NextTrip, Inc.(NTRP) - 2026 Q2 - Quarterly Report

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 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 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] - 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] - Stockholders' Equity decreased by approximately $1.77 million, and Mezzanine Equity of $387,000 was introduced[12] CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 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] - 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] - 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] CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (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] - 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] CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 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][354][355] - 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][357] - 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][358] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS This section provides detailed explanations of significant accounting policies, recent acquisitions, debt, equity, and related party transactions NOTE 1 - Business Description and Going Concern 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][27] - The company completed a reverse acquisition of NextTrip Holdings, Inc. (NTH) on December 29, 2023, with NTH treated as the accounting acquirer[29][30] - 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][34] NOTE 2 – Summary of Significant Accounting Policies 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] - 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] - 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][45][46][47] - 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][60][61] 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 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][67][68] NOTE 4 – Acquisition of FSA Travel, LLC 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][70][72] - 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] - The acquisition resulted in the recognition of $1,669,058 in goodwill, primarily representing synergies and the value of future customers and technology[73][74] NOTE 5 – Journy.tv Asset Acquisition 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][78] - 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] - The fair value of acquired intangible assets was $415,200, with a weighted average estimated useful life of 16.7 years[81] NOTE 6 – Acquisition of TA Pipeline LLC 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][83] - 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][85] - The acquisition resulted in preliminary goodwill of $286,824, representing synergies and the value of future assets[86][87] NOTE 7 – Intangible Assets 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] - Amortization expense for the six months ended August 31, 2025, was $422,016, up from $383,061 in the prior year[89] NOTE 8 – Goodwill 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][94] - 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][96] NOTE 9 – Notes Payable 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][98] - 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][101] - 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][103][104] NOTE 10 – Long-Term Debt 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][106][107] - As of August 31, 2025, the balance of the SBA loan was $98,532[107] NOTE 11 - Related Party Transactions 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] - 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] - Total amounts due to related parties increased from $61,526 at February 28, 2025, to $2,839,191 at August 31, 2025[111] NOTE 12 - Stockholders' Equity This note details the components of stockholders' equity, including mezzanine equity, common stock, preferred stock, stock options, stock appreciation rights, and warrants Mezzanine Equity 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] Common Stock 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] - 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][117] Preferred Stock 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] - 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][123][129][135][141][152][160][167][176][186][194][201][209] - 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][173][174][183][184][192][199][206][207] Stock Options 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] - 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][215] - Total stock-based compensation expense related to stock options was $138,325 for the six months ended August 31, 2025[214] Stock Appreciation Rights 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] - All outstanding unvested SARs became immediately vested and exercisable on March 26, 2025, due to a change in control[219] - 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] 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] - 186,887 warrants were granted during the six months ended August 31, 2025, with a weighted average exercise price of $4.13[223] NOTE 13 - Subsequent Events 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][226][349] - On September 26, 2025, a short-term promissory note for $269,000 (with $37,000 OID) was sold to 1800 Diagonal Lending LLC[227][350] - On October 8, 2025, the Company sold 62,500 common shares to Caesar Capital Group LLC for $200,000[228][351] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 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 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] Corporation Information 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][231] - The Company provides travel technology solutions, emphasizing hotels, air, and all-inclusive packages through its proprietary NextTrip 2.0 booking engine[232] Reverse Acquisition 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] - 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][239] - The issuance of Contingent Shares resulted in a change of control, approved by Nasdaq, and led to the appointment of new directors[238][239][240] Critical Accounting Policies and Estimates 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][244][247][250][252][254][258][259] - Management's estimates and assumptions in these areas significantly affect reported financial position and results, with potential for material changes[242][253][256][259] Business Overview 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] - 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] - Complementary media properties, Journy.tv and Travel Magazine, aim to drive high-intention traffic and generate advertising revenue[260][261] Current Scale and Going Concern 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][264] - 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][264] NXT2.0 – Our Integrated Travel Booking Platform 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] - 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] - 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] Travel Products and Services 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][268] - Acquisitions like Five Star Alliance (luxury and cruise bookings) and TA Pipeline (group travel agency platform) strengthen inventory and market reach[268][269] - 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][271] NextTrip Integrated Media Solutions 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][276] - 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][277] - 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] Revenue Strategy and Development of an Integrated Travel and Media Ecosystem 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][281][285] - 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][289] - Successful execution depends on broadening supplier base, cultivating customer network, and obtaining adequate financing for marketing and product development[287] Recent Developments This section summarizes key recent events, including acquisitions, strategic partnerships, product launches, and changes to the Board of Directors Acquisition of TA Pipeline 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][293][294] Acquisition of Five Star Alliance 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][298] - Additional contingent payments totaling $800,000 (cash and Series O Preferred) were made on April 28, 2025, upon achievement of business milestones[299] Blue Fysh Share Exchange 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] Journy.tv Asset Purchase 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][302] - A License Agreement granted NextTrip non-exclusive rights to exploit Journy.tv programs via FAST and VOD, with a non-refundable license fee of $336,801[303] Strategic Partnership with Intimate Hotels of Barbados ("IHB") This section describes the partnership with Intimate Hotels of Barbados, positioning NextTrip as its official booking engine - On April 3, 2025, NextTrip partnered with Intimate Hotels of Barbados (IHB) to serve as its official booking engine, providing an integrated travel portal and customized packaging tools[305] NextTrip Cruise Launches, Offering Seamless Cruise Booking Experience This section announces the launch of NextTrip Cruise, an integrated booking engine providing access to numerous sailings and cruise partners - On March 27, 2025, NextTrip launched NextTrip Cruise, a fully integrated booking engine offering access to over 10,000 sailings and 35 cruise partners with exclusive pricing and concierge services[306] Changes to the Board of Directors This section reports changes to the Board of Directors, including an increase in size and the appointment of new members - On July 14, 2025, the Board increased its size from five to seven members, appointing Bill Kerby (CEO) and Andy Kaplan as directors[307] - Four new directors (Stephen Kircher, Jimmy Byrd, Carmen Diges, David Jiang) were appointed effective July 28, 2025, replacing legacy Sigma directors, and assigned to various board committees[308][312] Results of Operations This section analyzes NextTrip, Inc.'s financial performance, comparing results for the three and six months ended August 31, 2025, and 2024 Three Months Ended August 31, 2025 Compared to the Three Months Ended August 31, 2024 This section compares the Company's financial results for the three months ended August 31, 2025, against the same period in 2024, highlighting revenue, expenses, and net loss Metric | Metric | 3 Months Ended Aug 31, 2025 | 3 Months Ended Aug 31, 2024 | Change ($) | 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] - 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][319] - Net other income improved significantly due to a $583,000 settlement agreement and a $10,000 gain on derivative liability revaluation, partially offset by increased interest expense[323] Six Months Ended August 31, 2025 Compared to the Six Months Ended August 31, 2024 This section compares the Company's financial results for the six months ended August 31, 2025, against the same period in 2024, detailing revenue, expenses, and net loss Metric | Metric | 6 Months Ended Aug 31, 2025 | 6 Months Ended Aug 31, 2024 | Change ($) | 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] - 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][336][337] - 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] Liquidity and Capital Resources 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] - The Company's operations are financed primarily through short-term promissory notes, related party advances, and private placements of securities[345] - 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][347] - 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][353] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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] ITEM 4. CONTROLS AND PROCEDURES 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] - 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] - Management acknowledges the inherent limitations of control systems, which can only provide reasonable, not absolute, assurance against errors and fraud[367] 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 This section states that there are no legal proceedings to report - No legal proceedings are applicable to the Company[369] ITEM 1A. RISK FACTORS 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] - 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] - There is substantial doubt about the Company's ability to continue as a going concern for 12 months from the filing date[371] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 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] - 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] - Issued 36,283 restricted common shares as a dividend to holders of Series L and M preferred stock on August 29, 2025[378] - 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] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section states that there are no defaults upon senior securities to report - No defaults upon senior securities are applicable to the Company[380] ITEM 4. MINE SAFETY DISCLOSURES This section states that there are no mine safety disclosures to report - No mine safety disclosures are applicable to the Company[381] ITEM 5. OTHER INFORMATION 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] ITEM 6. EXHIBITS 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 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]