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 May 31, 2025

☐ 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 del Sol

Santa Fe, New Mexico 87507

(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 July 14, 2025, the issuer had 7,846,603 shares of common stock outstanding.

NEXTTRIP, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS	3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43

ITEM 4. CONTROLS AND PROCEDURES	43

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	44

ITEM 1A. RISK FACTORS	44

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	44

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	44

ITEM 4. MINE SAFETY DISCLOSURES	44

ITEM 5. OTHER INFORMATION	44

ITEM 6. EXHIBITS	45

SIGNATURES	47

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	May 31, 2025 (unaudited)			February 28, 2025

ASSETS
Cash and cash equivalents	$	130,906		$	1,062,367
Accounts receivable, net		110,121			22,567
Prepaid expenses and other current assets		1,316,048			1,380,575
Total Current Assets		1,557,075			2,465,509
Non-Current Assets
Property and equipment, net		3,490			4,119
Intangible assets, net		3,379,049			2,127,368
Security deposit		30,167			30,167
Goodwill		2,836,860			1,167,805
Equity investments		2,415,000			3,407,610
Other prepaid assets		733,575			733,575
Total Non-Current Assets		9,398,141			7,470,644
Total Assets	$	10,955,216		$	9,936,153

LIABILITIES
Current Liabilities
Accounts payable	$	1,070,881		$	1,184,404
Accrued expenses		559,925			721,382
Deferred revenue		308,498			97,770
Note payable		753,046			506,004
Notes payable - related parties		7,616			61,526
Notes payable		7,616			61,526
Total Current Liabilities		2,699,966			2,571,086
Non-Current Liabilities
SBA EIDL loan		98,757			-
Line of Credit – related parties		1,486,575			-
Total Non-Current Liabilities		1,585,332			-
Total Liabilities		4,285,298			2,571,086

Commitments and Contingencies		-			-

Stockholder’s Equity
Preferred Stock, $0.001 par value; 10,000,000 shares authorized; 3,388,874 and 3,106,616 shares issued and outstanding, respectively		3,389			3,107
Common Stock, par value $0.001, 250,000,000 shares authorized; 7,691,374 and 1,656,738 shares issued and outstanding, respectively		7,692			1,657
Additional Paid in Capital		45,530,355			41,710,126
Accumulated deficit		(38,871,518	)		(34,349,823	)
Total Stockholders’ Equity		6,669,918			7,365,067
Total Liabilities and Stockholders’ Equity	$	10,955,216		$	9,936,153

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024
	Three Months Ended May 31,
	2025			2024

Revenue	$	138,827		$	188,793
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		(99,921	)		(173,581	)
Gross profit		38,906			15,212

Operating Expenses
Salaries and benefits		696,914			626,752
Stock based compensation		138,325			16,394
General and administrative		30,588			27,555
Sales and marketing		90,035			156,188
Professional service fees		1,149,476			523,873
Technology		321,815			184,669
Organization costs		1,999,670			28,737
Depreciation and amortization		206,650			287,586
Other expenses		45,170			115,859
Total Operating Expenses		4,678,643			1,967,613
Operating Loss		(4,639,737	)		(1,952,401	)

Other Income (Expenses)
Other Income		540,245			-
Loss on extinguishment of liability		(70,100	)		-
Interest expense, net		(276,333	)		(35,225	)
Total other income (expense)		193,812			(35,225	)
Net loss from continuing operations before taxes		(4,445,925	)		(1,987,626	)
Provision for income taxes		-			-
Net loss from continuing operations before share of net income (loss) in equity method investee	$	(4,445,925	)	$	(1,987,626	)
Share of net income (loss) of equity method investee		(11,307	)		-
Net loss from continuing operations		(4,457,232	)		(1,987,626	)
Net gain from discontinued operations, net of taxes		-			8,909
Net loss		(4,457,232	)		(1,978,717	)
Preferred dividends		(64,463	)		(10,688	)
Net Loss Applicable to Common Stockholders	$	(4,521,695	)	$	(1,989,405	)
Basic and diluted loss per common share from continuing operations	$	(0.68	)	$	(1.56	)
Basic and diluted loss per common share from discontinued operations	$	-		$	0.01
Basic and diluted loss per common share	$	(0.68	)	$	(1.55	)
Basic and diluted weighted average number of common shares		6,585,197			1,279,165

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

For the Three Months Ended May 31, 2025, and May 31, 2024

	Shares Outstanding		Preferred Stock		Shares Outstanding		Common Stock		Paid-in Capital			Accumulated Deficit			Total
	Preferred Stock				Common Stock				Additional
	Shares Outstanding		Preferred Stock		Shares Outstanding		Common Stock		Paid-in Capital			Accumulated Deficit			Total
Balances, February 28, 2025		3,106,616	$	3,107		1,656,738	$	1,657	$	41,710,126		$	(34,349,823	)	$	7,365,067
Net Loss		-		-		-		-		-			(4,457,232	)		(4,457,232	)
Preferred Stock Dividends		-		-		45,643		46		64,417			(64,463	)		-
Preferred Shares Issued for FSA Travel, LLC acquisition		282,258		282		-		-		875,359			-			875,641
Issuance of common shares for Journy.tv asset acquisition		-		-		20,000		20		115,180			-			115,200
Issuance of common shares pursuant to reverse acquisition of Sigma		-		-		5,843,993		5,844		(5,844	)		-			-
Issuance of common shares for services		-		-		125,000		125		476,075			-			472,200
Warrants issued in connection with debt conversion		-		-		-		-		30,775			-			30,775
Warrants issued in connection with bridge loan financing		-		-		-		-		177,398			-			177,398
Issuance of securities for directors’ services		-		-		-		-		1,948,544			-			1,948,544
Stock Options Issued to Employees		-		-		-		-		138,325			-			138,325

Balances, May 31, 2025		3,388,874		3,389		7,691,374		7,692		45,530,355			(38,871,518	)		6,669,918

	Preferred Stock						Common Stock				Additional
	Shares Outstanding			Preferred Stock			Shares Outstanding		Common Stock		Paid-in Capital		Accumulated Deficit			Total
Balances, February 29, 2024		472,996		$	474			936,430	$	936	$	27,277,758	$	(24,151,139	)	$	3,128,029
Balance		472,996		$	474			936,430	$	936	$	27,277,758	$	(24,151,139	)	$	3,128,029
Net Loss		-			-			-		-		-		(1,978,717	)		(1,978,717	)
Preferred Stock Dividends		-			-			-		-		10,688		(10,688	)		-
Common Shares Issued for Conversion of Preferred Stock		(409,502	)		(410	)		409,502		410		-		-			-
Stock Options Issued to Employees		-			-			-		-		16,394		-			16,394

Balances, May 31, 2024		63,494			64			1,345,932		1,346		27,304,840		(26,140,544	)		1,165,706
Balance		63,494			64			1,345,932		1,346		27,304,840		(26,140,544	)		1,165,706

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	May 31, 2025			May 31, 2024
	Three Months Ended
	May 31, 2025			May 31, 2024
OPERATING ACTIVITIES
Net Loss – Continuing Operations	$	(4,457,232	)	$	(1,987,626	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Noncash Expenses:
Depreciation and amortization – property and equipment and intangibles		206,650			287,586
Amortization of debt discount		231,740			-
Amortization of prepaid expenses		694,912			-
Stock-based compensation - employees		138,325			16,394
Stock-based compensation - directors		1,948,544			-
Stock-based compensation		1,948,544			-
Loss on extinguishment of liability		70,100			-

Change in Assets and Liabilities:
Accounts receivable		(87,554	)		6,322
Prepaid expenses		183,327			(19,669	)
Accounts payable and accrued expenses		(182,198	)		534,493
Deferred revenue		210,728			14,280
Security deposit		-			(3,000	)
NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS		(1,042,658	)		(1,151,220	)
NET CASH PROVIDED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS		-			8,909
NET CASH USED IN OPERATING ACTIVITIES		(1,042,658	)		(1,142,311	)

INVESTING ACTIVITIES
Capitalized software development costs		(81,503	)		(169,406	)
FSA Travel, LLC acquisition		(900,000	)		-
Journy.tv asset purchase		(300,000	)		-
NET CASH USED IN INVESTING ACTIVITIES		(1,281,503	)		(169,406	)

FINANCING ACTIVITIES
Notes Payable		192,700			100,000
Advances from related parties		1,200,000			924,591
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,392,700			1,024,591

NET CHANGE IN CASH FOR PERIOD		(931,461	)		(287,126	)

CASH AT BEGINNING OF PERIOD		1,062,367			323,805

CASH AT END OF PERIOD	$	130,906		$	36,679

Supplemental Disclosures:
Noncash Investing and Financing Activities Disclosure:
Issuance of preferred shares pursuant to FSA Travel, LLC acquisition	$	875,641		$	-
Issuance of common shares pursuant to Journy.tv asset purchase	$	115,200		$	-
Issuance of common shares for third party services	$	472,200		$	-
Preferred stock dividends	$	64,463		$	10,688
Disclosure of Cash Paid for:
Interest	$	23,159		$	4,371
Income Taxes	$	-		$	-

See accompanying notes to condensed financial statements.

NEXTTRIP, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

May 31, 2025

NOTE 1 - Business Description and Going Concern

Sigma Additive Solutions, Inc. (“Sigma”), the legal acquiror of NextTrip Holdings, Inc., was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to Framewaves Inc. in 2001. On September 27, 2010, the name was changed to Sigma Labs, Inc. On May 17, 2022, Sigma Labs, Inc. began doing business as Sigma Additive Solutions, and on August 9, 2022, changed its name to Sigma Additive Solutions, Inc.

On March 11, 2024, Sigma filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada, pursuant to which, effective as of 12:01 a.m. Pacific time on March 13, 2024, among other things, Sigma’s corporate name was changed from Sigma Additive Solutions, Inc. to “NextTrip, Inc.”

The Company’s corporate office is located at 3900 Paseo del Sol, Santa Fe New Mexico 87507. The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries, NextTrip Holdings Inc. incorporated on October 22, 2015, and Extraordinary Vacations USA, Inc., incorporated on June 24, 2002.

Prior to the NextPlay Exchange Agreement, as described below, NextTrip Holdings, Inc. (“NTH”) was a wholly owned subsidiary of NextTrip Group, LLC (“NTG”), which in turn, was a wholly owned subsidiary of NextPlay Technologies, Inc. (“NextPlay”). All of the business operations of NTG were conducted through its subsidiaries. On January 25, 2023, NextPlay and NTG entered into an Amended and Restated Separation Agreement, Amended and Restated Operating Agreement, and Exchange Agreement (the “NextPlay Exchange Agreement”), whereby NextPlay transferred its interest in the travel business to NTG. Pursuant to the NextPlay Exchange Agreement, NextPlay exchanged 1,000,000 Membership Units of NTG for 400,000 Preferred Units of NTG, with a value of $10.00 per unit. Prior to the exchange for Preferred Units, NTG had a payable due to NextPlay of $17,295,873, representing cash advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had obligations to provide ongoing support to NTH. Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s ongoing support obligations except for a $1.5 million advance remaining under a promissory note and, as such, NTH recorded the payable as contributed capital.

The Company provides travel technology solutions with sales originating in the United States, with a primary emphasis on hotels, air, and all-inclusive travel packages. Our proprietary booking engine, branded as NextTrip 2.0, provides travel distributors access to a sizeable inventory.

The Company owns 50% of Next Innovation LLC, a Joint Venture (“Next Innovation”), which is dormant. No activities nor operations occurred through Next Innovation in fiscal years 2024 or 2025 for this entity, and the Company does not have control of Next Innovation and therefore no minority interest was recorded.

Reverse Acquisition

On October 12, 2023, the Company (then known as Sigma) entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”) with NTH, NTG, and William Kerby (the “NextTrip Representative”). Under the terms of the Exchange Agreement, the parties agreed that NTG would sell and transfer to the Company all of the issued and outstanding shares of NTH in exchange for 156,007 restricted shares of Company common stock (the “Closing Shares”), issuable at closing, and the right to receive up to an additional 5,843,993 restricted shares of Company common stock upon satisfaction of certain milestones set forth in the Exchange Agreement (the “Contingent Shares,” and together with the Closing Shares, the “Restricted Shares”), which Restricted Shares are issuable to the members of NTG, on a pro rata basis, under the terms of the Exchange Agreement, subject to certain closing conditions (the “NextTrip Acquisition”). Upon the closing of the NextTrip Acquisition on December 29, 2023, NTH became a wholly owned subsidiary of the Company.

The Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of Company common stock, or approximately 90.2% of the issued and outstanding shares of Company common stock immediately prior to the closing. At closing, it was determined that the NextTrip Acquisition would likely result in a change of control, with the members of NTG receiving an aggregate number of shares that exceeds the number of shares held by the legacy shareholders of Sigma, which change in control occurred upon the issuance of certain of the Contingent Shares on March 26, 2025. As a result, the NextTrip Acquisition is accounted for as a reverse acquisition of NTH by the Company, whereby the Company is treated as the legal acquirer and NTH is treated as the accounting acquirer. As a result, the historical financial information for the periods prior to closing of the NextTrip Acquisition presented is that of NTH.

In accordance with ASC 805-40-45-1, the consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the financial statements as a continuation of the financial statements of the legal subsidiary (NTH), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent.

Under ASC 805-40-45-2, the consolidated financial statements represent the continuation of the legal subsidiary except for the capital structure, as follows:

	(a)	The assets and liabilities of the legal subsidiary recognized and measured at their pre-combination carrying amounts;
	(b)	The assets and liabilities of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business combinations (ASC 805);
	(c)	The retained earnings and other equity balances of the legal subsidiary before the business combination;
	(d)	The amount required to be recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary outstanding immediately before the business combination to the fair value of the legal parent determined in accordance with the guidance in ASC 805 applicable to business combinations. However, the equity structure reflects the equity structure of the legal parent, including the equity interests the legal parent issued to affect the combination. Accordingly, the equity structure of the legal subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent issued in the reverse acquisition.

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

Going Concern - As of May 31, 2025, and February 28, 2025, the Company had an accumulated deficit of $38,871,518 and $34,349,823, respectively, and working capital deficit of $1,142,891 and $105,577, respectively, and has incurred losses since incorporation. The Company will need to raise additional funds through equity or debt financings to support its on-going operations, increase market penetration of its products, expand the marketing and development of its travel and technology driven products, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating costs until the planned revenue streams are fully implemented and begin to offset the Company’s operating costs. In the event the Company is unable to raise adequate funding in the future for its operations and to pay its outstanding debt obligations, the Company may be forced to scale back its business plan and/or liquidate some or all of its assets or may be forced to seek bankruptcy protection.

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

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation - The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The financial statements have been prepared on a consolidated basis with those of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at May 31, 2025 and 2024 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company suggests these condensed financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025. The results of operations for the period ended May 31, 2025 are not necessarily indicative of the operating results for the full year.

Reclassification

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the net earnings (loss) or financial position.

Promissory Note Receivable

NextPlay is in involuntary bankruptcy proceedings and is in default under the terms of its promissory note for non-payment. As a result, as of February 28, 2025 the Company established an allowance for credit losses for the full amount of the note of $2,567,665, as collectability of the note is uncertain.

Investments in Equity Method Investees

The Company holds investments in certain entities that are accounted for under the equity method of accounting, as well as investments that are accounted for under the fair value method pursuant to ASC 321, “Investments - Equity Securities.” Under the equity method, investments in entities in which the Company has significant influence, but not control, are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the investees’ earnings or losses and other comprehensive income.

The Company determines the existence of significant influence based on various factors, including representation on the investees’ board of directors, participation in policy-making processes, and material intercompany transactions.

The Company’s equity method investments are evaluated periodically for impairment by assessing whether events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. When such indicators exist, the Company performs an impairment test and recognizes an impairment loss to the extent that the carrying amount of the investment exceeds its fair value.

Distributions received from equity method investees that exceed cumulative earnings recognized by the Company are considered a return of investment and are recorded as a reduction in the carrying amount of the investment.

Adjustments resulting from changes in the Company’s ownership interest in equity method investees that do not result in a loss of significant influence are accounted for prospectively.

Basis Difference

In accordance with ASC 323, “Investments - Equity Method and Joint Ventures,” the Company records a basis difference when the carrying value of its equity method investment differs from its share of the investee’s fair value of net assets at the acquisition date. This basis difference is allocated to the investee’s identifiable assets and liabilities based on their fair values. The amortization of any basis difference related to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s share of the investee’s earnings or losses. Any basis difference related to non-depreciable assets, including goodwill, is generally not amortized, but is subject to impairment testing as necessary.

The Company assesses the impact of any basis differences on its earnings and the carrying value of its equity method investments. If a basis difference is determined to exist, the appropriate adjustments are made to reflect the amortization of such differences in the consolidated financial statements.

Investments in Equity Securities without Readily Determinable Fair Value

In accordance with ASC 321-10-35-2, the Company holds certain investments in equity securities in which the Company does not have significant influence or control, and for which fair value is not readily determinable. These investments are primarily accounted for at cost, less any impairment. The carrying amount is periodically evaluated for impairment, and if necessary, an impairment loss is recognized in the statement of operations. These investments are not adjusted for unrealized gains or losses unless an impairment is identified.

Equity in Earnings of Equity Method Investees

The Company’s share of earnings or losses from equity method investees is recognized in the consolidated statement of operations within “Equity in share of loss of equity method investees,” net of any related income taxes.

Loss Per Share – The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options and preferred stock were excluded due to the anti-dilutive effect they would have on the computation. At May 31, 2025 and 2024, the Company had the following common shares underlying these instruments:

	2025		2024
	May 31,
	2025		2024
Warrants		3,112,772		484,063
Stock Options		556,250		79,560
Preferred Stock		3,391,974		66,385
Total Underlying Common Shares		7,060,996		630,008

The following table shows the amounts used in computing loss per share and the effect on net loss and the weighted average number of shares of dilutive potential common stock for the periods ended May 31, 2025 and 2024:

	2025			2024
	Three Months Ended May 31,
	2025			2024
Loss from continuing operations	$	(4,457,232	)	$	(1,987,626	)
Preferred dividends		(64,463	)		(10,688	)
Loss from continuing operations applicable to common stockholders		(4,521,695	)		(1,998,314	)
Gain from discontinued operations applicable to common stockholders		-			8,909
Net loss applicable to common stockholders	$	(4,521,695	)	$	(1,989,405	)

Weighted average number of common shares outstanding used in loss per share during the period (denominator)		6,585,197			1,279,165

Dilutive loss per share was not presented, as the Company’s outstanding common and preferred warrants, stock options and preferred stock common equivalent shares for the periods presented would have had an anti-dilutive effect. At May 31, 2025, the Company had outstanding warrants to purchase 3,112,772 shares of common stock; stock options exercisable for 556,250 shares of common stock; 316 shares of Series E Preferred Stock (“Series E Preferred”), which could be converted into 3,415 shares of common stock; 33,000 shares of Series H Convertible Preferred Stock (“Series H Preferred”), convertible into 33,000 shares of common stock; 500,442 shares of Series I Convertible Preferred Stock (“Series I Preferred”), convertible into 500,442 shares of common stock; 297,788 shares of Series J Nonvoting Convertible Preferred Stock (“Series J Preferred”), convertible into 297,788 shares of common stock; 60,595 shares of Series K Nonvoting Convertible Preferred Stock (“Series K Preferred”), convertible into 60,595 shares of common stock; 1,076,156 shares of Series L Nonvoting Convertible Preferred Stock (“Series L Preferred”), convertible into 1,076,156 shares of common stock; 133,278 shares of Series M Nonvoting Convertible Preferred Stock (“Series M Preferred”), convertible into 133,278 shares of common stock; 500,000 shares of Series N Nonvoting Convertible Preferred Stock (“Series N Preferred”), convertible into 500,000 shares of common stock; 443,549 shares of Series O Nonvoting Convertible Preferred Stock (“Series O Preferred”), convertible into 443,549 shares of common stock; and 343,750 shares of Series P Nonvoting Convertible Preferred Stock (“Series P Preferred”), convertible into 343,750 shares of common stock, resulting in a potential total additional 6,585,197 shares of common stock outstanding in the future. At February 28, 2025, the Company had an aggregate of 6,201,890 outstanding potentially dilutive securities.

Accounting Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management. Significant accounting estimates that may materially change in the near future are impairment of long-lived assets, values of stock compensation awards and stock equivalents granted as offering costs, and allowance for bad debts.

Revenue Recognition – The Company’s revenue is derived primarily from sales of our software and related hardware suite under perpetual licenses and from providing engineering services under contracts. The Company recognizes revenue in accordance with ASC Topic No. 606. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance under prior GAAP and replaced it with a principles-based approach for determining revenue recognition. The core principle of the standard is the recognition of revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In general, we determine revenue recognition by: (1) identifying the contract, or contracts, with our customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to performance obligations in the contract; and (5) recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.

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

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

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

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

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

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

Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).

Segment Reporting - We manage the Company as one reportable segment, Travel Products and Services. Travel bookings are the source of our revenues and include the sale of travel products such as airline tickets and hotel rooms as well as travel services such as travel insurance and ground activities. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer.

Financial information and annual operating plans and forecasts are prepared and are reviewed by the CODM at a consolidated level. The CODM assesses performance for the Travel Products and Services segment and decides how to allocate resources based on revenue and net income that is reported on the Consolidated Statements of Operations. The Company’s objective in making resource allocation decisions is to optimize the financial results. The accounting policies of our Travel Products and Services segment are the same as those described in the summary of significant accounting policies herein.

For our single reportable segment-level financial information, total assets, and significant non-cash transactions, see the Financial Statements.

NOTE 3 - Investment in Equity Securities

Investment in Blue Fysh Holdings Inc.

On February 24, 2025, the Company entered into a Share Exchange Agreement with Blue Fysh Holdings Inc. (“Blue Fysh”), under which the Company acquired a 10% ownership interest in Blue Fysh. As part of the transaction, the Company issued 483,000 shares of Series N Preferred at an issuance price of $5.00 per share, totaling $2,415,000, in exchange for 82 restricted shares of Blue Fysh common stock. The transaction closed on February 28, 2025.

The Company’s investment in Blue Fysh is accounted for under the cost method, as the Company does not have significant influence over Blue Fysh. No board appointments are contemplated as part of this transaction; however, the Company has the right to appoint a representative to the Blue Fysh Advisory Committee, which will allow the Company to receive financial updates as needed and to be informed of financial events that could significantly impact the Company’s ownership position.

Since the Company’s ownership interest does not meet the criteria for significant influence pursuant to ASC 323, this investment is classified as an equity security without a readily determinable fair value and is initially recorded at cost. The Company will assess the investment for impairment in future periods and recognize any impairment losses as necessary.

Note 4 – Acquisition of FSA Travel, LLC

On February 6, 2025, the Company acquired a 49% non-controlling interest in FSA Travel, LLC (“FSA”) pursuant to a Membership Purchase Agreement (the “FSA Purchase Agreement”) and accounted for the investment under the equity method. The Company recorded its proportional share of FSA’s net loss from February 7, 2025 through February 28, 2025, the Company’s fiscal year-end.

On April 9, 2025, the Company exercised its option to purchase the remaining 51% interest in FSA for additional consideration of $1.0 million comprised of $0.5 million in cash, and $0.5 million in shares of Series O Preferred (161,291 shares at $3.10 per share), pursuant to the FSA Purchase Agreement. In addition, on April 28, 2025, the Company paid an additional $0.8 million in contingent consideration (comprised of both cash and shares of Series O Preferred stock) to the former owners of FSA (the “FSA Unitholders”) pursuant to the FSA Purchase Agreement.

The contingent consideration issued as purchase consideration provides for additional distributions to the FSA Unitholders, the amount of which is dependent on the acquired business’ achievement of certain milestones. The Company determined the fair value of the contingent consideration as of the acquisition date (April 9, 2025) based on the probability and timing of achieving the respective milestones.

Upon completion of the acquisition of the remaining 51% of FSA membership units, the acquisition of the remaining 51% interest together with the initial 49% interest acquired on February 6, 2025 was accounted for as a step acquisition (business combination) under ASC 805, Business Combinations, with the Company identified as the acquirer. A step acquisition occurs when a shareholder obtains control over an entity (that is considered a business) by acquiring an additional interest in that entity. Under step acquisition accounting, the acquirer’s previously held equity interest is remeasured to its fair value as of the date in which control was obtained and included as part of the total consideration when determining goodwill. Given the short duration between the initial equity purchase of FSA (which was accounted for under the equity method of accounting) and the purchase of the remaining outstanding shares of FSA, it was determined that the book value of such equity method accounting equaled its fair value at the time control was obtained. In accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair value at the acquisition date. The Company did not incur any acquisition-related costs in connection with the acquisition.

The Company has completed a preliminary analysis to assign fair values to all assets acquired and liabilities assumed. The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the acquisition:

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 $415,200, excluding $6,700 of acquisition-related direct costs which were expensed as incurred. The intangible assets have a weighted average estimated useful life of 16.7 years.

NOTE 6 – Intangible Assets

Intangible assets as of May 31, 2025, and February 28, 2025 consisted of the following:

Schedule of Intangible Assets

	May 31, 2025			February 28, 2025
Software Development	$	7,089,049		$	7,267,778
Software Licenses		645,306			789,576
Trademark		6,283			6,283
FSA Travel, LLC Tradename		280,000			-
Journy.tv – Trade Name		138,400			-
Journy.tv Distribution Agreements		276,800			-
Total		8,435,838			8,063,637
Accumulated amortization		(5,056,789	)		(5,936,269	)
Intangible assets, net of amortization	$	3,379,049		$	2,127,368

Amortization expense for the three months ended May 31, 2025, and May 31, 2024 was $206,021 and $286,237, respectively.

During the three months ended May 31, 2025 and 2024, the Company recorded no impairment losses associated with the carrying value exceeding its recoverable amount.

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


2026 (Remaining)	$	620,888
2027		782,097
2028		370,885
2029		127,435
Thereafter		469,857
Total	$	2,371,162

NOTE 7 – Goodwill

Reverse Acquisition of Sigma Additive Solutions, Inc.

As discussed in Note 1 – Business Description and Going Concern, the legal acquisition of NTH by the Company on December 29, 2023 was determined to be a reverse acquisition, with NTH as the accounting acquirer, using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under this method of accounting, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of consummation of the transaction.

Pursuant to ASC 350-20, the Company assigned its goodwill to reporting units and is required to test each reporting unit’s goodwill for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The goodwill resulting from the reverse acquisition is primarily attributable to NTH’s objective to obtain access to public markets to provide funding wherewithal to fund business growth. NTH’s benefit in paying for these synergies in the reverse acquisition transaction was to avoid the time and expense of organizing and executing an Initial Public Offering transaction. In the reverse acquisition, $1,167,805 of goodwill was allocated to the Company’s Travel Products and Services reporting segment (its “NTH Reporting Unit”) under the acquisition method of accounting.

Acquisition of FSA Travel, LLC

As of May 31, 2025, preliminary goodwill of $1,669,058 arising from the FSA acquisition has been reported within the Company’s single reporting segment, Travel Products and Services. See Note 4, Acquisition of FSA Travel, LLC for a description of goodwill recognized in connection with the acquisition.

NOTE 8 – Notes Payable

On May 24, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $100,000. The note bears interest at 7.5% per annum and had a maturity date of the earlier of completion of a public financing or October 31, 2024. The investor has consented to extend the maturity date on a month-to-month basis and continues to accrue interest. As of May 31, 2025, the full principal amount of $100,000 was outstanding.

On June 26, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $40,000. The note bears interest at 7.5% per annum and has a maturity date of June 25, 2025, which may be extended by written consent of the investor. As of May 31, 2025, the full principal amount of $40,000 was outstanding.

On October 18, 2024, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $154,440. The note includes an original issue discount (“OID”) of $22,440, and bears a one-time interest charge of 13%, which was applied on the issuance date to the principal. The note is payable in ten equal installments of $17,452 beginning on November 15, 2024, and may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC. As of May 31, 2025, the balance on the note, net of the unamortized debt discount, was $40,572.

On November 8, 2024, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $125,190. The note includes an OID of $18,190, and bears a one-time interest charge of 13%, which was applied on the issuance date to the principal. The note is payable in five installments, with the first payment in the amount of $70,732 due on May 15, 2025, and the remaining four equal installments of $17,683 are due on the 15^th of each of the next four successive months. The note may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC. As of May 31, 2025, the balance on the note, net of the unamortized debt discount was $57,760.

On December 31, 2024, the Company sold a short-term promissory note to a private investor in the aggregate principal amount of $220,000. The note bears guaranteed interest of 15%, or $33,000, payable in full on the issue date by the issuance of 10,927 shares of the Company’s Series K Preferred. The note may be prepaid at any time without penalty. Additionally, the Company issued a warrant to the investor to purchase up to 220,000 shares of common stock with an exercise price of $4.00 per share and a three-year term. In accordance with ASC 470-20-25-2, the proceeds of the short-term promissory note were allocated to the note and the warrant based on the relative fair values of the note without the warrant and of the warrant itself at time of issuance, with the portion of the proceeds allocated to the warrants accounted for as paid-in capital, and the remainder of the proceeds allocated to the note. The relative fair value of the warrant at the time of issuance that was allocated to additional paid-in capital was $179,913. As of May 31, 2025, the balance on the note, net of the unamortized debt discount, was $95,169.

On February 4, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $152,100. The note includes an OID of $22,100, and bears a one-time interest charge of 13%, which was applied on the issuance date to the principal. The note is payable in five installments, with the first payment in the amount of $85,937 due on August 15, 2025, and the remaining four equal installments of $21,484 are due on the 15^th of each of the next four successive months. The note may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC. As of May 31, 2025, the balance on the note, net of the unamortized debt discount was $137,808.

On April 1, 2025, the Company entered into a securities purchase agreement (the “Note & Warrant SPA”) with Alumni Capital LP (“Alumni Capital”) for the sale of a short-term promissory note (the “Alumni Note”) and warrants (“Warrants”) to Alumni Capital for total consideration of $300,000. After deducting commissions, net proceeds to the Company were $276,000.

The Alumni Note is in the principal amount of $360,000 with an OID of $60,000 and guaranteed interest on the principal amount of ten percent (10%) per annum which shall be due and payable on July 1, 2025. In the event of a failure to re-pay the Alumni Note on or before July 1, 2025, the interest rate will increase to the lesser 22% per annum or the maximum amount permitted under law from the due date thereof until the same is paid. The Alumni Note is convertible into shares of Company common stock only upon an event of default.

As of May 31, 2025, the balance on the Alumni Note, net of the unamortized debt discount, was $281,737.

NOTE 9 – Long-Term Debt

As part of the acquisition of FSA on April 9, 2025, the Company assumed an SBA loan originally issued to FSA on December 4, 2020, with an initial principal amount of $50,500, bearing interest at 3.75% per annum. On October 4, 2021, FSA received a modification to the loan, which increased the principal amount to $199,100. The loan requires monthly payments of principal and interest of $995 and matures on December 4, 2050.

In accordance with ASC 805 – Business Combinations, the assumed loan was recognized at its acquisition-date fair value of $98,920, which reflects a market-based effective interest rate of approximately 12.03% per annum over the remaining term of 307 months. The difference between the face value of the debt and the fair value at the acquisition date was included in the allocation of purchase consideration and is reflected in goodwill.

The loan is measured at amortized cost subsequent to the acquisition date, and interest expense is recognized using the effective interest method based on the fair value of the liability at the acquisition date. The following table summarizes the loan terms as of the acquisition date:

Schedule of Long Term Loan

Description	Amount
Principal amount	$	199,100
Fair value at acquisition date	$	98,920
Remaining term		308 months
Monthly payment	$	995
Effective interest rate		12.03	%

As of May 31, 2025, the balance of the loan was $98,757.

NOTE 10 - Related Party Transactions

On April 9, 2025, NTH and the Donald P. Monaco Insurance Trust (the “Trust”) entered into two promissory notes (together, the “Trust Notes”) under the Company’s $2.0 million line of credit. Donald Monaco, chairman of the Company’s Board of Directors, is the trustee of the Trust. The first note had a principal balance of $500,000 and was issued in exchange for a new cash payment provided my Mr. Monaco. The second note had a principal balance of $145,000 and was issued in exchange for cash advances previously made by Mr. Monaco to the Company.

On May 6, 2025, the Company entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP (“MIP”) providing the Company with a $3,000,000 revolving line of credit. The MIP Line of Credit allows the Company to request advances thereunder from time to time until May 31, 2027, the maturity date. Advances made under the MIP Line of Credit bear simple interest at a rate of 12% per annum, calculated from the date of each respective advance. Accrued interest shall be payable on a monthly basis, no later than the 10th day of the subsequent month. The full outstanding principal balance, together with any accrued and unpaid interest, shall be due and payable in full by the Company on the maturity date. The Company may, at its option, prepay any borrowings under the MIP Line of Credit, in whole or in part, at any time prior to the maturity date, without penalty. Mr. Monaco controls MIP.

The Company received an initial advance of $1,045,000 under the MIP Line of Credit, which was used to repay (i) a $400,000 cash advance previously made by the Trust to the Company (ii) and all outstanding indebtedness under the terms of the Trust Notes, totaling $645,000. Additional advances through May 31, 2025 totaled $441,575, bringing the total amount advanced under the line to $1,486,575 as of May 31, 2025.

The total amounts due to related parties at May 31, 2025 and February 28, 2025 totaled $1,494,191 and $61,526, respectively.

NOTE 11 - Stockholders’ Equity

Common Stock

The Company has 250,000,000 shares of common stock authorized for issuance pursuant to its amended and restated articles of incorporation, as amended (“Charter”). At May 31, 2025 and February 28, 2025, there were 7,691,374 and 1,656,738 shares of common stock, par value $0.001 per share, issued and outstanding, respectively. All shares of common stock have equal voting rights, are fully-paid and non-assessable, and are entitled to one vote per share.

In the first quarter of 2024, the Company issued 100,000 shares of common stock upon conversion of 100,000 shares of Series G Convertible Preferred Stock, 117,000 shares of common stock upon conversion of 117,000 shares of Series H Preferred, and 192,502 shares of common stock upon conversion of 192,502 shares of Series I Preferred.

In the first quarter of 2025, the Company issued 105,000 shares of common stock in connection with various investor relations consulting contracts, 45,642 shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends, 20,000 shares of common stock to Ovation as partial consideration pursuant to the April 1, 2025 Journy.tv Asset Purchase Agreement; 5,000 shares of common stock to ITA as a finder’s fee related to the FSA acquisition; 15,000 shares of common stock pursuant to a consulting contract related to the development and launch of a dedicated beauty and wellness FAST channel; and 5,843,993 shares of common stock to the members of NTG pursuant to the Exchange Agreement, constituting Contingent Shares issuable to the members of NTG upon the achievement of all business milestones.

Preferred Stock

Under our Charter, our board of directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock.

The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share. An aggregate of 3,388,874 and 3,106,616 shares of preferred stock were issued and outstanding at May 31, 2025 and February 28, 2025, respectively, as further discussed below.

Series E Convertible Preferred Stock

Under the Certificate of Designations of the Series E Preferred Stock, shares of the Company’s Series E Preferred have an initial stated value of $1,500 per share (the “Series E Stated Value”). Dividends at the initial rate of 9% per annum will accrue and, on a monthly basis, shall be payable in kind by the increase of the Series E Stated Value of the Series E Preferred by said amount. The holders of shares of the Series E Preferred have the right at any time to convert all or a portion of the Series E Preferred (including, without limitation, accrued and unpaid dividends and make-whole dividends through the third anniversary of the closing date) into shares of the Company’s common stock at an initial conversion rate determined by dividing the Conversion Amount by the conversion price ($0.13 above the consolidated closing bid price for the trading day prior to the execution of the relates stock purchase agreement). The Conversion Amount is the sum of the Stated Series E Value of the shares of Series E Preferred then being converted plus any other unpaid amounts payable with respect to the Series E Preferred being converted plus the “Make Whole Amount” (the amount of any dividends that, but for the conversion, would have accrued at the dividend rate for the period through the third anniversary of the initial issuance date). The Conversion Rate is also subject to adjustment for stock splits, dividends recapitalizations and similar events.

At May 31, 2025, 316 shares of Series E Preferred were outstanding, which if converted as of May 31, 2025, including the make-whole dividends, would have resulted in the issuance of 3,415 shares of common stock.

Series F Convertible Preferred Stock

On January 4, 2024, the Company filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Series F Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993 shares of the Company’s preferred stock as Series F Preferred. The Series F Preferred was designated by the Company in connection with the acquisition of NTH, and, in the event that the Company did not have sufficient shares of common stock available to fulfill its obligations pursuant to the Exchange Agreement governing the terms of the acquisition, shares of Series F Preferred would have been issued to the previous equity holders of NTH in lieu of shares of Company common stock.

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

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

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

Voting. Except as provided by the Company’s Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series F Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series F Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series F Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series F Preferred or alter or amend the Series F Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series F Preferred, or (c) enter into any agreement with respect to the foregoing.

Conversion. On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required to convert all of the outstanding Series F Preferred, each outstanding share of Series F Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series F Conversion Ratio”).

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each, a “Liquidation”), holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

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

Series G Convertible Preferred Stock

On January 26, 2024, the Company filed a Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 100,000 shares of the Company’s preferred stock as Series G Preferred, par value $0.001 per share.

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

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

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

Voting. Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series G Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series G Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series G Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series G Preferred or alter or amend the Series G Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series G Preferred, or (c) enter into any agreement with respect to the foregoing.

Conversion. On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required to convert all of the outstanding Series G Preferred, each outstanding share of Series G Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series G Conversion Ratio”).

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series G Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Series G Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

Redemption Right. The Company shall have the right to redeem up to 50% of the Series G Preferred for an aggregate price of $1.00 in accordance with the terms of the Perpetual License Agreement.

The Company did not exercise its option to repurchase 50% of the Series G Preferred, and all such shares were converted into shares of Company common stock on March 15, 2024. At May 31, 2025, no shares of Series G Preferred were outstanding.

Series H Convertible Preferred Stock

On January 26, 2024, the Company filed a Certificate of Designation of Series H Convertible Preferred Stock (the “Series H Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 150,000 shares of the Company’s preferred stock as Series H Preferred, par value $0.001 per share.

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

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

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

Voting. Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series H Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series H Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series H Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series H Preferred or alter or amend the Series H Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series H Preferred, or (c) enter into any agreement with respect to the foregoing.

Conversion. On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required to convert all of the outstanding Series H Preferred, each outstanding share of Series H Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series H Conversion Ratio”).

SEC Form 10-Q filed by NextTrip Inc.