PART I - FINANCIAL INFORMATION This section presents NextTrip, Inc.'s financial information, including unaudited condensed consolidated financial statements and management's discussion and analysis [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents NextTrip, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows for the periods ended August 31, 2025, and February 28, 2025 (or August 31, 2024 for comparative periods). It also includes detailed notes explaining significant accounting policies, recent acquisitions, debt, equity, and related party transactions [CONDENSED CONSOLIDATED BALANCE SHEETS](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) This table presents the unaudited condensed consolidated balance sheets, detailing assets, liabilities, and equity as of August 31, 2025, and February 28, 2025 ASSETS (Unaudited) | ASSETS (Unaudited) | August 31, 2025 | February 28, 2025 | | :------------------- | :-------------- | :---------------- | | Cash and cash equivalents | $1,837,654 | $1,062,367 | | Total Current Assets | $3,522,743 | $2,465,509 | | Total Non-Current Assets | $10,386,290 | $7,470,644 | | Total Assets | $13,909,033 | $9,936,153 | | LIABILITIES (Unaudited) | August 31, 2025 | February 28, 2025 | | Total Current Liabilities | $5,000,390 | $2,571,086 | | Total Non-Current Liabilities | $2,930,107 | $- | | Total Liabilities | $7,930,497 | $2,571,086 | | Mezzanine Equity | $387,000 | $- | | Total Stockholders' Equity | $5,591,536 | $7,365,067 | | Total Liabilities, Mezzanine and Stockholders' Equity | $13,909,033 | $9,936,153 | - Total Assets increased by approximately **$3.97 million** from February 28, 2025, to August 31, 2025, primarily driven by increases in intangible assets and goodwill[12](index=12&type=chunk) - Total Liabilities significantly increased by approximately **$5.36 million**, with the introduction of non-current liabilities such as SBA EIDL loan and Line of Credit – related parties[12](index=12&type=chunk) - Stockholders' Equity decreased by approximately **$1.77 million**, and Mezzanine Equity of **$387,000** was introduced[12](index=12&type=chunk) [CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) This table outlines the unaudited condensed consolidated statements of operations, showing revenue, expenses, and net loss for the three and six months ended August 31, 2025 and 2024 Metric (Unaudited) | Metric (Unaudited) | Three Months Ended Aug 31, 2025 | Three Months Ended Aug 31, 2024 | Six Months Ended Aug 31, 2025 | Six Months Ended Aug 31, 2024 | | :----------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Revenue | $757,648 | $154,498 | $896,475 | $343,291 | | Cost of revenue | $592,073 | $155,455 | $691,994 | $329,036 | | Gross profit (loss) | $165,575 | $(957) | $204,481 | $14,255 | | Operating loss | $(3,202,877) | $(1,469,292) | $(7,842,614) | $(3,421,693) | | Net loss | $(2,898,155) | $(1,534,650) | $(7,355,388) | $(3,513,367) | | Net Loss Applicable to Common Stockholders | $(3,081,418) | $(1,545,338) | $(7,603,113) | $(3,534,743) | | Basic and diluted loss per common share | $(0.39) | $(1.14) | $(1.05) | $(2.68) | - Revenue for the three months ended August 31, 2025, increased by **390%** year-over-year to **$757,648**, and for the six months ended August 31, 2025, increased by **161%** year-over-year to **$896,475**[14](index=14&type=chunk) - Gross profit significantly improved, moving from a loss of **$(957)** in Q2 2024 to a profit of **$165,575** in Q2 2025, and from **$14,255** to **$204,481** for the six-month period[14](index=14&type=chunk) - Net loss applicable to common stockholders increased by **99%** for the three-month period and **115%** for the six-month period, primarily due to increased operating expenses and preferred dividends[14](index=14&type=chunk) [CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20STOCKHOLDERS'%20EQUITY%20(DEFICIT)) This table details changes in stockholders' equity, including net loss, preferred stock dividends, and common share issuances, for the six months ended August 31, 2025 Equity Component | Equity Component | Balance May 31, 2025 | Net Loss | Preferred Stock Dividends | Issuance of Common Shares (Private Placements) | Issuance of Common Shares (Third Party Services) | Warrants Issued (Debt Conversion) | Issuance of Securities (Directors' Services) | Balance August 31, 2025 | | :--------------- | :------------------- | :------- | :------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------- | :------------------------------------------- | :------------------------ | | Preferred Stock | $3,389 | - | - | - | - | - | - | $3,389 | | Common Stock | $7,692 | - | $36 | $161 | $229 | - | - | $8,118 | | Additional Paid-in Capital | $45,530,355 | - | $183,227 | $486,339 | $778,690 | $134,189 | $420,165 | $47,532,965 | | Accumulated Deficit | $(38,871,518) | $(2,898,155) | $(183,263) | - | - | - | - | $(41,952,936) | | Total | $6,669,918 | $(2,898,155) | - | $486,500 | $778,919 | $134,189 | $420,165 | $5,591,536 | - Total Stockholders' Equity decreased from **$7,365,067** at February 28, 2025, to **$5,591,536** at August 31, 2025, primarily due to a net loss of **$7,355,388**, partially offset by significant capital raises through preferred shares for acquisitions and common shares for services and private placements[19](index=19&type=chunk) - Issuances of common shares for third-party services and private placements contributed **$1,255,120** and **$486,500**, respectively, to additional paid-in capital during the six months ended August 31, 2025[19](index=19&type=chunk) [CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This table presents the unaudited condensed consolidated statements of cash flows, categorizing activities into operating, investing, and financing for the six months ended August 31, 2025 and 2024 Cash Flow Activity (Unaudited) | Cash Flow Activity (Unaudited) | Six Months Ended Aug 31, 2025 | Six Months Ended Aug 31, 2024 | | :----------------------------- | :---------------------------- | :---------------------------- | | Net Cash Used in Operating Activities | $(470,283) | $(1,952,548) |\n| Net Cash Used in Investing Activities | $(1,752,168) | $(389,568) |\n| Net Cash Provided by Financing Activities | $2,997,738 | $2,120,317 |\n| Net Change in Cash for Period | $775,287 | $(221,799) |\n| Cash at End of Period | $1,837,654 | $102,006 | - Net cash used in operating activities significantly decreased by **76%** to **$(470,283)** for the six months ended August 31, 2025, compared to the same period in 2024, primarily due to non-cash expenses and changes in working capital[21](index=21&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk) - Net cash used in investing activities increased by **349.8%** to **$(1,752,168)** due to acquisitions of FSA Travel, Journy.tv assets, and TA Pipeline LLC[21](index=21&type=chunk)[357](index=357&type=chunk) - Net cash provided by financing activities increased by **41.4%** to **$2,997,738**, driven by increased advances from related parties and proceeds from private placements[21](index=21&type=chunk)[358](index=358&type=chunk) [NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS](index=10&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations of significant accounting policies, recent acquisitions, debt, equity, and related party transactions [NOTE 1 - Business Description and Going Concern](index=10&type=section&id=NOTE%201%20-%20Business%20Description%20and%20Going%20Concern) This note describes NextTrip, Inc.'s business, its reverse acquisition, and the substantial doubt regarding its ability to continue as a going concern - NextTrip, Inc. (formerly Sigma Additive Solutions, Inc.) provides travel technology solutions with a focus on hotels, air, and all-inclusive travel packages through its proprietary booking engine, NextTrip 2.0[25](index=25&type=chunk)[27](index=27&type=chunk) - The company completed a reverse acquisition of NextTrip Holdings, Inc. (NTH) on December 29, 2023, with NTH treated as the accounting acquirer[29](index=29&type=chunk)[30](index=30&type=chunk) - As of August 31, 2025, the Company had an accumulated deficit of **$41,952,936** and a working capital deficit of **$1,477,647**, raising substantial doubt about its ability to continue as a going concern[33](index=33&type=chunk)[34](index=34&type=chunk) [NOTE 2 – Summary of Significant Accounting Policies](index=12&type=section&id=NOTE%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting policies, including revenue recognition, investments, derivative liabilities, and earnings per share calculations - The financial statements are prepared in accordance with GAAP on a consolidated basis, with all intercompany transactions eliminated[36](index=36&type=chunk) - An allowance for credit losses of **$2,567,665** was established for a promissory note receivable from NextPlay due to its involuntary bankruptcy proceedings[38](index=38&type=chunk) - A derivative liability of **$120,000** and contingent consideration of **$180,000** were recognized at August 31, 2025, related to the TA Pipeline LLC acquisition, specifically for a Put Option and an earnout payment, respectively[40](index=40&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) - Revenue is recognized when the customer purchases the product, the earlier of travel date or cancellation date has expired, the sales price is fixed, and collectability is reasonably assured. The Company acts as a principal in travel product sales[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) Potential Dilutive Securities | Potential Dilutive Securities | August 31, 2025 | August 31, 2024 | | :---------------------------- | :-------------- | :-------------- | | Warrants | 3,197,741 | 78,877 | | Stock Options | 806,250 | 484,063 | | Preferred Stock | 3,392,025 | 96,238 | | Total Underlying Common Shares | 7,396,016 | 659,178 | [NOTE 3 - Investment in Equity Securities](index=17&type=section&id=NOTE%203%20-%20Investment%20in%20Equity%20Securities) This note details the Company's investment in Blue Fysh Holdings Inc., accounted for under the cost method - On February 24, 2025, the Company acquired a **10%** ownership interest in Blue Fysh Holdings Inc. for **$2,415,000**, accounted for under the cost method as the Company does not have significant influence[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) [NOTE 4 – Acquisition of FSA Travel, LLC](index=17&type=section&id=NOTE%204%20%E2%80%93%20Acquisition%20of%20FSA%20Travel,%20LLC) This note describes the acquisition of FSA Travel, LLC, including the consideration paid and the resulting goodwill recognized - The Company acquired a **49%** non-controlling interest in FSA Travel, LLC on February 6, 2025, and then exercised an option to purchase the remaining **51%** on April 9, 2025, making FSA a wholly-owned subsidiary[69](index=69&type=chunk)[70](index=70&type=chunk)[72](index=72&type=chunk) - Total consideration for the FSA acquisition was **$2,781,303**, including cash, Series O Preferred stock, an earnout payment, and the fair value of the initial **49%** purchase[73](index=73&type=chunk) - The acquisition resulted in the recognition of **$1,669,058** in goodwill, primarily representing synergies and the value of future customers and technology[73](index=73&type=chunk)[74](index=74&type=chunk) [NOTE 5 – Journy.tv Asset Acquisition](index=19&type=section&id=NOTE%205%20%E2%80%93%20Journy.tv%20Asset%20Acquisition) This note details the asset acquisition of Journy.tv, including the consideration and the fair value of acquired intangible assets - On April 1, 2025, the Company acquired assets related to Ovation LLC's Journy.tv business for **$300,000** in cash and **20,000** restricted shares of common stock, totaling **$415,200**[77](index=77&type=chunk)[78](index=78&type=chunk) - The transaction was accounted for as an asset acquisition, not a business combination, due to the significant rebranding and redevelopment required for the acquired assets to generate revenue[80](index=80&type=chunk) - The fair value of acquired intangible assets was **$415,200**, with a weighted average estimated useful life of **16.7 years**[81](index=81&type=chunk) [NOTE 6 – Acquisition of TA Pipeline LLC](index=19&type=section&id=NOTE%206%20%E2%80%93%20Acquisition%20of%20TA%20Pipeline%20LLC) This note describes the acquisition of TA Pipeline LLC, including the cash and share consideration, earnout, and preliminary goodwill - On August 6, 2025, the Company acquired TA Pipeline LLC, paying **$443,169** in cash and issuing **96,774** restricted common shares valued at **$387,000**[82](index=82&type=chunk)[83](index=83&type=chunk) - Additional consideration includes a TA Milestone Payment (earnout) up to **$200,000** and a Put Option for TA Acquisition Shares, both marked to market[84](index=84&type=chunk)[85](index=85&type=chunk) - The acquisition resulted in preliminary goodwill of **$286,824**, representing synergies and the value of future assets[86](index=86&type=chunk)[87](index=87&type=chunk) [NOTE 7 – Intangible Assets](index=21&type=section&id=NOTE%207%20%E2%80%93%20Intangible%20Assets) This note provides a breakdown of intangible assets, including software development, licenses, and tradenames, and their net value Intangible Asset | Intangible Asset | August 31, 2025 | February 28, 2025 | | :----------------- | :-------------- | :---------------- | | Software Development | $7,096,999 | $7,267,778 | | Software Licenses | $645,306 | $789,576 | | FSA Travel, LLC Tradename | $280,000 | $- | | TA Pipeline, LLC Tradename | $160,000 | $- | | Journy.tv – Trade Name | $138,400 | $- | | Total | $9,353,788 | $8,063,637 | | Accumulated amortization | $(5,272,785) | $(5,936,269) | | Intangible assets, net | $4,081,003 | $2,127,368 | - Net intangible assets increased from **$2,127,368** to **$4,081,003**, primarily due to new tradenames and agreements acquired from FSA Travel, TA Pipeline, and Journy.tv[89](index=89&type=chunk) - Amortization expense for the six months ended August 31, 2025, was **$422,016**, up from **$383,061** in the prior year[89](index=89&type=chunk) [NOTE 8 – Goodwill](index=21&type=section&id=NOTE%208%20%E2%80%93%20Goodwill) This note explains the goodwill recognized from the reverse acquisition and subsequent business acquisitions of FSA Travel and TA Pipeline LLC - Goodwill of **$1,167,805** resulted from the reverse acquisition of Sigma Additive Solutions, Inc. by NTH, attributed to NTH's objective to access public markets for funding[93](index=93&type=chunk)[94](index=94&type=chunk) - Preliminary goodwill of **$1,669,058** was recognized from the FSA Travel, LLC acquisition, and **$286,824** from the TA Pipeline LLC acquisition, both reported within the Travel Products and Services segment[95](index=95&type=chunk)[96](index=96&type=chunk) [NOTE 9 – Notes Payable](index=22&type=section&id=NOTE%209%20%E2%80%93%20Notes%20Payable) This note details the Company's short-term promissory notes, including those to related parties and other lenders, with their respective interest rates and balances - Outstanding short-term promissory notes include **$100,000** to Steve Kircher and **$40,000** to Carmen Diges, both bearing **7.5%** interest[97](index=97&type=chunk)[98](index=98&type=chunk) - Notes to 1800 Diagonal Lending LLC (totaling **$125,190** and **$152,100** principal) include OID and a one-time **13%** interest charge, with balances of **$17,233** and **$70,275** respectively as of August 31, 2025[99](index=99&type=chunk)[101](index=101&type=chunk) - A **$360,000** promissory note to Alumni Capital LP (Alumni Note) with a **$60,000** OID and **10%** annual interest was issued, with a balance of **$187,159** as of August 31, 2025[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) [NOTE 10 – Long-Term Debt](index=23&type=section&id=NOTE%2010%20%E2%80%93%20Long-Term%20Debt) This note describes the Company's long-term debt, specifically the assumed SBA loan from FSA Travel, including its principal, fair value, and maturity - The Company assumed an SBA loan from FSA with a principal of **$199,100**, recognized at its fair value of **$98,920** at acquisition, bearing an effective interest rate of **12.03%** and maturing in December 2050[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - As of August 31, 2025, the balance of the SBA loan was **$98,532**[107](index=107&type=chunk) [NOTE 11 - Related Party Transactions](index=23&type=section&id=NOTE%2011%20-%20Related%20Party%20Transactions) This note outlines significant transactions with related parties, including a revolving Line of Credit Agreement with Monaco Investment Partners II, LP - The Company entered into a **$3,000,000** revolving Line of Credit Agreement with Monaco Investment Partners II, LP (MIP), controlled by Donald Monaco (Chairman of the Board), bearing **12%** simple interest[109](index=109&type=chunk) - Initial advances under the MIP Line of Credit repaid **$1,045,000** in previous related party debt. Total advances reached **$2,831,575** by August 31, 2025[110](index=110&type=chunk) - Total amounts due to related parties increased from **$61,526** at February 28, 2025, to **$2,839,191** at August 31, 2025[111](index=111&type=chunk) [NOTE 12 - Stockholders' Equity](index=24&type=section&id=NOTE%2012%20-%20Stockholders'%20Equity) This note details the components of stockholders' equity, including mezzanine equity, common stock, preferred stock, stock options, stock appreciation rights, and warrants [Mezzanine Equity](index=24&type=section&id=Mezzanine%20Equity) This section explains the classification of TA Closing Shares as mezzanine equity due to contingent redemption rights - **96,774** TA Closing Shares issued in the TA Pipeline LLC acquisition are classified as mezzanine equity due to contingent redemption rights (derivative liability provisions) that could require cash or share settlement outside the Company's control[112](index=112&type=chunk) [Common Stock](index=24&type=section&id=Common%20Stock) This section provides details on the issued and outstanding common stock, including significant issuances for acquisitions and services - As of August 31, 2025, there were **8,117,979** shares of common stock issued and outstanding, compared to **1,656,738** shares at February 28, 2025[115](index=115&type=chunk) - Significant issuances during Q1 and Q2 2025 included **5,843,993** shares for the NextTrip Acquisition contingent shares, **105,000** shares for investor relations, **20,000** shares for Journy.tv acquisition, and **96,774** shares for TA Pipeline acquisition[116](index=116&type=chunk)[117](index=117&type=chunk) [Preferred Stock](index=24&type=section&id=Preferred%20Stock) This section describes the authorized and outstanding preferred stock, including various series issued for debt conversions, acquisitions, and private placements - The Company is authorized to issue **10,000,000** shares of preferred stock, with **3,388,874** shares outstanding at August 31, 2025[120](index=120&type=chunk) - Various series of preferred stock (E, F, G, H, I, J, K, L, M, N, O, P) have been designated, many of which are nonvoting convertible preferred stock, convertible into common stock upon stockholder approval to remove the Exchange Cap[121](index=121&type=chunk)[123](index=123&type=chunk)[129](index=129&type=chunk)[135](index=135&type=chunk)[141](index=141&type=chunk)[152](index=152&type=chunk)[160](index=160&type=chunk)[167](index=167&type=chunk)[176](index=176&type=chunk)[186](index=186&type=chunk)[194](index=194&type=chunk)[201](index=201&type=chunk)[209](index=209&type=chunk) - Preferred stock issuances include those for debt conversions (Series L, M), acquisitions (Series N for Blue Fysh, Series O for FSA), and private placements (Series I, J, M, P)[148](index=148&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[192](index=192&type=chunk)[199](index=199&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) [Stock Options](index=35&type=section&id=Stock%20Options) This section details the NextTrip 2023 Equity Incentive Plan, stock options granted, and related stock-based compensation expense - The NextTrip 2023 Equity Incentive Plan reserved **7,000,000** shares, with **6,193,750** available for future issuance as of August 31, 2025[210](index=210&type=chunk) - During the six months ended August 31, 2025, **806,250** stock options were granted under the 2023 Plan, with a weighted average exercise price of **$4.60**[212](index=212&type=chunk)[215](index=215&type=chunk) - Total stock-based compensation expense related to stock options was **$138,325** for the six months ended August 31, 2025[214](index=214&type=chunk) [Stock Appreciation Rights](index=36&type=section&id=Stock%20Appreciation%20Rights) This section describes the 2020 Stock Appreciation Rights Plan, including vesting events and outstanding SARs - The 2020 Stock Appreciation Rights Plan (SAR Plan) provides for cash-payable SARs to attract and retain service providers, with no common shares reserved for issuance[217](index=217&type=chunk) - All outstanding unvested SARs became immediately vested and exercisable on March 26, 2025, due to a change in control[219](index=219&type=chunk) - As of August 31, 2025, **36,316** SARs were outstanding with a weighted average exercise price of **$43.96**, and no SARs had an exercise price below the market price of common stock[220](index=220&type=chunk) [Warrants](index=37&type=section&id=Warrants) This section provides information on outstanding warrants, including their weighted average exercise price and remaining contractual life - As of August 31, 2025, **3,197,741** warrants were outstanding, with a weighted average exercise price of **$4.93** and a remaining contractual life of **3.42 years**[223](index=223&type=chunk) - **186,887** warrants were granted during the six months ended August 31, 2025, with a weighted average exercise price of **$4.13**[223](index=223&type=chunk) [NOTE 13 - Subsequent Events](index=38&type=section&id=NOTE%2013%20-%20Subsequent%20Events) This note reports significant events occurring after the balance sheet date, including preferred stock issuances and promissory note sales - On September 10, 2025, the Company issued **81,250** shares of Series Q Nonvoting Convertible Preferred Stock to independent directors for **$260,000** in proceeds, including debt conversions[225](index=225&type=chunk)[226](index=226&type=chunk)[349](index=349&type=chunk) - On September 26, 2025, a short-term promissory note for **$269,000** (with **$37,000** OID) was sold to 1800 Diagonal Lending LLC[227](index=227&type=chunk)[350](index=350&type=chunk) - On October 8, 2025, the Company sold **62,500** common shares to Caesar Capital Group LLC for **$200,000**[228](index=228&type=chunk)[351](index=351&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.](index=39&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) This section provides management's perspective on NextTrip, Inc.'s financial condition and results of operations for the three and six months ended August 31, 2025, compared to the same periods in 2024. It details the company's business model as an integrated travel booking and media platform, discusses critical accounting policies, recent acquisitions, and highlights the ongoing 'going concern' uncertainty due to accumulated losses and the need for additional financing. The analysis covers revenue growth, increased operating expenses, and changes in liquidity and capital resources [Forward-looking statements](index=39&type=section&id=Forward-looking%20statements) This section highlights the presence of forward-looking statements in the report, which are subject to inherent risks and uncertainties - The report contains forward-looking statements regarding technology development, commercialization, revenue projections, and future operations, which are subject to inherent risks and uncertainties[229](index=229&type=chunk) [Corporation Information](index=39&type=section&id=Corporation%20Information) This section provides background on NextTrip, Inc., including its former name and its core business of providing travel technology solutions - NextTrip, Inc. was formerly Sigma Additive Solutions, Inc., changing its name on March 13, 2024[230](index=230&type=chunk)[231](index=231&type=chunk) - The Company provides travel technology solutions, emphasizing hotels, air, and all-inclusive packages through its proprietary NextTrip 2.0 booking engine[232](index=232&type=chunk) [Reverse Acquisition](index=40&type=section&id=Reverse%20Acquisition) This section details the reverse acquisition of NextTrip Holdings, Inc. and the issuance of contingent shares upon business milestone achievements - The Company acquired NextTrip Holdings, Inc. (NTH) on December 29, 2023, in a reverse acquisition, with NTH becoming a wholly-owned subsidiary[234](index=234&type=chunk) - Contingent Shares were issued to NTG Sellers upon achievement of business milestones, including leisure and group travel platform launches, travel agent platform sign-ups, and PayDlay technology launch[235](index=235&type=chunk)[239](index=239&type=chunk) - The issuance of Contingent Shares resulted in a change of control, approved by Nasdaq, and led to the appointment of new directors[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk) [Critical Accounting Policies and Estimates](index=42&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses key accounting policies and estimates, emphasizing management's judgments and their potential impact on financial reporting - Key critical accounting policies include revenue recognition (ASC 606), investments in equity securities without readily determinable fair value (ASC 321-10-35-2), promissory note receivable, fair value measurements (Put Option and TA Milestone Payment), stock-based compensation, and goodwill and intangible assets impairment[242](index=242&type=chunk)[244](index=244&type=chunk)[247](index=247&type=chunk)[250](index=250&type=chunk)[252](index=252&type=chunk)[254](index=254&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - Management's estimates and assumptions in these areas significantly affect reported financial position and results, with potential for material changes[242](index=242&type=chunk)[253](index=253&type=chunk)[256](index=256&type=chunk)[259](index=259&type=chunk) [Business Overview](index=44&type=section&id=Business%20Overview) This section provides an overview of NextTrip's business as an early-stage, technology-driven integrated travel booking and media platform - NextTrip is an early-stage, technology-driven travel company developing an integrated travel booking and media platform[260](index=260&type=chunk) - The platform connects leisure, group, and business travelers with extensive inventory via its proprietary NXT2.0 booking engine and differentiates through specialty features like Groups Platform, Travel Agent Platform, and PayDlay[260](index=260&type=chunk) - Complementary media properties, Journy.tv and Travel Magazine, aim to drive high-intention traffic and generate advertising revenue[260](index=260&type=chunk)[261](index=261&type=chunk) [Current Scale and Going Concern](index=44&type=section&id=Current%20Scale%20and%20Going%20Concern) This section addresses the Company's early stage of commercial operations and the substantial doubt about its ability to continue as a going concern - The Company is in the earliest stages of commercial operations with nominal revenues, limited operating history, and minimal brand awareness[262](index=262&type=chunk)[264](index=264&type=chunk) - There is substantial doubt about the Company's ability to continue as a going concern for **12 months** from the filing date, requiring significant additional capital for technology, supplier relationships, and marketing[263](index=263&type=chunk)[264](index=264&type=chunk) [NXT2.0 – Our Integrated Travel Booking Platform](index=44&type=section&id=NXT2.0%20%E2%80%93%20Our%20Integrated%20Travel%20Booking%20Platform) This section describes NXT2.0 as the core proprietary booking engine, its features, and future development plans for an integrated travel experience - NXT2.0 is the core proprietary, direct-to-consumer travel booking engine, enhanced through acquisitions and powering multiple websites and specialty widgets[265](index=265&type=chunk) - It offers tools for flights, hotels, tours, cruises, and activities, including the PayDlay program for deferred payments and specialized platforms for groups and travel agents[272](index=272&type=chunk) - Future developments include integrating media features, a personalized 'My Journy' magazine, a multi-level rewards program, group chat, and an AI-powered travel assistant[273](index=273&type=chunk) [Travel Products and Services](index=45&type=section&id=Travel%20Products%20and%20Services) This section outlines the strategy for travel products and services, combining direct contracts and third-party inventory, enhanced by recent acquisitions - The strategy relies on NXT2.0, combining higher-margin direct contracts (e.g., Intimate Hotels of Barbados) and lower-margin third-party API inventory (e.g., Expedia, Nuitée)[266](index=266&type=chunk)[268](index=268&type=chunk) - Acquisitions like Five Star Alliance (luxury and cruise bookings) and TA Pipeline (group travel agency platform) strengthen inventory and market reach[268](index=268&type=chunk)[269](index=269&type=chunk) - TA Pipeline acquisition expands into high-value group travel, integrating its customer pipeline with NXT2.0, PayDlay, and media brands for cross-media leverage[269](index=269&type=chunk)[271](index=271&type=chunk) [NextTrip Integrated Media Solutions](index=46&type=section&id=NextTrip%20Integrated%20Media%20Solutions) This section details the media strategy leveraging TravelMagazine.com and Journy.tv to drive bookings and advertising revenue through content and partnerships - The media strategy leverages TravelMagazine.com and Journy.tv to generate travel bookings and advertising revenues by integrating content, marketing, and booking technology[274](index=274&type=chunk)[276](index=276&type=chunk) - Key media brands include Travel Magazine (online publication, 'My Bucket List' platform), Journy.tv (FAST Channel for travel content, merged with Compass.tv), and Promethean (interactive video overlay platform)[275](index=275&type=chunk)[277](index=277&type=chunk) - Partnerships with Leap Media Group (TV advertising) and Blue Fysh Holdings Inc. (digital OOH solutions) aim to expand audience reach, increase advertising revenue, and enhance brand awareness[277](index=277&type=chunk) [Revenue Strategy and Development of an Integrated Travel and Media Ecosystem](index=47&type=section&id=Revenue%20Strategy%20and%20Development%20of%20an%20Integrated%20Travel%20and%20Media%20Ecosystem) This section explains the two-pronged revenue strategy focusing on travel bookings and advertising, and the efforts to expand product offerings and customer networks - The revenue strategy is two-pronged: travel bookings (commissions or direct negotiated contracts) and advertising revenue from media platforms[278](index=278&type=chunk)[281](index=281&type=chunk)[285](index=285&type=chunk) - Leisure travel bookings currently generate the majority of nominal revenues, with efforts focused on expanding product offerings globally and developing specialty travel services like Groups and Travel Agent Platforms[283](index=283&type=chunk)[289](index=289&type=chunk) - Successful execution depends on broadening supplier base, cultivating customer network, and obtaining adequate financing for marketing and product development[287](index=287&type=chunk) [Recent Developments](index=49&type=section&id=Recent%20Developments) This section summarizes key recent events, including acquisitions, strategic partnerships, product launches, and changes to the Board of Directors [Acquisition of TA Pipeline](index=49&type=section&id=Acquisition%20of%20TA%20Pipeline) This section details the acquisition of TA Pipeline LLC, including the consideration paid and additional contingent payments - On August 6, 2025, NextTrip acquired TA Pipeline LLC for **$443,169** cash and **96,774** restricted common shares (**$300,000** value), plus an earnout payment up to **$200,000** and a Put Option for TA Acquisition Shares[292](index=292&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) [Acquisition of Five Star Alliance](index=50&type=section&id=Acquisition%20of%20Five%20Star%20Alliance) This section describes the acquisition of FSA Travel, LLC, including the initial interest purchase and subsequent full ownership - On February 6, 2025, NextTrip acquired a **49%** interest in FSA Travel, LLC, and on April 9, 2025, exercised an option to purchase the remaining **51%** for additional cash and Series O Preferred shares[296](index=296&type=chunk)[298](index=298&type=chunk) - Additional contingent payments totaling **$800,000** (cash and Series O Preferred) were made on April 28, 2025, upon achievement of business milestones[299](index=299&type=chunk) [Blue Fysh Share Exchange](index=51&type=section&id=Blue%20Fysh%20Share%20Exchange) This section outlines the acquisition of a 10% interest in Blue Fysh Holdings Inc. through a share exchange to expand business opportunities - On February 24, 2025, NextTrip acquired a **10%** interest in Blue Fysh Holdings Inc. by issuing **483,000** restricted shares of Series N Preferred stock, aiming to expand business opportunities[300](index=300&type=chunk) [Journy.tv Asset Purchase](index=51&type=section&id=Journy.tv%20Asset%20Purchase) This section details the purchase of Journy.tv assets and the associated license agreement for content exploitation - On April 1, 2025, NextTrip purchased Journy.tv assets from Ovation LLC for **$300,000** cash and **20,000** restricted common shares[301](index=301&type=chunk)[302](index=302&type=chunk) - A License Agreement granted NextTrip non-exclusive rights to exploit Journy.tv programs via FAST and VOD, with a non-refundable license fee of **$336,801**[303](index=303&type=chunk) [Strategic Partnership with Intimate Hotels of Barbados ("IHB")](index=52&type=section&id=Strategic%20Partnership%20with%20Intimate%20Hotels%20of%20Barbados%20(%22IHB%22)) This section describes the partnership with Intimate Hotels of Barbados, positioning NextTrip as its official booking engine - On April 3, 2025, NextTrip partnered with Intimate Hotels of Barbados (IHB) to serve as its official booking engine, providing an integrated travel portal and customized packaging tools[305](index=305&type=chunk) [NextTrip Cruise Launches, Offering Seamless Cruise Booking Experience](index=52&type=section&id=NextTrip%20Cruise%20Launches,%20Offering%20Seamless%20Cruise%20Booking%20Experience) This section announces the launch of NextTrip Cruise, an integrated booking engine providing access to numerous sailings and cruise partners - On March 27, 2025, NextTrip launched NextTrip Cruise, a fully integrated booking engine offering access to over **10,000** sailings and **35** cruise partners with exclusive pricing and concierge services[306](index=306&type=chunk) [Changes to the Board of Directors](index=52&type=section&id=Changes%20to%20the%20Board%20of%20Directors) This section reports changes to the Board of Directors, including an increase in size and the appointment of new members - On July 14, 2025, the Board increased its size from five to seven members, appointing Bill Kerby (CEO) and Andy Kaplan as directors[307](index=307&type=chunk) - Four new directors (Stephen Kircher, Jimmy Byrd, Carmen Diges, David Jiang) were appointed effective July 28, 2025, replacing legacy Sigma directors, and assigned to various board committees[308](index=308&type=chunk)[312](index=312&type=chunk) [Results of Operations](index=52&type=section&id=Results%20of%20Operations) This section analyzes NextTrip, Inc.'s financial performance, comparing results for the three and six months ended August 31, 2025, and 2024 [Three Months Ended August 31, 2025 Compared to the Three Months Ended August 31, 2024](index=52&type=section&id=Three%20Months%20Ended%20August%2031,%202025%20Compared%20to%20the%20Three%20Months%20Ended%20August%2031,%202024) This section compares the Company's financial results for the three months ended August 31, 2025, against the same period in 2024, highlighting revenue, expenses, and net loss Metric | Metric | 3 Months Ended Aug 31, 2025 | 3 Months Ended Aug 31, 2024 | Change ($) | Change (%) | | :----- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Revenue | $757,648 | $154,498 | $603,150 | 390% | | Cost of Revenue | $592,073 | $155,455 | $436,618 | 281% | | Gross Margin | 21.9% | (0.6)% | 22.5% | - | | Total Operating Expenses | $3,368,452 | $1,468,335 | $1,900,117 | 129% | | Net Other Income (Expense) | $304,722 | $(64,227) | $368,949 | - | | Net Loss Applicable to Common Stockholders | $(3,081,418) | $(1,545,338) | $(1,536,080) | 99% | - Revenue increased by **390%** due to group travel, a consortia payment, and Five Star Alliance bookings[309](index=309&type=chunk) - Total operating expenses rose by **129%**, driven by stock options to former directors and increased professional services, including investor relations, legal, and consulting fees[313](index=313&type=chunk)[319](index=319&type=chunk) - Net other income improved significantly due to a **$583,000** settlement agreement and a **$10,000** gain on derivative liability revaluation, partially offset by increased interest expense[323](index=323&type=chunk) [Six Months Ended August 31, 2025 Compared to the Six Months Ended August 31, 2024](index=54&type=section&id=Six%20Months%20Ended%20August%2031,%202025%20Compared%20to%20the%20Six%20Months%20Ended%20August%2031,%202024) This section compares the Company's financial results for the six months ended August 31, 2025, against the same period in 2024, detailing revenue, expenses, and net loss Metric | Metric | 6 Months Ended Aug 31, 2025 | 6 Months Ended Aug 31, 2024 | Change ($) | Change (%) | | :----- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Revenue | $896,475 | $343,291 | $553,184 | 161% | | Cost of Revenue | $691,994 | $329,036 | $362,958 | 110% | | Gross Margin | 22.8% | 4.2% | 18.6% | - | | Total Operating Expenses | $8,047,095 | $3,435,948 | $4,611,147 | 134% | | Net Other Income (Expense) | $498,533 | $(99,452) | $597,985 | - | | Net Loss Applicable to Common Stockholders | $(7,603,113) | $(3,534,743) | $(4,068,370) | 115% | - Revenue increased by **161%** due to group travel, a consortia payment, and Five Star Alliance luxury travel bookings[327](index=327&type=chunk) - Total operating expenses increased by **134%**, primarily due to fully vested stock options granted to former directors (**$2,360,586** increase in organizational costs) and higher professional service fees[330](index=330&type=chunk)[336](index=336&type=chunk)[337](index=337&type=chunk) - Net other income improved by **$597,985**, driven by a **$1,123,245** settlement agreement and a **$10,000** gain on derivative liability, partially offset by debt extinguishment loss and increased interest expense[340](index=340&type=chunk) [Liquidity and Capital Resources](index=56&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the Company's liquidity position, cash resources, financing activities, and the need for additional capital to sustain operations - As of August 31, 2025, the Company had **$1,837,654** in cash and a working capital deficit of **$1,477,647**, compared to **$1,062,367** cash and a **$105,577** deficit at February 28, 2025[344](index=344&type=chunk) - The Company's operations are financed primarily through short-term promissory notes, related party advances, and private placements of securities[345](index=345&type=chunk) - A **$3,000,000** revolving Line of Credit Agreement with Monaco Investment Partners II, LP (a related party) was established, with **$2,831,575** outstanding as of August 31, 2025, reaching its maximum of **$3,000,000** by September 10, 2025[346](index=346&type=chunk)[347](index=347&type=chunk) - The Company estimates needing a minimum of **$5.5 million** to continue operations for the next twelve months and faces substantial doubt about its ability to continue as a going concern without additional funding[352](index=352&type=chunk)[353](index=353&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=58&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section states that the information is not applicable to the Company - The Company has no material quantitative and qualitative disclosures about market risk to report[363](index=363&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=58&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section details the Company's disclosure controls and procedures, confirming their effectiveness as of August 31, 2025. It also states that there were no material changes in internal control over financial reporting during the period, while acknowledging the inherent limitations of any control system - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of August 31, 2025[365](index=365&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting during the period[366](index=366&type=chunk) - Management acknowledges the inherent limitations of control systems, which can only provide reasonable, not absolute, assurance against errors and fraud[367](index=367&type=chunk) PART II - OTHER INFORMATION This section provides other information, including legal proceedings, risk factors, unregistered sales of equity securities, and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=59&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section states that there are no legal proceedings to report - No legal proceedings are applicable to the Company[369](index=369&type=chunk) [ITEM 1A. RISK FACTORS](index=59&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section updates the risk factors, emphasizing the Company's critical liquidity issues and the substantial doubt about its ability to continue as a going concern without securing additional financing. It highlights the potential for dilution from equity financing or onerous terms from debt financing - As of August 31, 2025, the Company had **$1,837,654** in cash and a working capital deficit of **$1,477,647**, insufficient to fund anticipated operating costs[370](index=370&type=chunk) - Additional financing is required to fund operations, maintain Nasdaq listing compliance, and implement the business plan, with no assurance of availability or favorable terms[370](index=370&type=chunk) - There is substantial doubt about the Company's ability to continue as a going concern for **12 months** from the filing date[371](index=371&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.](index=59&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) This section details various unregistered sales and issuances of common stock during the period, primarily for investor relations consulting, services rendered, and private placements to investors and directors. These securities were issued under exemptions from registration and are classified as 'restricted securities' - Issued **75,000** restricted common shares to Force Family Network for investor relations services on June 4, 2025[371](index=371&type=chunk) - Sold **86,092** restricted common shares to Jimmy Byrd on June 24, 2025, and **75,000** restricted common shares to KC Global Media Asia LLC on July 10, 2025[373](index=373&type=chunk) - Issued **36,283** restricted common shares as a dividend to holders of Series L and M preferred stock on August 29, 2025[378](index=378&type=chunk) - All listed securities were issued in transactions exempt from registration under Section 4(a)(2) and/or Regulation D of the Securities Act, making them 'restricted securities'[379](index=379&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=60&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section states that there are no defaults upon senior securities to report - No defaults upon senior securities are applicable to the Company[380](index=380&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=60&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section states that there are no mine safety disclosures to report - No mine safety disclosures are applicable to the Company[381](index=381&type=chunk) [ITEM 5. OTHER INFORMATION](index=60&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section reports that no directors or officers entered into, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended August 31, 2025 - No directors or officers entered into, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended August 31, 2025[382](index=382&type=chunk) [ITEM 6. EXHIBITS](index=61&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including the Membership Interest Purchase Agreement for TA Pipeline LLC, a warrant, and various certifications (Rule 13a-14(a) and 18 U.S.C. Section 1350) Exhibit Number | Exhibit Number | Description | | :------------- | :---------- | | 2.1 | Membership Interest Purchase Agreement for TA Pipeline LLC, dated August 6, 2025 | | 4.1* | Warrant by and between the Company and Alumni Capital LP, dated August 20, 2025 | | 31.1* | Rule 13a-14(a) Certification of Principal Executive Officer | | 31.2* | Rule 13a-14(a) Certification of Principal Financial Officer | | 32.1** | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 | | 101.INS*** | Inline XBRL Instance Document | | 101.SCH*** | Inline XBRL Schema Document with Embedded Linkbase Documents | | 104 | Cover Page Interactive Data File | [SIGNATURES](index=62&type=section&id=SIGNATURES) This section contains the signatures of the Company's Chief Executive Officer and Chief Financial Officer, certifying the report on October 15, 2025 - The report was signed by William Kerby, Chief Executive Officer, and Frank Orzechowski, Chief Financial Officer and Treasurer, on October 15, 2025[388](index=388&type=chunk)

Core Insights - NextTrip, Inc. reported a significant 446% quarter-over-quarter growth in its financial results for Q2 ended August 31, 2025 [1] Company Performance - The company filed its Form 10-Q with the SEC, detailing its financial performance for the second quarter [1] - Bill Kerby, the Founder & CEO, highlighted that Q2 was a milestone quarter for the company, indicating strong operational progress [1] Industry Context - NextTrip is positioned as a technology-forward media and travel company, aiming to redefine the travel discovery, planning, and booking process [1]

Core Insights - NextTrip, Inc. (NASDAQ:NTRP) is positioning itself as a unique player in the online travel industry, aiming to redefine the way travelers discover, share, and book experiences [1] Company Overview - NextTrip, Inc. is not just another online travel platform; it is developing a model that could significantly change the travel experience for users [1]

Core Insights - NextTrip, Inc. has launched the first wave of JOURNY Originals, consisting of six premium series, as part of a broader 21-title Originals lineup [1] - The launch coincides with the introduction of JOURNY's new Video-on-Demand (VOD) platform, enhancing its global broadcast presence [1] - This initiative aims to establish JOURNY as a leading destination for authentic and cinematic travel storytelling across both linear and on-demand platforms [1]

Core Insights - NextTrip, Inc. is launching a new original series titled TIDE, set to premiere in Spring 2026, which will be available exclusively on JOURNY's streaming and Video-on-Demand platforms [1] - The series is sponsored by Sea Cloud Cruises and aims to combine cultural discovery with dining experiences, offering immersive storytelling that connects audiences to various destinations [1] Company Overview - NextTrip, Inc. is characterized as a technology-forward travel company that is redefining the travel discovery, planning, and booking process [1] - The collaboration with Sea Cloud Cruises highlights the company's strategy to enhance travel experiences through innovative content [1] Industry Context - The introduction of TIDE reflects a growing trend in the travel industry towards integrating entertainment and cultural experiences into travel offerings [1] - The partnership with a luxury cruise line indicates a focus on high-end travel experiences, appealing to affluent consumers seeking unique and immersive travel options [1]

Core Insights - NextTrip, Inc. is participating in the LD Micro "Main Event" Investor Conference scheduled for October 19-22, 2025, in San Diego, CA [1] - The company's management will present a 20-minute corporate presentation focusing on strategic progress and growth roadmap [1] - NextTrip will also engage in one-on-one meetings with investors during the event [1]

Core Insights - NextTrip, Inc. has launched a new Video-on-Demand (VOD) platform for JOURNY, enhancing its Free Ad-Supported Streaming TV (FAST) presence [1] Group 1: Company Developments - The new VOD platform adds flexibility and accessibility to JOURNY, allowing viewers to engage with travel content anytime and anywhere [1] - This expansion aims to connect authentic travel storytelling with booking opportunities, potentially increasing audience engagement and growth [1]

Core Insights - NextTrip, Inc. has launched Travel Magazine 2.0, a digital editorial platform aimed at enhancing the travel booking experience by guiding users from inspiration to booking [1] Company Developments - The new platform is part of NextTrip's strategy to build a vertically integrated travel-media ecosystem, showcasing the company's commitment to leveraging technology in the travel industry [1] Industry Impact - The introduction of Travel Magazine 2.0 signifies a shift in how travel companies can utilize digital platforms to convert consumer interest into actual travel bookings, potentially influencing industry standards [1]

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents NextTrip, Inc.'s unaudited condensed consolidated financial statements and management's discussion for the period ended May 31, 2025 [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents NextTrip, Inc.'s unaudited condensed consolidated financial statements, highlighting increased net loss, worsening working capital, and a going concern warning [Condensed Consolidated Balance Sheets](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) This section details NextTrip's financial position, showing a significant decrease in cash and a worsening working capital deficit as of May 31, 2025 Condensed Consolidated Balance Sheet Highlights (May 31, 2025 vs. February 28, 2025) | Metric | May 31, 2025 Amount ($) | February 28, 2025 Amount ($) | Change Amount ($) | % Change | | :----------------------------- | :----------- | :---------------- | :------- | :------- | | Cash and cash equivalents | $130,906 | $1,062,367 | $(931,461) | -87.68% | | Total Current Assets | $1,557,075 | $2,465,509 | $(908,434) | -36.85% | | Total Assets | $10,955,216 | $9,936,153 | $1,019,063 | 10.26% | | Total Current Liabilities | $2,699,966 | $2,571,086 | $128,880 | 5.01% | | Total Non-Current Liabilities | $1,585,332 | $- | $1,585,332 | N/A | | Total Liabilities | $4,285,298 | $2,571,086 | $1,714,212 | 66.67% | | Accumulated deficit | $(38,871,518)| $(34,349,823) | $(4,521,695) | 13.16% | | Total Stockholders' Equity | $6,669,918 | $7,365,067 | $(695,149) | -9.44% | - The company's working capital deficit significantly worsened from **$(105,577)** as of February 28, 2025, to **$(1,142,891)** as of May 31, 2025[30](index=30&type=chunk)[284](index=284&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) This section outlines NextTrip's financial performance, reporting a substantial increase in net loss and operating expenses despite a revenue decline Condensed Consolidated Statements of Operations Highlights (Three Months Ended May 31, 2025 vs. 2024) | Metric | May 31, 2025 Amount ($) | May 31, 2024 Amount ($) | Change Amount ($) | % Change | | :------------------------------------ | :----------- | :----------- | :------- | :------- | | Revenue | $138,827 | $188,793 | $(49,966) | -26.47% | | Cost of revenue | $(99,921) | $(173,581) | $73,660 | -42.44% | | Gross profit | $38,906 | $15,212 | $23,694 | 155.76% | | Total Operating Expenses | $4,678,643 | $1,967,613 | $2,711,030 | 137.79% | | Operating Loss | $(4,639,737) | $(1,952,401) | $(2,687,336) | 137.64% | | Net loss from continuing operations | $(4,457,232) | $(1,987,626) | $(2,469,606) | 124.25% | | Net Loss Applicable to Common Stockholders | $(4,521,695) | $(1,989,405) | $(2,532,290) | 127.29% | | Basic and diluted loss per common share | $(0.68) | $(1.55) | $0.87 | -56.13% | | Weighted average number of common shares | 6,585,197 Shares | 1,279,165 Shares | 5,306,032 Shares | 414.81% | - The decrease in revenue was primarily due to limited marketing expenditures resulting from cash flow constraints[265](index=265&type=chunk) - The significant increase in total operating expenses was primarily attributable to stock options granted to the board of directors and an increase in professional services expenses[267](index=267&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20STOCKHOLDERS'%20EQUITY%20(DEFICIT)) This section details changes in stockholders' equity, reflecting the impact of net loss, preferred stock dividends, and various stock issuances Changes in Stockholders' Equity (Three Months Ended May 31, 2025) | Item | Preferred Stock (Shares) | Preferred Stock Amount ($) | Common Stock (Shares) | Common Stock Amount ($) | Additional Paid-in Capital Amount ($) | Accumulated Deficit Amount ($) | Total Amount ($) | | :------------------------------------ | :----------------------- | :------------------ | :-------------------- | :--------------- | :----------------------------- | :---------------------- | :---------- | | 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 (FSA Travel) | 282,258 | $282 | - | - | $875,359 | - | $875,641 | | Common Shares Issued (Journy.tv) | - | - | 20,000 | $20 | $115,180 | - | $115,200 | | Common Shares Issued (Sigma reverse acquisition) | - | - | 5,843,993 | $5,844 | $(5,844) | - | - | | Common Shares Issued for services | - | - | 125,000 | $125 | $476,075 | - | $472,200 | | Warrants issued (debt conversion) | - | - | - | - | $30,775 | - | $30,775 | | Warrants issued (bridge loan) | - | - | - | - | $177,398 | - | $177,398 | | 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) | $6,669,918 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This section presents NextTrip's cash flow activities, showing increased cash used in investing and provided by financing, with a net decrease in cash Condensed Consolidated Statements of Cash Flows Highlights (Three Months Ended May 31, 2025 vs. 2024) | Cash Flow Activity | May 31, 2025 Amount ($) | May 31, 2024 Amount ($) | Change Amount ($) | % Change | | :------------------------------------ | :----------- | :----------- | :------- | :------- | | Net Cash Used in Operating Activities | $(1,042,658) | $(1,142,311) | $99,653 | -8.72% | | Net Cash Used in Investing Activities | $(1,281,503) | $(169,406) | $(1,112,097) | 656.47% | | Net Cash Provided by Financing Activities | $1,392,700 | $1,024,591 | $368,109 | 35.93% | | Net Change in Cash for Period | $(931,461) | $(287,126) | $(644,335) | 224.39% | | Cash at End of Period | $130,906 | $36,679 | $94,227 | 256.90% | - Net cash used in investing activities significantly increased due to the acquisition of FSA Travel, LLC (**$900,000**) and the Journy.tv asset purchase (**$300,000**)[296](index=296&type=chunk) - Net cash provided by financing activities increased primarily due to higher advances from related parties and an increase in notes payable to investors[297](index=297&type=chunk)[298](index=298&type=chunk) [NOTE 1 - Business Description and Going Concern](index=8&type=section&id=NOTE%201%20-%20Business%20Description%20and%20Going%20Concern) This note describes NextTrip's business and highlights a significant accumulated deficit and working capital deficit, raising going concern doubts - NextTrip, Inc. (formerly Sigma Additive Solutions, Inc.) changed its name on March 13, 2024, following a reverse acquisition where NextTrip Holdings, Inc. (NTH) was treated as the accounting acquirer[22](index=22&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) - The company provides travel technology solutions with a primary emphasis on hotels, air, and all-inclusive travel packages through its proprietary booking engine, NextTrip 2.0[24](index=24&type=chunk) - As of May 31, 2025, the company had an accumulated deficit of **$38,871,518** and a working capital deficit of **$1,142,891**, raising substantial doubt about its ability to continue as a going concern for the next 12 months[30](index=30&type=chunk)[31](index=31&type=chunk) [NOTE 2 – Summary of Significant Accounting Policies](index=9&type=section&id=NOTE%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines NextTrip's key accounting principles, including revenue recognition, segment reporting, and common shares underlying instruments - The financial statements are prepared in accordance with GAAP on a consolidated basis, with intercompany transactions eliminated. Certain information is condensed or omitted, and should be read in conjunction with the annual 10-K[32](index=32&type=chunk) - Revenue is recognized when the customer has purchased the product, the travel/cancellation date has passed, the sales price is fixed, and collectability is assured. Revenue for direct customer travel packages is recorded gross[47](index=47&type=chunk) - The company manages its business as one reportable segment: Travel Products and Services, with the CEO acting as the Chief Operating Decision Maker[49](index=49&type=chunk)[50](index=50&type=chunk) Common Shares Underlying Instruments (May 31, 2025 vs. 2024) | Instrument | May 31, 2025 Shares | May 31, 2024 Shares | | :----------- | :----------- | :----------- | | Warrants | 3,112,772 | 484,063 | | Stock Options| 556,250 | 79,560 | | Preferred Stock| 3,391,974 | 66,385 | | Total | 7,060,996 | 630,008 | [NOTE 3 - Investment in Equity Securities](index=13&type=section&id=NOTE%203%20-%20Investment%20in%20Equity%20Securities) This note details NextTrip's 10% equity investment in Blue Fysh Holdings Inc., accounted for under the cost method - On February 24, 2025, the Company acquired a **10%** ownership interest in Blue Fysh Holdings Inc. by issuing **483,000** shares of Series N Preferred Stock, valued at **$2,415,000**[52](index=52&type=chunk) - This investment is accounted for under the cost method as the Company does not have significant influence over Blue Fysh, and will be assessed for impairment in future periods[53](index=53&type=chunk)[54](index=54&type=chunk) [NOTE 4 – Acquisition of FSA Travel, LLC](index=14&type=section&id=NOTE%204%20%E2%80%93%20Acquisition%20of%20FSA%20Travel%2C%20LLC) This note describes NextTrip's acquisition of the remaining 51% interest in FSA Travel, LLC, making it a wholly-owned subsidiary - On April 9, 2025, NextTrip acquired the remaining **51%** interest in FSA Travel, LLC for **$1.0 million** (**$0.5 million** cash, **$0.5 million** Series O Preferred shares), making FSA a wholly-owned subsidiary. This followed an initial **49%** acquisition on February 6, 2025[56](index=56&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk) - An additional **$0.8 million** in contingent consideration (cash and Series O Preferred stock) was paid on April 28, 2025, upon achievement of business milestones[57](index=57&type=chunk)[255](index=255&type=chunk) FSA Travel, LLC Acquisition Purchase Price Allocation | Item | Amount ($) | | :----------------------------- | :----------- | | **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:** | | | Cash and cash equivalents | 471,660 | | Accounts receivable | 13,460 | | Intangibles | 960,000 | | Goodwill | 1,669,058 | | **Total assets** | **3,114,178**| | **Liabilities assumed:** | | | Accounts payable | 12,474 | | Due to FSA Unitholders | 221,481 | | SBA Loan | 98,920 | | **Total liabilities** | **332,875** | | **Total net assets** | **2,781,303**| [NOTE 5 – Journy.tv Asset Acquisition](index=15&type=section&id=NOTE%205%20%E2%80%93%20Journy.tv%20Asset%20Acquisition) This note details NextTrip's acquisition of Journy.tv assets, accounted for as an asset purchase rather than a business combination - On April 1, 2025, the Company acquired assets related to Ovation LLC's Journy.tv business, including trademarks, domains, and apps, for **$300,000** cash and **20,000** restricted shares of common stock (total consideration **$415,200**)[63](index=63&type=chunk)[64](index=64&type=chunk) - The transaction was accounted for as an asset acquisition, not a business combination, due to the significant rebranding and redevelopment required for the acquired assets to generate revenue, and the absence of an organized workforce[66](index=66&type=chunk) - The fair value of the acquired intangible assets was **$415,200**, with a weighted average estimated useful life of **16.7 years**[67](index=67&type=chunk) [NOTE 6 – Intangible Assets](index=16&type=section&id=NOTE%206%20%E2%80%93%20Intangible%20Assets) This note provides a breakdown of NextTrip's intangible assets, net, and related amortization expense for the period Intangible Assets, Net (May 31, 2025 vs. February 28, 2025) | Intangible Asset | May 31, 2025 Amount ($) | February 28, 2025 Amount ($) | | :----------------------------- | :----------- | :---------------- | | 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** | **$3,379,049** | **$2,127,368** | - Amortization expense for the three months ended May 31, 2025, was **$206,021**, a decrease from **$286,237** in the same period of 2024, primarily due to an increase in fully amortized intangible assets[68](index=68&type=chunk)[277](index=277&type=chunk) [NOTE 7 – Goodwill](index=16&type=section&id=NOTE%207%20%E2%80%93%20Goodwill) This note explains the goodwill recognized from the reverse acquisition of Sigma and the acquisition of FSA Travel, LLC - Goodwill of **$1,167,805** resulted from the reverse acquisition of Sigma Additive Solutions, Inc. by NextTrip Holdings, Inc., primarily reflecting NTH's objective to access public markets for funding[71](index=71&type=chunk)[72](index=72&type=chunk) - Preliminary goodwill of **$1,669,058** was recognized from the FSA Travel, LLC acquisition as of May 31, 2025, representing synergies and the value of unacquired/undeveloped assets[73](index=73&type=chunk)[61](index=61&type=chunk) [NOTE 8 – Notes Payable](index=17&type=section&id=NOTE%208%20%E2%80%93%20Notes%20Payable) This note details NextTrip's various short-term promissory notes outstanding, including terms and interest rates - The company has several short-term promissory notes outstanding, including a **$100,000** note (**7.5%** interest, extended maturity), a **$40,000** note (**7.5%** interest, due June 25, 2025), and multiple notes from 1800 Diagonal Lending LLC with OID and **13%** interest[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[79](index=79&type=chunk) - A **$220,000** promissory note issued on December 31, 2024, included a **15%** guaranteed interest paid in Series K Preferred shares and warrants to purchase **220,000** common shares[78](index=78&type=chunk) - On April 1, 2025, the company sold a **$360,000** promissory note (with **$60,000** OID and **10%** interest) and warrants to Alumni Capital LP for **$300,000**, which was repaid on July 1, 2025[80](index=80&type=chunk)[81](index=81&type=chunk)[198](index=198&type=chunk)[286](index=286&type=chunk) [NOTE 9 – Long-Term Debt](index=18&type=section&id=NOTE%209%20%E2%80%93%20Long-Term%20Debt) This note describes the SBA loan assumed as part of the FSA acquisition, including its principal, interest rate, and fair value - As part of the FSA acquisition on April 9, 2025, the Company assumed an SBA loan with an initial principal of **$50,500** (modified to **$199,100**), bearing **3.75%** interest and maturing December 4, 2050[83](index=83&type=chunk) - The assumed loan was recognized at its acquisition-date fair value of **$98,920**, reflecting a market-based effective interest rate of approximately **12.03%** per annum[84](index=84&type=chunk)[85](index=85&type=chunk) [NOTE 10 - Related Party Transactions](index=18&type=section&id=NOTE%2010%20-%20Related%20Party%20Transactions) This note outlines NextTrip's transactions with related parties, including promissory notes and a revolving line of credit - On April 9, 2025, NTH entered into two promissory notes totaling **$645,000** with the Donald P. Monaco Insurance Trust (Chairman Donald Monaco is trustee)[86](index=86&type=chunk)[287](index=287&type=chunk) - On May 6, 2025, the Company secured a **$3,000,000** revolving Line of Credit Agreement with Monaco Investment Partners II, LP (controlled by Mr. Monaco), bearing **12%** simple interest[87](index=87&type=chunk)[288](index=288&type=chunk) - An initial advance of **$1,045,000** from the MIP Line of Credit was used to repay the Trust Notes and a previous cash advance. Total outstanding principal under this line was **$1,486,575** as of May 31, 2025, increasing to **$2,186,575** by July 10, 2025[88](index=88&type=chunk)[289](index=289&type=chunk) - Total amounts due to related parties increased significantly from **$61,526** at February 28, 2025, to **$1,494,191** at May 31, 2025[89](index=89&type=chunk) [NOTE 11 - Stockholders' Equity](index=18&type=section&id=NOTE%2011%20-%20Stockholders'%20Equity) This note details changes in NextTrip's common and preferred stock, including issuances and stock-based compensation expense - As of May 31, 2025, there were **7,691,374** shares of common stock outstanding, a significant increase from **1,656,738** shares at February 28, 2025, primarily due to the issuance of **5,843,993** contingent shares for the NextTrip Acquisition[90](index=90&type=chunk)[92](index=92&type=chunk) - The company has **3,388,874** shares of preferred stock outstanding as of May 31, 2025, across various series (E, H, I, J, K, L, M, N, O, P), many of which are nonvoting and convertible into common stock upon stockholder approval[95](index=95&type=chunk)[97](index=97&type=chunk)[114](index=114&type=chunk)[126](index=126&type=chunk)[133](index=133&type=chunk)[140](index=140&type=chunk)[149](index=149&type=chunk)[159](index=159&type=chunk)[167](index=167&type=chunk)[175](index=175&type=chunk)[182](index=182&type=chunk) - Total stock-based compensation expense for the three months ended May 31, 2025, was **$138,325**, a substantial increase from **$16,394** in the prior year, mainly due to a fully vested option grant to an employee[187](index=187&type=chunk)[269](index=269&type=chunk) - All outstanding unvested Stock Appreciation Rights (SARs) became immediately vested and exercisable on March 26, 2025, upon the change in control from the NextTrip Acquisition[192](index=192&type=chunk) [NOTE 12 - Subsequent Events](index=32&type=section&id=NOTE%2012%20-%20Subsequent%20Events) This note reports on significant events occurring after the reporting period, including the repayment of the Alumni Note - On July 1, 2025, the Company fully repaid the Alumni Note, including principal, discount, and accrued interest, terminating all obligations under the note[198](index=198&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=29&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on NextTrip's financial condition and operational results, highlighting increased net loss and liquidity challenges [Forward-looking statements](index=34&type=section&id=Forward-looking%20statements) This section notes the presence of forward-looking statements in the report, which are subject to inherent risks and uncertainties - The report contains forward-looking statements regarding future operations, product development, and financial performance, which are subject to inherent risks and uncertainties[199](index=199&type=chunk) [Corporation Information](index=34&type=section&id=Corporation%20Information) This section provides background on NextTrip, Inc., including its name change and core business as a travel technology provider - NextTrip, Inc. was formerly Sigma Additive Solutions, Inc., changing its name on March 13, 2024. The company provides travel technology solutions with a focus on hotels, air, and all-inclusive travel packages through its NextTrip 2.0 booking engine[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) [Reverse Acquisition](index=35&type=section&id=Reverse%20Acquisition) This section details the reverse acquisition of Sigma by NextTrip Holdings, Inc., and the subsequent issuance of contingent shares - The NextTrip Acquisition, where Sigma acquired NextTrip Holdings, Inc. (NTH) on December 29, 2023, was a reverse acquisition, making NTH the accounting acquirer[204](index=204&type=chunk) NextTrip Acquisition Milestone Events and Contingent Shares | Milestone Event | Date Earned | Contingent Shares | Status as of Report Date | | :------------------------------------------------ | :---------- | :---------------- | :----------------------- | | Launch of NTH's leisure travel booking platform | Achieved | 1,450,000 Shares | Achieved | | Launch of NTH's group travel booking platform | Achieved | 1,450,000 Shares | Achieved | | Launch of NTH's Travel Agent Platform | Achieved | 1,450,000 Shares | Achieved | | Commercial launch of PayDlay technology in NXT2.0 | Achieved | 1,650,000 Shares | Achieved | - All four business milestones for the NextTrip Acquisition were achieved, leading to the issuance of **4,393,993** contingent shares on March 26, 2025, and the remaining **1,450,000** contingent shares on May 5, 2025[213](index=213&type=chunk) - The issuance of contingent shares resulted in a change of control, and new directors were appointed to the Board effective July 28, 2025, as per Board Appointment Rights[208](index=208&type=chunk)[214](index=214&type=chunk) [Critical Accounting Policies and Estimates](index=37&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines NextTrip's key accounting estimates, including revenue recognition, asset impairment, and stock compensation - Key accounting estimates include revenue recognition, impairment of long-lived assets, stock compensation awards, and allowance for bad debts. Management believes no alternative accounting methods would materially affect financial statements[215](index=215&type=chunk)[216](index=216&type=chunk) - The company established a full allowance for credit losses of **$2,567,665** for a promissory note receivable from NextPlay Technologies, Inc., due to NextPlay's involuntary bankruptcy proceedings and uncertain collectability[222](index=222&type=chunk)[224](index=224&type=chunk) [Business Overview](index=38&type=section&id=Business%20Overview) This section describes NextTrip's business as an early-stage, technology-driven travel company developing an integrated booking and media platform - NextTrip is an early-stage, technology-driven travel company developing an integrated travel booking and media platform (NXT2.0) for leisure, group, and business travelers[225](index=225&type=chunk) - The NXT2.0 platform offers extensive inventory, specialty features like Groups Platform and Travel Agent Platform, and a delayed payment option (PayDlay)[225](index=225&type=chunk)[227](index=227&type=chunk)[232](index=232&type=chunk) - Complementing the booking engine are media properties (Journy.tv, Compass.tv, Travel Magazine) intended to drive high-intention traffic and generate advertising revenue[225](index=225&type=chunk)[234](index=234&type=chunk)[235](index=235&type=chunk) - Future developments include an AI-powered travel assistant, a multi-level Rewards program, and group chat features to enhance user engagement and loyalty[233](index=233&type=chunk) [Revenue Strategy and Development of an Integrated Travel and Media Ecosystem](index=41&type=section&id=Revenue%20Strategy%20and%20Development%20of%20an%20Integrated%20Travel%20and%20Media%20Ecosystem) This section details NextTrip's revenue generation strategy through travel bookings and advertising, emphasizing the need for additional funding - Revenue is generated through travel bookings (commissions or direct negotiated contracts) and advertising revenue from media platforms[238](index=238&type=chunk)[240](index=240&type=chunk) - Directly negotiated contracts offer higher margins and pricing control compared to commission-based sales[240](index=240&type=chunk)[242](index=242&type=chunk) - The media division aims to drive advertising rates for third parties and promote NextTrip's own travel offerings, reducing external marketing expenditures[245](index=245&type=chunk) - The company is in early stages of development and requires a minimum of **$5.5 million** in additional funding to support marketing, product development, and achieve accelerated growth by focusing on underserved travel sectors[247](index=247&type=chunk)[248](index=248&type=chunk)[250](index=250&type=chunk)[291](index=291&type=chunk) [Recent Developments](index=43&type=section&id=Recent%20Developments) This section highlights NextTrip's recent strategic initiatives, including acquisitions, partnerships, and new product launches - Acquired FSA Travel, LLC (Five Star Alliance) in a step acquisition, gaining a curated portfolio of over **5,000** luxury hotel properties and strengthening luxury and cruise offerings[230](index=230&type=chunk)[252](index=252&type=chunk)[254](index=254&type=chunk) - Entered a share exchange agreement with Blue Fysh Holdings Inc., acquiring a **10%** interest to expand business opportunities and leverage Blue Fysh's digital OOH solutions for increased advertising revenue and brand awareness[256](index=256&type=chunk)[241](index=241&type=chunk) - Acquired Journy.tv assets, including trademarks and distribution agreements, and entered a license agreement for FAST and Video On Demand content, aiming to integrate travel content with booking technology[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - Formed a strategic partnership with Intimate Hotels of Barbados (IHB) to serve as their official booking engine[261](index=261&type=chunk) - Launched NextTrip Cruise, a fully integrated booking engine offering access to over **10,000** sailings and **35** cruise partners[262](index=262&type=chunk) - The Board of Directors increased from five to seven members, and new directors were appointed effective July 17 and July 28, 2025, including CEO William Kerby and NTH Appointees[263](index=263&type=chunk)[264](index=264&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) This section analyzes NextTrip's operational performance, focusing on changes in revenue, cost of revenue, and various operating expenses Key Operating Expense Changes (Three Months Ended May 31, 2025 vs. 2024) | Expense Category | May 31, 2025 Amount ($) | May 31, 2024 Amount ($) | Change Amount ($) | % Change | | :----------------------------- | :----------- | :----------- | :------- | :------- | | Revenue | $138,827 | $188,793 | $(49,965) | -27% | | Cost of revenue | $99,921 | $173,581 | $(73,660) | -42% | | Total Operating Expenses | $4,678,643 | $1,967,613 | $2,711,030 | 138% | | Salaries and benefits | $696,914 | $626,752 | $70,162 | 11% | | Stock based compensation | $138,325 | $16,394 | $121,931 | 744% | | Sales and marketing | $90,035 | $156,188 | $(66,153) | -42% | | Professional service fees | $1,149,476 | $523,873 | $625,603 | 119% | | Technology | $321,815 | $184,669 | $137,146 | 74% | | Organization costs | $1,999,670 | $28,737 | $1,970,933 | 6859% | | Depreciation and amortization | $206,650 | $287,586 | $(80,936) | -28% | | Net loss from continuing operations | $(4,457,232) | $(1,987,626) | $(2,469,606) | 124% | | Net Loss Applicable to Common Stockholders | $(4,521,695) | $(1,989,405) | $(2,532,290) | 127% | - The significant increase in organizational costs was primarily due to fully vested stock options issued to directors during the quarter[275](index=275&type=chunk) - Net other income increased due to a settlement agreement related to the NextPlay Technologies, Inc. promissory note receivable, partially offset by a loss on extinguishment of debt and increased interest expense[279](index=279&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses NextTrip's financial liquidity, highlighting its cash position, working capital deficit, and ongoing need for financing - As of May 31, 2025, the company had **$130,906** in cash and a working capital deficit of **$1,142,891**, indicating substantial doubt about its ability to continue as a going concern for the next 12 months[284](index=284&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk) - Operations have been financed primarily through short-term promissory notes, advances from related parties, and private placements of securities[285](index=285&type=chunk) - The company estimates needing a minimum of **$5.5 million** to continue operations for the next twelve months and faces risks of dilution or onerous debt terms if additional financing is secured[291](index=291&type=chunk)[292](index=292&type=chunk) Net Cash Flow Activities (Three Months Ended May 31, 2025 vs. 2024) | Cash Flow Activity | May 31, 2025 Amount ($) | May 31, 2024 Amount ($) | Change Amount ($) | | :------------------------------------ | :----------- | :----------- | :------- | | Net Cash Used in Operating Activities | $(1,042,658) | $(1,151,220) | $108,562 | | Net Cash Used in Investing Activities | $(1,281,503) | $(169,406) | $(1,112,097) | | Net Cash Provided by Financing Activities | $1,392,700 | $1,024,591 | $368,109 | [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=51&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company states that this item is not applicable, indicating no material quantitative or qualitative disclosures regarding market risk are required for the reporting period - This item is not applicable for the reporting period[303](index=303&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=51&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) The company's management concluded that disclosure controls and procedures were effective as of May 31, 2025, with no material changes in internal control - Disclosure controls and procedures were evaluated and deemed effective as of May 31, 2025[305](index=305&type=chunk) - No changes in internal control over financial reporting materially affected or are reasonably likely to materially affect internal control during the period[306](index=306&type=chunk) - Management acknowledges that control systems provide only reasonable, not absolute, assurance and have inherent limitations[307](index=307&type=chunk) [PART II - OTHER INFORMATION](index=52&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information beyond the financial statements, including legal proceedings, risk factors, and equity sales [ITEM 1. LEGAL PROCEEDINGS](index=52&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company states that there are no legal proceedings to report for the period - This item is not applicable for the reporting period[309](index=309&type=chunk) [ITEM 1A. RISK FACTORS](index=52&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company reiterates and updates its risk factors, emphasizing the substantial doubt about its ability to continue as a going concern due to insufficient cash and working capital deficit - As of May 31, 2025, the company had **$130,906** in cash and a working capital deficit of **$1,142,891**, which is insufficient to fund anticipated operating costs[310](index=310&type=chunk) - There is substantial doubt about the company's ability to continue as a going concern for **12 months** from the filing date, necessitating additional financing[310](index=310&type=chunk)[311](index=311&type=chunk) - Future financing, if obtained, may be highly dilutive to existing stockholders (equity) or include difficult-to-meet covenants and repayment obligations (debt)[310](index=310&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.](index=52&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) The company reported unregistered sales of equity securities, including common stock issued as a finder's fee for the FSA acquisition and for consulting services related to a new FAST channel, relying on Section 4(a)(2) and/or Regulation D exemptions - On May 7, 2025, **5,000** restricted shares of common stock were issued as a finder's fee for the FSA acquisition[311](index=311&type=chunk) - On May 13, 2025, **15,000** restricted shares of common stock were issued for consulting services related to the development and launch of a beauty and wellness FAST channel[312](index=312&type=chunk) - These securities were issued in transactions exempt from registration under Section 4(a)(2) and/or Regulation D of the Securities Act of 1933[313](index=313&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=52&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company states that there are no defaults upon senior securities to report for the period - This item is not applicable for the reporting period[314](index=314&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=52&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) The company states that this item is not applicable, as it is not involved in mining operations - This item is not applicable for the reporting period[315](index=315&type=chunk) [ITEM 5. OTHER INFORMATION](index=52&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported that none of its directors or officers entered into, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended May 31, 2025 - No directors or officers entered into, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended May 31, 2025[316](index=316&type=chunk) [ITEM 6. EXHIBITS](index=53&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including various agreements, certificates of designation for preferred stock, and warrants, many of which are incorporated by reference from previous SEC filings - The exhibits include Share Exchange Agreements, Membership Interest Purchase Agreements, Asset Purchase Agreements, Certificates of Designation for various series of Preferred Stock, and numerous Warrant agreements[317](index=317&type=chunk)[318](index=318&type=chunk)[319](index=319&type=chunk) [SIGNATURES](index=56&type=section&id=SIGNATURES) The report is duly signed on behalf of NextTrip, Inc. by William Kerby, Chief Executive Officer, and Frank Orzechowski, Chief Financial Officer and Treasurer, on July 15, 2025 - The report was signed by William Kerby, Chief Executive Officer, and Frank Orzechowski, Chief Financial Officer and Treasurer, on July 15, 2025[323](index=323&type=chunk)

Revenue and Financial Performance - The company generated nominal revenues primarily from leisure travel bookings, including airline tickets, hotel rooms, and cruises [201]. - Revenue for the year ended February 28, 2025, was $501,423, an increase of $42,671 or 9% compared to $458,752 in 2024 [239]. - Cost of revenue increased by $100,589 or 25% to $498,121 for the year ended February 28, 2025, compared to $397,532 in 2024 [240]. - Operating expenses totaled $7,416,731, an increase of $1,676,154 or 29% from $5,740,577 in 2024, driven by higher salaries and benefits, technology expenses, and professional service fees [241]. - Net loss from continuing operations was $10,121,038 for the year ended February 28, 2025, compared to a net loss of $6,656,837 in 2024 [253]. - Cash as of February 28, 2025, was $1,062,367, down from $323,805 in 2024, with an accumulated deficit of $34,349,823 [258]. - Net cash used in operating activities from continuing operations was $5,088,498, an increase of $32,403 or 0.6% compared to $5,056,095 in 2024 [267]. - The company estimates a minimum requirement of $5.5 million to continue operations for the next twelve months [265]. - The company has substantial doubt about its ability to continue as a going concern for 12 months from the date of filing the Annual Report [257]. Cash Flow and Investment Activities - Net cash used in investing activities for the year ended February 28, 2025, was $(1,033,751), a decrease of $2,014,687 compared to net cash provided by investing activities of $980,936 in 2024 [271]. - The primary uses of cash in investing activities for 2025 included $500,000 for purchasing a 49% interest in FSA and capitalized software development costs of $534,751 [271]. - Net cash provided by financing activities for the year ended February 28, 2025, was $6,852,467, an increase from $4,791,804 in 2024 [272]. - The financing activities in 2025 included $1,967,224 from short-term promissory notes and $2,450,000 from preferred shares issuance [272]. - Net cash provided by operating activities from discontinued operations for the year ended February 28, 2025, was $8,344, compared to net cash used of $675,314 in 2024, resulting in a total net cash used in operating activities decreasing by 11.4% to $5,080,154 [269]. - For the year ended February 29, 2024, net cash used in operating activities from continuing operations was driven by a net loss of $6,656,837, partially offset by changes in working capital of $1,400,025 and non-cash expenses of $3,000,767 [270]. Business Strategy and Operations - NextTrip's travel booking platform is powered by the proprietary NXT2.0 engine, offering extensive inventory for leisure, group, and business travelers [198]. - The company aims to integrate its Media and Travel divisions to enhance revenue streams, with advertising expected to become a key driver of higher-margin revenue [201]. - NextTrip's acquisition of Five Star Alliance provides access to over 5,000 luxury hotel properties worldwide, enhancing its luxury travel offerings [199]. - The company is in the early stages of development, with current revenue streams being small and unpredictable compared to established industry leaders [202]. - NextTrip's ambition is to build a next-generation travel solution that allows consumers to better research and explore desired travel destinations [200]. Financial Position and Risks - Trade accounts receivable balances as of February 28, 2025, and February 29, 2024, were $22,567 and $34,082, respectively [212]. - Receivables from NextPlay under the promissory note were $0 and $1,000,000 at February 28, 2025, and February 29, 2024, respectively, with an established allowance for credit losses of $2,567,665 [213]. - The company assesses impairment of intangible assets based on significant underperformance or changes in business strategy [229]. - Inflation, changing prices, and rising interest rates have had no material effect on the company's continuing operations over the last two fiscal years [273]. - The company has no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K [274]. - There are no applicable quantitative and qualitative disclosures about market risk [275]. Employee Compensation - Salaries and benefits expenses rose by $1,026,176 or 64% to $2,630,663 for the year ended February 28, 2025, compared to $1,604,487 in 2024 [242]. - Stock-based compensation decreased by $48,638 or 42% to $67,874 for the year ended February 28, 2025, from $116,512 in 2024 [243].