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NextTrip Inc

For the period ended Nov 30, 2024. Filed Jan 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 30, 2024 · Filed Jan 14, 2025

NTRP$1.12+3.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-08-31; filed 2024-10-15.

0001493152-24-041139

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

Current report: 10-Q

Period ended 2024-11-30; filed 2025-01-14.

0001493152-25-002136

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 143 previous paragraphs and 136 current paragraphs.

56 unchanged; 44 reworded; 35 added; 42 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 6 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (35)

Current report

As a result of the consummation of the Share Exchange Agreement by and between the Company, NTG, NTH and the NTH Representative, the 400,000 Preferred Units held by NextPlay in NTG were exchanged for up to 500,000 shares of common stock in the Company, as follows: (i) 13,001 shares of Company common stock, or Closing Shares, were issued to NextPlay on December 29, 2023, and (ii) NextPlay has the right to receive up to 486,999 Contingent Shares when and if the business milestones are achieved in the Share Exchange Agreement.

Current report

NTH completed the reverse acquisition with the Company on December 29, 2023. The Company previously traded on Nasdaq as SASI which has had a name change to NextTrip, Inc. and now trades as NTRP on Nasdaq.

Current report

NextTrip, Inc. (“NextTrip,” “we,” or “our”) is an early-stage, technology-driven travel company building next-generation solutions to power the travel industry. With a suite of brands, including NextTrip Vacations, Travel Magazine, and Compass.TV, we aim to inspire and empower travel while curating personalized experiences for both leisure and business travelers. Our proprietary NXT2.0 booking engine offers extensive inventory, supporting both travelers and distributors with a platform for efficient trip planning and booking.

Current report

Our mission is to lead the travel industry forward by combining the digital innovation offered in Compass.TV and Travel Magazine with tailored travel services and booking capabilities of NextTrip. This fully integrated platform not only services traditional vacationers travel needs, but also provides users with a solution for more complex travel needs such as conferences, conventions and destination weddings through our groups widget, an under-served and emerging markets. Our growth will leverage interactive technology, immersive media, and our travel expertise to deliver impactful and personalized travel solutions.

Current report

NextTrip’s strategy focuses on integrating its Media and Travel divisions, offering users a comprehensive ecosystem designed to guide and support them throughout the travel experience. Presently, NextTrip generates revenue through two core methods: travel bookings and advertising revenue.

Current report

Travel bookings currently generate the majority of the Company’s revenues. This includes the sale of travel products such as airline tickets and hotel rooms as well as travel services such as travel insurance and ground activities. In the future the Company plans to supplement its travel offerings by including travel technology products such as its Travel Agent and Business Travel platforms. The Company is in early-stage development but has been able to capitalize on former technology and relationships from its Bookit.com booking engine acquisition. This acquisition allowed the Company to reach out to past contracts and negotiate new travel product supplier agreements.

Current report

The Company’s initial focus was to negotiate direct connectivity and fixed base pricing contracts allowing it to set its own pricing and margins for the leisure and vacation travel products. This flexibility affords the company the opportunity to run specials on travel offerings that are highly competitive, but will require additional funding to support comprehensive marketing and awareness campaigns to attract new customers. Until this happens, the Company is working to target customers with low dollar marketing campaigns in the leisure travel spaces, as well as pursuing strategic partnerships and specialized travel offerings (i.e. Groups), while maintaining competitiveness within its marketplace through adjustment of pricing.

Current report

To supplement the supply of inventory, the Company has also negotiated contracts and enacted API links with Expedia and other established suppliers to provide significant additional content and product into our booking engine. The Expedia contract along with other contracted groups has significantly increased our product offerings, allowing us to cover other parts of the world, adding hotel properties, as well as resorts, vacation rental homes and bed and breakfast accommodations. Through these API connections, we can gain access to roughly 3 million accommodation properties worldwide. By integrating the products into our booking engine, the Company has the ability to adjust pricing by reducing its margins. While sales of these supplemental products through the NXT 2.0 booking engine carry lower margins versus directly contracted products, they greatly increase the NextTrip global offerings. This expanded product offering will also help support the growth of specialty travel services like NextTrip’s Groups Bookings (i.e. destination weddings, conferences and conventions) and Business Travel platforms. These types of programs require both unique technology and concierge support and services, thus falling outside of the typical online travel agency (“OTA”) business model. However, this expanded supply of travel products from large OTA’s to support our platforms becomes one of mutual benefit to both parties.

Current report

Key factors that affect revenues and profitability beyond access to inventory include competitive market pressures from other travel suppliers and distributors, as well as the funding needed to enact a large enough marketing budget to create awareness. To help minimize this significant marketing budget, the company is building its own ecosystem through Compass.TV and Travel Magazine. These media platforms are designed to allow users to explore and educate themselves on future travel. As the number of viewers/users grows, it not only determines the advertising rates the company can charge others to promote their travel products and services to our audience, but it should also provide additional opportunities for NextTrip to promote its own travel offerings to highly targeted viewers, thus lessening the need for spending significant marketing dollars through other mediums to attract consumers.

Current report

To drive its advertising initiatives on Compass.TV, the Company has entered into a partnership with Leap Media Group, a respected leader with over 35 years in TV advertising, media planning and buying. Compass.TV is now equipped to deliver branded entertainment content and advertising seamlessly across its platform, supported by targeted media strategy designed to optimize revenue well delivering high quality content to travel enthusiasts. Though each division can independently drive revenue through its respective channel, we have created additional value by bringing the divisions together to create an engaging consumer-focused ecosystem. Today, we have created opportunities to seamlessly move customers from one portion of the ecosystem to the next, with the ultimate goal of influencing a travel purchase decision. As we move into the future, NextTrip will add additional revenue streams including more diversified exclusive product from around the world, niche travel segments, technology licensing and enhanced media advertising opportunities.

Current report

NextTrip’s travel business began as the primary business of NextPlay Technologies, Inc. (formerly Monaker Group, Inc.) until June 2020, when Monaker acquired HotPlay Enterprise Limited, shifting its focus to digital entertainment. Prior to this, Monaker’s core business was travel, primarily offering vacation rentals and Alternative Lodging Rentals (ALRs) through its booking platform. To support its travel services, Monaker also launched TravelMagazine.com, providing travel content for destination research. In January 2023, NextPlay spun off the NextTrip business, returning it to its founders to focus exclusively on travel. This resulted in NextTrip Group, LLC (“NTG”) operating the NextTrip travel business which was held in its wholly-owned subsidiary NextTrip Holdings, Inc. (“NTH”).

Current report

The COVID-19 pandemic severely impacted travel, leading to widespread travel restrictions, border closures, and a steep decline in bookings. With travel operations halted, NTH concentrated on technology development, enhancing NTH’s booking engines, and expanding NTH’s online media platform, TravelMagazine.com, to help travelers research future trips. NTH also developed new features, including a platform for packaged vacations, wellness programs, and business travel management.

Current report

After separating from NextPlay, NTH acquired the technology assets of Bookit.com in June 2022 to strengthen our NXT2.0 booking platform. Before the pandemic, Bookit.com was a popular online travel platform, generating over $400 million in sales, but ceased to operate during the pandemic. Through this acquisition, NTH not only gained a proven booking technology but also a database of millions of opt-in users, key staff and relationships with hotel groups anxious to reopen this distribution channel.

Current report

Our strategy positions us to capitalize on key opportunities within the travel industry, combining proprietary technology with media, service offerings, and exceptional customer support to cater to mid- to luxury-level travelers.

Current report

On December 9, 2024, the Company and NextTrip Holdings, Inc. (“NTH”), entered into a forbearance agreement (the “Forbearance Agreement) related to the issuance of certain contingent shares (the “Contingent Shares”) of Company common stock issuable upon NTH earning certain milestones as provided in that certain share exchange agreement (the “Share Exchange Agreement”) entered into by and among the Company, NTH and NextTrip Group, LLC (“NTG”), the sole stockholder of NTH, and the NTH shareholder representative, pursuant to which the Company acquired 100% of NTH (the “Acquisition”) in exchange for shares of Company common stock, (the “Exchange Shares”). As a result, NTH became a wholly owned subsidiary of the Company as of December 29, 2023 (the “Closing Date”).

Current report

Upon the closing of the Acquisition, the members of NTG were issued a number of Exchange Shares equal to 19.99% of the Company’s issued and outstanding shares of common stock immediately prior to the Closing Date. Under the Share Exchange Agreement, the NTG Sellers are also entitled to receive additional Contingent Shares, subject to NTH’s achievement of future business milestones specified in the Share Exchange Agreement.

Current report

Pursuant to the Share Exchange Agreement, whether a Milestone Event is met and the Contingent Shares are issuable is to be determined by the Company and NTH on a mutually agreeable date (each a “Milestone Payment Determination Date”) no later than thirty (30) days following notice by NTH to the Company that such Milestone Event has been met. If Contingent Shares are determined to be issuable, the Company is required to issue additional Contingent Shares within 60 days following each Milestone Payment Determination Date.

Current report

To date, no Contingent Shares have been issued. NTH believes, and the Company does not dispute, that 3 of the 4 milestones have been met as of the date hereof but that, as a result of delays with the Company’s Form S-1 registration statement and the Company’s pending initial listing application with Nasdaq (the “Regulatory Delays”), NTH has not sent formal notice to the Company because doing so without the approval of Nasdaq’s initial listing application could trigger a delisting and suspension of trading of the Company’s common stock on Nasdaq.

Current report

Due to the indefinite delays caused by regulatory matters and NTH desire to receive the Contingent Shares earned to date, NTH has expressed an intent to the Company to deliver formal notice that such Milestone Events have been met. However, due to the fact that such issuance could trigger consequences to all Parties involved, NTH and the Company have negotiated a Forbearance Agreement, whereby NTH agrees to forbear from issuing the Milestone Payment Determination Date notice until January 31, 2025 or earlier in the event of a default (the “Forbearance Expiration Date”) in exchange for an agreement by the Company that, if such Nasdaq initial listing application is not approved by such date that, (i) all such earned Contingent Shares will be issued withing five (5) business days of the Forbearance Expiration Date and (ii) all such board appointment rights will be exercised and such members will be approved within five (5) business days of the Forbearance Expiration Date.

Current report

Non-binding Letter of Intent to Acquire Luxury Travel Company Five Star Alliance

Current report

On November 5, 2024, we announced that we had signed a non-binding Letter of Intent (LOI) to acquire Five Star Alliance, an online luxury travel agency founded in 2004 and renowned for its curated collection of five-star luxury hotels and resorts worldwide. Five Star Alliance specializes in helping travelers discover and book the world’s top luxury hotels, offering personalized recommendations, competitive rates, and is known for world-class customer service. With a proprietary search engine that secures the best rates for thousands of 5-star hotels globally, the company also handles group travel bookings and high-end cruises.

Current report

Negotiations and due diligence with Five Star Alliance are ongoing and while the transaction is progressing; however, the parties have not yet agreed on definitive terms and it is uncertain as to whether such agreement will occur.

Current report

During the three months ended November 30, 2024, we recognized revenue of $74,635, as compared to $205,789 in the same period in 2023, a decrease of $131,154, or 64%. The decrease was primarily due to reduced online marketing efforts, driven by limited funding, compared to the Black Friday campaign executed in the previous year, which significantly boosted visibility to our website.

Current report

The Company’s initial focus was to negotiate direct connectivity and fixed base pricing contracts allowing it to set its own pricing and margins. This flexibility affords the company the opportunity to both run specials that are highly competitive or simply adjust pricing to maintain competitiveness within its market. To supplement the supply of inventory, the Company has also negotiated contracts and enacted API links with Expedia and other established suppliers to provide significant additional content and product into our booking engine. The Expedia contract significantly increased our product offering, allowing us to cover other parts of the world, adding hotel properties worldwide, alternative lodging accommodations and Bed and Breakfast facilities resulting in roughly 3 million lodging accommodations. By integrating the products into our booking engine, the Company has the ability to set its own pricing by reducing its margins. While sales of these supplemental products through the NXT 2.0 booking engine carry lower margins versus directly contracted products, they greatly increase the NextTrip global offerings. These products help support the growth of specialty travel services like NextTrip’s Groups Bookings (i.e. destination weddings, conferences and conventions) which require additional concierge support and services that fall outside of typical online travel offerings.

Current report

Our cost of revenue for the three months ended November 30, 2024 was $76,751, as compared to $162,072 for the same period in 2023, a decrease of $85,321, or 53%. The decrease was primarily driven by lower sales resulting from reduced marketing efforts in the third quarter of 2024 as compared to the third quarter of 2023.

Current report

We incurred marketing costs of $30,529 during the three months ended November 30, 2024, as compared to $141,618 during the same period in 2023. The decrease of $111,089, or 78%, was primarily due to a reduction of $113,004 in online marketing expenses during Black Friday, compared to the previous year, resulting from limited available funds in the current year, and a reduction of Travel Magazine costs of $19,100. Partially offsetting the decrease, was an increase of $21,015 in contract labor for operations and product management, email marketing and digital strategy, and hotel partner relations.

Current report

The net gain from discontinued operations of $566 for the three months ended November 30, 2024 was attributable to the settlement reached with a third party contractor related to an outstanding payable from Sigma Additive Solutions.

Current report

The Company’s initial focus was to negotiate direct connectivity and fixed base pricing contracts allowing it to set its own pricing and margins. This flexibility affords the company the opportunity to both run specials that are highly competitive or simply adjust pricing to maintain competitiveness within its market. To supplement the supply of inventory, the Company has also negotiated contracts and enacted API links with Expedia and other established suppliers to provide significant additional content and product into our booking engine. The Expedia contract significantly increased our product offering, allowing us to cover other parts of the world, adding hotel properties worldwide, alternative lodging accommodations and Bed and Breakfast facilities resulting in roughly 3 million lodging accommodations. By integrating the products into our booking engine, the Company has the ability to set its own pricing by reducing its margins. While sales of these supplemental products through the NXT 2.0 booking engine carry lower margins versus directly contracted products, they greatly increase the NextTrip global offerings. These products help support the growth of specialty travel services like NextTrip’s Groups Bookings (i.e. destination weddings, conferences and conventions) which require additional concierge support and services that fall outside of typical online travel offerings.

Current report

On December 3, 2024, the Company sold a short-term promissory note to an existing note holder for total consideration of $100,000. The note has an original issue discount of $15,000. The note is payable in full on May 29, 2025, and may be prepaid by the Company at any time without penalty. In the event of default, the entire unpaid balance is immediately due and payable. In connection with the sale of the note, the Company issued a warrant to the investor to purchase up to 40,000 shares of common stock with an exercise price of $3.25. The warrant has a three-year term and expires on December 3, 2027.

Current report

On December 31, 2024, the Company sold a short-term promissory note to an investor for total consideration of $1,000,000, with $500,000 funded to the Company on December 31, 2024, and $500,000 funded to the Company on or before January 15, 2025. The note bears 15% interest and such interest will be prepaid in the form of Series K Convertible Preferred shares with an exercise price of $3.02. Any unpaid principal is payable in full on the earlier of the date that the Company completes a financing of $5 million or more, or December 19, 2025. In the event of default, the remaining unpaid balance is due and payable immediately at the option of the investor. In connection with the initial funding of the note, the Company issued a warrant to the investor to purchase up to 500,000 shares of common stock with an exercise price of $4.00. The warrant is exercisable 50% on a cash basis and 50% on a cashless basis. The warrant has a three-year term and expires on December 31, 2027. Upon the second funding of the promissory note, the company will issue a second warrant to purchase up to 500,000 common shares on the same terms and conditions as the first warrant.
Removed paragraphs (42)

Previous report

NextTrip, Inc. (the “Company,” “NextTrip,” “we,” “us” and “our”) is an innovative technology company that is building next generation solutions to power the travel industry. NextTrip, through its subsidiaries, provides travel technology solutions with sales originating in the United States, leisure travel, business travel, groups travel, media and tech. We connect people to new places and discoveries by utilizing digital media engagement, seasoned planning expertise, and unique inventory to curate custom vacations and business travel across the globe. Our proprietary booking engine, branded as NXT 2.0, provides travel distributors access to a sizeable inventory.

Previous report

Our vision is to drive the evolution of the travel industry by merging advanced digital solutions with personalized travel services. Our core technology – a fully integrated travel booking platform – focuses on untapped and underserved sectors of the travel industry, intending to capture new markets. We expect that our future growth will be accelerated by interactive technology, immersive media and unparalleled travel industry expertise.

Previous report

We believe NextTrip will revolutionize the travel industry by combining advanced digital technologies with personalized travel services. Our mission is to become the premier travel, media, and lifestyle brand, inspiring and empowering individuals to explore the world. Through our brands, including NextTrip Vacations, Travel Magazine, and Compass.tv, we aim to create a unique ecosystem that reduces dependency on traditional marketing methods, where major travel companies spend billions to attract customers.

Previous report

Our strategy focuses on both the Media and Travel divisions working together to draw users into our ecosystem by offering the following benefits:

Previous report

By integrating the NextTrip booking platform across all our media platforms, we will enable users to research and book travel seamlessly from any of our offerings. Our ecosystem will encompass leisure travel, wellness travel, business travel, alternative lodging, and innovative technology and media solutions. We will engage with consumers throughout the entire travel planning journey, from initial research to post-travel, offering robust product options and preferred rates in top global destinations. We believe that NextTrip stands apart from other travel companies, providing users with the tools to create personalized vacation packages and travel solutions, resulting in a more rewarding experience than traditional pre-packaged offerings. This ensures a thriving and growing ecosystem that drives both travel transactions and targeted advertising revenue while supporting consumers on their travel journeys—truly a next-generation travel company.

Previous report

NextTrip is launching a pilot program featuring a successful travel discovery app to deliver AI-driven and user-generated video content to its Travel Magazine and Compass.tv platforms. In addition, NextTrip will curate exclusive leisure offers for the discovery app and implement enhanced marketing strategies to boost bookings and viewership.

Previous report

NextTrip’s travel business was the principal business of NextPlay (then, Monaker Group, Inc. (“Monaker”)) until June 30, 2020, when Monaker entered into a share exchange transaction with HotPlay Enterprise Limited (“HotPlay”), resulting in HotPlay becoming a wholly owned subsidiary of Monaker and HotPlay’s business becoming the principal business of Monaker. Prior to this share exchange, the primary focus of Monaker had been its travel business, which included the sale of vacation rentals, and in particular, ALRs, to consumers through its proprietary booking engine. To support its travel offerings, Monaker introduced travelmagazine.com, featuring travel and lifestyle content to appeal to travelers researching destinations and planning future vacations. In January 2023, NextPlay spun the NextTrip business out to its founders to separate it from NextPlay’s primary business.

Previous report

The spread of the COVID-19 virus globally beginning in January 2020 severely impacted our business. Beginning in March 2020, many U.S. states and foreign countries began issuing “stay-at-home” orders and closed their borders to interstate and international travel. Such restrictions on travel, together with other measures implemented by governments around the world, severely restricted the level of economic activity around the world and had an unprecedented effect on the global travel industry. The public’s ability to travel was severely curtailed through border closures, mandated travel restrictions and limited operations of hotels, airlines, and additional voluntary or mandated closures of travel-related businesses from December 2019 through the beginning of 2022 (and beyond in some jurisdictions). Measures implemented during the COVID-19 pandemic led to unprecedented levels of temporary and permanent business closures, cancellations and limited new travel bookings, having a severe negative impact on our business, financial condition and results of operations.

Previous report

Due to the significant decrease in demand for the travel related services provided by us during the peak of the COVID-19 pandemic, we shifted our focus to developing and enhancing our program offerings. For example, we began to develop our online media platform -TravelMagazine.com allowing consumers to research future travel options as well as enhancing the functionality of our booking engines, including developing a booking engine platform that allows customers to book packaged vacations and wellness programs along with the development of a platform to arrange and manage business travel.

Previous report

Following NextTrip’s separation from NextPlay, our team focused on the continued technological development of its booking platform. As part of this development, we acquired a travel platform in June 2022 to help power our proprietary NXT 2.0 booking technology. Previously, this technology powered the Bookit.com business, a well-established online leisure travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic). As part of the acquisition of the assets of Bookit.com, we were not only able to acquire a proven technology platform that could be integrated with our core travel sectors, but we were also able to secure the Bookit.com database with millions of past travelers and opt-in consumers.

Previous report

We have established a direct-to-consumer presence though a number of websites, powered by the NXT 2.0 booking platform. Today, the primary leisure platform is hosted on nexttrip.com and the media platform is hosted on travelmagazine.com.

Previous report

NextTrip sells travel services to leisure and corporate customers across these websites. Our primary focus is our current offerings of scheduling, pricing and availability information for booking reservations for airlines, hotels, rental cars, as well as other travel products such as transfers, sightseeing tours, shows and event tickets. NextTrip sells these travel services both individually and as components of dynamically assembled packaged travel vacations and trips. In addition, we provide content that presents travelers with information about travel destinations, maps and other travel details.

Previous report

Our online travel publication, travelmagazine.com, provides travelers around the world with inspiration for future vacation destinations and trips. The publication offers written articles, videos, and podcasts. The website is expected to be supported by advertising and allow for research and booking of vacation products.

Previous report

We are building an ecosystem with technology and product offerings that will include leisure travel, wellness travel, business travel, alternative lodging, technology and media solutions. We engage with consumers and distributors throughout the travel planning journey from planning through post-travel. Through direct relationships, we have established robust product offerings and preferred rates across the top destinations world-wide. Our primary product offerings are as follows:

Previous report

Search Tools and Ability to Compare. Our online marketplace nexttrip.com provides travelers with the tools to search for and filter several travel products including air, car, accommodations, and activities based on various criteria, such as destination, travel dates, type of property, number of bedrooms, amenities, price, or keywords.

Previous report

*Traveler Login.*Travelers are able to create accounts on our website(s) that give them access to their booking activity through the website. Members will also have access to special rates and discounts on the NextTrip product.

Previous report

*Travel Blog.*Travel guides, videos and pictures as well as travel articles can be accessed through travelmagazine.com.

Previous report

*Security.*We use a combination of technology and human review to evaluate the content of listings and to screen for inaccuracies or fraud with the goal of providing only accurate and trustworthy information to travelers. NextTrip is Payment Card Industry compliant to ensure the safety and security of its customer credit card data.

Previous report

*Communication.*Travelers who create an account on our websites will receive regular communications, including notices about places of interest, special offers, new listings, and an email newsletter. The newsletter will be available to any traveler who agrees to receive it and offers introductions to new destinations and properties, as well as tips and useful information when traveling.

Previous report

Since the COVID-19 pandemic arose, we have primarily focused on developing our booking engine and establishing relationships with suppliers to increase the size of our instantly bookable inventory. The booking engine has produced little revenue to date because of, among other reasons, the efforts that have been taken to integrate the NextTrip travel platforms with the Bookit.com technology since its acquisition in the summer of 2022. The new platform was launched in beta in May 2023 with a limited number of hotel properties in Mexico and the Caribbean. We have expanded our distribution since launch to include over one million hotel properties worldwide and completed a full launch of the leisure travel website in August 2024.

Previous report

NextTrip’s fully integrated travel booking platform serves as the foundation of our revenue-generating business. The platform contains a robust booking engine with merchandising capabilities that drive increased conversions and higher per revenue transactions. We plan to leverage the bookit.com foundational travel database consisting of several million customers to further drive revenues. Those revenues consist primarily of commissions and bookings but are expanding to include affiliate commerce, advertising and sponsored content (via Compass.tv and Travel Magazine).

Previous report

In addition, as the booking platform expands, it establishes an opportunity for product expansion and revenue from technology licensing, including white-labeling key technology. A monthly software-as-a-service (“SaaS”) model is being established around key technology developments and innovative platforms, including turn-key booking solutions, product management and targeted audience offerings.

Previous report

Advancing Travel: Future Research & Development Driving Growth

Previous report

As we expand the reach of our booking platforms, including to different underserved areas of the travel industry, we plan to focus on future technologies to drive growth by investing in research and development.

Previous report

As FAST gains momentum globally, we are in the process of developing Compass.tv, which was soft launched on October 1, 2024. Our innovative travel channel is being developed in conjunction with our perpetual license with Promethean discussed above. With over 1,000 hours of relevant travel content secured, Compass.tv intends to utilize artificial intelligence (“AI”) to personalize content, convert blogs and articles to video, and empower users to create custom travel channels. Integration with the NextTrip Concierge desk will enable seamless booking and assistance.

Previous report

NextTrip recognizes the pivotal role of video in promoting travel sales and engagement, hence our focus on incorporating video across platforms. To maximize effectiveness, NextTrip has entered into the license with Promethean enabling targeted advertising and transactional capabilities without interrupting content.

Previous report

We are transforming our Travel Magazine website into a social media platform catering to all things travel. The site was re-launched mid-2024, and features enhanced media capabilities and targeted advertising using the Promethean solution. A private consumer section called “My Bucket List,” is targeted for release in early 2025 and will feature connectivity to booking engines, AI travel planner assist and AI-driven content creation.

Previous report

With My Bucket List, NextTrip is building a technology solution catered to travelers to build and share their own travel bucket list with personalized suggestions, booking support and local insights.

Previous report

Our cost of revenue for the three months ended August 31, 2024 was $155,455, as compared to $23,734 for the same period in 2023, an increase of $131,721, or 555%. The increase was primarily attributable to a rise in sales from the launch of NXT 2.0 in the second quarter of 2024 as compared to the second quarter of 2023.

Previous report

We incurred marketing costs of $51,347 during the three months ended August 31, 2024, as compared to $49,758 during the same period in 2023. The increase of $1,589, or 3%, was primarily due to an increase of $25,475 in third party contractor expenses associated with the relaunch of the NXT 2.0 booking engine in March of 2024. Partially offsetting the increase was a decrease in marketing and advertising expenses of $9,656, and expenses associated with Travel Magazine of $14,230 as resources were shifted towards NXT 2.0.

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Reworded paragraphs (44)

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Prior to the Exchange Agreement, as described below, NextTrip Holdings, Inc. (“NextTrip”) was a wholly owned subsidiary of NextTrip Group, LLC (“Group”), which in turn, was a wholly owned subsidiary of NextPlay Technologies, Inc. (“NextPlay”). All business operations of Group were conducted through its subsidiaries. On January 25, 2023, NextPlay and Group entered into an Amended and Restated Separation Agreement (“Separation Agreement”), Amended and Restated Operating Agreement (“Operating Agreement”), and Exchange Agreement (“Exchange Agreement”, and together the “Agreements”), whereby NextPlay transferred their interest in the travel business to Group. Pursuant to the Exchange Agreement, NextPlay exchanged 1,000,000 Membership Units of Group for 400,000 Preferred Units of Group, with a value of $10 per unit. Prior to the exchange for Preferred Units, Group had a payable due to NextPlay of $17,295,873, representing cash advances and payment of expenses by NextPlay on behalf of Group, while NextPlay had obligations to provide ongoing support to NextTrip. Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s ongoing support obligations except for a $1.5 million advance remaining under a promissory note, and as such NextTrip recorded the payable as contributed capital.

Current wording

Prior to the reverse acquisition transaction with the Company under that certain Share Exchange Agreement dated October 12, 2023, NextTrip Holdings, Inc. (“NTH”) was a wholly owned subsidiary of NextTrip Group, LLC (“NTG”), which in turn, was previously a wholly owned subsidiary of NextPlay Technologies, Inc. (“NextPlay”). All of the business operations of NTG were conducted through its subsidiaries. On January 25, 2023, NextPlay and NTG entered into an Amended and Restated Separation Agreement (“Separation Agreement”), Amended and Restated Operating Agreement (“Operating Agreement”), and Exchange Agreement (“Exchange Agreement”), together the Agreements (“Agreements”), whereby NextPlay transferred their interest in the travel business to NTG and its principals. Pursuant to the Exchange Agreement, NextPlay exchanged 1,000,000 Membership Units of NTG for 400,000 Preferred Units of NTG, with a value of $10 per unit. Prior to the exchange for Preferred Units, NTG had an intercompany payable due to NextPlay of $17,295,873, representing cash advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had offsetting obligations to provide ongoing support to NTG. Such liability was settled by the issuance of the NTG Preferred Units and the waiver of all of NextPlay’s ongoing support obligations except for a $1.5 million advance remaining under a promissory note and as such NTG recorded the payable as contributed capital.

Previous wording

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

Current wording

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

Previous wording

The Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of Sigma common stock, or approximately 90.2% of the issued and outstanding shares of Sigma common stock immediately prior to the closing. The Acquisition will likely result in a change of control, with the members of Group receiving an aggregate number of shares that exceeds the number of shares that held by the legacy shareholders of Sigma. As a result, the Acquisition is accounted for as a reverse acquisition of NextTrip by Sigma, whereby Sigma is treated as the legal acquirer and NextTrip is treated as the accounting acquirer. As a result, the historical financial information presented is that of NextTrip.

Current wording

The Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of the Company’s common stock, or approximately 90.2% of the issued and outstanding shares of Sigma common stock immediately prior to the closing. The Acquisition will likely result in a change of control, with the members of NTG receiving an aggregate number of shares that exceeds the number of shares that held by the legacy shareholders of Sigma. As a result, the Acquisition is accounted for as a reverse acquisition of NTH by the Company, whereby the Company is treated as the legal acquirer and NTH is treated as the accounting acquirer. As a result, the historical financial information presented is that of NTH.

Previous wording

In accordance with ASC805-40-45-1, the consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the financial statements as a continuation of the financial statements of the legal subsidiary (NextTrip), withone adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent. Comparative information presented in the consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent.

Current wording

In accordance with ASC805-40-45-1, the consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the financial statements as a continuation of the financial statements of the legal subsidiary (NTH), withone adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent. Comparative information presented in the consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent.

Previous wording

NextPlay is in default under the terms of its promissory note to NextTrip, and as a result, an allowance for doubtful accounts of $1,567,665 was established as of February 29, 2024 as collectability of the entire receivable is uncertain. During the six months ended August 31, 2024 and 2023, there was no bad debt expense recorded related to the allowance account, and the allowance is unchanged as of August 31, 2024. As of August 31, 2023, no allowance for doubtful accounts was established.

Current wording

NextPlay is in default under the terms of its promissory note to NextTrip, and as a result, an allowance for doubtful accounts of $1,567,665 was established as of February 29, 2024 as collectability of the entire receivable is uncertain. During the nine months ended November 30, 2024 and 2023, there was no bad debt expense recorded related to the allowance account, and the allowance is unchanged as of November 30, 2024. As of November 30, 2023, no allowance for doubtful accounts was established.

Previous wording

Since 2022, and the acquisition of the Bookit.com business, we have been focused on the holistic development and integration of the NXT 2.0 technology platform, which serves as a base for current and future technology projects as well as proprietary system enhancements. This integration includes re-engaging with and re-negotiating more than 250 contracts with hotel, airline, and cruise suppliers, and securing unique product inventory of more than 3 million lodging, air and tour product suppliers at exceptional rates to over 2,100 destinations in 200+ countries worldwide.

Current wording

Since 2022 and the acquisition of the Bookit.com assets, NTH has been focused on the integration of Bookit.com into the NXT2.0 technology platform, which serves as a base for current and future technology projects as well as proprietary system enhancements. Bookit.com had negotiated contracts and created API’s linking it to approximately 250 travel related companies, based on NTH’s diligence in connection with such Bookit.com acquisition. The travel product offerings included conglomerate travel suppliers such as Expedia as well as uniquely contracted rates with airlines, hotel chains, car rental companies, cruise lines, tour operators and travel marketing companies. The contracts were terminated upon the closure of Bookit.com; however, NextTrip was afforded access to the previously developed API’s that gave Bookit access to these significant travel products. The Company has begun the process of contacting these former suppliers in an effort to re-engage with them, and re-negotiate new contracts which were previously in place with Bookit.com. The reactivation of some of these contracts will both increase the Company’s travel product offerings and improve the current pricing, thereby increasing revenues through commissions on sales of product offerings. To-date, through its negotiations, the Company has strategically reactivated 12-15 of these contracts for Phase 1 of its product launch, ensuring top-tier rates and options in premier destinations in Mexico and the Caribbean. NextTrip has also secured a contract with Expedia which represents unique product inventory of more than 3 million lodging, air and tour product suppliers at exceptional rates to over 2,100 destinations in 200+ countries worldwide, based on information from Expedia. Additionally, the Company continues efforts to establish partnerships with additional hotel, air, cruise and excursion suppliers. which is the “supply” or “product” side of the NXT2.0 booking platform.

Previous wording

Our total operating expenses for the three months ended August 31, 2024 were $1,468,335, as compared to $1,090,930 for the same period in 2023, an increase of $377,405, or 35%. The increase was primarily attributable to the relaunch of the NXT 2.0 booking engine in March of 2024, as well as the integration of Sigma Additive Solutions, and the transition to public company status.

Current wording

Our total operating expenses for the three months ended November 30, 2024 were $1,771,411, as compared to $1,274,820 for the same period in 2023, an increase of $496,591, or 39%. The increase was primarily attributable to the relaunch of the NXT 2.0 booking engine in March of 2024, as well as the integration of Sigma Additive Solutions, and the transition to public company status.

Previous wording

Salary and benefits costs were $628,759 for the three months ended August 31, 2024, as compared to $360,947 for the same period in 2023, an increase of $267,812, or 74%. The increase was comprised of an increase in salaries and benefits of $234,255 due to the conversion of booking engine contractors to employees and the addition of new accounting staff, an increase in taxes and benefits of $30,672, and an increase in stock appreciation rights of $2,885.

Current wording

Salary and benefits costs were $690,524 for the three months ended November 30, 2024, as compared to $441,102 for the same period in 2023, an increase of $249,422, or 57%. The increase was comprised of an increase in salaries of $177,289 resulting from the conversion of booking engine contractors to full-time employees, as well as the addition of new accounting and development staff. an increase in taxes and benefits of $48,831, and an increase in stock appreciation rights of $23,302.

Previous wording

Stock-based compensation was $13,841 for the three months ended August 31, 2024, as compared to $0 for the same period in 2023, an increase of $13,841. This increase was a result of the assumption of employee stock options in connection with the reverse acquisition of Sigma Additive Solutions in December 2023.

Current wording

Stock-based compensation was $6,227 for the three months ended November 30, 2024, as compared to $0 for the same period in 2023, an increase of $6,227. This increase was a result of the assumption of employee stock options in connection with the reverse acquisition of Sigma Additive Solutions in December 2023.

Previous wording

We incurred general and administrative costs of $21,677 during the three months ended August 31, 2024, as compared to $128,955 in the same period in 2023, a decrease of $107,278, or 83%. The decrease was primarily the result of a decrease in rent expense in 2023 of $34,587, a decrease in broker fees of $36,746, a decrease in administrative services fees of $27,784, a decrease in travel expense of $3,469 and a decrease in telephone expense of $5,150.

Current wording

We incurred general and administrative costs of $31,533 during the three months ended November 30, 2024, as compared to $104,878 in the same period in 2023, a decrease of $73,345, or 70%. The decrease was primarily the result of a decrease in rent expense of $42,814, a decrease in broker fees of $27,387, and a decrease in licenses and permits of $2,920.

Previous wording

We incurred technology costs of $141,022 during the three months ended August 31, 2024, as compared to $83,786 during the same period in 2023. The increase of $57,236, or 68%, was primarily attributable to an increase in dues and subscription services for external travel services used in connection with our booking engine, and cloud database and software expenses to host the booking engine.

Current wording

We incurred technology costs of $227,845 during the three months ended November 30, 2024, as compared to $56,669 during the same period in 2023. The increase of $171,176, or 302%, was primarily attributable to an increase of $40,350 in dues and subscription services for external travel services used in connection with our booking engine, a cloud database and software expenses to host the booking engine of $28,837, an increase in information technology services of $6,989, and an increase of $95,000 due to a service contract with Dooya Media Group as we prepare for the launch of Compass.TV

Previous wording

Professional service fees incurred during the three months ended August 31, 2024 were $372,027, as compared to $125,934 incurred during the same period in 2023, an increase of $246,093, or 195%. This increase was a result of: (a) an increase in investor relations expenses of $88,458; (b) an increase in accounting fees of $85,448 for audit and related financial services; (c) an increase in consultants contracted for services of $82,602 for management and administrative services related to the company’s media initiatives, special projects including establishing travel related partnerships, and maintenance and bug fixes with the booking engine. Partially offsetting the increases was a decrease in legal expenses of $10,415.

Current wording

Professional service fees incurred during the three months ended November 30, 2024 were $517,760, as compared to $244,128 incurred during the same period in 2023, an increase of $273,632, or 112%. This increase was a result of: (a) an increase in investor relations expenses of $99,786 due to increased shareholder engagement initiatives; (b) an increase in accounting fees of $19,238 for audit and related financial services; (c) an increase in consultants contracted for services of $34,445 for management and administrative services related to the company’s media initiatives, special projects including establishing travel related partnerships, and maintenance and bug fixes with the booking engine; (d) an increase in legal fees of $44,163 related to our proposed capital raise; and (e) an increase in lending fees of $76,000 in connection with bridge loans.

Previous wording

Organizational costs for the three months ended August 31, 2024 were $80,452, as compared to $0 for the same period in 2023, an increase of $80,452. The increase resulted primarily from directors’ compensation, and shareholder services expenses including transfer agent fees, and filing services.

Current wording

Organizational costs for the three months ended November 30, 2024 were $40,030, as compared to $0 for the same period in 2023, an increase of $40,030. The increase resulted primarily from directors’ compensation, and shareholder services expenses including transfer agent fees, and filing services.

Previous wording

Depreciation and amortization expense for the three months ended August 31, 2024 was $95,414, as compared to $331,549 for the same period in 2023, a decrease of $236,135, or 71%. The decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible assets as compared to the same period in 2023.

Current wording

Depreciation and amortization expense for the three months ended November 30, 2024 was $148,803, as compared to $273,040 for the same period in 2023, a decrease of $124,237, or 46%. The decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible assets as compared to the same period in 2023.

Previous wording

Other operating expenses were $63,796 for the three months ended August 31, 2024, as compared to $ 10,001 for the same period in 2023. The $53,795 increase was primarily due to an increase in insurance expense of $35,921, and an increase in bank and merchant processing fees of $17,873.

Current wording

Other operating expenses were $78,160 for the three months ended November 30, 2024, as compared to $13,385 for the same period in 2023. The $64,775 increase was primarily due to an increase in insurance expense of $66,770 and an increase in filing fees of $5,000; partially offset by a decrease in bank and merchant processing fees of $6,995.

Previous wording

In the six months ended August 31, 2024, we realized net other expense of $99,452, as compared to net other expense of $139,151 in the same period in 2023. The decrease in net other income of $39,699 was primarily due to a decrease in interest expense associated with convertible loans due to their conversion in December 2023.

Current wording

In the three months ended November 30, 2024, we realized net other expense of $236,302, as compared to net other expense of $77,159 in the same period in 2023. The increase in net other expense of $159,143 was primarily due to an increase interest expense and the amortization of the debt discount associated with bridge loans obtained in the third quarter.

Previous wording

In the six months ended August 31, 2024, the net loss from continuing operations totaled $3,521,145, as compared to a net loss from continuing operations of $2,256,134 for the same period in 2023. The operating loss component increased by $1,304,710 in 2024, partially offset by a decrease in the other loss component of $39,699.

Current wording

In the three months ended November 30, 2024, the net loss from continuing operations totaled $2,009,829 as compared to a net loss from continuing operations of $1,308,262 for the same period in 2023, an increase of $701,567

Previous wording

Our net loss applicable to common stockholders for the three months ended August 31, 2024, was $1,545,338, as compared to $1,160,763 for the same period in 2023, an increase of $384,575, or 33%. The increase was primarily attributable to an increase in operating loss from continued operations of 382,291, an increase in preferred dividends of $10,688, and a loss from discontinued operations of $1,131, partially offset by a decrease in other expense of $9,535.

Current wording

Our net loss applicable to common stockholders for the three months ended November 30, 2024, was $2,019,951, as compared to $1,308,262 for the same period in 2023, an increase of $711,689, or 54%. The increase was primarily attributable to an increase in operating loss from continued operations of $542,424, an increase in preferred dividends of $10,688, and an increase in other expenses of $159,143, partially offset by a net gain on discontinued operations of $566.

Previous wording

During the three months ended August 31, 2024, we recognized revenue of $154,498, as compared to $27,663 in the same period in 2023, an increase of $126,835, or 459%. The increase was primarily due to the implementation of the BookIt asset as well as the integration of Expedia into our booking engine, NXT 2.0. Expedia significantly increased our product offering from 12-15 hotel chains to over 250,000 properties worldwide, including hotels, resorts, and alternative accommodations.

Current wording

During the nine months ended November 30, 2024, we recognized revenue of $417,926, as compared to $253,014 in the same period in 2023, an increase of $164,912, or 65%. The increase was primarily due to the implementation of the BookIt asset as well as the integration of Expedia into our booking engine, NXT 2.0. Expedia significantly increased our product offering from 12-15 hotel chains to over 250,000 properties worldwide, including hotels, resorts, and alternative accommodations.

Previous wording

Our cost of revenue for the six months ended August 31, 2024 was $329,036, as compared to $41,452 for the same period in 2023, an increase of $287,584, or 694%. The increase was primarily attributable to the increase in sales from the launch of NXT 2.0 in the second quarter of 2024 as compared to the second quarter of 2023.

Current wording

Our cost of revenue for the nine months ended November 30, 2024 was $405,788, as compared to $203,524 for the same period in 2023, an increase of $202,264, or 99%. The increase was primarily attributable to the increase in sales from the launch of NXT 2.0 in the third quarter of 2024 as compared to the third quarter of 2023.

Previous wording

Our total operating expenses for the six months ended August 31, 2024 were $3,435,948, as compared to $2,122,756 for the same period in 2023, an increase of $1,313,192, or 62%. The increase was primarily attributable to the relaunch of the NXT 2.0 booking engine in March of 2024, as well as the integration of Sigma, and the transition to public company status.

Current wording

Our total operating expenses for the nine months ended November 30, 2024 were $5,207,359, as compared to $3,397,576 for the same period in 2023, an increase of $1,809,783, or 55%. The increase was primarily attributable to the relaunch of the NXT 2.0 booking engine in March of 2024, as well as the integration of Sigma, and the transition to public company status.

Previous wording

Salary and benefits costs were $1,255,511 for the six months ended August 31, 2024, as compared to $768,555 for the same period in 2023, an increase of $486,956, or 63%. The increase was comprised of an increase in salaries and benefits of $446,629 due to the conversion of contractors to employees and new accounting staff, and an increase in taxes and benefits of $59,824. Partially offsetting the increase was a decrease in SAR expense of $19,497 due to the revaluation in March of 2024.

Current wording

Salary and benefits costs were $1,946,035 for the nine months ended November 30, 2024, as compared to $1,209,658 for the same period in 2023, an increase of $736,377, or 61%. The increase was comprised of an increase in salaries of $600,736 due to the conversion of contractors to employees and new accounting and development staff, and an increase in taxes and benefits of $131,835 and an increase in SAR expense of $3,806.

Previous wording

Stock-based compensation was $30,235 for the six months ended August 31, 2024, as compared to $0 for the same period in 2023, an increase of $30,235. This increase was a result of the assumption of employee stock options in connection with the reverse acquisition of Sigma in December 2023.

Current wording

Stock-based compensation was $36,463 for the nine months ended November 30, 2024, as compared to $0 for the same period in 2023, an increase of $36,463. This increase was a result of the assumption of employee stock options in connection with the reverse acquisition of Sigma in December 2023.

Previous wording

We incurred general and administrative costs of $49,231 during the six months ended August 31, 2024, as compared to $198,058 in the same period in 2023, a decrease of $148,827, or 75%. The decrease was primarily the result of a decrease in rent expense of $68,027, broker fees of $36,746, administrative fees of $34,860, telephone expenses of $8,772 and travel expenses of $4,859. Partially offsetting the decrease was an increase in licenses and filing fees of $4,437.

Current wording

We incurred general and administrative costs of $80,764 during the nine months ended November 30, 2024, as compared to $302,936 in the same period in 2023, a decrease of $222,172, or 73%. The decrease was primarily the result of (a) a decrease in rent expense of $111,735; (b) a decrease in broker fees of $64,133; (c) a decrease in administrative fees of $36,469; (d) a decrease in telephone expenses of $6,915; and,(e) a decrease travel expenses of $4,436. Partially offsetting the decrease was an increase in licenses and permit fees of $1,516.

Previous wording

We incurred marketing costs of $207,536 during the six months ended August 31, 2024, as compared to $90,539 during the same period in 2023. The increase of $116,997, or 129%, was primarily due to the relaunch of our NXT 2.0 booking engine in March of 2024 and ongoing maintenance with Travel Magazine. Marketing and advertising expenses increased by $40,870, third party contracted marketing services increased by $74,590, and Travel Magazine costs increased by $1,537.

Current wording

We incurred marketing costs of $238,065 during the nine months ended November 30, 2024, as compared to $232,157 during the same period in 2023. The increase of $5,908, or 3%, was primarily due to the ongoing maintenance for the relaunch of NXT 2.0Third party contracted marketing services increased by $95,605, partially offset by Travel Magazine costs that decreased by $17,563, and a decrease in marketing and advertising expenses of $72,954 due to absence of a Black Friday campaign this year

Previous wording

We incurred technology costs of $325,691 during the six months ended August 31, 2024, as compared to $119,680 during the same period in 2023. The increase of $206,011, or 172%, was primarily attributable to an increase in dues and subscription services of $157,621 for external travel services used in connection with our booking engine, and an increase cloud database and software expenses of $48,790 to host the booking engine.

Current wording

We incurred technology costs of $553,536 during the nine months ended November 30, 2024, as compared to $176,349 during the same period in 2023. The increase of $377,187, or 214%, was primarily attributable to an increase in dues and subscription services of $197,972 for external travel services used in connection with our booking engine, an increase cloud database and software expenses of $77,626 to host the booking engine, an increase in information technology services of $6,589, and an increase for a service contract with Dooya Media Group for $95,000.

Previous wording

Professional service fees incurred in the six months ended August 31, 2024 were $895,900, as compared to $260,304 incurred during the same period in 2023, an increase of $635,596, or 244%. This increase was a result of: (a) an increase in investor relations expenses of $209,946; (b) an increase in legal expense of $163,495 due to the reverse acquisition and associated transactions; (c) an increase in accounting fees of $110,510 for audit and related financial services; and (d) an increase in consultants contracted for services of $151,645 for management and administrative services related to the company’s media initiatives, special projects including establishing travel related partnerships,

Current wording

Professional service fees incurred in the nine months ended November 30, 2024 were $1,413,660, as compared to $504,431 incurred during the same period in 2023, an increase of $909,229, or 180%. This increase was a result of: (a) an increase in investor relations expenses of $159,786 due to increased shareholder engagement initiatives; (b) an increase in legal expense of $207,659 related to our proposed public offering and bridge financings; (c) an increase in accounting fees of $129,748 for audit and related financial services; (d) an increase in consultants contracted for services of $336,036 for management and administrative services related to the company’s media initiatives, special projects including establishing travel related partnerships; and (e) an increase in lending fees of $76,000 in connection with bridge financings.

Previous wording

Organizational costs for the six months ended August 31, 2024, were $109,189, as compared to $0 for the same period in 2023, an increase of $109,189. The increase resulted primarily from directors compensation, and shareholder services expenses including transfer agent fees, and filing services.

Current wording

Organizational costs for the nine months ended November 30, 2024, were $149,219, as compared to $0 for the same period in 2023, an increase of $149,219. The increase resulted primarily from directors compensation, and shareholder services expenses including transfer agent fees, and filing services.

Previous wording

Depreciation and amortization expense for the six months ended August 31, 2024 was $383,000, as compared to $667,889 for the same period in 2023, a decrease of $284,889, or 43%. The decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible assets as compared to the same period in 2023.

Current wording

Depreciation and amortization expense for the nine months ended November 30, 2024 was $531,803, as compared to $940,930 for the same period in 2023, a decrease of $409,127, or 43%. The decrease was primarily due to no new equipment purchases and an increase in fully amortized intangible assets as compared to the same period in 2023.

Previous wording

Other operating expenses were $179,655 for the six months ended August 31, 2024, as compared to $17,731 for the same period in 2023. The $161,924 increase was primarily due to the additional cost for insurance of $124,079, an increase in merchant processing fees of $33,765, and an increase in filing and other fees of $4,080.

Current wording

Other operating expenses were $257,814 for the nine months ended November 30, 2024, as compared to $31,115 for the same period in 2023. The $226,699 increase was primarily due to the additional cost for insurance of $190,850, an increase in merchant processing fees of $27,454, and an increase in filing and other fees of $8,395.

Previous wording

In the three months ended August 31, 2024, we realized net other expense of $64,227, as compared to net other expense of $73,762 in the same period in 2023. The decrease in net other income of $9,535 was primarily due to a decrease in interest expense associated with convertible loans as a result of their conversion in December 2023.

Current wording

In the nine months ended November 30, 2024, we realized net other expense of $335,754, as compared to net other expense of $216,310 in the same period in 2023. The increase in net other expense of $119,444 was primarily due to an increase in interest expense associated with bridge loans and the amortization of the debt discount in the third quarter of 2024.

Previous wording

Preferred dividends for the six months ended August 31, 2024 were $21,376, as compared to $0 for the same period in 2023. The increase was due to dividends associated with outstanding shares of Series E Preferred Stock assumed in the reverse acquisition of Sigma.

Current wording

Preferred dividends for the nine months ended November 30, 2024 were $32,063, as compared to $0 for the same period in 2023. The increase was due to dividends associated with outstanding shares of Series E Preferred Stock assumed in the reverse acquisition of Sigma.

Previous wording

In the three months ended August 31, 2024, the net loss from continuing operations totaled $1,533,519 as compared to a net loss from continuing operations of $1,160,763 for the same period in 2023. The operating loss component increased by $382,291 in 2024, partially offset by a decrease in the other loss component of $9,535.

Current wording

In the nine months ended November 30, 2024, the net loss from continuing operations totaled $5,530,975, as compared to a net loss from continuing operations of $3,564,396 for the same period in 2023. an increase of $1,966,579 in 2024,

Previous wording

The net gain from discontinued operations of $7,778 for the six months ended August 31, 2024 consisted primarily of revenue of $14,731 from legacy Sigma customers, and a gain of $6,011 from the settlement of a trade accounts payable at a discount, partially offset by expenses of $12,964 consisting of legal expenses, termination of a subscription contract, and Sigma’s legacy investor relations website.

Current wording

The net gain from discontinued operations of $8,344 for the nine months ended November 30, 2024 consisted primarily of revenue of $14,731 from legacy Sigma customers, and a gain of $6,576 from the settlement of a trade accounts payable at a discount, partially offset by expenses of $12,963 consisting of legal expenses, termination of a subscription contract, and Sigma’s legacy investor relations website.

Previous wording

Our net loss applicable to common stockholders for the six months ended August 31, 2024 was $3,534,743, as compared to $2,256,134 for the same period in 2023, an increase of $1,278,609, or 57%. The increase was primarily attributable to an increase in operating loss from continued operations of $1,304,710 and an increase in preferred dividends of $21,376, partially offset by a gain from discontinued operations of $7,778, and a decrease in other expense of $39,699.

Current wording

Our net loss applicable to common stockholders for the nine months ended November 30, 2024 was $5,554,694, as compared to $3,564,396 for the same period in 2023, an increase of $1,990,298, or 56%. The increase was primarily attributable to an increase in operating loss from continued operations of $1,847,135, an increase in other expense of $119,444, and an increase in preferred dividends of $32,063, partially offset by a gain from discontinued operations of $8,344.

Previous wording

As of August 31, 2024, we had $102,006 in cash and a working capital deficit of $3,664,705, as compared with $323,805 in cash and a working capital deficit of $262,005 as of February 29, 2024. Additionally, at August 31, 2024, the amount due under our notes payable to related parties totaled $2,718,594.

Current wording

As of November 30, 2024, we had $15,385 in cash and a working capital deficit of $(4,869,586), as compared with $323,805 in cash and a working capital deficit of $(262,005) as of February 29, 2024. Additionally, at November 30, 2024, the amount due under our notes payable to related parties totaled $2,970,405.

Previous wording

Between September 1, 2024 and October 11, 2024, additional net related party advances totaled $80,060, and the aggregate outstanding principal balance of related party advances as of October 11, 2024 was $2,802,654.

Current wording

Between December 1, 2024 and January 10, 2025, additional net related party advances under promissory notes totaled $16,667, and the aggregate outstanding principal balance of related party promissory notes as of January 10, 2025 was $1,174,131 after giving effect to repayments of $62,940 and the $1,750,000 of debt conversions on December 31, 2024.

Previous wording

Net cash used in operating activities from continuing operations for the six months ended August 31, 2024 totaled $1,960,326, as compared to $1,393,118 during the same period in 2023, an increase of $567,208, or 41%.

Current wording

Net cash used in operating activities from continuing operations for the nine months ended November 30, 2024 totaled $3,143,697, as compared to $2,265,048 during the same period in 2023, an increase of $878,649, or 39%. Net cash provided from discontinued operations totaled $8,344 for the nine months ended November 30, 2024, as compared to $0 during the same period in 2023.

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

On December 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 231,788 shares of Series J Convertible Preferred Stock at $3.02 per share, for total consideration of $700,000.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

During the six months ended August 31, 2024, we recognized revenue of $343,291, as compared to $47,225 in the same period in 2023, an increase of $296,066, or 627%. The increase was primarily due to the implementation of the BookIt asset as well as the integration of Expedia into our booking engine, NXT 2.0. Expedia significantly increased our product offering from 12-15 hotel chains to over 250,000 properties worldwide, including hotels, resorts, and alternative accommodations.