NextTrip, Inc.
For the period ended Nov 30, 2025. Filed Jan 14, 2026.
View on SEC.govAbout 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, 2025 · Filed Jan 14, 2026
NTRP$1.12+3.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-08-31; filed 2025-10-15.
0001493152-25-018172
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-11-30; filed 2026-01-14.
0001493152-26-002276
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe 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 172 previous paragraphs and 180 current paragraphs.
122 unchanged; 44 reworded; 14 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 14 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 (14)
Current report
Segments
Current report
Segment reporting is considered a critical accounting policy because it requires management to exercise judgment in identifying operating segments, determining how those segments are aggregated into reportable segments, and determining the information reviewed by our Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance. Our determination of reportable segments is based on multiple factors, including the nature of the products and services offered, the types of customers served, the economic characteristics of each business, and the manner in which financial information is reviewed by our CODM. Our CODM is our Chief Executive Officer.
Current report
In response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. This change was driven primarily by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv, which expanded our media operations. As a result of these changes, we updated our internal reporting structure and, beginning in the third quarter of fiscal year 2026, we report our financial performance based on two reportable segments: Travel and Media.
Current report
Our Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY.tv, a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”) and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine, an online travel magazine that provides articles, tips, guides, and inspiration for travelers. We leverage our media brands as strategic tools to generate travel bookings by integrating content, marketing, and booking technology, as well as to generate advertising revenues from third-party content.
Current report
Our primary measure of segment performance is Operating Income (Loss). Operating Income (Loss) for the Travel and Media segments includes direct expenses attributable to each segment, as well as allocations of certain expenses, primarily salaries and benefits, third-party contractors, sales and marketing, and technology costs. These allocations are based primarily on transaction volumes and other usage-based metrics. Shared corporate expenses, including accounting, human resources, certain information technology costs, legal, audit, investor relations, directors’ compensation, stock-based compensation expense, amortization of intangible assets, and corporate development costs, are not allocated to the reportable segments and are included within Corporate.
Current report
Because the Travel and Media segments were newly formed during fiscal year 2026, the financial reporting framework supporting segment reporting continues to evolve. While the CODM currently uses Operating Income (Loss) in the monthly financial review process to assess segment performance, he is continuing to review and refine the nature, level of detail, and frequency of the financial information provided in order to determine how it will ultimately be used in decision-making, including resource allocation, budgeting, forecasting, and performance evaluation. As the segments mature, the metrics reviewed by the CODM, the cost allocation methodologies applied, and the presentation of segment information may change to better reflect how the business is managed.
Current report
The CODM does not regularly review asset information by segment, and as a result, depreciation and amortization are excluded from the segment performance measure. Accordingly, we do not report segment assets, as such information would not be meaningful.
Current report
The change in reportable segments did not result from a change in accounting principle, but rather reflects a change in internal reporting and management approach following fiscal year 2026 acquisitions and expanded business activities. Segment information for prior periods has been recast to conform to the current presentation to provide consistency and comparability across periods. Any future refinements to segment reporting will reflect changes in management’s internal reporting and decision-making processes rather than changes in accounting principles. When applicable, we will disclose such changes and recast prior-period segment information as necessary to maintain comparability.
Current report
Salary and benefits costs were $669,131 for the three months ended November 30, 2025, as compared to $690,524 for the same period in 2024, a decrease of $21,393, or -3%. The decrease was comprised of: (a) a decrease in stock appreciation rights expense of $24,593 due to revaluation; and (b) a decrease in salaries of $11,077 due to the replacement of two executive positions with international contractors whose costs are now reflected in professional services. These decreases were partially offset by an increase in payroll taxes and benefits expense of $8,407, an increase in severance of $4,375 and an increase in commission expense of $1,497.
Current report
In the three months ended November 30, 2025, our operating loss totaled $3,084,782, as compared to an operating loss of $1,773,527 for the same period in 2024, an increase of $1,311,255, or 74%. The increase is due to the Media segment operating loss of $466,889, partially offset by a decrease in the Travel segment operating loss of $179,248. Additionally, the Corporate operating loss increased by $1,023,614.
Current report
Organizational costs for the nine months ended November 30, 2025, were $2,524,676, as compared to $149,219 for the same period in 2024, an increase of $2,375,457. The increase is primarily attributable to fully vested stock options granted to former directors and compensation for one additional board member. Of the total organization costs of $2,524,676 for the nine months ended November 30, 2025, $2,368,709, or 94%, were incurred as non-cash expenses and primarily relate to stock options granted to former directors of the Company.
Current report
In the nine months ended November 30, 2025, our operating loss totaled $10,927,394, as compared to an operating loss of $5,195,221 for the same period in 2024 an increase of $5,732,173, or 110%. The increase is due to the Media segment operating loss of $1,110,007, partially offset by a decrease in the Travel segment operating loss of $426,227. Additionally, the Corporate operating loss increased by $5,048,393.
Current report
During the third quarter, we entered into a series of securities purchase agreements with private investors, whereby we raised $2,075,300 in proceeds, as well as $387,000 in proceeds from the sale of short-term promissory notes.
Current report
On December 22, 2025, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to issue and sell, in a private placement 1,000,000 shares of the Company’s Common Stock, and common stock warrants (the “Warrants”) to purchase 1,000,000 shares of Common Stock (the “Offering”). The Offering resulted in gross proceeds of $3,000,000 before deducting the placement agent’s fees and related offering expenses.
Removed paragraphs (6)
Previous report
Salary and benefits costs were $695,538 for the three months ended August 31, 2025, as compared to $628,759 for the same period in 2024, an increase of $66,779, or 11%. The increase was comprised of: (a) an increase in salaries of $43,823 due to the addition of two FSA employees pursuant to the acquisition; (b) an increase in taxes and benefits of $25,270; and(c) an increase in SAR expense of $2,493; these increases were partially offset by a decrease in severance expense of $4,808.
Previous report
Organizational costs for the three months ended August 31, 2025, were $470,105, as compared to $80,452 for the same period in 2024, an increase of $389,653. The increase is primarily attributable to the issuance of stock options to former directors as compensation for their services.
Previous report
The net loss from discontinued operations for the three months ended August 31, 2025 was $0 as compared to $1,131 for the same period in 2024.
Previous report
The net gain on discontinued operations for the six months ended August 31, 2025 was $0 as compared to $7,778 for the same period in 2024.
Previous report
On September 26, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $269,000. The note includes an OID of $37,000, and bears a one-time interest charge of 13%, which was applied on the issuance date to the principal. The note is payable in five installments, with the first payment in the amount of $151,985 due on March 30, 2026, and the remaining four equal installments of $21,484 are due on the 30 th of each of the next four successive months. The note may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC.
Previous report
On October 8, 2025, the Company entered into a securities purchase agreement with Caesar Capital Group LLC, pursuant to which the Company issued and sold 62,500 shares of common stock at a purchase price of $3.20 per share, resulting in total proceeds of $200,000.
Reworded paragraphs (44)
Previous wording
We are in the earliest stages of commercial operations.
Current wording
We are in the early stages of commercial operations.
Previous wording
Our revenue strategy and business model focuses on integrating our Media and Travel divisions, offering users a comprehensive ecosystem designed to guide and support them throughout the travel experience. Presently, we generate revenue through two core methods: travel bookings and advertising revenue.
Current wording
Our revenue strategy and business model focuses on integrating our Media and Travel segments, offering users a comprehensive ecosystem designed to guide and support them throughout the travel experience. Presently, we generate revenue through two core methods: travel bookings and advertising revenue.
Previous wording
We are building our own media and advertising ecosystem through Travel Magazine and Journy.tv. These media platforms are designed to allow users to explore and educate themselves on travel. The revenue strategy in the media division is two-pronged: (1) as the number of viewers/users grows, it drives the advertising rates we can charge third-parties to promote travel products and services to our audience and (2) outside of the direct advertising dollars generated from our media platforms which are expected to become a key driver of higher margin revenue than those earned from travel product sales, as the audience grows it will provide additional opportunities for us to promote ours own travel offerings to highly targeted viewers, thus lessening the need for spending significant marketing dollars through other mediums to attract consumers.
Current wording
We are building our own media and advertising ecosystem within our Media segment through Travel Magazine and JOURNY.tv. These media platforms are designed to allow users to explore and educate themselves on travel. The revenue strategy in the media division is two-pronged: (1) as the number of viewers/users grows, it drives the advertising rates we can charge third-parties to promote travel products and services to our audience and (2) outside of the direct advertising dollars generated from our media platforms which are expected to become a key driver of higher margin revenue than those earned from travel product sales, as the audience grows it will provide additional opportunities for us to promote ours own travel offerings to highly targeted viewers, thus lessening the need for spending significant marketing dollars through other mediums to attract consumers.
Previous wording
During the three months ended August 31, 2025, we recognized revenue of $757,648, as compared to $154,498 in the same period in 2024, an increase of $603,150, or 390%. The increase was primarily due to group travel-related revenues, a consortia payment, and commission income generated from Five Star Alliance (“FSA”) bookings.
Current wording
The increase in revenue for the three months ended November 30,2025 as compared to the same period in 2024 was primarily due to group travel-related revenues, a consortia payment, and commission income generated from Five Star Alliance (“FSA”) bookings. Additionally, our Media segment generated $21,098 from direct advertising sales.
Previous wording
Our cost of revenue for the three months ended August 31, 2025 was $592,073, as compared to $155,455 for the same period in 2024, an increase of $436,618, or 281%. The increase was primarily attributable to the increase in sales from the second quarter of 2025 as compared to the second quarter of 2024.
Current wording
Our cost of revenue for the three months ended November 30, 2025 was $982,652, as compared to $76,751 for the same period in 2024, an increase of $905,901, or 1,180. The increase was primarily attributable to the increase in sales from the third quarter of 2025 as compared to the third quarter of 2024.
Previous wording
Our gross margin for the three months ended August 31, 2025 was 21.9%, as compared to (0.6%) for the same period in 2024. The improvement in gross margin is primarily attributable to FSA travel bookings and group travel bookings.
Current wording
Our gross margin for the three months ended November 30, 2025 was 18%, as compared to (-3%) for the same period in 2024. The improvement in gross margin is primarily attributable to FSA travel bookings and group travel bookings.
Previous wording
Our total operating expenses for the three months ended August 31, 2025 were $3,368,452, as compared to $1,468,335 for the same period in 2024, an increase of $1,900,117, or 129%. The increase was primarily attributable to stock options granted to the Company’s former directors and an increase in professional services expenses, as further discussed below. Non-cash expenses, primarily consisting of stock based compensation, stock options granted to former directors, common and preferred shares issued to third parties for services, and depreciation and amortization totaled $1,271,354, or 37.7% of our operating expenses for the three months ended August 31, 2025, and $172,473, or 11.8% of our operating expenses for the same period in 2024.
Current wording
Our total operating expenses for the three months ended November 30, 2025 were $3,302,260, as compared to $1,771,411 for the same period in 2024, an increase of $1,530,849, or 86%. The increase was primarily attributable to an increase in professional services, an increase in technology services, and an increase in depreciation and amortization expenses, as further discussed below. Non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common and preferred shares issued to third parties for services, and depreciation and amortization totaled $1,324,807, or 40% of our operating expenses for the three months ended November 30, 2025, and $189,716, or 11% of our operating expenses for the same period in 2024.
Previous wording
Stock-based compensation was $0 for the three months ended August 31, 2025, as compared to $13,841 for the same period in 2024, a decrease of $13,841 as all outstanding options are fully vested and no new options were granted during the period.
Current wording
Stock-based compensation was $0 for the three months ended November 30, 2025, as compared to $6,227 for the same period in 2024, a decrease of $6,227 as all outstanding options are fully vested and no new options were granted during the period.
Previous wording
We incurred general and administrative costs of $31,736 during the three months ended August 31, 2025, as compared to $21,677 in the same period in 2024, an increase of $10,059, or 46%. The increase was primarily the result of $12,110 in travel expenses incurred for a conference, partially offset by a decrease in rent expense of $2,051.
Current wording
We incurred general and administrative costs of $62,094 during the three months ended November 30, 2025, as compared to $31,533 in the same period in 2024, an increase of $30,561, or 97%. The increase was primarily the result of: (a) $17,013 for various compliance fees and minimum payments associated with California state tax filings; and (b) travel expenses incurred for multiple conferences of $13,039, (c) an increase in office related expenses of $509.
Previous wording
We incurred marketing costs of $174,444 during the three months ended August 31, 2025, as compared to $51,347 during the same period in 2024. The increase of $123,097, or 240%, was due to increase in expenses associated with the enhancement of the Travel Magazine website of $77,600 aimed at driving traffic and generating business across all of our brands, an increase in media consulting expenses of $27,410 due to the engagement of a social media influencer agency for Journy.tv, an increase in outside marketing services of $15,203, and an increase in marketing and advertising expenses of $2,884.
Current wording
We incurred marketing costs of $60,080 during the three months ended November 30, 2025, as compared to $30,529 during the same period in 2024. The increase of $29,551, or 97%, was due to an increase in external marketing services of $19,039, an increase in media consulting expenses of $14,739 due to the engagement of a social media influencer agency for JOURNY.tv; partially offset by a decrease in email marketing expenses of $4,227.
Previous wording
Professional service fees incurred in the three months ended August 31, 2025 were $1,429,072, as compared to $372,027 incurred during the same period in 2024, an increase of $1,057,045, or 284%. This increase was a result of: (a) an increase in investor relations expenses of $394,075 due to the renewal of existing contracts plus the addition of three new contracts; (b) an increase in legal fees of $260,217 due to services related to various regulatory filings and acquisitions; (c) an increase in consulting fees of $231,424 for business development initiatives; (d) an increase in contract labor related to Journy.tv and operations of $93,932; (e) an increase in accounting expenses of $53,397 due to technical accounting services related to the acquisition of FSA and Journy.tv.; and (f) an increase in lending fees of $24,000 related to bridge loan financings.
Current wording
Professional service fees incurred in the three months ended November 30, 2025 were $1,787,116 as compared to $517,760 incurred during the same period in 2024, an increase of $1,269,356, or 245%. This increase was a result of: (a) an increase in investor relations expenses of $785,833 due to the renewal of existing contracts plus the addition of three new contracts; (b) an increase in contract labor of $294,504 related to JOURNY.tv and operations; (c) an increase in consulting fees of $183,394 for business development initiatives; (d) an increase in accounting expenses of $43,860 due to technical accounting services related to the acquisition of TA Pipeline.; partially offset by a decrease in lending fees of $37,000 related to bridge loan financings and a decrease in legal fees of $1,235. Of the total professional service fees of $1,787,116 for the three months ended November 30, 2025, $1,053,400, or 59%, were incurred as non-cash expenses.
Previous wording
We incurred technology costs of $267,021 during the three months ended August 31, 2025, as compared to $141,022 during the same period in 2024. The increase of $125,999, or 89%, was primarily attributable to: (a) an increase in expenses in connection with Journy.tv of $98,599 for content licensing; (b) an increase in dues and subscriptions expense of $11,101 primarily related to the integration of our new CRM and business management system, Zoho One; (c) an increase of $9,690 in cloud database expenses related to the addition of hosting FSA; (d) an increase in information technology and computer expenses of $6,276; and (e) an increase in software expenses of $333.
Current wording
We incurred technology costs of $310,217 during the three months ended November 30, 2025, as compared to $227,845 during the same period in 2024. The increase of $82,372, or 36%, was primarily attributable to: (a) an increase in expenses in connection with JOURNY.tv of $45,735 for content licensing; (b) an increase in dues and subscriptions expense of $39,204 primarily related to integration of a new customer relationship management and business management system, Zoho One, as well as the addition of dues and subscription expenses from the acquired businesses; and (c) an increase in information technology services of $6,802 for outsourcing service work.; partially offset by a decrease in cloud database expenses of $7,952 and a decrease in software license expenses of $1,417.
Previous wording
Organizational costs for the six months ended August 31, 2025, were $2,469,775, as compared to $109,189 for the same period in 2024, an increase of $2,360,586. The increase is primarily attributable to fully vested stock options granted to former directors.
Current wording
Organizational costs for the three months ended November 30, 2025, were $54,901, as compared to $40,030 for the same period in 2024, an increase of $14,871, or 37%. The increase is primarily attributable to compensation for one additional board member and a timing difference in the annual meeting.
Previous wording
Depreciation and amortization expense for the three months ended August 31, 2025 was $216,625, as compared to $95,414 for the same period in 2024, an increase of $121,211, or 127%. The increase was primarily due to commencing amortization of Journy.tv, and the FSA tradename and software.
Current wording
Depreciation and amortization expense for the three months ended November 30, 2025 was $272,628, as compared to $148,803 for the same period in 2024, an increase of $123,825, or 83%. The increase was primarily due to commencing amortization of JOURNY.tv, and the FSA and TA Pipeline tradename, software, and agreements.
Previous wording
Other operating expenses were $83,911 for the three months ended August 31, 2025, as compared to $63,796 for the same period in 2024. The $20,115 increase was primarily due to a timing difference in billing for D&O and other insurance of $14,572 and an increase in merchant processing fees of $5,543, primarily related to TA Pipeline.
Current wording
Other operating expenses were $86,093 for the three months ended November 30, 2025, as compared to $78,160 for the same period in 2024. The $7,933 increase was primarily due to an increase in merchant processing fees of $27,771 primarily related to TA Pipeline; partially offset by a decrease in D&O insurance premiums of $17,931, and a decrease in other miscellaneous fees of $1,907.
Previous wording
During the three months ended August 31, 2025, we realized net other income of $304,722, as compared to net other expense of $64,227 in the same period in 2024. The increase in net other income of $368,949 was primarily due to a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. promissory note receivable of $583,000, and the August 31, 2025 revaluation of the derivative liability, which decreased the liability by $10,000, partially offset by (a) interest expense of $171,105 in connection the amortization of the debt discount associated with bridge loans and (b) interest expense associated with notes payable and other expenses of $52,946.
Current wording
During the three months ended November 30, 2025, we realized net other expense of $190,784, as compared to net other expense of $236,302 in the same period in 2024. The decrease in net other expense of $45,518 was primarily due to a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. resulting in other income of $149,517, and the November revaluation of the derivative liability, which decreased the liability by $40,000, partially offset by (a) interest expense of $88,459 in connection the amortization of the debt discount associated with bridge loans; (b) interest expense associated with notes payable and other expenses of $30,040; and (c) loss on extinguishment of debt of $25,500.
Previous wording
Preferred dividends for the three months ended August 31, 2025 were $183,263 as compared to $10,688 for the same period in 2024. The increase was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in December 2024 and February 2025.
Current wording
Preferred dividends for the three months ended November 30, 2025 were $10,689, as compared to $10,688 for the same period in 2024.
Previous wording
In the three months ended August 31, 2025, the net loss from continuing operations totaled $2,898,155, as compared to a net loss from continuing operations of $1,533,519 for the same period in 2024 an increase of $1,364,636. The operating loss component increased by $1,733,585 in 2025, partially offset by an increase in the other income component of $368,949.
Current wording
In the three months ended November 30, 2025, the net loss from continuing operations totaled $3,275,566, as compared to a net loss from continuing operations of $2,009,829 for the same period in 2024 an increase of $1,265,737. The operating loss component increased by $1,311,255 in 2025, partially offset by a decrease in the other expense component of $45,518.
Previous wording
Our net loss applicable to common stockholders for the three months ended August 31, 2025, was $3,081,418, as compared to $1,545,338 for the same period in 2024, an increase of $1,536,080, or 99%. The increase was primarily attributable to an increase in operating loss from continued operations of $1,733,585 and an increase in preferred dividends of $172,575; partially offset by an increase in other income of $368,949 and a decrease in the loss from discontinued operations of $1,131.
Current wording
Our net loss applicable to common stockholders for the three months ended November 30, 2025, was $3,286,255, as compared to $2,019,951 for the same period in 2024, an increase of $1,266,304, or 63%. The increase was primarily attributable to an increase in operating loss from continued operations of $1,311,255, a decrease in gain on discontinued operations of $566; partially offset by a decrease in other expense of $45,518.
Previous wording
Six Months Ended August 31, 2025 Compared to the Six Months Ended August 31, 2024
Current wording
Nine Months Ended November 30, 2025 Compared to the Nine Months Ended November 30, 2024
Previous wording
During the six months ended August 31, 2025, we recognized revenue of $896,475, as compared to $343,291 in the same period in 2024, an increase of $553,184, or 161%. The increase was primarily due to group travel-related revenues, a consortia payment, and commission income generated in connection with the Five Star Alliance luxury travel bookings.
Current wording
The increase in revenue for the nine months ended November 30, 2025 as compared to the same period in 2024 was primarily due to group travel-related revenues, a consortia payment, and commission income generated in connection with the Five Star Alliance luxury travel bookings. In addition, our Media segment generated $26,751, primarily from direct advertising sales.
Previous wording
Our cost of revenue for the six months ended August 31, 2025 was $691,994, as compared to $329,036 for the same period in 2024, an increase of $362,958, or 110%. The increase was primarily attributable to the increase in sales from the second quarter of 2025 as compared to the second quarter of 2024.
Current wording
Our cost of revenue for the nine months ended November 30, 2025 was $1,674,646, as compared to $405,788 for the same period in 2024, an increase of $1,268,858, or 313%. The increase was primarily attributable to the increase in sales from the third quarter of 2025 as compared to the third quarter of 2024.
Previous wording
Our gross margin for the six months ended August 31, 2025 was 22.8%, as compared to 4.2% for the same period in 2024. The improvement in gross margin is primarily attributable to FSA travel bookings and group travel bookings.
Current wording
Our gross margin for the nine months ended November 30, 2025 was 20%, as compared to 3% for the same period in 2024. The improvement in gross margin is primarily attributable to revenue from FSA travel bookings and group travel bookings which have higher margins than NextTrip travel bookings.
Previous wording
Our total operating expenses for the six months ended August 31, 2025 were $8,047,095, as compared to $3,435,948 for the same period in 2024, an increase of $4,611,147, or 134%. The increase was primarily attributable to stock options granted to former directors and an increase in professional services expenses, as further discussed below. Non-cash expenses, primarily consisting of stock based compensation, stock options granted to former directors, common and preferred shares issued to third parties for services, and depreciation and amortization totaled $4,251,469, or 52.8% of our operating expenses for the six months ended August 31, 2025, and $544,571, or 15.9% of our operating expenses for the same period in 2024.
Current wording
Our total operating expenses for the nine months ended November 30, 2025 were $11,349,353, as compared to $5,207,359 for the same period in 2024, an increase of $6,141,994 or 118%. The increase was primarily attributable to stock options granted to former directors and an increase in professional services expenses, as further discussed below. Non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common and preferred shares issued to third parties for services, and depreciation and amortization totaled $5,576,007, or 49% of our operating expenses for the nine months ended November 30, 2025, and $734,288, or 14% of our operating expenses for the same period in 2024.
Previous wording
Salary and benefits costs were $1,392,453 for the six months ended August 31, 2025, as compared to $1,255,511 for the same period in 2024, an increase of $136,942, or 11%. The increase was comprised of: (a) an increase in salaries of $69,637 due to the addition of two Five Star Alliance employees pursuant to the acquisition; (b) an increase in taxes and benefits of $46,160; (c) an increase in SAR expense of $17,189 due to a revaluation in April 2025; and (d) an increase in bonus and commission expense of $8,764; partially offset by a decrease in severance expense of $4,808.
Current wording
Salary and benefits costs were $2,061,580 for the nine months ended November 30, 2025, as compared to $1,946,035 for the same period in 2024, an increase of $115,545, or 6%. The increase was comprised of: (a) an increase in salaries of $58,560 due to the addition of two Five Star Alliance employees pursuant to the acquisition; (b) an increase in taxes and benefits of $54,562; and (c) an increase in bonus and commission expense of $9,827; partially offset by a decrease in SAR expense of $7,404.
Previous wording
Stock-based compensation was $138,325 for the six months ended August 31, 2025, as compared to $30,235 for the same period in 2024. This increase of $108,090. was due to a stock option grant to an employee that was fully vested on the date of the grant.
Current wording
Stock-based compensation was $138,325 for the nine months ended November 30, 2025, as compared to $36,463 for the same period in 2024. This increase of $101,862 was due to a stock option grant to an employee that was fully vested on the date of the grant.
Previous wording
We incurred general and administrative costs of $62,324 during the six months ended August 31, 2025, as compared to $49,231 in the same period in 2024, an increase of $13,093, or 27%. The increase was primarily the result of $21,460 in travel expenses incurred for conferences, partially offset by a decrease in payroll services fees of $7,712 as a result of changing payroll service providers, lower license and filing fees of $2,868, and lower rent expenses of $2,417.
Current wording
We incurred general and administrative costs of $124,418 during the nine months ended November 30, 2025, as compared to $80,764 in the same period in 2024, an increase of $43,654, or 54%. The increase was primarily the result of (a) $39,129 in travel expenses incurred for conferences; (b) an increase of $13,354 for various compliance fees and minimum payments for California state tax filings; (c) an increase in office expenses of $4,695; (d) an increase in telephone expense of $2,701; and (e) an increase in penalties associated with California State tax of $2,073; partially offset by a decrease in payroll services fees of $10,084 as a result of changing payroll service providers, and lower rent expenses of $8,214.
Previous wording
We incurred marketing costs of $264,479 during the six months ended August 31, 2025, as compared to $207,536 during the same period in 2024. The increase of $56,943, or 27%, was for a consulting contract for marketing services of $75,744, increased Travel Magazine expenses of $53,776 aimed at driving traffic and generating business across all of our brands, and an increase media consulting expenses of $27,410 due to the engagement of a social media influencer agency. Partially offsetting the increase was a decrease of $88,560 in fees previously incurred from a former media advertising firm, and a decrease in contract labor of $11,427 due to the completion of project-based initiatives.
Current wording
We incurred marketing costs of $324,560 during the nine months ended November 30, 2025, as compared to $238,065 during the same period in 2024. The increase of $86,495, or 36%, was for (a) an increase in a consulting contract for marketing services of $71,870; (b) increased Travel Magazine expenses of $53,776 aimed at driving traffic and generating business across all of our brands; (c) an increase in media consulting expenses of $21,946 due to the engagement of a social media influencer agency; (d) an increase in contract labor $7,612 due to the completion of project based initiatives; and (e) an increase in conference entrance fees of $2,005. Partially offsetting the increase was a decrease of $70,714 in fees previously incurred from a former media advertising firm.
Previous wording
Professional service fees incurred in the six months ended August 31, 2025 were $2,598,548, as compared to $895,900 incurred during the same period in 2024, an increase of $1,702,648, or 190%. This increase was a result of: (a) an increase in investor relations expenses of $851,425 due to renewal of existing contracts and the addition of three new investor relations firms; (b) an increase in consulting fees of $381,889 due to contracts for services related to business development; (c) an increase in legal fees of $165,812 due to services related to various regulatory filings and acquisitions; (d) an increase in accounting expenses of $148,337 due to costs associated with technical accounting services related to the FSA, Journy.tv and TA Pipeline acquisitions, as well as a required two-year audit and first quarter financial statement review for FSA; (e) an increase in lending fees of $85,500 related to bridge loan financings; and (f) and increase in contract labor of $69,685 related to Journy.tv and other operations.
Current wording
Professional service fees incurred in the nine months ended November 30, 2025 were $4,385,664, as compared to $1,413,660 incurred during the same period in 2024, an increase of $2,972,004, or 210%. This increase was a result of: (a) an increase in investor relations expenses of $1,637,258 due to renewal of existing contracts and the addition of six new investor relations firms; (b) an increase in consulting fees of $550,181 due to contracts for services related to business development; (c) an increase in contract labor of $379,291 related to JOURNY.tv and other operations; (d) an increase in accounting expenses of $192,197 due to costs associated with technical accounting services related to the FSA, JOURNY.tv and TA Pipeline acquisitions, as well as a required two-year audit and first quarter financial statement review for FSA; (e) an increase in legal fees of $164,577 due to services related to various regulatory filings and acquisitions; and (f) an increase in lending fees of $48,500 related to bridge loan financings. Of the total professional service fees of $4,385,664 for the nine months ended November 30, 2025, $2,293,336, or 52%, were incurred as non-cash expenses.
Previous wording
We incurred technology costs of $568,836 during the six months ended August 31, 2025, as compared to $325,691 during the same period in 2024. The increase of $243,145, or 75%, was primarily attributable to: (a) an increase in expenses in connection with Journy.tv of $222,775 for content licensing; (b) an increase in information technology and computer expenses of $11,715 primarily due to onboarding additional employees and use of outsourced IT services; (c) an increase in dues and subscriptions of $2,712 due to the implementation of our new CRM and business management system, Zoho One, partially offset by a decrease in marketing subscriptions; and (d) an increase in software expenses of $1,923 for hotel connections into the NextTrip database. Partially offsetting these increases is a net decrease of $1,610 in cloud database expenses primarily related to updating legacy code to optimize compatibility with our hosting infrastructure.
Current wording
We incurred technology costs of $879,053 during the nine months ended November 30, 2025, as compared to $553,536 during the same period in 2024. The increase of $325,517, or 59%, was primarily attributable to: (a) an increase in expenses in connection with JOURNY.tv of $274,140 for content licensing; (b) an increase in dues and subscriptions of $41,455 due to the implementation of our new CRM and business management system, Zoho One; (c) an increase in information technology and computer expenses of $18,979, primarily due to onboarding additional employees and use of outsourced IT services; and (d) an increase in software expenses of $506 for hotel connections into the NextTrip database. Partially offsetting these increases is a net decrease of $9,563 in cloud database expenses primarily related to updating legacy code to optimize compatibility with our hosting infrastructure.
Previous wording
Depreciation and amortization expense for the six months ended August 31, 2025 was $423,274, as compared to $383,000 for the same period in 2024, an increase of $40,274, or 11%. The increase was primarily due to commencing amortization upon the product launch of our FAST network, Journy.tv, and the FSA tradename and software.
Current wording
Depreciation and amortization expense for the nine months ended November 30, 2025 was $695,902, as compared to $531,803 for the same period in 2024, an increase of $164,099, or 31%. The increase was primarily due to commencing amortization upon the product launch of our FAST network, JOURNY.tv, and the FSA and TA Pipeline tradename, software, and agreements.
Previous wording
Other operating expenses were $129,081 for the six months ended August 31, 2025, as compared to $179,655 for the same period in 2024. The $50,574 decrease was primarily due to the reduced cost of D&O and other insurance costs of $37,695 and a net decrease in merchant processing fees of $18,878 due to engaging a new merchant processor with lower rates.
Current wording
Other operating expenses were $215,175 for the nine months ended November 30, 2025, as compared to $257,814 for the same period in 2024. The $42,639 decrease was primarily due to the reduced cost of D&O and other insurance costs of $55,626 and a decrease in regulatory fees of $8,395; partially offset by a net increase in merchant processing and bank fees of $21,382 due to the addition of TA Pipeline.
Previous wording
During the six months ended August 31, 2025, we realized net other income of $498,533, as compared to net other expense of $99,452 in the same period in 2024. The increase in net other income of $597,985 was primarily due to a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. promissory note receivable of $1,123,245, and the August 31, 2025 revaluation of the derivative liability which resulted in a decrease in the liability of $10,000, partially offset by: (a) a loss of $70,100 related to the extinguishment of debt; and (b) interest expense of $402,845 primarily in connection the amortization of the debt discount associated with bridge loans and (c) an increase in interest expense associated with notes payable and other expenses of $62,315.
Current wording
During the nine months ended November 30, 2025, we realized net other income of $307,748, as compared to net other expense of $335,754 in the same period in 2024. The increase in net other income of $643,502 was primarily due to a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. promissory note receivable of $1,282,761, and the November 30, 2025 revaluation of the derivative liability which resulted in a decrease in the liability of $40,000, partially offset by; (a) a loss of $95,600 related to the extinguishment of debt; and (b) interest expense of $491,304 primarily in connection the amortization of the debt discount associated with bridge loans and (c) an increase in interest expense associated with notes payable and other expenses of $92,355.
Previous wording
Preferred dividends for the six months ended August 31, 2025 were $247,725, as compared to $21,376, for the same period in 2024. The increase was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in December 2024 and February of 2025.
Current wording
Preferred dividends for the nine months ended November 30, 2025 were $258,415, as compared to $32,063, for the same period in 2024. The increase was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in December 2024 and February of 2025.
Previous wording
Our net loss applicable to common stockholders for the six months ended August 31, 2025, was $7,603,113, as compared to $3,534,743 for the same period in 2024, an increase of $4,068,370, or 115%. The increase was primarily attributable to an increase in operating loss from continued operations of $4,420,921 and an increase in preferred dividends of $226,349, a loss on the 49% share of net earnings for the equity method investee of $11,307, and a decrease in income from discontinued operation of $7,778, partially offset by an increase in other income of $597,985.
Current wording
Our net loss applicable to common stockholders for the nine months ended November 30, 2025, was $10,889,368, as compared to $5,554,694 for the same period in 2024, an increase of $5,334,674, or 96%. The increase was primarily attributable to an increase in operating loss from continued operations of $5,732,173 and an increase in preferred dividends of $226.352, a loss on the 49% share of net earnings for the equity method investee of $11,307, and a decrease in income from discontinued operation of $8344, partially offset by an increase in other income of $643,502.
Previous wording
As of August 31, 2025, we had $1,837,654 in cash and a working capital deficit of $1,477,647, as compared to $1,062,367 in cash and a working capital deficit of $105,577 as of February 28, 2025. Additionally, at August 31, 2025, the amount due under our related party line of credit totaled $2,831,575.
Current wording
As of November 30, 2025, we had $2,427,299 in cash and a working capital deficit of $750,124 as compared to $1,062,367 in cash and a working capital deficit of $105,577 as of February 28, 2025. Additionally, at November 30, 2025, the amount due under our related party line of credit totaled $3,000,000.
Previous wording
We received an initial advance of $1,045,000 under the MIP Line of Credit, which was used to repay (i) a $400,000 cash advance previously made by the Trust to the Company (ii) and all outstanding indebtedness under the terms of the Trust Notes, totaling $645,000. Subsequent advances through August 2025 totaled $1,786,575, bringing the total outstanding principal at August 31, 2025 to $2,831,575. From September 1, 2025 through September 10, 2025 additional advances totaled $168,425, and as of September 10, 2025 the outstanding principal balance was $3,000,000, which is the maximum amount available under the MIP Line of Credit.
Current wording
We received an initial advance of $1,045,000 under the MIP Line of Credit, which was used to repay (i) a $400,000 cash advance previously made by the Trust to the Company (ii) and all outstanding indebtedness under the terms of the Trust Notes, totaling $645,000. Subsequent advances through Additional advances through November 30, 2025 totaled $1,955,000, bringing the total amount advanced under the line to $3,000,000 as of November 30, 2025, which is the maximum amount available under the MIP Line of Credit.
Previous wording
At August 31, 2025, there were other outstanding short-term notes payable in the aggregate amount of $563,501, which had maturity dates between September 15, 2025 and December 31, 2025.
Current wording
At November 30, 2025, there were other outstanding short-term notes payable in the aggregate amount of $1,003,353, which had maturity dates between December 15, 2025 and August 30, 2026.
Previous wording
Subsequent to August 31, 2025, on September 10, 2025, the Company entered into securities purchase agreements (each a “Series Q Purchase Agreement”) with Andy Kaplan and Jimmy Byrd, two of our independent directors, pursuant to which the Company issued and sold respectively, 31,250 and 50,000 restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the “Series Q Preferred”), (the “Series Q Offering”) at a purchase price of $3.20 per share, resulting in proceeds to the Company of $260,000.
Current wording
Subsequent to November 30, 2025, on December 19, 2025, the Company entered into securities purchase agreements with two private investors pursuant to which the Company sold and issued 100,000 restricted shares of newly designates Series A Convertible Preferred Stock of the Company at a purchase price of $3.00 per share, together with a warrant to purchase up to 50,000 shares of Common Stock at an exercise price of $3.00 per share, resulting in gross proceeds to the Company of $300,000.
Previous wording
Net cash used in operating activities from continuing operations totaled $470,283 during the six months ended August 31, 2025 as compared to $1,960,326 during the same period in 2024, a decrease of $1,490,043, or 76.0%.
Current wording
Net cash used in operating activities from continuing operations totaled $2,450,860 during the nine months ended November 30, 2025 as compared to $3,143,697 during the same period in 2024, a decrease of $692,837, or 22%.
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