~share~~joint ~~exchange~~venture ~~agreement~~with ~~creating~~KC ~~minority~~Global ~~ownership~~Media ~~positions~~to ~~between~~accelerate the ~~entities,~~international asexpansion ~~part~~ of ~~their~~JOURNY.tv ~~mutual~~into ~~efforts~~India, toSoutheast Asia, ~~work~~Africa ~~together~~and toAustralia/New ~~expand~~Zealand, ~~each~~targeting ~~company’s~~new ~~business~~regional distribution partnerships and advertising opportunities. See “Recent Developments—KC –Global ~~Blue~~Media ~~Fysh~~Joint ~~Share Exchange” for more details on the transaction~~Venture.”

~~The~~Travel ~~strategic partnership between NextTrip and Blue Fysh is intended to focus on:~~Magazine

●Travel Magazine ~~Expanded audience reach integrating JOURNY.tv,~~ (TravelMagazine.com,) ~~and~~is our editorial travel ~~products~~content platform, ~~NextTrip.com,~~within ~~with~~our ~~Blue~~Media ~~Fysh’s~~segment. ~~expertise~~It inis ~~digital~~an ~~OOH~~online ~~solutions~~travel ~~throughout~~publication ~~North~~that provides ~~America;~~articles, ●guides, ~~Increased~~destination ~~advertising revenue by leveraging their combined media assets~~inspiration, tohotel ~~enhance~~and ~~their~~restaurant ~~ability to broaden reach~~recommendations, ~~deployment,~~ and ~~higher~~general ~~expected~~travel ~~advertising~~advice. ~~fees,~~Its ~~providing~~audience ~~greater~~includes both ~~value~~casual tovacationers ~~advertisers~~ and ~~stakeholders;~~more ●seasoned ~~Enhanced~~travelers ~~sales~~seeking ~~efforts~~ideas ~~with~~and ~~NextTrip~~information ~~utilizing~~for ~~Blue~~their ~~Fysh’s~~next ~~strategic~~trip. ~~sales~~Travel ~~relationships~~Magazine tofunctions ~~contribute~~primarily as ~~advertising~~a ~~sales~~content ~~across NextTrip’s media platforms;~~ and ●audience ~~Increased~~platform ~~Brand~~within ~~Awareness~~our asMedia asegment, ~~result~~generating ofrevenue ~~Blue~~through ~~Fysh’s~~advertising ~~media relationships~~ and ~~digital~~sponsored ~~displays~~content, towhile ~~help~~also directing ~~create~~engaged ~~flash~~readers ~~marketing~~to ~~campaigns~~our toowned ~~raise~~booking ~~awareness~~channels, ofincluding NextTrip and ~~highlight~~Five ~~NextTrip’s~~Star ~~travel~~Alliance, ~~products and services~~ as well as ~~its~~to ~~media~~select ~~properties,~~third-party partners ~~JOURNY.tv~~through ~~and~~affiliate ~~Travel Magazine~~relationships.

~~Revenue~~The ~~Strategy~~media ~~and~~team ~~Development~~benefits from a range of anstrategic ~~Integrated~~partners driving advertising revenue potential, including Leap Media Group (over 35 years of TV advertising and media planning experience), Travel Spike (programmatic and ~~Media~~direct ~~Ecosystem~~travel advertising sales), Magnite (programmatic advertising), and Blue Fysh Holdings (digital out-of-home media solutions across North America). See “Recent Developments—Blue Fysh Share Exchange.”

~~Our~~NXT2.0 ~~revenue~~– ~~strategy~~Our ~~and~~Integrated ~~business model focuses on integrating our Media and~~ Travel ~~segments,~~Booking offering users a comprehensive ecosystem designed to guide and support them throughout the travel experience. Presently, we generate revenue through two core methods: travel bookings and advertising revenue.Platform

~~Travel~~Development ~~Bookings~~of ~~and~~the ~~Related Services~~Platform

~~NextTrip,~~Prior ~~like~~to ~~many~~the ~~OTAs~~COVID-19 ~~and~~pandemic, ~~travel~~NextTrip ~~platforms,~~(then ~~can~~known ~~generate~~as ~~revenue~~Monaker ~~through~~Group) operated a ~~variety~~travel business focused on the sale of ~~channels.~~vacation ~~The~~rentals ~~specific~~and alternative ~~mix~~lodging ~~depends~~rentals on(“ALRs”) ~~the~~through ~~continued~~its ~~development~~proprietary booking engine (NXT1.0). In June 2022, NextTrip acquired the ofBookit.com ~~our~~booking ~~platform~~engine, ~~execution~~including ofits ~~our~~customer ~~business~~database, ~~model~~destination content, ~~partnerships~~source code, and approximately 250 third-party travel supplier Application Programming Interface (“API”) relationships. The Bookit.com platform had previously powered a well-established online leisure travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic). We launched the ~~types~~NXT2.0 ofplatform in ~~services~~May we2023 ~~offer~~and athave ~~any~~since ~~given~~scaled ~~time~~to over four million hotel properties, vacation rental homes, and cruise products globally.

~~Product~~Travel ~~sales~~Products are generally structured either: (1) as a set commission on the sale of a travel product whereby the supplier or wholesaler controls the pricing (as is the case with the majority of Five Star Alliance products), or (2) through a direct, negotiated contract between product supplier and the Company (as is the case with the majority of our products) which allows us to set our own retail pricing based upon market forces and a need to maintain a markup above its fixed cost. Commission-based travel products are generally lower margin than directly negotiated travel products.Services

~~The~~Inventory ~~flexibility~~and ofproduct ~~directly~~offerings ~~negotiated~~on ~~contracts~~our ~~affords~~platform usconsist ~~the~~chiefly ~~opportunity~~of: to(1) ~~both~~direct ~~run~~contracts, ~~specials~~which ~~that~~ are ~~highly~~negotiated ~~competitive~~directly ~~but~~with ~~result~~the intravel provider ~~low~~and ~~margins,~~generally orgenerate tohigher ~~simply~~gross ~~adjust~~margins; ~~pricing~~and to(2) ~~maintain~~third-party ~~competitiveness~~API ~~within~~content, ~~its~~which ~~market.~~is ~~Key~~lower ~~factors~~margin ~~that~~but ~~affect~~significantly ~~revenues~~broadens inventory and ~~profitability include~~supports ~~competitive~~the ~~market~~integration ~~pressures~~of ~~from~~specialty ~~other travel suppliers and distributors~~products, ~~variable~~leading ~~contract terms, marketing budget~~ to ~~create awareness,~~cross-selling and ~~seasonality~~additional revenue opportunities.

~~Leisure~~Our ~~travel~~Direct ~~bookings~~Contract currently generate the majority of our nominal revenues. This includes the sale of travel products such as airline tickets, hotel rooms, and cruises as well as travel services such as travel insurance and ground activities. While we believe this revenue can be accelerated with an enhanced marketing budget, management has largely focused on supplements to its travel offerings by including travel technology products such as our Travel Agent and Groups Platforms.Strategy

~~Additionally,~~Our ~~offering~~initial ~~concierge-level~~focus ~~customer~~was ~~support,~~to ~~trip~~negotiate ~~planning~~direct ~~assistance~~connectivity orand ~~other~~fixed ~~premium~~base ~~features~~pricing ~~can~~contracts ~~provide~~with ~~peace~~hotels ofand ~~mind~~travel suppliers and ~~added~~to ~~convenience~~integrate ~~and~~those ~~may~~products ~~result~~into inNXT2.0. ~~premium~~This ~~service~~allows ~~fees~~us ~~added~~ to ~~the~~set ~~cost~~our ofown ~~booking,~~pricing ~~which~~and ~~represents~~control ~~direct~~our ~~revenue~~margins for leisure and vacation travel products and negotiate and run co-op marketing. This flexibility affords us the opportunity to run competitive specials and adjust pricing within our marketplace.

Our Inventory Expansion and API Strategy

To supplement our higher-margin direct inventory and support our specialty platforms, we have integrated a series of third-party API relationships into NXT2.0. Major suppliers include Expedia (worldwide hotel product), Nuitée (hotel and vacation rental homes), Global Distribution Systems (luxury hotels and activities), and Signature Travel Network via Five Star Alliance (all major cruise lines). These established suppliers provide significant additional content and product depth in our booking engine, giving NextTrip comprehensive global leisure travel inventory coverage.

~~Advertising~~Core Product Offerings

WeNextTrip’s ~~are~~Travel ~~building our own media and advertising ecosystem within our Media~~ segment ~~through~~offerings ~~Travel~~span ~~Magazine~~leisure, ~~and~~luxury, ~~JOURNY.tv.~~cruise, ~~These~~group, ~~media platforms are designed to allow users to explore~~ and ~~educate~~business ~~themselves on~~ travel. ~~The~~Key revenue strategy in the media division is two-pronged: (1) as the number of viewers/users grows, it drives the advertising rates we can charge third-parties to promote travel products and services to our audience and (2) outside of the direct advertising dollars generated from our media platforms which are expected to become a key driver of higher margin revenue than those earned from travel product ~~sales, as the audience grows it will provide additional opportunities for us to promote ours own travel~~ offerings ~~to highly targeted viewers, thus lessening the need for spending significant marketing dollars through other mediums to attract consumers.~~include:

ToNextTrip ~~drive~~Vacations ~~this~~– ~~initiative,~~Our wecore ~~have~~leisure ~~entered into partnerships with Travel Spike and Leap Media Group~~platform, ~~respected~~powered ~~leaders~~by ~~in the travel category with decades of experience in TV advertising~~NXT2.0, ~~media~~delivering ~~planning~~seamless booking and ~~buying.~~customizable ~~JOURNY.tv~~travel isoptions ~~now equipped to deliver branded entertainment content~~across ~~and~~airlines, ~~advertising~~hotels, ~~seamlessly~~cruises, ~~across~~ground ~~its platform~~activities, ~~supported~~and ~~by targeted media strategy designed to optimize revenue well delivering high quality content to travel enthusiasts~~more.

~~Development~~Five ofStar ~~Integrated~~Alliance ~~Revenue~~– ~~Model~~A –luxury ~~Strategy~~travel platform providing access to over 5,000 five-star hotels and ~~Current~~resorts ~~Status~~worldwide with personalized concierge services and an industry-leading 4.9-star Trustpilot rating.

AsNextTrip weCruise ~~are~~– ~~still~~A infully ~~the~~integrated ~~developmental~~cruise ~~phase~~booking ofengine ~~our~~providing ~~commercial~~access ~~operations~~to ~~and~~over ~~have~~10,000 ~~thus~~sailings ~~far~~and ~~realized~~35 ~~only~~cruise ~~nominal~~partners. ~~revenues, the successful~~Travelers ~~execution~~benefit offrom ~~our~~exclusive ~~business~~pricing, ~~strategy~~concierge isservice, ~~predicated upon our capacity to broaden~~ and ~~deepen~~bundled ~~our~~packages ~~supplier~~including ~~base~~transfers, ~~cultivate~~pre- and ~~maintain~~post-cruise ~~a robust customer network~~stays, and ~~obtain~~expert ~~adequate financing to underwrite our marketing initiatives and continued product development. There~~travel ~~can~~support, belaunched noMarch ~~assurance~~27, ~~that we will be able to accomplish any of these objectives~~2025.

WeTA ~~are~~Pipeline in– ~~the~~A ~~early~~premier ~~stages~~group ~~of development and roll out of our comprehensive~~ travel and ~~media~~MICE ~~model.~~platform ~~While~~supporting ~~the~~destination ~~products~~weddings, ~~introduced to date are now functional and responsible for the current~~conferences, ~~nominal revenue generation of the Company~~conventions, ~~the~~and ~~corresponding revenue streams are~~affinity ~~currently~~group ~~both~~travel ~~small~~for ~~and~~groups ~~unpredictable~~ranging ~~relative~~from 50 to ~~the~~5,000 ~~established travel industry leaders~~travelers.

~~While~~Travel ~~our~~Magazine ~~core~~Pro– ~~marketing~~Our ~~initiatives~~premium ~~have~~digital ~~been handicapped due to budget constraints~~editorial, weadvisor ~~have undertaken limited promotions focused on higher margin products~~engagement, ~~in sought after vacation regions like Mexico~~ and ~~the~~travel ~~Caribbean.~~commerce ~~Recognizing~~platform ~~these~~designed marketing budget restraints, we focused our efforts on expanding our product offering globally with major suppliers, including Expedia and Nuitée, among others. Management believes this was a critical step to allow for ~~the launch and promotion of specialty~~ travel ~~services like NextTrip’s Groups Platform (i.e. destination weddings~~agencies, ~~conferences and conventions), NextTrip Travel Agents Platform and business-focused travel offerings. These~~ ~~types of programs require unique technologies~~advisors, ~~broad global inventory offerings,~~ and ~~specialized~~agents ~~servicing. Key~~ to ~~this~~compete ~~development~~online ~~is the~~and fact that the platforms fall outside of the typical OTA business model, thereby justifying the supply of travel products from large OTAs, which in turn supports our platforms while being mutually beneficial to both partiesoffline.

~~Our~~Groups ~~ability~~Platform to– ~~capitalize~~A onsolution ~~existing~~for complex travel ~~technology~~needs platforms is severely restricted due to the lack of funding to drive marketing programs. Enhancements to the existing platforms along with the introduction of new programs under development are needed to complete the model. The timeline to complete these programs is dependent upon our ability to raise capital; however, we believe that most programs can be delivered within 180 days of obtaining such ~~necessary funding. Once fully functioning, we believe the model will deliver accelerated growth~~ as ~~its “conversion technology” focuses on underserved areas in the travel sector utilizing platforms (i.e. PayDlay~~conferences, ~~Groups~~ ~~bookings and Travel Agents) that are not well serviced by the major travel industry leaders. Additionally~~conventions, ~~we have introduced engagement~~ and ~~media~~destination ~~solutions (i.e. JOURNY.tv Travel Magazine)~~weddings, ~~allowing~~with ~~users~~several ~~to better plan future travel. We believe a natural extension~~group ofbookings ~~providing~~completed ~~users~~within ~~with media solutions to assist with travel planning will further~~ the ~~development~~first ~~and~~60 ~~growth~~days of alaunch ~~NextTrip ecosystem. This ecosystem is expected to assist us in reducing external marketing expenditures while creating a new revenue channel~~ from ~~targeted and~~leads ~~timely~~generated ~~advertising~~by ~~designed~~Five toStar ~~assist users in their travel planning~~Alliance. ~~Upon completion of the NextTrip model, we expect to drive revenues from travel solutions outside of the focus of major travel competitors.~~

WeNXT2.0 ~~are~~Platform also engaging Save Your Day Films, a London-based production company celebrated globally for award-winning factual programming and captivating travel content, as an in-house production partner to deliver exclusive content as part of our media strategy, driving traffic, cross-promotional opportunities and licensing revenues.Features

Existing Features

Our marketplace at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises, and activities. We allow travelers to defer payments on select vacation packages with our proprietary PayDlay program, which allows travelers to purchase travel with a small deposit and make subsequent payments between purchase and the week before travel, with no interest charged. Registered NextTrip travelers can manage bookings, receive updates on special offers, and subscribe to newsletters. Security is a priority, with rigorous content screening and Payment Card Industry (“PCI”) compliance to safeguard customer information.

NXT2.0 equips travelers with a seamlessly integrated planning and booking ecosystem. Within a personalized profile, users can explore a curated library of videos and editorial content tailored to their interests, earmark preferred destinations and activities, and engage a dedicated concierge team for travel planning support. Travelers may transact digitally through the platform’s booking engine or speak directly with a call-center specialist, all while utilizing proprietary payment tools such as PayDlay.

Technology and Infrastructure

Our websites are hosted using cloud services distributed globally across multiple regions, designed to manage increases in traffic through scalable computing power without requiring software changes. Our cloud services provide scalable and redundant Internet connectivity as well as redundant power and cooling. We use industry-standard security methods to ensure the integrity of our networks and protection of confidential data. Access to NextTrip’s networks and the servers and databases on which confidential data is stored is protected by industry-standard firewall and encryption technology. Physical access to our servers and related equipment is secured by limiting access to the data center to operations personnel only.

Promethean Interactive Platform

Promethean is our proprietary interactive video overlay platform, licensed on a perpetual basis, which drives advertising revenue and facilitates the connection between our Media and Travel segments. We are integrating this platform into JournyGO’s video content with interactive overlays that allow users to initiate travel bookings directly from streaming content through contextual calls-to-action without interrupting the viewing experience. Promethean is the key technology enabling our “Watch. Scan. Book. Go.” ecosystem, providing the link through which JOURNY.tv viewers in our Media segment can transact within our Travel segment in real time.

Revenue Strategy and Development of an Integrated Travel and Media Ecosystem

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

Travel Segment Revenue

We generate Travel segment revenue through commissions, markups, and service fees on travel bookings across hotels, vacation rentals, cruises, packages, and related travel services. Product sales are generally structured either: (1) as a set commission on the sale of a travel product whereby the supplier or wholesaler controls the pricing (as is the case with the majority of Five Star Alliance products), or (2) through a direct, negotiated contract between the Company and the product supplier (as is the case with the majority of NextTrip’s products), which allows us to set our own retail pricing. Commission-based travel products are generally lower margin than directly negotiated travel products. Our strategy emphasizes higher-value travel segments, including luxury travel, cruise, and group travel, which we believe offer higher transaction values, repeat business opportunities, and enhanced service economics. Travel Magazine Pro also contributes Travel segment revenue through affiliate commissions and sponsored booking content.

Media Segment Revenue

We generate Media segment revenue through advertising, sponsorships, branded content, and destination marketing programs across JOURNY.tv and Travel Magazine. As the number of viewers and users grows, it drives the advertising rates the Company can charge third parties to promote travel products and services to our audience. Beyond generating direct advertising dollars, our growing audience provides additional opportunities for NextTrip to promote its own Travel segment products to highly targeted viewers, reducing our dependence on external marketing channels.

The deployment of JournyGO and the Promethean interactive overlay platform is expected to further enhance both segments by converting Media segment viewership into Travel segment bookings, while simultaneously supporting higher advertising CPMs through demonstrated audience action rates.

Development of Integrated Revenue Model

NextTrip is in the early stages of development and roll out of its comprehensive two-segment model. While the products introduced to date are now functional and generating nominal revenues, those revenue streams are currently small and variable relative to established travel industry leaders. Our ability to capitalize on our platforms is constrained by limited funding for marketing programs. The timeline to complete planned programs is dependent upon our ability to raise capital; however, we believe that most programs can be delivered within 180 days of obtaining such necessary funding. Once fully integrated, we believe the model will deliver accelerating revenue growth as our content-to-commerce strategy targets underserved areas in the travel sector—such as PayDlay, Groups bookings, and the Travel Agent Platform—not well serviced by the major travel industry leaders.

Recent Developments

Acquisition of TAa ~~Pipeline~~Controlling Interest in YADA

On ~~August~~June 610, ~~2025~~2026, the Company entered into a ~~Membership~~Stock ~~Interest~~ Purchase Agreement ~~(the “TA MIPA”)~~ with TAYADA ~~Pipeline~~Commerce ~~LLC~~Inc. (“TAYADA”) ~~and~~ ~~the members of TA (the “TA Members”),~~ pursuant to which the Company ~~purchased~~acquired ~~all~~a ofcontrolling ~~the~~interest ~~issued~~in ~~and~~YADA, ~~outstanding~~a ~~membership interests~~fully oflicensed TATikTok ~~from~~Partner ~~the~~Agency TAand ~~Members~~creator-commerce ~~(the~~platform ~~“TA~~focused ~~Acquisition”)~~on influencer engagement, ~~resulting~~audience indevelopment, TAdigital ~~becoming~~commerce, aand ~~wholly-owned~~music ~~subsidiary~~artist ofpromotional ~~the Company~~events. ~~The TA Acquisition closed on August 6, 2025.~~

Pursuant to the TA MIPA, as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $443,169 in cash (the “TA Closing Payment”), $118,169 of which (the “Estimated Additional Closing Payment”) was paid as a purchase price adjustment based on the Members’ Deficit (as defined in the TA MIPA) set forth in the closing balance sheet provided by TA in connection with closing, as more particularly provided for by the TA MIPA; and (ii) issued an aggregate of 96,774 restricted shares of Company common stock (the “TA Closing Shares,” and together with the TA Closing Payment, the “TA Closing Consideration”) to the TA Members, valued at $300,000, based on a price per share of $3.10. The Estimated Additional Closing Payment is subject to adjustment, upward or downward, to the extent that the Members’ Deficit as of the closing date is determined to be less than or exceed $175,000, as provided in the TA MIPA. In addition to the TA Closing Consideration, and as further consideration for the TA Acquisition, the Company shall make an additional payment to the TA Members in the form of an earnout (the “TA Milestone Payment”), which shall be in an amount equal to five percent (5%) of the net revenues generated by TA during the 12 month period after the closing date (the “Milestone Period”), up to a maximum of $200,000. The TA Milestone Payment shall be paid to the TA Members within 10 days following completion of the Milestone Period and will be payable fifty percent (50%) in cash and fifty percent (50%) in restricted shares of Company common stock (the “TA Milestone Shares,” and together with the TA Closing Shares, the “TA Acquisition Shares”), to be calculated based on a price per share of $3.10

In addition to the foregoing, in the event that the Fair Market Value of the Company’s common stock is less than $3.10 (the “Base Price”) during the applicable Exercise Period, each TA Member shall have the limited, one time option, to exercise one of the following rights as to some or all of their outstanding TA Acquisition Shares by delivering notice to the Company: (i) the right to require the Company to repurchase from the TA Member all or any portion of their outstanding TA Acquisition Shares at the Base Price; (ii) the right to require the Company to issue to such TA Member that number of additional shares of Company common stock (the “Top Up Shares”) as is necessary to make the aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Fair Market Value) equal to the original aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Base Price); and (iii) the right to require the Company to pay to such TA Member, in cash, an amount equal to the product of (x) the number of TA Acquisition Shares specified in the notice and (y) the positive difference, if any, between the Base Price and the Fair Market Value. For purpose of the foregoing rights, the “Exercise Period” means the three month period commencing upon the earlier of: (i) with respect to the TA Closing Shares, (x) the date that the TA Closing Shares first become eligible for public resale and (y) the first anniversary of the closing date; and (ii) with respect to the TA Milestone Shares, (x) the date that the TA Milestone Shares first become eligible for public resale and (y) the first anniversary of the closing date. Additionally, for purpose of the foregoing rights, “Fair Market Value” means the volume weighted average price per share of the Company’s common stock for the twenty consecutive trading days immediately preceding the notice date. During the Exercise Period, each of the TA Members shall be prohibited from engaging in certain transactions in the Company’s stock, as more particularly set forth in the TA MIPA.

In consideration for their receipt of the foregoing consideration, at closing of the TA Acquisition, each of the TA Members entered into restrictive covenant agreements providing for certain customary restrictive covenants, including customary non-competition, non-solicitation and no hire covenants for a period of three years following the closing date, and customary confidentiality covenants.

~~Acquisition~~Highlights of ~~Five~~the ~~Star Alliance~~Transaction:

~~On February~~● 6,Adds ~~2025, the Company entered into~~ a ~~Membership~~Fully ~~Interest~~Licensed ~~Purchase~~TikTok ~~Agreement~~Partner ~~(the~~Agency ~~“FSA~~providing ~~Purchase~~access ~~Agreement”)~~to ~~with~~creator ~~FSA Travel~~recruitment, ~~LLC~~audience ~~(“FSA”)~~development, ~~John~~affiliate ~~McMahon~~commerce, aslivestream ~~Majority Member~~commerce, and ~~the~~creator ~~other~~monetization ~~members of FSA included on the signature page thereto (Mr~~capabilities. ~~McMahon~~● ~~together~~Expands ~~with~~NextTrip’s ~~such~~Audience ~~other~~Acquisition ~~members,~~Engine ~~collectively~~through ~~the~~access ~~“FSA Members”). Pursuant~~ to ~~the~~thousands ~~FSA~~of ~~Purchase~~creators ~~Agreement,~~and ~~on February~~billions ~~10,~~of ~~2025~~aggregate ~~(the~~followers ~~“Initial~~across ~~Closing~~social ~~Date”),~~media ~~the~~platforms. ~~Company~~● ~~purchased~~Launches ~~9,608~~NextTrip’s ~~membership~~Destination ~~units~~Entertainment of& ~~FSA~~Creator ~~(equal~~Commerce towith a4 ~~49%~~destination ~~ownership stake~~music inevents ~~FSA~~already ~~immediately~~committed ~~after~~featuring ~~closing)~~exclusive ~~(the~~artist ~~“Initial~~partnerships, ~~Interests”)~~fan inexperiences, ~~exchange~~concert ~~for~~travel ~~the Company’s (i) payment of $500~~programs,~~000 in~~ ~~cash~~ and ~~(ii)~~creator-led ~~issuance~~commerce ofinitiatives. ~~161,291~~● ~~shares~~Creates ofNew ~~newly~~Revenue ~~designated~~Opportunities ~~Series~~for Oour ~~Nonvoting~~media ~~Convertible~~platform ~~Preferred Stock of the Company (“Series O Preferred”)~~ to ~~FSA.~~drive Inadditional ~~connection~~advertising, ~~with~~sponsorships, ~~and~~travel asbookings, aexperiential ~~condition~~travel, tomemberships, ~~the~~gift ~~Initial Closing~~cards, ~~the~~loyalty ~~Company~~programs, ~~entered into employment agreements with Mr. McMahon~~ and ~~Courtney~~creator ~~May, each of whom became employees of the Company as of the Initial Closing Date~~commerce.

InThrough ~~addition~~YADA, ~~subject to satisfaction of~~ the ~~conditions discussed below, the FSA Purchase Agreement provided the~~ Company ~~with~~gains ana ~~option~~strategic ~~(the “Option”),~~creator-commerce inplatform ~~its~~capable ~~sole discretion, to purchase the remaining 51%~~ of ~~the~~driving ~~membership~~audience ~~units~~acquisition, ~~from~~creator ~~the FSA Members within 60 days of the Initial Closing Date (the “Final Closing Date”)~~engagement, ~~in exchange for (i) the payment by the Company to the FSA Members~~entertainment ~~of an aggregate of $500~~experiences,~~000~~ ~~in cash~~ and ~~(ii)~~travel ~~the~~transactions ~~issuance~~across ~~of an aggregate of 161,291 shares of Series O Preferred to~~ the ~~FSA~~broader ~~Members (the~~NextTrip ~~“Final Closing”)~~ecosystem. ~~The~~NextTrip ~~Company’s~~believes ~~Option was subject to, and contingent upon, satisfaction of~~ the ~~following~~acquisition ~~conditions:~~represents significantly ~~(i)~~more ~~the~~than ~~continued~~a ~~employment~~traditional ofsocial ~~Mr.~~media ~~McMahon~~marketing initiative and ~~Ms.~~includes ~~May~~access ~~by the Company, subject~~ to ~~limited~~pre-booked ~~exceptions,~~group ~~(ii)~~travel ~~the~~programs ~~completion~~involving ofseveral ~~a $2,000,000~~artists ~~capital~~for ~~raise~~exclusive byconcert ~~the~~experiences ~~Company,~~for ~~and~~super ~~(iii)~~fans ~~the~~in ~~continued~~unique ~~operation~~destinations ofand ~~FSA~~premium byresort ~~FSA’s existing management until the Final Closing Date~~venues.

OnUnder ~~April 9, 2025 (~~the ~~“Final Closing Date”)~~agreement, ~~upon~~NextTrip ~~FSA’s~~will ~~agreement~~serve toas ~~waive~~ the ~~capital~~travel ~~raise~~fulfillment ~~condition~~partner tofor ~~closing,~~YADA’s ~~the Company~~music ~~exercised~~artist ~~the~~promotional ~~Option~~events and, inrelated ~~satisfaction~~fan experiences. ofThe ~~its~~Company ~~obligations~~expects ~~under~~to ~~the~~leverage ~~Purchase~~its ~~Agreement~~group intravel ~~connection~~capabilities ~~with~~through ~~the~~TA ~~Final Closing~~Pipeline, ~~the~~ ~~Company~~luxury ~~paid~~travel ~~the~~offerings ~~FSA~~through ~~Members an aggregate of $500,000 in cash and issued the FSA Members an aggregate of 161,291 shares of Series~~Five OStar ~~Preferred. As a result~~Alliance, asconcierge oftravel ~~the Final Closing Date~~services, ~~the~~and ~~Company~~proprietary ~~acquired~~travel ~~the~~inventory ~~remaining~~available ~~51%~~through of the ~~membership~~NXT2.0 ~~units~~platform into ~~FSA~~support ~~and~~future ~~FSA~~event-related ~~became~~travel ~~a wholly-owned subsidiary of the Company~~programs.

InLaunch ~~addition~~of toJournyGO ~~the~~– ~~above~~Agentic ~~consideration,~~AI-Powered ~~the~~Watch. ~~FSA~~Scan. ~~Purchase~~Book. ~~Agreement~~Go. ~~provided that the Company shall make additional payments to the FSA Members upon achievement of certain milestones, as follows:~~Ecosystem

1.On March ~~The~~31, ~~payment of $100~~2026,~~000~~ ~~in cash and~~ the ~~issuance~~Company oflaunched 32JournyGO,~~258~~ ~~shares~~its ofnext-generation ~~Series~~agentic OAI-powered ~~Preferred~~consumer atengagement ~~such~~and ~~time~~booking asecosystem ~~FSA~~within the ~~shall have~~ Travel ~~Bookings~~segment. ofJournyGO ~~Travel~~integrates ~~Products~~immersive ~~for~~travel ~~five~~video ~~groups~~(delivered bythrough ~~FSA,~~ the ~~commissions~~Company’s ~~to FSA for which are scheduled to be collected after the Final Closing; 2~~JOURNY.tv ~~The~~Media ~~payment~~segment ~~of $100~~platform),~~000 in cash and~~ the ~~issuance~~Company’s ofproprietary ~~32,258~~Promethean ~~shares~~interactive ofoverlay ~~Series O Preferred at such time as FSA shall have Travel Bookings of cruise related Travel Products~~technology, ~~the~~dynamic ~~gross~~travel ~~cumulative cost of which to the customers is greater than or equal to $25~~packaging,~~000~~ and ~~the~~agentic ~~commissions~~AI ~~for~~assistance—supported by ~~which~~live ~~are~~Travel ~~scheduled~~Specialists towhen ~~collected after the Final Closing; 3. The payment of $100,000 in cash and issuance of 32,258 shares of Series O Preferred at such time as FSA shall deliver all necessary passcodes~~ needed—to ~~allow~~seamlessly ~~NextTrip~~move ~~full~~viewers ~~remote~~from ~~access~~inspiration to ~~the~~confirmed ~~FSA~~travel ~~booking engine for use by NextTrip; and 4~~bookings. ~~The~~JournyGO ~~payment~~represents the offull ~~$100,000~~commercial inactivation ~~cash and issuance 32,258 shares~~ of ~~Series~~our O“Watch. ~~Preferred~~Scan. atBook. ~~such~~Go.” ~~time as FSA shall have Travel Bookings for Travel Products, the cumulative gross cost of which~~ content-to-commerce ~~the~~strategy ~~customers~~and is ~~greater~~designed ~~than or equal~~ to $1drive ~~million~~Travel segment bookings and ~~the~~Media ~~commissions~~segment ~~for~~advertising ~~which~~revenue ~~are~~directly ~~scheduled~~from tostreaming becontent ~~collected after the Final Closing~~engagement.

OnLaunch ~~April 28, 2025, the parties determined that each~~ of ~~the~~Travel ~~foregoing~~Magazine milestones had been achieved, and in satisfaction of its obligations under the FSA Purchase Agreement, the Company paid the FSA Members an aggregate of $400,000 in cash and issued the FSA Members an aggregate of 120,967 shares of Series O Preferred.Pro™

The Company launched Travel Magazine Pro™, a category-defining platform within the Travel segment that reimagines how travel advisors inspire, engage, and monetize demand in a world increasingly driven by digital discovery and real-time transactions. Travel Magazine Pro™ equips travel advisors with a vertically integrated platform combining premium media, intelligent CRM, and embedded commerce, enabling advisors to distribute editorial-quality travel content—destinations, itineraries, and curated journeys—fully embedded with live, bookable inventory.

The platform is powered by NextTrip’s connected trip technology and enhanced through licensed technology integrations with Worldia, enabling dynamic packaging of flights, hotels, and experiences into flexible, real-time itineraries. Travel Magazine Pro™ incorporates a robust attribution framework that tracks and links advisor-driven engagement to completed bookings across the customer journey, including delayed or repeat bookings within defined attribution windows, enabling advisors to earn fees and commissions on transactions attributable to their content and client interactions. Key platform capabilities include seamless in-content booking, dynamic customizable travel packages, competitive pricing, high-margin commission structures across all travel components including air, and AI-driven personalization. Travel Magazine Pro™ is now available to travel advisors nationwide.

Launch of JOURNY App on Apple iOS

The Company launched the JOURNY App on Apple iOS, expanding direct consumer access to JOURNY.tv travel programming on mobile devices. The iOS app extends the JournyGO ecosystem to mobile viewers and supports the Company’s Media segment strategy of reaching travel audiences across connected TV, mobile, and digital platforms.

GoUSA TV Asset Purchase

On February 2, 2026, NextTrip, Inc. entered into an Asset Purchase Agreement with The Corporation for Travel Promotion, doing business as “Brand USA” (“Seller”), pursuant to which the Company agreed to purchase select content, brand rights, and distribution assets (collectively, the “Assets”) of GoUSA TV, a travel streaming platform originally launched to showcase destinations across the United States. GoUSA TV historically reached an estimated 200+ million viewers globally across connected TV, mobile applications, and digital platforms, including Samsung TV Plus, LG Channels, Titan OS, and TCL International.

KC Global Media Joint Venture

In July 2025, NextTrip entered into a joint venture with KC Global Media, a leading Asian entertainment network founded by former Sony executives, to accelerate the international expansion of the JOURNY.tv Media segment platform into India, Southeast Asia, and Australia/New Zealand. This initiative is intended to support regional distribution partnerships, advertising monetization opportunities, and localized content strategies, while significantly expanding NextTrip’s global audience reach and strengthening top-of-funnel travel demand generation for the Travel segment.

Acquisition of TA Pipeline

On August 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with TA Pipeline LLC (“TA”) and the members of TA (the “TA Members”), pursuant to which the Company purchased all of the issued and outstanding membership interests of TA (the “TA Acquisition”). The TA Acquisition closed on August 6, 2025, resulting in TA becoming a wholly-owned subsidiary of the Company operating within the Travel segment.

Pursuant to the TA MIPA, as consideration for the TA Acquisition, the Company (i) paid the TA Members an aggregate of $443,168 in cash and (ii) issued an aggregate of 96,774 restricted shares of Company common stock valued at $300,000, based on a price per share of $3.10. In addition, the Company shall make an earnout payment equal to five percent (5%) of the net revenues generated by TA during the 12-month period after the closing date, up to a maximum of $200,000, payable 50% in cash and 50% in restricted shares of Company common stock at $3.10 per share.

In addition, in the event that the fair market value of the Company’s common stock is less than $3.10 per share during the applicable exercise period, each TA Member shall have a limited, one-time option to (i) require the Company to repurchase all or a portion of their TA acquisition shares at $3.10, (ii) require the Company to issue additional shares to make the aggregate value equal to the original aggregate value, or (iii) require the Company to pay the difference in cash between the base price and fair market value. The exercise period commences upon the earlier of the date the shares first become eligible for public resale or the first anniversary of the closing date.

On February 24, 2026, the former TA Members delivered a notice exercising the Put Option and demanding that the Company repurchase all 96,774 shares in cash at the $3.10 per share Base Price. The Company declined to honor the exercise, believing the former TA Members are in breach of their obligations under the TA MIPA. Following unsuccessful discussions between the parties, the Company was notified on July 14, 2026 that the former TA Members had filed a Demand for Arbitration with the American Arbitration Association in Las Vegas, Nevada, asserting a claim for breach of contract and seeking damages of not less than $299,999.40, together with attorneys' fees, pre-judgment and post-judgment interest, and arbitration costs. See Part II, Item 1, “Legal Proceedings.”

The Company believes it has meritorious defenses and intends to defend the matter vigorously and to pursue available counterclaims. The Company cannot predict the outcome of the arbitration or reasonably estimate the amount or range of any possible loss at this time. If the matter is ultimately resolved against the Company, the Company could be required to pay up to approximately $300,000 in cash (exclusive of interest, fees, and costs), or to issue additional shares of common stock, which could adversely affect the Company's cash position and liquidity. The 96,774 shares remain classified as mezzanine equity, at a carrying value of $387,000, on the Company's condensed consolidated balance sheet.

TA Pipeline adds a customer base of large group travel organizers, integrates its customer pipeline into NextTrip’s NXT2.0 booking technology and PayDlay financing tool, and creates cross-media leverage through JOURNY.tv and Travel Magazine Pro.

Acquisition of Five Star Alliance

On February 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “FSA Purchase Agreement”) with FSA Travel, LLC (“FSA”), John McMahon, as Majority Member, and the other members of FSA. On February 10, 2025, the Company completed an initial closing, purchasing a 49% ownership stake in FSA for $500,000 in cash plus 161,291 shares of Series O Nonvoting Convertible Preferred Stock. On April 9, 2025, the Company exercised its option to acquire the remaining 51% of FSA’s membership units for an additional $500,000 in cash plus 161,291 shares of Series O Preferred Stock, resulting in FSA becoming a wholly-owned subsidiary of the Company within the Travel segment.

On April 28, 2025, the parties determined that each of the four performance milestones under the FSA Purchase Agreement had been achieved, and in satisfaction of those obligations, the Company paid the FSA Members an additional aggregate of $400,000 in cash and issued an aggregate of 120,967 shares of Series O Preferred. In total, the Company paid aggregate cash consideration of $1,400,000 and issued an aggregate of 443,549 shares of Series O Preferred to the FSA Members in connection with the acquisition of Five Star Alliance.

Founded in 2004, Five Star Alliance is a premier luxury travel agency known for its curated collection of over 5,000 five-star hotels and resorts worldwide, with an industry-leading 4.9-star Trustpilot rating and over 400,000 monthly site visitors. Five Star Alliance offers personalized recommendations, high-end travel solutions, a proprietary booking engine, and established relationships with premium travel providers.

Blue Fysh Share Exchange

On February 24, 2025, the Company and Blue Fysh Holdings Inc. (“Blue Fysh”) entered into a share exchange agreement (the “BF Share Exchange Agreement”) whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing a 10% interest in Blue Fysh, in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock ~~(the “Series N Preferred”)~~ of the Company at an issuance price of $5.00 per share ~~(the “BF Share Exchange”)~~. The BF Share Exchange closed on February 28, 2025. ~~The~~Blue ~~parties~~Fysh ~~entered~~is ~~into~~focused ~~the~~on BFdigital ~~Share~~and ~~Exchange~~network solutions ~~Agreement,~~connecting ~~creating~~people ~~minority~~to ~~ownership~~brands ~~positions~~through ~~between~~thousands ~~the~~of ~~entities,~~digital asinstallations ~~part~~in ofdiverse environments across North America. The strategic ~~their~~partnership ~~mutual~~with ~~efforts~~Blue toFysh ~~work~~is ~~together~~intended to expand ~~each~~audience ~~company~~reach by integrating JOURNY.tv, Travel Magazine, and NextTrip’s ~~business~~booking platform ~~opportunities~~with Blue Fysh’s digital out-of-home solutions, increase advertising revenue through combined media assets, and leverage Blue Fysh’s strategic sales relationships on behalf of NextTrip’s Media segment.

JOURNY.tv Asset Purchase

On April 1, 2025, the Company entered into an asset purchase agreement ~~(the “JOURNY.tv Purchase Agreement”)~~ with Ovation LLC (“Ovation”), pursuant to which the Company purchased assets, including ~~without limitation~~ trademarks, domains, apps ~~and certain agreements~~, and ~~assumed~~ certain ~~liabilities~~distribution agreements related to Ovation’s JOURNY.tv business for ($300,000 in cash and 20,000 restricted shares of Company common stock. In connection with the “acquisition, the Company and Ovation also entered into a License Agreement pursuant to which Ovation granted the Company non-exclusive rights to exhibit JOURNY.tv ~~Acquisition”).~~programming ~~The~~through ~~JOURNY~~FAST and Video On Demand channels.tv ~~Acquisition~~The ~~closed~~aggregate onnon-refundable ~~April~~license 1,fee ~~2025~~payable over the term of the License Agreement is $336,801.

~~Pursuant~~NextTrip toCruise 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.Launch

InOn ~~connection~~March ~~with the JOURNY.tv Acquisition~~27, ~~on April 1,~~ 2025, ~~the~~NextTrip ~~Company~~unveiled ~~and~~NextTrip ~~Ovation~~Cruise, ~~also entered into~~ a ~~License~~fully ~~Agreement~~integrated ~~(the~~cruise ~~“License Agreement”),~~booking ~~pursuant~~engine towithin ~~which Ovation granted~~ the ~~Company~~Travel ~~the~~segment ~~non-exclusive~~providing ~~right, throughout the territories and for the term~~access ~~set forth therein,~~ to ~~exhibit,~~over ~~promote~~10,000 ~~market,~~sailings ~~advertise, publicize~~ and~~/or~~ ~~otherwise~~35 ~~exploit~~cruise ~~the programs listed in the License Agreement in the media of (i) FAST via the JOURNY~~partners.tv ~~Channel~~Travelers ~~and~~benefit ~~(ii)~~from ~~Video~~exclusive Onpricing, ~~Demand~~concierge ~~via the JOURNY.tv Channel. Pursuant to the License Agreement~~service, ~~Ovation~~ ~~shall not license any unaffiliated third party the right to exhibit certain of the programs subject to the License Agreement~~ and ~~shall~~bundled ~~not~~packages ~~use certain of the programs subject to the License Agreement on its owned or operating streaming platforms (subject to~~that ~~certain~~include ~~exceptions). As consideration for the rights granted under the License Agreement~~transfers, ~~the~~pre- ~~Company~~and ~~agreed to pay Ovation an aggregate non~~post-~~refundable~~cruise ~~license fee of $336~~stays,~~801,~~ ~~payable~~and inexpert ~~various~~travel ~~tranches through October 31, 2027~~support. ~~Either party may terminate the License Agreement in the event of a material default by the other party that is not cured within fifteen days after the defaulting party receives notice of such default.~~

~~Strategic Partnership with Intimate Hotels of Barbados (“IHB”)~~49

On April 3, 2025, we entered into a strategic partnership with IHB, a collection of over 35 independent hotels and vacation rentals. The Company will serve as the official booking engine for IHB, providing a fully integrated travel portal and customized packaging tools directly on the IHB website.

NextTrip Cruise Launches, Offering Seamless Cruise Booking Experience

On March 27, 2025, the Company unveiled NextTrip Cruise, a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners. Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and expert travel support.

Changes to the Board of Directors

On July 14, 2025, the Company’s Board of Directors adopted a resolution to increase the size of the board from five to seven members and appointed Bill Kerby, the Company’s Chief Executive Officer, and Andy Kaplan as directors to fill the newly created vacancies, in each case effective July 17, 2025. Mr. Kerby shall serve as a Class II director of the Company, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders, and Mr. Kaplan shall serve as a Class III director, with his initial term expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of Messrs. Kerby and Kaplan will serve as a director for the balance of their respective initial terms, and until his successor is elected and qualified, subject to his earlier death, resignation or removal. Additionally, effective July 17, 2025, the Board appointed Mr. Kaplan to serve as a member of the Nominations & Governance Committee of the Board.

48Additionally, in accordance with the Board Appointment Rights provided for in the Exchange Agreement, on July 14, 2025, the Company’s Board of Directors appointed the NTH Appointees as directors, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company. Stephen Kircher shall serve as a Class I director, with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders; Jimmy Byrd shall serve as a Class II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders; and Ms. Diges and Mr. Jiang shall each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of NTH Appointees will serve as a director for the balance of their respective initial terms, and until his or her successor is elected and qualified, subject to his or her earlier death, resignation or removal. Additionally, effective July 28, 2025 and as amended on March 3, 2026, the Board appointed the NTH Appointees to serve on the following committees of the Board:

~~Additionally, in~~● ~~accordance~~Audit ~~with~~Committee: ~~the~~Carmen ~~Board~~Diges ~~Appointment Rights provided for in the Exchange Agreement~~(Chair), onStephen ~~July~~Kircher ~~14,~~and ~~2025,~~Jimmy ~~the~~Byrd ~~Company’s~~● ~~Board~~Compensation ~~of Directors~~Committee: ~~appointed~~David ~~the~~Jiang ~~NTH Appointees as directors~~(Chair), ~~in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company.~~ Stephen Kircher ~~shall serve as a Class I director~~, ~~with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders;~~ Jimmy Byrd ~~shall serve as a Class II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders;~~ and ~~Ms.~~Carmen Diges ~~and~~● ~~Mr.~~Nominations ~~Jiang~~& ~~shall~~Governance ~~each~~Committee: ~~serve as~~Andy aKaplan ~~Class III director~~(Chair), ~~with~~David ~~their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of NTH Appointees will serve as a director for the balance of their respective initial terms~~Jiang, and ~~until~~Carmen his or her successor is elected and qualified, subject to his or her earlier death, resignation or removal. Additionally, effective July 28, 2025, the Board appointed the NTH Appointees to serve on the following committees of the Board:Diges

● Audit Committee: Carmen Diges (Chair), Stephen Kircher and Jimmy Byrd ● Compensation Committee: Jimmy Byrd (Chair), Stephen Kircher and Carmen Diges ● Nominations & Governance Committee: David Jiang (Chair) and Carmen DigesFacilities

Our principal executive office is located at 1560 Sawgrass Corporate Parkway, Suite 400, Sunrise Florida 33323. The lease is on a month-to-month basis, and can be terminated by either party at any time.

Results of Operations

Three Months Ended ~~November~~May 3031, ~~2025~~2026 Compared to the Three Months Ended ~~November~~May 3031, ~~2024~~2025

Three Months Ended November 30,

Three Months Ended May 31,

Revenue by segment

~~2025~~2026

~~2024~~2025

% Change

Media

2140,~~098~~952

Travel

1,~~179~~410,~~032~~783

74138,~~635~~827

~~1,480~~916

Total Revenue

1,~~200~~451,~~130~~735

74138,~~635~~827

~~1,508~~946

The increase in revenue of $1,312,908, or 946% for the three months ended ~~November~~May 3031,~~2025~~ as2026 ~~compared~~vs. toMay ~~the~~31, ~~same~~2025 ~~period in 2024~~ was primarily due to group travel-related revenues, ~~a consortia payment,~~ and ~~commission~~cruise ~~income generated from Five Star Alliance (“FSA”)~~ bookings. ~~Additionally~~In addition, our Media segment generated ~~$21,098~~revenue from direct advertising sales and programmatic revenues.

Our cost of revenue for the three months ended ~~November~~May 3031, ~~2025~~2026 was $~~982~~1,~~652~~243,636, as compared to $7699,~~751~~921 for the same period in ~~2024~~2025, an increase of $~~905~~1,~~901~~143,715, or 1,~~180~~145%. The increase was primarily attributable to the increase in sales from ~~the~~fiscal ~~third~~year ~~quarter~~2026 ~~of 2025~~ as compared to fiscal ~~the~~year ~~third quarter of 2024~~2025.

Our gross margin for the three months ended ~~November~~May 3031, ~~2025~~2026 was 1814%, as compared to ~~(-3~~28%) for the same period in ~~2024~~2025. The ~~improvement~~ decline in gross margin was is primarily ~~attributable~~driven toby ~~FSA~~a shift in the type of revenue we received, as revenue from higher-margin agent (commission) travel bookings and ~~group~~direct advertising sales declined relative to merchant-of-record travel bookings.

Our total operating expenses for the three months ended November 30, 2025 were $3,302,260, as compared to $1,771,411 for the same period in 2024, an increase of $1,530,849, or 86%. The increase was primarily attributable to an increase in professional services, an increase in technology services, and an increase in depreciation and amortization expenses, as further discussed below. Non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common and preferred shares issued to third parties for services, and depreciation and amortization totaled $1,324,807, or 40% of our operating expenses for the three months ended November 30, 2025, and $189,716, or 11% of our operating expenses for the same period in 2024.

Salary and benefits costs were $669,131 for the three months ended November 30, 2025, as compared to $690,524 for the same period in 2024, a decrease of $21,393, or -3%. The decrease was comprised of: (a) a decrease in stock appreciation rights expense of $24,593 due to revaluation; and (b) a decrease in salaries of $11,077 due to the replacement of two executive positions with international contractors whose costs are now reflected in professional services. These decreases were partially offset by an increase in payroll taxes and benefits expense of $8,407, an increase in severance of $4,375 and an increase in commission expense of $1,497.

Stock-based compensation was $0 for the three months ended November 30, 2025, as compared to $6,227 for the same period in 2024, a decrease of $6,227 as all outstanding options are fully vested and no new options were granted during the period.

We incurred general and administrative costs of $62,094 during the three months ended November 30, 2025, as compared to $31,533 in the same period in 2024, an increase of $30,561, or 97%. The increase was primarily the result of: (a) $17,013 for various compliance fees and minimum payments associated with California state tax filings; and (b) travel expenses incurred for multiple conferences of $13,039, (c) an increase in office related expenses of $509.

We incurred marketing costs of $60,080 during the three months ended November 30, 2025, as compared to $30,529 during the same period in 2024. The increase of $29,551, or 97%, was due to an increase in external marketing services of $19,039, an increase in media consulting expenses of $14,739 due to the engagement of a social media influencer agency for JOURNY.tv; partially offset by a decrease in email marketing expenses of $4,227.

Professional service fees incurred in the three months ended November 30, 2025 were $1,787,116 as compared to $517,760 incurred during the same period in 2024, an increase of $1,269,356, or 245%. This increase was a result of: (a) an increase in investor relations expenses of $785,833 due to the renewal of existing contracts plus the addition of three new contracts; (b) an increase in contract labor of $294,504 related to JOURNY.tv and operations; (c) an increase in consulting fees of $183,394 for business development initiatives; (d) an increase in accounting expenses of $43,860 due to technical accounting services related to the acquisition of TA Pipeline.; partially offset by a decrease in lending fees of $37,000 related to bridge loan financings and a decrease in legal fees of $1,235. Of the total professional service fees of $1,787,116 for the three months ended November 30, 2025, $1,053,400, or 59%, were incurred as non-cash expenses.

We incurred technology costs of $310,217 during the three months ended November 30, 2025, as compared to $227,845 during the same period in 2024. The increase of $82,372, or 36%, was primarily attributable to: (a) an increase in expenses in connection with JOURNY.tv of $45,735 for content licensing; (b) an increase in dues and subscriptions expense of $39,204 primarily related to integration of a new customer relationship management and business management system, Zoho One, as well as the addition of dues and subscription expenses from the acquired businesses; and (c) an increase in information technology services of $6,802 for outsourcing service work.; partially offset by a decrease in cloud database expenses of $7,952 and a decrease in software license expenses of $1,417.

Organizational costs for the three months ended November 30, 2025, were $54,901, as compared to $40,030 for the same period in 2024, an increase of $14,871, or 37%. The increase is primarily attributable to compensation for one additional board member and a timing difference in the annual meeting.

Depreciation and amortization expense for the three months ended November 30, 2025 was $272,628, as compared to $148,803 for the same period in 2024, an increase of $123,825, or 83%. The increase was primarily due to commencing amortization of JOURNY.tv, and the FSA and TA Pipeline tradename, software, and agreements.

Other operating expenses were $86,093 for the three months ended November 30, 2025, as compared to $78,160 for the same period in 2024. The $7,933 increase was primarily due to an increase in merchant processing fees of $27,771 primarily related to TA Pipeline; partially offset by a decrease in D&O insurance premiums of $17,931, and a decrease in other miscellaneous fees of $1,907.

During the three months ended November 30, 2025, we realized net other expense of $190,784, as compared to net other expense of $236,302 in the same period in 2024. The decrease in net other expense of $45,518 was primarily due to a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. resulting in other income of $149,517, and the November revaluation of the derivative liability, which decreased the liability by $40,000, partially offset by (a) interest expense of $88,459 in connection the amortization of the debt discount associated with bridge loans; (b) interest expense associated with notes payable and other expenses of $30,040; and (c) loss on extinguishment of debt of $25,500.

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

	Three Months Ended November 30,
Operating loss by segment	2025			2024			% Change
Media	$	(466,889	)	$	-			-
Travel		(236,859	)		(416,107	)		(43	)%
Total segment operating loss		(703,748	)		(416,107	)		69	%
Corporate		(2,381,034	)		(1,357,420	)		-
Total Operating loss	$	(3,084,782	)	$	(1,773,527	)		-

Our total operating expenses for the three months ended May 31, 2026 were $3,121,852, as compared to $4,678,643 for the same period in 2025, a decrease of $1,556,791, or 33%. The decrease was primarily attributable to stock options granted to former directors and other non-cash professional services expenses incurred during the first quarter of fiscal year 2026, as further discussed below. Total non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common shares issued to third parties for services, and depreciation and amortization totaled $889,388, or 28% of our operating expenses for the three months ended May 31, 2026, and $2,980,746, or 64% of our operating expenses for the same period in 2025.

InSalary ~~the~~and ~~three~~benefits ~~months~~costs ~~ended~~were ~~November 30~~$907,401 ~~2025,~~for ~~our~~the ~~operating~~three ~~loss~~months ~~totaled~~ended $3May 31,~~084~~ 2026,~~782,~~ as compared to ~~an operating loss of~~ $1696,~~773,527~~914 for the same period in ~~2024~~2025, an increase of $1210,~~311~~487,~~255,~~ or 7430%. The increase iswas comprised of: (a) an increase in salaries of $151,043 due to the ~~Media~~addition ~~segment~~of ~~operating~~seven ~~loss~~new employees; (b) an increase in payroll taxes and benefits of $~~466~~60,~~889,~~752; ~~partially~~and (c) an increase due to the revaluation of the SAR liability of $7,453; partially offset by a decrease in ~~the~~bonus ~~Travel~~expense ~~segment operating loss~~ of $~~179~~6,~~248. Additionally~~190, ~~the~~and ~~Corporate~~a ~~operating~~decrease ~~loss~~in ~~increased~~commission byexpense of $12,~~023,614~~574.

InStock-based compensation was ($13,660) for the three months ended ~~November~~May 3031, ~~2025~~2026, as compared to $138,325 for the ~~net~~same ~~loss~~period ~~from~~in ~~continuing~~2025. ~~operations~~This ~~totaled~~decrease of $3151,~~275~~985,~~566~~ or 110%, aswas ~~compared~~primarily due to aoptions ~~net~~issued ~~loss~~in ~~from continuing~~the ~~operations~~first quarter of $2fiscal year 2026,~~009,829~~ ~~for~~that ~~the~~did ~~same~~not ~~period~~recur in ~~2024~~the anfirst ~~increase~~ quarter of ~~$1,265,737.~~fiscal ~~The~~year ~~operating~~2027 ~~loss~~and ~~component~~a ~~increased~~true ~~by $1,311,255~~up inof ~~2025,~~stock-based ~~partially~~compensation ~~offset~~to byreflect ~~a decrease in~~ the ~~other~~employee ~~expense~~portion ~~component~~ of ~~$45,518~~payroll taxes.

~~Our~~We ~~net~~incurred ~~loss~~general ~~applicable~~and toadministrative ~~common~~costs ~~stockholders~~of ~~for~~$34,626 during the three months ended ~~November~~May 3031, ~~2025~~2026, ~~was $3,286,255,~~ as compared to $230,~~019,951~~588 ~~for~~ in the same period in ~~2024~~2025, an increase of $14,~~266~~038,~~304,~~ or 6313%. The increase was primarily ~~attributable~~the result of (a) $7,556 in license and filing fees primarily related to the renewal of travel licenses; (b) an increase inof ~~operating~~$5,586 ~~loss from~~for ~~continued~~computers ~~operations~~issued to new employees; (c) an increase in telephone expenses of $1,~~311,255,~~996; a(d) ~~decrease~~an increase in ~~gain~~payroll onservice ~~discontinued~~fees ~~operations~~ of $~~566~~1,889; partially offset by a decrease in ~~other~~travel expenses of $11,486 and a decrease ~~expense~~in rent expenses of $451,~~518~~503.

~~Nine~~We ~~Months~~incurred ~~Ended~~marketing ~~November~~costs 30of $134,848 ~~2025~~during ~~Compared~~the three months ended May 31, 2026, as compared to $90,035 during the ~~Nine~~same ~~Months~~period ~~Ended~~in ~~November~~2025. The 30increase of $44,813, ~~2024~~or 50%, was for (a) an increase in contracted services for marketing of $27,468; (b) increased Travel Magazine expenses of $66,950 aimed at driving traffic and generating business across all of our brands; and (c) an increase in social media expenses of $17,885 including a social media influencer agency. Partially offsetting the increase was a decrease of $62,500 in fees previously incurred from a former media advertising firm, and a decrease in advertising and promotional services of $5,050.

	Nine Months Ended November 30,
Revenue by segment	2025		2024		% Change
Media	$	26,751	$	-		-
Travel		2,069,854		417,926		395	%
Total Revenue	$	2,096,605	$	417,926		402	%

Professional service fees incurred in the three months ended May 31, 2026 were $1,286,371, as compared to $1,149,476 incurred during the same period in 2025, an increase of $136,895, or 12%. This increase was a result of: (a) an increase in consulting fees of $366,206 due to contracts for services related to business development, including our media segment; (b) an increase in legal fees of $45,435 due to services related to various regulatory filings and acquisitions; and (c) an increase in contract labor of $33,165 related to travel and other operations; partially offset by a decrease in investor relations expenses of $229,093 due to service contracts issued to investor relations firms in the previous year; a decrease in lending fees of $45,000 related to bridge loan financings during the first quarter of fiscal 2026; and a decrease in accounting expenses of $33,816 due to the FSA audit in the previous year. Of the total professional service fees of $1,286,371 for the three months ended May 31, 2026, $552,952, or 43%, was incurred as non-cash expenses, as compared to $632,413, or 55% for the three months ended May 31, 2025.

~~The~~We ~~increase~~incurred intechnology ~~revenue~~costs ~~for~~of $254,728 during the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, as compared to $321,815 during the same period in ~~2024~~2025. The decrease of $67,087, or 21%, was primarily ~~due~~attributable to: ~~group~~(a) ~~travel-related revenues~~a decrease in expenses in connection with JOURNY.tv of $85,582 primarily due to the previous contract with Dooya to get the channel in service; (b) a ~~consortia~~decrease ~~payment~~in cloud database expenses of $9,270 primarily related to updating legacy code to optimize compatibility with our hosting infrastructure; and ~~commission~~(c) ~~income~~a ~~generated~~decrease in ~~connection~~software ~~with~~and website expenses of $4,590 for hotel connections into the ~~Five~~NextTrip ~~Star~~database; ~~Alliance~~partially ~~luxury~~offset ~~travel~~by ~~bookings.~~(a) Inan ~~addition,~~increase in dues and subscriptions of $21,277 due to the implementation of our ~~Media~~new ~~segment~~CRM ~~generated~~and business management platform together with incremental seat licenses for newly onboarded employees; and (b) an increase in information technology expenses of $2611,~~751,~~078 primarily ~~from~~due ~~direct~~to ~~advertising~~onboarding ~~sales~~additional employees, use of outsourced IT services, and managing software subscriptions.

Our cost of revenue for the nine months ended November 30, 2025 was $1,674,646, as compared to $405,788 for the same period in 2024, an increase of $1,268,858, or 313%. The increase was primarily attributable to the increase in sales from the third quarter of 2025 as compared to the third quarter of 2024.

Our gross margin for the nine months ended November 30, 2025 was 20%, as compared to 3% for the same period in 2024. The improvement in gross margin is primarily attributable to revenue from FSA travel bookings and group travel bookings which have higher margins than NextTrip travel bookings.

~~Our~~Organizational ~~total~~costs ~~operating expenses~~ for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, were $1150,~~349~~104,~~353,~~ as compared to $51,~~207~~999,~~359~~670 for the same period in ~~2024~~2025, ana ~~increase~~decrease of $61,~~141~~949,~~994~~ 566, or ~~118~~98%. The ~~increase~~decrease ~~was~~is primarily ~~attributable~~attributed to stock options granted to former directors ~~and an increase~~ in professional services expenses, as further discussed below. Non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common and preferred shares issued to third parties for services, and depreciation and amortization totaled $5,576,007, or 49% of our operating expenses for the ~~nine~~previous ~~months ended November 30, 2025, and $734,288, or 14% of our operating expenses for the same period in 2024~~year.

~~Salary~~Depreciation and ~~benefits~~amortization ~~costs~~expense ~~were $2,061,580~~ for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026 was $336,669, as compared to $1206,~~946,035~~650 for the same period in ~~2024~~2025, an an increase of $~~115~~130,~~545~~019, or 663%. The increase was ~~comprised~~primarily ~~of: (a) an increase in salaries of $58,560~~ due to ~~the~~commencing ~~addition~~amortization ofupon ~~two Five Star Alliance employees pursuant to~~ the ~~acquisition;~~product ~~(b)~~launch anof ~~increase~~our inFAST ~~taxes~~network, JOURNY.tv, and ~~benefits~~the ofJourny ~~$54~~TV,~~562;~~ ~~and~~FSA, ~~(c)~~TA anPipeline, ~~increase in bonus~~ and ~~commission~~ ~~expense~~GoUSA ofacquisitions ~~$9,827; partially offset by a decrease~~ in ~~SAR~~the ~~expense~~previous ~~of $7,404~~year.

~~Stock-based~~Provision ~~compensation~~for ~~was~~credit ~~$138,325~~loss expense for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026 was $65,561, as compared to $~~36,463~~0 for the same period in ~~2024~~2025. ~~This~~The increase ofwas ~~$101~~in connection with expenses for NextTrip Privilege,~~862~~ ~~was~~Inc. ~~due~~and tothe aRegulation ~~stock~~A ~~option~~offering, ~~grant~~and toreflects an ~~employee~~increase ~~that~~in ~~was~~the ~~fully~~credit ~~vested~~loss reserve ondue to the ~~date~~uncertainty of collectability of the ~~grant~~receivable from NextTrip Privilege, Inc.

WeOther ~~incurred~~operating ~~general~~expenses ~~and~~were ~~administrative costs of~~ $~~124~~65,~~418~~204 ~~during~~for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, as compared to $8045,~~764~~170 infor the same period in ~~2024, an increase of $43,654, or 54%~~2025. The ~~increase was primarily the result of (a)~~ $3920,~~129 in travel expenses incurred for~~034 ~~conferences; (b) an~~ increase ~~of $13~~,~~354~~ ~~for~~or ~~various compliance fees and minimum payments for California state tax filings; (c) an increase in office expenses of $4~~44%,~~695;~~ ~~(d)~~was anprimarily ~~increase~~due into ~~telephone~~increased ~~expense~~merchant ofprocessing ~~$2,701; and (e) an increase in penalties associated with California State tax of $2,073; partially offset by a decrease in payroll services~~ fees ofrelated ~~$10,084~~to asgroup ~~a result of changing payroll service providers, and lower rent expenses of $8,214~~travel.

WeDuring ~~incurred~~the ~~marketing~~three ~~costs~~months ofended ~~$324~~May 31,~~560~~ ~~during~~2026, ~~the~~we ~~nine~~realized ~~months~~net ~~ended~~other ~~November~~expense ~~30,~~of ~~2025~~$211,716, as compared to net other income of $~~238~~193,~~065~~812 ~~during~~in the same period in ~~2024~~ 2025. The increase ~~of $86,495, or 36%, was for (a) an increase~~ in anet ~~consulting~~other ~~contract~~expense ~~for marketing services~~ of $71405,~~870;~~528 ~~(b)~~was ~~increased Travel~~primarily ~~Magazine~~due ~~expenses~~to of $53540,~~776~~245 ~~aimed~~received atfrom ~~driving~~NextTrip ~~traffic~~Group, ~~and~~LLC ~~generating~~in ~~business~~the first ~~across~~quarter ~~all~~ of ~~our~~fiscal ~~brands;~~year ~~(c)~~2026 anrelated ~~increase~~to inthe ~~media consulting~~NextPlay ~~expenses~~Technologies ~~of $21~~settlement,~~946~~ ~~due~~partially tooffset ~~the~~by ~~engagement of~~ a ~~social~~decrease ~~media~~in ~~influencer~~interest ~~agency;~~expense, ~~(d)~~a andecrease ~~increase~~ in ~~contract~~loss ~~labor~~on ~~$7,612~~extinguishment ~~due to the completion~~ of ~~project~~liability, ~~based initiatives;~~ and ~~(e)~~a angain ~~increase~~on inthe ~~conference~~revaluation ~~entrance fees~~ of ~~$2,005.~~the ~~Partially~~derivative ~~offsetting~~liability in the ~~increase~~first ~~was~~quarter ~~a decrease~~ of ~~$70,714~~fiscal inyear ~~fees previously incurred from a former media advertising firm~~2027.

~~Professional~~Preferred ~~service~~dividends ~~fees~~for ~~incurred in~~ the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026 were $419,~~385~~691,~~664,~~ as compared to $164,~~413~~463,~~660~~ ~~incurred~~for ~~during~~ the same period in ~~2024~~2025, ana ~~increase~~decrease of $244,~~972~~772,~~004,~~ or ~~210~~69%. ~~This~~The ~~increase~~decrease was ~~a result of: (a) an increase in investor relations expenses of $1,637,258~~ due to ~~renewal~~dividends ofpaid ~~existing~~to ~~contracts and~~ the ~~addition~~holders of ~~six~~shares ~~new investor relations firms; (b) an increase in consulting fees~~ of ~~$550,181~~Series ~~due~~L ~~to contracts for services related to business development; (c) an increase in contract labor of $379,291 related to JOURNY.tv~~ and ~~other~~Series ~~operations;~~M ~~(d)~~Preferred anstock ~~increase~~ in ~~accounting expenses of $192,197 due to costs associated with technical accounting services related to~~ the ~~FSA, JOURNY.tv and TA Pipeline acquisitions, as well as a required two-year audit and~~ first quarter ~~financial statement review~~ ~~for~~of ~~FSA;~~fiscal ~~(e)~~year ~~an increase in legal fees of $164~~2026,~~577~~ ~~due~~which toshares ~~services~~were ~~related~~converted to ~~various~~common ~~regulatory~~shares ~~filings and acquisitions; and (f) an increase~~ in ~~lending fees of $48,500 related to bridge loan financings. Of the total professional service fees of $4,385,664 for the nine months ended~~ November ~~30,~~ 2025~~, $2,293,336, or 52%, were incurred as non-cash expenses~~.

We incurred technology costs of $879,053 during the nine months ended November 30, 2025, as compared to $553,536 during the same period in 2024. The increase of $325,517, or 59%, was primarily attributable to: (a) an increase in expenses in connection with JOURNY.tv of $274,140 for content licensing; (b) an increase in dues and subscriptions of $41,455 due to the implementation of our new CRM and business management system, Zoho One; (c) an increase in information technology and computer expenses of $18,979, primarily due to onboarding additional employees and use of outsourced IT services; and (d) an increase in software expenses of $506 for hotel connections into the NextTrip database. Partially offsetting these increases is a net decrease of $9,563 in cloud database expenses primarily related to updating legacy code to optimize compatibility with our hosting infrastructure.

	Three Months Ended May 31,
Operating loss by segment	2026			2025			% Change
Media	$	(626,015	)	$	(192,069	)		(226	)%
Travel		(214,946	)		(398,828	)		46	%
Total segment operating loss		(840,961	)		(590,897	)		(42	)%
Corporate		(2,072,792	)		(4,048,840	)		49	%
Total Operating loss	$	(2,913,753	)	$	(4,639,737	)		37	%

The decrease of $1,725,984, or 37% in operating loss in the first quarter of fiscal year 2027 as compared to fiscal year 2026 was primarily due to a decrease in corporate expenses of $1,901,048 as a result of stock based compensation issued to board members in the first quarter of fiscal year 2026. The increase in the operating loss of the Media segment of $358,946 is due to the start-up of operations and is primarily made up of contracted services in connection with our FAST channel. The decrease in operating loss for the Travel segment of $183,882 is due to the increased revenues from the Five Star Alliance and TA Pipeline acquisitions.

The decrease of $11,307 in the net loss on the share of net earnings from the equity method investment was due to losses incurred in FSA from March 1, 2025 through April 9, 2025 when the full acquisition was finalized.

Our net loss applicable to common stockholders for the three months ended May 31, 2026, was $3,145,160, as compared to $4,521,695 for the same period in 2025, a decrease of $1,376,535, or 30%. The decrease was primarily attributable to a decrease in operating loss of $1,725,984, a decrease in preferred dividends of $44,772, and decrease in the loss on the 49% share of net earnings for the equity method investee of $11,307; partially offset by an increase in Other Expense of $405,528 due to a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. promissory note receivable that resulted in other income in the previous year.

Organizational costs for the nine months ended November 30, 2025, were $2,524,676, as compared to $149,219 for the same period in 2024, an increase of $2,375,457. The increase is primarily attributable to fully vested stock options granted to former directors and compensation for one additional board member. Of the total organization costs of $2,524,676 for the nine months ended November 30, 2025, $2,368,709, or 94%, were incurred as non-cash expenses and primarily relate to stock options granted to former directors of the Company.

Depreciation and amortization expense for the nine months ended November 30, 2025 was $695,902, as compared to $531,803 for the same period in 2024, an increase of $164,099, or 31%. The increase was primarily due to commencing amortization upon the product launch of our FAST network, JOURNY.tv, and the FSA and TA Pipeline tradename, software, and agreements.

Other operating expenses were $215,175 for the nine months ended November 30, 2025, as compared to $257,814 for the same period in 2024. The $42,639 decrease was primarily due to the reduced cost of D&O and other insurance costs of $55,626 and a decrease in regulatory fees of $8,395; partially offset by a net increase in merchant processing and bank fees of $21,382 due to the addition of TA Pipeline.

During the nine months ended November 30, 2025, we realized net other income of $307,748, as compared to net other expense of $335,754 in the same period in 2024. The increase in net other income of $643,502 was primarily due to a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. promissory note receivable of $1,282,761, and the November 30, 2025 revaluation of the derivative liability which resulted in a decrease in the liability of $40,000, partially offset by; (a) a loss of $95,600 related to the extinguishment of debt; and (b) interest expense of $491,304 primarily in connection the amortization of the debt discount associated with bridge loans and (c) an increase in interest expense associated with notes payable and other expenses of $92,355.

Preferred dividends for the nine months ended November 30, 2025 were $258,415, as compared to $32,063, for the same period in 2024. The increase was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in December 2024 and February of 2025.

	Nine Months Ended November 30,
Operating loss by segment	2025			2024			% Change
Media	$	(1,110,007	)	$	-			-
Travel		(928,614	)		(1,354,841	)		(31	)%
Total segment operating loss		(2,038,621	)		(1,354,841	)		50	%
Corporate		(8,888,773	)		(3,840,380	)		-
Total Operating loss	$	(10,927,394	)	$	(5,195,221	)		-

In the nine months ended November 30, 2025, our operating loss totaled $10,927,394, as compared to an operating loss of $5,195,221 for the same period in 2024 an increase of $5,732,173, or 110%. The increase is due to the Media segment operating loss of $1,110,007, partially offset by a decrease in the Travel segment operating loss of $426,227. Additionally, the Corporate operating loss increased by $5,048,393.

The net loss on the share of net earnings from the equity method investment was $11,307 due to losses incurred in FSA from March 1, 2025 through April 9, 2025 when the full acquisition was finalized.

Our net loss applicable to common stockholders for the nine months ended November 30, 2025, was $10,889,368, as compared to $5,554,694 for the same period in 2024, an increase of $5,334,674, or 96%. The increase was primarily attributable to an increase in operating loss from continued operations of $5,732,173 and an increase in preferred dividends of $226.352, a loss on the 49% share of net earnings for the equity method investee of $11,307, and a decrease in income from discontinued operation of $8344, partially offset by an increase in other income of $643,502.

Liquidity and Capital Resources

AsWe ofhave ~~November~~historically ~~30,~~funded ~~2025,~~our weoperations ~~had~~through $2private placements of our securities,~~427,299~~ inshort-term ~~cash~~promissory notes, and aadvances ~~working~~from related ~~capital~~parties. ~~deficit~~Given ofthe ~~$750,124~~limited asrevenue ~~compared~~generated tosince $1inception,~~062,367~~ inour principal sources of liquidity continue to be cash on hand and aexternal ~~working capital~~financing ~~deficit~~rather ofthan ~~$105,577~~cash asgenerated from operations. Our principal short-term uses of ~~February~~cash ~~28,~~are ~~2025.~~operating ~~Additionally~~expenditures, including atpersonnel, ~~November~~technology 30development, ~~2025~~sales and marketing, ~~the~~professional ~~amount~~fees, ~~due~~and ~~under~~integration ~~our~~costs related ~~party~~to ~~line~~our recent acquisitions. Principal longer-term uses of ~~credit~~cash ~~totaled~~include $3scheduled debt service,~~000~~ payment of accrued interest,~~000~~ and additional investment in our travel and technology platforms.

~~Given~~As ~~the~~of ~~lack~~May 31, 2026, we had cash of ~~significant~~$803,490 ~~revenue~~and ~~since~~a ~~inception~~working capital deficit of $1,599,429, ~~NextTrip~~as ~~has~~compared ~~financed~~to ~~its~~cash ~~operations~~of $1,696,090 and a working capital deficit of $761,004 as of February 28, 2026. The increase in our working capital deficit was primarily ~~through~~attributable ~~the~~to ~~issuance~~growth in accrued interest, accrued professional fees, and current maturities of short-term promissory notes, ~~advances~~partially offset by the increase in cash from ~~related~~financing ~~parties~~activities. As of May 31, 2026, the aggregate outstanding balance on our short-term promissory notes, including accrued interest, totaled $1,180,171, and ~~private~~the ~~placements~~balance on our related-party line of ~~its~~credit ~~securities~~totaled $3,029,589 including accrued interest. Additionally, the Series B Convertible Preferred shares are redeemable on August 30, 2026, in the amount of $1,164,447 including accrued interest, unless such redemption is extended to December 31, 2026 at the option of the investor.

~~During~~Going ~~the~~Concern ~~third~~— ~~quarter,~~Substantial weDoubt ~~entered~~and ~~into~~Management’s ~~a series of securities purchase agreements with private investors, whereby we raised $2,075,300 in proceeds, as well as $387,000 in proceeds from the sale of short-term promissory notes.~~Plans

OnConditions ~~May~~giving 6,rise ~~2025,~~to wesubstantial ~~entered~~doubt. ~~into~~In aaccordance ~~Line~~with ofAccounting ~~Credit~~Standards ~~Agreement~~Codification (~~the~~ “~~MIP~~ASC”) ~~Line~~205-40, Presentation of ~~Credit”)~~Financial ~~with~~Statements ~~Monaco~~— ~~Investment~~Going ~~Partners II~~Concern, ~~LP (“MIP”)~~management ~~providing~~evaluated ~~the~~whether ~~Company~~there ~~with~~are aconditions $3or events,~~000~~ considered in the aggregate,~~000~~ that ~~revolving~~raise ~~line~~substantial ofdoubt ~~credit.~~about ~~The~~the ~~MIP~~Company’s ~~Line~~ability ofto ~~Credit~~continue ~~allows~~as a going concern within one year after the ~~Company~~date tothat ~~request~~these ~~advances~~financial ~~thereunder~~statements ~~from~~are ~~time~~issued. toAs ~~time~~of ~~until~~ May 31, ~~2027~~2026, ~~the~~we ~~maturity~~have ~~date.~~incurred ~~Advances~~recurring ~~made~~net ~~under~~losses, ~~the~~have ~~MIP~~negative ~~Line~~cash offlows ~~Credit~~from ~~bear~~operations, have ~~simple~~an ~~interest at~~accumulated adeficit, ~~rate~~have ofa ~~12%~~working ~~per~~capital ~~annum~~deficit, ~~calculated~~and ~~from~~have ~~the~~generated ~~date~~limited ofrevenue ~~each~~since ~~respective advance~~inception. ~~Accrued~~For ~~interest~~the ~~shall~~three bemonths ended ~~payable~~May on31, 2026, we incurred a ~~monthly~~net ~~basis~~loss of $3, no125,469 ~~later~~(before ~~than~~preferred ~~the~~dividends) ~~10th~~and ~~day~~used $2,343,339 of ~~the~~cash ~~subsequent~~in ~~month~~operating activities. Based ~~The~~on ~~full~~our ~~outstanding~~current ~~principal~~operating ~~balance~~plan, ~~together~~we ~~with~~estimate ~~any~~that ~~accrued~~we ~~and~~will ~~unpaid~~require ~~interest, shall~~a beminimum ~~due~~of ~~and~~$5.5 ~~payable~~million inof ~~full~~cash byto fund existing operations for the ~~Company~~twelve onmonths following the ~~maturity~~issuance date. ~~The~~of ~~Company~~these ~~may~~financial statements, atwhich ~~its~~exceeds ~~option,~~our ~~prepay~~cash ~~any~~balance ~~borrowings~~of ~~under~~$803,490 ~~the MIP~~as ~~Line~~ of ~~Credit~~May 31, 2026. inThese ~~whole~~conditions orand events, considered in ~~part~~the aggregate, atraise ~~any~~substantial ~~time~~doubt ~~prior~~about our ability to ~~the~~continue ~~maturity~~as a going concern within one year after the date, ~~without~~that ~~penalty.~~these ~~Mr.~~financial ~~Monaco~~statements ~~controls~~are ~~MIP~~issued.

WeManagement’s ~~received~~plans. anTo ~~initial~~address ~~advance~~the conditions described above, management’s plans include the following: (i) continuing to raise capital through public and private placements of $1equity and equity-linked securities,~~045~~ including our offerings of common stock,~~000~~ ~~under~~Convertible ~~the~~Preferred Stock, ~~MIP~~(and ~~Line~~including other subsequent-event issuances that have generated aggregate gross proceeds of ~~Credit~~approximately $743,000 ~~which~~through the ~~was~~date ~~used~~of tothis ~~repay~~Quarterly Report); (iii) adrawing on related-party financing arrangements as available (under which $~~400~~950,000 ~~cash~~of ~~advance previously~~principal ~~made~~was byoutstanding as of the ~~Trust~~date of this Quarterly Report, with respect to the ~~Company~~short-term ~~(ii~~promissory note issued to The Donald P. Monaco Insurance Trust on March 25, 2026, as amended) and ~~all~~seeking ~~outstanding~~new ~~indebtedness~~debt ~~under~~financing ~~the~~on commercially reasonable terms; of(iii) ~~the~~integrating ~~Trust~~recently acquired ~~Notes,~~businesses ~~totaling~~(TA ~~$645~~Pipeline LLC,~~000~~ FSA, JOURNY.tv, ~~Subsequent advances~~and ~~through~~GoUSA) ~~Additional~~to ~~advances~~accelerate ~~through~~revenue ~~November~~generation ~~30,~~and ~~2025~~expand ~~totaled~~our $1distribution channels; (iv) managing discretionary operating expenditures,~~955,000,~~ ~~bringing~~including ~~the~~selectively ~~total~~deferring ~~amount~~non-essential ~~advanced~~technology ~~under~~and ~~the~~marketing ~~line~~spend; and (v) pursuing strategic partnerships intended to ~~$3,000,000~~monetize asour oftravel ~~November~~and ~~30,~~content ~~2025,~~assets. ~~which~~Management is ~~the~~in ~~maximum~~active ~~amount~~discussions ~~available~~with ~~under~~prospective investors and lenders, but no commitments have been received as of the ~~MIP~~issuance ~~Line~~date of ~~Credit~~these financial statements.

AtManagement’s ~~November~~conclusion. 30Although management believes that its plans, ~~2025~~if successfully executed, ~~there~~would ~~were~~provide ~~other~~sufficient ~~outstanding~~liquidity ~~short-term~~to ~~notes~~fund ~~payable~~operations for inthe next twelve months, these plans are not entirely within the ~~aggregate~~Company’s ~~amount~~control. ofThe $1ability to consummate additional financings on acceptable terms,~~003~~ generate sufficient revenue from acquired businesses,~~353,~~ ~~which~~and ~~had~~otherwise ~~maturity~~execute ~~dates~~on management’s plans cannot be ~~between~~considered ~~December~~probable 15as of the issuance date of these financial statements. Accordingly, ~~2025~~management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and ~~August~~do ~~30,~~not ~~2026~~include any adjustments to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Subsequent to November 30, 2025, on December 19, 2025, the Company entered into securities purchase agreements with two private investors pursuant to which the Company sold and issued 100,000 restricted shares of newly designates Series A Convertible Preferred Stock of the Company at a purchase price of $3.00 per share, together with a warrant to purchase up to 50,000 shares of Common Stock at an exercise price of $3.00 per share, resulting in gross proceeds to the Company of $300,000.53

OnSources ~~December 22, 2025, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to issue and sell, in a private placement 1,000,000 shares~~ of the Company’s Common Stock, and common stock warrants (the “Warrants”) to purchase 1,000,000 shares of Common Stock (the “Offering”). The Offering resulted in gross proceeds of $3,000,000 before deducting the placement agent’s fees and related offering expenses.Liquidity

WeOur ~~will~~principal ~~need~~sources toof ~~raise~~liquidity ~~additional~~during ~~funds~~the ~~through~~three ~~equity~~months orended ~~debt~~May ~~financings~~31, or2026 ~~other~~consisted ~~means~~of: to(i) ~~support~~net ~~our~~proceeds ~~on-going~~from ~~operations,~~private ~~increase~~placements ~~market penetration~~ of ~~our products~~common stock, ~~expand~~preferred ~~the~~stock, ~~marketing~~and warrants; and ~~development~~(ii) issuances of ~~our~~short-term ~~travel~~promissory ~~and~~notes ~~technology~~(including ~~driven~~original-issue-discount ~~products,~~notes). ~~provide~~During the ~~capital~~quarter, ~~expenditures for~~we ~~additional~~received ~~equipment~~aggregate ~~and~~gross ~~development~~proceeds ~~costs~~of $1,315,100 ~~payment~~from ~~obligations,~~private placements of equity and ~~systems~~equity-linked ~~for~~securities, ~~managing~~$157,000 from the ~~business~~sale ~~including~~of ~~covering~~short-term ~~other~~promissory ~~operating costs~~notes, and ~~maintaining~~$600,000 ~~compliance~~in ~~with~~the ~~Nasdaq~~form ~~listing~~of ~~requirements~~a ~~until~~promissory ~~planned~~note ~~revenue~~from ~~streams~~the ~~are~~Donald ~~fully~~P. ~~implemented~~Monaco ~~and~~Insurance ~~begin to offset~~Trust, ~~the~~a ~~our~~related ~~operating costs~~party. ~~The~~We ~~Company~~do ~~estimates~~not ~~that~~currently ithave ~~will~~any ~~require~~committed aexternal ~~minimum~~sources of ~~$5.5~~capital, ~~million~~other tothan ~~continue~~the ~~operations~~MIP ~~for~~Line ~~the~~of ~~next~~Credit, ~~twelve~~which is fully ~~months~~drawn.

Amounts noted reflect gross proceeds received by the Company which were reduced by original issue discounts, placement agent fees, and other offering expenses, as applicable. The March 25, 2026 transaction with Donald Monaco and the April 15, 2026 transaction with KC Global Media Asia, LLC are related-party transactions. Mr. Monaco is a director and Andy Kaplan, a director, is the co-trustee of the Kaplan-Wright Family Trust, which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KC Global Media Asia, LLC; Mr. Kaplan also serves as chairman of KC Global Media Asia, LLC. These transactions were entered into on substantially the same terms as the contemporaneous transactions with unaffiliated investors.

March 24, 2026 — 1800 Diagonal Lending Note

On March 24, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $180,550. The note includes an original issue discount of $23,550 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance date. The note is payable in five installments, with the first installment of $102,011 due on September 30, 2026 and four equal subsequent installments of $25,503 due on the 30th day of each of the next four months. The note may be prepaid at any time without penalty. Upon an event of default by the Company, any unpaid principal and interest may be converted into shares of our common stock at the election of 1800 Diagonal Lending LLC.

March 25, 2026 — Donald P. Monaco Insurance Trust Short-Term Promissory Note (related party)

On March 25, 2026, the Company issued an unsecured short-term promissory note (the “Monaco Trust Note”) in the original principal amount of $80,000 to The Donald P. Monaco Insurance Trust (the “Trust”), the trustee of which is Donald P. Monaco, the Chairman of our Board of Directors. The Monaco Trust Note bears interest at 7.5% simple interest per annum and was originally scheduled to mature on April 3, 2026. The Monaco Trust Note may be prepaid at any time without penalty. The Monaco Trust Note was approved by the Board, including the independent members thereof.

The Monaco Trust Note has been amended to increase the principal amount and extend the maturity date, as follows: (i) on April 6, 2026, the Company and the Trust entered into a First Amendment increasing the principal balance to $155,000 and extending the maturity date to April 13, 2026; (ii) on April 9, 2026, the Company and the Trust entered into a Second Amendment increasing the principal balance to $290,000 and extending the maturity date to April 30, 2026; (iii) on April 27, 2026, the Company and the Trust entered into a Third Amendment increasing the principal balance to $400,000 and extending the maturity date to May 31, 2026; (iv) on April 30, 2026 the Company and the Trust entered into a Fourth Amendment increasing the principal balance to $510,000; (v) on May 12, 2026, the Company repaid $110,000 of principal under the Monaco Trust Note; and on May 29, 2026 the Company and the Trust entered into a Fifth Amendment increasing the principal balance to $600,000. Other terms of the Monaco Trust Note remained unchanged under each amendment. As of May 31, 2026, $600,000 of principal remained outstanding under the Monaco Trust Note. The 7.5% interest rate, which is lower than the 12% rate borne by the MIP Line of Credit, reflects the short-term, on-demand nature of the Monaco Trust Note. The Monaco Trust Note, including each amendment, was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

April 15, 2026 — Series A Convertible Preferred Stock Sale to KC Global Media Asia, LLC (related party)

On April 15, 2026, we entered into a securities purchase agreement with KC Global Media Asia, LLC pursuant to which we issued and sold 16,667 shares of Series A Convertible Preferred Stock at a purchase price of $3.00 per share, for total proceeds of $50,000, together with a warrant to purchase up to 8,333 shares of common stock at an exercise price of $3.00 per share, expiring 3.5 years from the issue date. As described above, Andy Kaplan, a director of the Company, serves as chairman of KC Global Media Asia, LLC; accordingly, this transaction is a related-party transaction. The transaction was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

~~There~~May ~~is no assurance as to the amount and availability of any required future financing or the terms thereof. Such financing~~6, if2026 in— ~~the~~Helena ~~form of~~Global ~~equity,~~Series ~~may~~B bePreferred ~~highly~~Private dilutive to our existing stockholders and may otherwise include onerous terms. If in the form of debt, such financing may include covenants and repayment obligations which may be difficult to meet and that could adversely affect our business and operations. To the extent that funds are not available to us, we may be required to delay, limit, or terminate our business and operations and lose our Nasdaq listing.Placement

On May 6, 2026, we entered into a securities purchase agreement with Helena Global Investment Opportunities 1 Ltd (“Helena”) pursuant to which we issued and sold 368,421 shares of newly designated Series B Convertible Preferred Stock (the “Series B Preferred”) at a purchase price of $2.755 per share, together with an additional 40,000 shares of Series B Preferred issued as an issuance fee, for total proceeds of $1,015,000. In addition, we issued to Helena a five-year warrant to purchase up to 100,000 shares of common stock at an exercise price of $2.755 per share and may be exercised on a cashless basis if there is no effective registration statement in place and if there is an Event of Default pursuant to the terms of the Certificate of Designation and is continuing.

The Series B Preferred (i) ranks pari passu with our other series of preferred stock and senior to our common stock with respect to dividends and distributions on liquidation; (ii) carries a cumulative cash dividend of 12% per annum, increasing to 18% per annum upon an event of default; (iii) is convertible into shares of common stock at a conversion price of $2.755 per share, subject to customary beneficial ownership limitations; and (iv) is subject to mandatory redemption at the stated value plus accrued and unpaid dividends on August 30, 2026, unless the holder elects in writing to extend the redemption date to December 31, 2026.

In addition, Helena was granted (i) a right of participation of up to 20% of any future securities offering by the Company (other than exempt issuances); (ii) an exchange right pursuant to which Helena may exchange Series B Preferred for offered securities at 100% of stated value; and (iii) registration rights pursuant to which the Company is required to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon conversion of the Series B Preferred and exercise of the related warrant within 15 days after closing, and to use best efforts to cause such registration statement to become effective within 30 days (or 60 days if the SEC reviews) after closing. The Company has also agreed that, during the 180-day period following closing, Helena may require the Company to apply 25% of the net proceeds of any “at the market” offering to redeem outstanding shares of Series B Preferred at the contractual redemption price. Additional terms of the Series B Preferred are set forth in the Certificate of Designation filed with the Nevada Secretary of State and described in our Current Report on Form 8-K filed with the SEC on May 8, 2026.

The Company’s obligations under the Series B Preferred are secured by a pledge of 1,365,314 shares of common stock owned by William Kerby, our Chief Executive Officer. Net proceeds are being used for general working capital purposes. Helena is not a related party. The $2.755 per share purchase price represented the Nasdaq Minimum Price plus $0.125 as of the date of the related securities purchase agreement.

May 6, 2026 — Common Stock Sale to a Private Investor

On May 6, 2026, we entered into a securities purchase agreement with a private investor pursuant to which we issued and sold 36,400 shares of common stock at a purchase price of $2.75 per share, together with a three-year warrant to purchase up to 18,200 shares of common stock at an exercise price of $2.75 per share, for total proceeds of $100,100. The investor is not a related party.

May 8, 2026 — Common Stock Sale to KC Global Media Asia, LLC (related party)

On May 8, 2026, we entered into a securities purchase agreement with KC Global Media Asia, LLC pursuant to which we issued and sold 18,182 shares of common stock at a purchase price of $2.75 per share, for total proceeds of $50,000, together with a warrant to purchase up to 9,091 shares of common stock at an exercise price of $3.00 per share, expiring on May 8, 2029. As described above, Andy Kaplan, a director of the Company, serves as chairman of KC Global Media Asia, LLC; accordingly, this transaction is a related-party transaction. The transaction was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

May 26, 2026 — 1800 Diagonal Lending Note

On May 26, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $172,500. The note includes an original issue discount of $22,500 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance date. The note is payable in five installments, with the first installment of $97,462 due on November 30, 2026 and four equal subsequent installments of $24,366 due on the 30th day of each of the next four months. The note may be prepaid at any time without penalty. Upon an event of default by the Company, any unpaid principal and interest may be converted into shares of our common stock at the election of 1800 Diagonal Lending LLC.

Chief Executive Officer Compensation Deferral (related party)

William Kerby, our Chief Executive Officer, has agreed at his election to defer $100,000 of his annual salary, together with payments related to personal financial guarantees and his car allowance. As of May 31, 2026, the aggregate compensation deferred by Mr. Kerby totaled $308,334. The deferred amounts accrue interest at a rate of 7.5% per annum. The Company’s ability to retain these deferred amounts as a source of working capital is contingent on Mr. Kerby’s continued election to defer payment.

Material Cash Requirements

Our material cash requirements as of May 31, 2026 consist principally of short-term promissory notes, accrued interest, and the outstanding balance on the MIP Line of Credit. Short-term promissory notes outstanding at May 31, 2026 had an aggregate repayment amount due of approximately $1,180,171 and a carrying value, net of unamortized discount, of $946,817, with maturities through March 31, 2027, including the September 26, 2025, October 24, 2025, March 24, 2026 and May 26, 2026 1800 Diagonal Lending notes (which amortize in installments), the Donald P. Monaco Insurance Trust note, as amended, which matures on July 15, 2026 and the October 17, 2025 notes issued to two private investors (maturing November 17, 2026, as amended). The MIP Line of Credit has an outstanding principal balance of $3,000,000, with all principal and accrued interest due at the May 31, 2028 maturity date, as amended. Interest accrues at 12% per annum and is payable monthly. Additionally, the Series B Convertible Preferred shares are redeemable on August 30, 2026, in the amount of $1,164,447 unless such redemption is extended to December 31, 2026 at the option of the investor.

We have ongoing operating cash requirements for personnel, technology development, marketing, professional fees, and acquisition integration. Based on our current operating plan, we estimate that cash required to fund operations for the twelve months following May 31, 2026 will be approximately $5.5 million, which exceeds our cash balance at May 31, 2026. We do not have any material commitments for capital expenditures, and we do not have any material purchase obligations, take-or-pay contracts, or unconditional purchase obligations outside the ordinary course of business. We have no off-balance sheet arrangements (within the meaning of Item 303(b)(1)(ii) of Regulation S-K) that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.

Cash Flow Analysis
Three Months ended May 31,	2026			2025			Change ($)			Change (%)
Net cash used in operating activities		(2,343,339	)		(1,042,658	)		(1,300,681	)		(125	)%
Net cash used in investing activities		(237,561	)		(1,281,503	)		1,043,942			81	%
Net cash provided by financing activities		1,688,300			1,392,700			295,600			21	%
Net increase (decrease) in cash		(892,600	)		(931,461	)		38,861			4	%

Net Cash Used in Operating Activities

Net cash used in operating activities ~~from continuing operations~~ totaled $2,~~450~~343,~~860~~339 during the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, as compared to $31,~~143~~042,~~697~~658 during the same period in ~~2024~~2025, aan ~~decrease~~increase of $~~692~~1,~~837~~300,681, or 22125%. The operating cash outflow during the current period was driven by a net loss of $3,125,469 (before payment of preferred dividends), partially offset by non-cash charges of $949,494 and further increased by net changes in working capital of $167,364. Non-cash charges included depreciation and amortization of $336,669, amortization of debt discount of $113,533, and shares issued for professional services of $552,952, partially offset by a reversal of employee stock-based compensation of $13,660 and a gain on the derivative liability revaluation of $40,000. Changes in working capital primarily reflected a decrease in deferred revenue of $807,464 and an increase in accounts receivable of $133,207, partially offset by an increase in accounts payable and accrued expenses of $439,724 and a decrease in prepaid expenses of $344,626.

During the nine months ended November 30, 2025, the net cash used in operating activities was the result of a net loss of $10,630,953 before payment of preferred dividends, partially offset by changes in working capital of $1,896,753, and non-cash expenses of $6,283,340 related to stock options issued to former directors totaling $2,368,709, employee stock-based compensation of $138,325, depreciation and amortization of $695,902, amortization of prepaid expenses of $2,376,669, amortization of debt discount of $648,585, a write-off of technology costs of $19,550 related to an abandoned software implementation, and a loss on the extinguishment of debt of $95,600, partially offset by a gain on the derivative liability of $50,000 and an increase in security deposits of $10,000. Changes in working capital were driven by an increase in deferred revenue of $1,537,998 related to the TA Pipeline acquisition, an increase in accounts payable and accrued expenses of $329,052, a decrease in prepaid expenses of $281,216, and the assumption of the SBA EIDL loan from FSA of $98,358 partially offset by an increase in accounts receivable of $349,871.

During the nine months ended November 30, 2024, the net cash used in operating activities was the result of a net loss of $5,530,975 before preferred dividends, partially offset by changes in working capital of $1,661,732, and non-cash expenses of $725,546 related to depreciation and amortization of $531,803 and stock-based compensation of $36,463. Changes in working capital were driven by a decrease in accounts receivable of $18,329, a decrease in prepaid expenses of $152,452, and an increase in accounts payable and accrued expenses of $1,518,161, partially offset by an increase in security deposits of $3,742 and a decrease in deferred revenue of $49,724.

Net Cash Used in Investing Activities

Net cash used in investing activities was $237,561 during the ~~nine~~three months ended ~~November~~May 3031, ~~2025 was $1~~2026,~~752,168,~~ ~~which~~compared ~~compares~~ to $~~468~~1,~~751~~281,503 ~~of cash used in investing activities~~ during the same period in ~~of 2024~~2025, ana ~~increase~~decrease of $1,~~283~~043,~~417~~942, or ~~274~~81%. ~~The~~Investing ~~increase~~outflows ~~resulted~~in ~~from~~the ~~$900,000~~current ~~related to~~period ~~the~~consisted ~~acquisition~~entirely of ~~FSA,~~capitalized software development costs of $~~300~~237,~~000~~561. ~~related~~In to the ~~JOURNY.tv~~prior-year ~~asset~~period, ~~purchase~~investing ~~and~~activities consisted of $~~443~~81,~~169~~503 ~~related~~in tocapitalized ~~the~~software ~~acquisition~~development ofcosts, ~~TA Pipeline LLC~~$900,000 ~~partially~~paid ~~offset~~for bythe aFSA ~~decrease~~Travel ofLLC acquisition, and $~~359~~300,~~751~~000 infor ~~capitalized~~the ~~software~~JOURNY.tv ~~development~~asset ~~costs~~purchase.

Net Cash Provided by Financing Activities

Net cash provided by financing activities ~~for~~was $1,688,300 during the ~~nine~~three months ended ~~November~~May 3031, ~~2025 was $5~~2026,~~567,960~~ as compared to $31,~~295~~392,~~684~~700 ~~for~~during the same period in ~~2024.~~2025, ~~The~~an increase of $2295,~~272~~600,~~276,~~ or 6921%,. ~~was~~Financing ~~due~~activities toin anthe ~~increase~~current inperiod ~~advances~~consisted of $1,015,000 of gross proceeds from ~~related~~our ~~parties~~Series B Convertible Preferred Stock offering ($895,000 net of $~~571~~120,~~297~~000 ~~and~~in related offering costs), $150,100 of proceeds from sales of common stock, $150,000 of proceeds from ~~equity~~sales ~~private~~of ~~placements~~preferred stock ($145,000 net of $25,~~271~~000 in offering costs),~~800~~ $157,000 ~~partially~~of proceeds from a bridge loan (offset by $258,800 of bridge loan repayments), and $600,000 of advances from a ~~reduction~~related inparty. ~~notes~~In ~~payable~~the prior-year period, financing activities consisted of $~~570~~1,~~821~~200,000 of advances from a related party and $192,700 of proceeds from notes payable.

~~Our~~Known ~~ability to continue to fund our working capital needs will be dependent upon the success of our efforts to generate revenues from our operations~~Trends, ~~and by obtaining additional capital from the sale of securities or by borrowing funds from lenders to fulfill our business plans. If we issue additional equity or debt securities~~Demands, ~~stockholders may experience additional dilution or the new equity securities may have rights~~Commitments, preferences or privileges senior to those of existing holders of our common stock. There is no assurance that we will be successful in obtaining additional funding. The Company is unable to predict the effect a global recession or geopolitical events, including the on-going conflict in Ukraine, may have on its access to the financing markets. If we fail to obtain sufficient funding when needed, we may be forced to delay, scale back or eliminate all or a portion of our commercialization efforts and ~~operations.~~Uncertainties

55Need for additional financing. We will need to raise additional capital through equity, equity-linked, or debt financings, or through other arrangements, to support continuing operations and to execute our business plan. Our existing cash balance is not sufficient to fund our anticipated operating cash requirements for the next twelve months. There can be no assurance regarding the availability or terms of any additional financing. If we issue additional equity or equity-linked securities, our stockholders may experience material dilution, and any new securities may have rights, preferences, or privileges senior to those of our existing common stock. If we incur additional debt, the related instruments may impose covenants and repayment obligations that adversely affect our financial flexibility or business operations. If we are unable to obtain financing when needed, we may be required to delay, scale back, or eliminate one or more aspects of our business plan, including planned product and content investments, and we may lose our Nasdaq listing.

~~Other~~Nasdaq ~~than~~listing requirements. Our continued listing on the ~~related~~Nasdaq ~~party~~Capital ~~promissory~~Market ~~notes~~requires ascompliance ~~described~~with inapplicable ~~NOTE~~minimum 11bid –price, ~~Related~~stockholders’ equity, ~~Party~~market ~~Transactions~~value, toand ~~the~~other continued-listing standards. Adverse developments in our operations or financial ~~statements~~condition, ~~included~~or further ~~elsewhere~~dilutive inissuances, ~~this~~could ~~Quarterly~~affect ~~Report~~our ability to maintain compliance with these requirements. Failure to maintain compliance could result in delisting, wewhich ~~have~~would noadversely ~~lines~~affect the liquidity of ~~credit~~our orcommon ~~other~~stock ~~financing~~and ~~arrangements~~our ability to raise additional capital.

~~Inflation,~~Macroeconomic ~~changing prices~~ and ~~rising~~geopolitical ~~interest~~conditions. ~~rates~~We ~~have~~are ~~had~~unable noto ~~material~~predict the effect that broader macroeconomic conditions — including elevated interest rates, inflationary pressure on ~~our~~input ~~continuing~~and ~~operations~~labor ~~over~~costs, ~~our~~fluctuations ~~two~~in ~~most~~consumer ~~recent~~travel ~~fiscal~~demand, ~~years.~~foreign currency volatility, ~~However~~and geopolitical events such as the ongoing conflicts in Ukraine, ~~continued~~Iran ~~unfavorable~~and ~~trends~~Israel — may ~~affect~~have on our access to the ~~prices~~capital wemarkets, our ~~pay~~cost ~~for~~of ~~materials~~capital, the timing and ~~other~~cost ~~goods~~of ~~and~~our ~~services~~acquisitions, ~~necessary~~or toconsumer demand for our ~~business,~~travel products. Continued unfavorable trends ~~thus~~in ~~increasing~~these areas could increase our use of cash and impair our ability to obtain additional financing on acceptable terms.

Acquisition integration. We expect to continue to incur integration costs in fiscal 2027 as we combine acquired operations, technology, and content. These integration activities are intended to accelerate revenue generation, but the timing and magnitude of any related revenue contribution remain uncertain.

Subsequent Events Affecting Liquidity

On June 16, 2026, a private investor exercised a warrant to purchase 8,278 shares of common stock at $3.02 per share, resulting in gross proceeds of $25,000.

On June 18, 2026, David Jiang, a director, purchased 18,200 shares of common stock in a private placement at $2.75 per share resulting in gross proceeds of $50,050.

The Donald P. Monaco Insurance Trust (the “Trust”) promissory note has been amended to increase the principal amount and extend the maturity date, as follows: On June 3, 2026 the Company and the Trust (the “Parties”) entered into the Sixth Amendment extending the maturity date to June 30, 2026; on June 8, 2026 the Parties entered into the Seventh Amendment increasing the principal balance to $700,000, and on June 30, 2026 the Parties entered into the Eighth Amendment increasing the principal balance to $950,000 and extending the maturity date to July 15, 2026. Other terms of the Monaco Trust Note remained unchanged under each amendment. As of the date of this Quarterly Report, $950,000 of principal remained outstanding under the Monaco Trust Note. The 7.5% interest rate, which is lower than the 12% rate borne by the MIP Line of Credit, reflects the short-term, on-demand nature of the Monaco Trust Note. The Monaco Trust Note, including each amendment, was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

Trend in pricing. Our equity issuances during the three months ended May 31, 2026 were priced $2.75 per share. The subsequent-event common stock issuances were priced at $2.55 and $3.02 per share, respectively, representing a decline relative to fiscal year 2026 issuance prices. This pricing trend, if it continues, may increase the dilutive impact of future financings on our existing stockholders and may indicate continued pressure on our access to capital on favorable terms.

Other than the foregoing, no material subsequent events related to our liquidity and capital resources have occurred from May 31, 2026 through the date of this Quarterly Report.

Critical Accounting Estimates

Our discussion of critical accounting estimates that affect liquidity, capital resources, and results of operations is set forth in “Critical Accounting Estimates” elsewhere in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 2, “Summary of Significant Accounting Policies,” to the financial statements included elsewhere in this Quarterly Report.

Other Information

Other than the MIP Line of Credit and the related-party promissory notes described in Note 12, “Related Party Transactions,” to the financial statements included elsewhere in this Quarterly Report, we have no lines of credit or other financing arrangements.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer, after evaluating our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) as of the end of the period covered by this Quarterly Report (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, where appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

5659

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

~~Not~~On July 13, 2026, Luis Barberi, ~~applicable~~Mitch Toren, and Ashish Tembe, the former members of TA Pipeline LLC, filed a Demand for Arbitration against the Company with the American Arbitration Association, to be conducted in Las Vegas, Nevada. The claim asserts breach of the Membership Interest Purchase Agreement dated August 6, 2025, based on the Company's alleged failure to repurchase 96,774 restricted shares of the Company's common stock at the $3.10 per share Base Price following the claimants’ February 24, 2026 exercise of a put right under the agreement. The claimants seek damages of not less than $299,999.40, together with attorneys' fees, pre-judgment and post-judgment interest, and arbitration costs. The Company believes the claimants are in breach of the agreement, believes it has meritorious defenses, and intends to defend the matter vigorously and to assert available counterclaims.

Other than as described above, from time to time, the Company is subject to various claims, disputes, and legal proceedings arising in the ordinary course of its business, including matters relating to employment, contractual, and commercial relationships. The Company is not currently a party to any other legal proceeding that management believes is reasonably likely to have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. Regardless of the outcome, litigation and other proceedings can have an adverse impact on the Company because of associated defense and settlement costs, the diversion of management resources, and other factors.

ITEM 1A. RISK FACTORS.

You should consider the “Risk Factors” included under Item 1A of our Annual Report on Form 10-K for the year ended February 28, ~~2025~~2026 filed with the SEC on May 29, ~~2025~~2026, as well as the following updated Risk Factor:

As of ~~November~~May 3031, ~~2025~~2026, we had $2803,~~427,299~~490 in cash and a working capital deficit of $~~750~~1,~~124~~599,429. Our existing cash on hand and anticipated ~~revenues~~ revenues are not sufficient to fund our anticipated operating costs. We will need to raise additional financing to fund our operations, ~~maintain~~ maintain compliance with the Nasdaq continued listing requirements and implement our business plan. There is no assurance as to the amount ~~and~~ and availability of any required future financing or the terms thereof. Such financing, if in the form of equity, may be highly dilutive to our existing stockholders and may otherwise include onerous terms. If in the form of debt, such financing may include covenants and repayment obligations which may be difficult to meet and that could adversely affect our business operations. We have no current understanding or arrangement to obtain any additional financing. To the extent that funds are not available to us, we may be required to delay, limit, or terminate our business operations and may lose our Nasdaq listing.

In light of the foregoing, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of the filing of this Quarterly Report,.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

OnProceeds ~~September~~received ~~10,~~from ~~2025,~~ the ~~Company~~issuance ~~issued 10,000 restricted shares~~ of unregistered common ~~stock~~and atpreferred ashares ~~price~~and ofassociated ~~$4.03~~warrants ~~per~~have ~~share~~been ~~pursuant~~used tofor ageneral ~~contract with~~working ~~Save Your Day Films to provide media production, distribution, and sales services~~capital purposes.

OnCommon September 22, 2025, the Company issued 14,755 unrestricted shares of common stock and 20,238 restricted shares of common stock to MZ Group, both at a price of $3.78 per share, as payment for investor relations services provided.Stock

On September 22, 2025, and October 6, 2025, the Company issued 15,000 and 29,224 unrestricted shares of common stock, respectively, to Iroquois Capital Management pursuant to the cashless exercise of warrants.

Date	Recipient	Consideration	Shares		Price		Value
March 12, 2026	Marc Bern	Consulting services		7,500	$	2.95	$	22,125
March 14, 2026	ConsortiaX	Sales commission override		4,640	$	2.50	$	11,600
May 1, 2026	Pillow Hog Ventures, Inc.	IR consulting services		25,000	$	2.75	$	68,750
May 6, 2026	Steve Kazas	Private Placement		36,400	$	2.75	$	100,100
May 8, 2026	KCGM Asia LLC	Private Placement		18,182	$	2.75	$	50,000
May 13, 2026	Balencic Consulting	IR consulting services		35,000	$	2.51	$	87,850
Total				126,722			$	340,425

OnSeries ~~October~~A 7, 2025, the Company issued 100,000 restricted shares of common stock to NexGenAI at a price of $3.44 per share pursuant to a contract to provide cryptocurrency strategy development consulting services, and ~~100,000~~Series ~~restricted~~B ~~shares~~Convertible ofPreferred ~~common stock at a price of $3.44 per share pursuant to a contract to provide AI driven social media marketing and engagement consulting services.~~Stock

On October 8, 2025, the Company sold 62,500 restricted shares of common stock to Caesar Capital at a price of $3.20 per share pursuant to a private placement agreement.

Date	Purchaser	Consideration	Shares		Price		Value
March 12, 2026	Marc Bern	Cash - Series A preferred, with Investment Warrants		33,333	$	3.00	$	100,000
April 15, 2026	KCGM Asia LLC	Cash - Series A preferred, with Investment Warrants		16,667	$	3.00	$	50,000
May 6, 2026	Helena Global Investment Opportunities 1 Ltd.	Cash - Series B preferred, with Investment Warrants		408,421	$	2.755	$	1,125,200
Total				458,421			$	1,275,200

~~On October 20, 2025, the Company issued 30,000 restricted shares of common stock to Harold Erhard at a price of $3.35 per share, pursuant to a contract to provide investor relations services.~~60

OnInvestment October 28, 2025, the Company issued 30,000 restricted shares of common stock to New Orleans Private Wealth Management at a price of $4.73 per share, pursuant to a contract to provide investor relations services.Warrants

On October 28, 2025, the Company sold 70,000 restricted shares of common stock to Denis Suggs at a price of $3.00 per share, pursuant to a private placement agreement.

Date

Grantee

Units

Strike

Expiration

Consideration

March 12, 2026

Marc Bern

33,333

3.00

Sep 12, 2029

Cash - Series A Preferred

April 15, 2026

KCGM Asia LLC

8,333

3.00

Oct 15, 2029

Cash - Series A Preferred

May 6, 2026

Helena Global Investment Opportunities 1 Ltd.

100,000

2.755

May 6, 2031

Cash – Series B Preferred

May 6, 2026

Steve Kazas

18,200

3.00

May 6, 2029

Cash – Common Shares

May 8, 2026

KCGM Asia LLC

9,091

3.00

May 8, 2029

Cash – Common Shares

Total

168,957

OnPlacement ~~November~~Agent ~~4, 2025, the Company sold 33,400 restricted shares of common stock to KC Global Media Asia, LLC at a price of $3.00 per share, pursuant to a private placement agreement.~~Warrants

On November 6, 2025, the Company sold 10,000 restricted shares of common stock to Johan Mosaheb, LLC at a price of $3.00 per share, pursuant to a private placement agreement.

Date

Grantee

Units

Strike

Expiration

Consideration

May 6, 2026

Craft Capital Management LLC designees

29,473

2.755

May 6, 2031

Placement agent - Helena Financing (1)

57Stock Option

On November 12, 2025, the Company sold 25,000 restricted shares of common stock to Rest Harbour, Inc. at a price of $3.00 per share, pursuant to a private placement agreement.

Date

Grantee

Options

Strike

Expiration

Consideration

May 7, 2026

Next Media Management, Inc.

200,000

2.64

May 7, 2029

Consulting services for JOURNY.tv

On(1) ~~November~~The 12warrants issued on December 23, 2025 were issued to Craft Capital Management LLC designees, as placement agent, as partial compensation for placement agent services rendered in connection with the Company’s ~~sold~~Mayr ~~25,000~~2026 ~~restricted~~private ~~shares~~placement of ~~common~~securities ~~stock~~ to ~~Thomas~~Helena ~~and~~Global Investment ~~Karen~~Opportunities ~~Kofman~~1 atLtd. (which financing was previously reported on a ~~price~~Current ofReport $3on Form 8-K).00 ~~per~~The ~~share,~~Company also paid Craft ~~pursuant~~Capital toManagement LLC. a ~~private~~cash placement ~~agreement~~agent fee equal to 8% of the gross proceeds of that financing.

OnExemption ~~November~~from ~~14, 2025, the Company sold 25,000 restricted shares of common stock to Phillip and Michael Investments at a price of $3.00 per share, pursuant to a private placement agreement.~~Registration

OnThe ~~November~~securities ~~21,~~described ~~2025,~~above were issued in reliance upon the ~~Company~~exemptions ~~sold~~from ~~333~~registration provided by Section 4(a)(2) of the Securities Act of 1933,~~334~~ ~~restricted~~as ~~shares~~amended, and Rule 506(b) of ~~common~~Regulation ~~stock~~D topromulgated ~~Charcoal~~thereunder, ~~Investments~~as transactions by an issuer not involving a public offering, ~~Ltd~~except that the stock option granted under the Company’s 2023 Equity Incentive Plan was issued in reliance upon Rule 701 thereunder. atNo ageneral ~~price~~solicitation ofor $3general advertising was used.00 ~~per~~Each ~~share~~recipient was an accredited investor or otherwise had access, ~~pursuant~~through such recipient’s relationship with the Company, to the type of information that would have been provided in a ~~private~~registration statement and represented an investment intent. Other than the cash placement ~~agreement~~agent fee described in note (1) above, no underwriting discounts or commissions were paid by the Company in connection with these issuances.

~~On November 28, 2025, the Company sold 16,700 restricted shares of common stock to Cleveland Parker at a price of $3.00 per share, pursuant to a private placement agreement.~~61

The aforementioned securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were issued to the respective recipients in transactions exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the securities constitute “restricted securities” within the meaning of Rule 144 under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Rule 10b5-1 Trading Plans

During the three months ended ~~November~~May 3031, ~~2025~~2026, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1 ~~trading~~ trading arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense ~~conditions~~ conditions of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS.

Exhibit Number		Description
3.1		Certificate of Designation of Series Q Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025, and incorporated herein by reference)
3.1*		Certificate of Designation of Series A Convertible Preferred Stock.
4.1		Form of Warrant (Charcoal Investments, Ltd) (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 28, 2025, and incorporated herein by reference).
3.2		Certificate of Designation of Series B Convertible Preferred Stock (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2026, and incorporated herein by reference).
10.1		Form of Securities Q Preferred Stock Purchase Agreement dated as of September 10, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025, and incorporated herein by reference).
4.1*		Warrant between the Company and KC Global Media LLC, dated April 15, 2026.
10.2		Form of Debt Conversion Agreement (filed as Exhibit 10.1 to the Company’s Current Report filed on September 18, 2025, and incorporated herein by reference).
4.2		Form of Warrant between the Company and Helena Global Investment Opportunities 1 Ltd., dated May 8, 2026 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).
10.3		Securities Purchase Agreement between the Company and Charcoal Investments Ltd. dated as of November 21, 2025(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 28, 2025, and incorporated herein by reference).
4.3*		Warrant between the Company and KC Global Media LLC, dated May 8, 2026.
10.1		Unsecured Short-Term Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated March 26, 2026 (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on May 29, 2026, and incorporated herein by reference).
10.2*		Securities Purchase Agreement between the Company and KC Global Media Asia, LLC dated April 15, 2026.
10.3		Securities Purchase Agreement between the Company and Helena Global Investment Opportunities 1 Ltd., dated May 6, 2026 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).
10.4*		Securities Purchase Agreement between the Company and KC Global Media Asia, LLC dated May 8, 2026.
10.5		Form of Pledge Agreement between William Kerby and Helena Global Investment Opportunities 1 Ltd., dated May 6, 2026 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).
10.6*		Amendment 8 to the March 26, 2026 Unsecured Short-Term Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated June 30, 2026.
31.1*		Rule 13a-14(a) Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Rule 13a-14(a) Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS***		Inline XBRL Instance Document.
101.SCH***		Inline XBRL Schema Document with Embedded Linkbase Documents.
104		Cover Page Interactive Data File (the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*	Filed herewith.
**	Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
***	The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

5862

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEXTTRIP, INC.
January 14, 2026	By:	/s/ William Kerby
July 15, 2026	By:	/s/ William Kerby
		William Kerby
		Chief Executive Officer (Principal Executive Officer)
January 14, 2026	By:	/s/ Frank Orzechowski
July 15, 2026	By:	/s/ Frank Orzechowski
		Frank Orzechowski
		Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

5963

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