NextTrip, Inc 10-Q for FY2027 Q2

NextTrip, Inc. (NTRP)

10-Q 2026-10-15 For: 2026-08-31

Added on October 21, 2026

About this 10-Q

NextTrip, Inc filed this 10-Q on October 15, 2026, covering the quarter ended August 31, 2026 (FY2027 Q2).

NextTrip, Inc. reported substantial doubt about continuing as a going concern, citing an accumulated deficit of $57,494,576 and working capital deficit of $3,195,601 at August 31, 2026. It issued a $4,600,000 senior secured convertible note. AI summary

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Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NTRP		The NASDAQ Stock Market LLC

Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

PART I - FINANCIAL INFORMATION	3

ITEM 1. FINANCIAL STATEMENTS	3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	49

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	77

ITEM 4. CONTROLS AND PROCEDURES	77

PART II - OTHER INFORMATION	77

ITEM 1. LEGAL PROCEEDINGS	77

ITEM 1A. RISK FACTORS	78

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	79

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	80

ITEM 4. MINE SAFETY DISCLOSURES	80

ITEM 5. OTHER INFORMATION	80

ITEM 6. EXHIBITS	80

SIGNATURES	82

	*August 31, 2026*			*February 28, 2026*
	(unaudited)

ASSETS
Cash and cash equivalents	$	1,145,136		$	1,696,090
Accounts receivable, net		185,806			119,168
Prepaid expenses and other current assets		1,682,199			1,336,026
Total Current Assets		3,013,141			3,151,284
Non-Current Assets
Property and equipment, net		344			1,603
Intangible assets, net		4,055,746			4,258,220
Security deposit		40,167			40,167
Goodwill		3,123,684			3,123,684
Investments in equity securities and equity method investee		2,578,800			2,502,000
Total Non-Current Assets		9,798,741			9,925,674
Total Assets	$	12,811,882		$	13,076,958

LIABILITIES
Current Liabilities
Accounts payable	$	998,301		$	725,541
Accrued expenses		1,124,136			748,103
Deferred revenue		1,176,675			1,655,990
Derivative liability		-			80,000
Contingent consideration		-			180,000
Licensing & royalty payment obligations, current portion		204,120			136,582
Convertible note payable, current portion, net of discount		2,244,293			-
Notes payable		461,217			386,072
Total Current Liabilities		6,208,742			3,912,288
Non-Current Liabilities
SBA EIDL loan		97,804			98,179
Licensing & royalty payment obligations, net of current portion		185,744			305,090
Line of Credit – related parties		-			3,000,000
Convertible note payable, net of current portion and discount		897,722			-
Warrant liability		629,738			-
Total Non-Current Liabilities		1,811,008			3,403,269
Total Liabilities		8,019,750			7,315,557

Commitments and Contingencies (Note 17)		-			-

Mezzanine Equity
Common Stock, par value $0.001; 250,000,000 shares authorized; 0 and 96,774 shares issued and outstanding, respectively		-			387,000
Total Mezzanine Equity		-			387,000

Stockholders' Equity
Preferred Stock, par value $0.001; 10,000,000 shares authorized; 153,928 and 100,316 shares issued and outstanding, respectively		155			101
Common Stock, par value $0.001; 250,000,000 shares authorized; 14,989,327 and 13,978,171 shares issued and outstanding, respectively		14,990			13,979
Additional Paid in Capital		62,271,563			55,957,740
Accumulated deficit		(57,494,576	)		(50,597,419	)
Total Stockholders’ Equity		4,792,132			5,374,401
Total Liabilities, Mezzanine and Stockholders’ Equity	$	12,811,882		$	13,076,958

	*Three Months Ended August 31,*						*Six Months Ended August 31,*
	*2026*			*2025*			*2026*			*2025*

Revenue	$	546,687		$	757,648		$	1,998,422		$	896,475
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		(370,711	)		(592,073	)		(1,614,347	)		(691,994	)
Gross profit (loss)		175,976			165,575			384,075			204,481

Operating Expenses:
Salaries and benefits		982,542			695,538			1,889,943			1,392,453
Stock based compensation		-			-			(13,660	)		138,325
General and administrative		33,185			31,736			67,811			62,324
Sales and marketing		133,622			174,444			268,470			264,479
Professional service fees		1,472,791			1,429,072			2,759,162			2,598,548
Technology		258,757			267,021			513,485			568,836
Organization costs		96,100			470,105			146,204			2,469,775
Depreciation and amortization		336,669			216,625			673,338			423,274
Provision for credit loss		88,772			-			154,333			-
Other expenses		90,693			83,911			155,897			129,081
Total Operating Expenses		3,493,131			3,368,452			6,614,983			8,047,095
Operating loss		(3,317,155	)		(3,202,877	)		(6,230,908	)		(7,842,614	)

Other Income (Expenses)
Gain/(Loss) on extinguishment of liability		-			-			-			(70,100	)
Gain/(Loss) on derivative liability and contingent consideration		20,000			10,000			60,000			10,000
Gain/(Loss) revaluation of warrant liability		296,242			-			296,242			-
Gain/(Loss) on transaction costs allocable to warrant liability		(39,285	)		-			(39,285	)		-
Interest income (expense), net		(651,050	)		(288,278	)		(902,633	)		(564,612	)
Other income (expense)		2,765			583,000			2,632			1,123,245
Total Other Income (Expense)		(371,328	)		304,722			(583,044	)		498,533
Net loss before provision for income taxes		(3,688,483	)		(2,898,155	)		(6,813,952	)		(7,344,081	)
Provision for income taxes		-			-			-			-
Net loss before share of net loss in equity method investee		(3,688,483	)		(2,898,155	)		(6,813,952	)		(7,344,081	)
Share of net loss of equity method investee		(35,200	)		-			(35,200	)		(11,307	)
Net loss	$	(3,723,683	)	$	(2,898,155	)	$	(6,849,152	)	$	(7,355,388	)
Preferred dividends		(28,314	)		(183,263	)		(48,005	)		(247,725	)
Net Loss Applicable to Common Stockholders	$	(3,751,997	)	$	(3,081,418	)	$	(6,897,157	)	$	(7,603,113	)
Basic and diluted loss per common share	$	(0.25	)	$	(0.39	)	$	(0.47	)	$	(1.05	)
Basic and diluted weighted average number of common shares		14,833,509			7,925,763			14,526,719			7,255,480

	*Preferred Stock*				*Common Stock*				*Additional*
	*Shares*		*Preferred*		*Shares*		*Common*		*Paid-in*			*Accumulated*
	*Outstanding*		*Stock*		*Outstanding*		*Stock*		*Capital*			*Deficit*			*Total*
Balances, May 31, 2026		150,316	$	151		14,396,694	$	14,398	$	57,430,060		$	(53,742,579	)	$	3,702,030
Net loss		-		-		-		-		-			(3,723,683	)		(3,723,683	)
Preferred stock dividends		-		-		-		-		37,317			(28,314	)		9,003
Issuance of securities pursuant to private placements		-		-		18,200		18		50,032			-			50,050
Issuance of common shares for third party services		-		-		426,725		427		935,653			-			936,080
Issuance of securities for equity investments		-		-		50,000		50		111,950			-			112,000
Issuance of securities from exercise of warrants		-		-		8,278		8		24,992			-			25,000
Issuance of securities for past directors services		-		-		89,430		89		144,788			-			144,877
Issuance of securities for debt conversion		3,612		4		-		-		3,611,996			-			3,612,000
Reclassification of Warrants pursuant to predecessor Series B Preferred Redemption		-		-		-		-		(182,993	)		-			(182,993	)
Issuance of warrants in connection with bridge loan financing		-		-		-		-		20,768			-			20,768
Reclassification of Mezzanine shares		-		-		-		-		87,000			-			87,000
Offering costs		-		-		-		-		-			-			-
Stock based compensation		-		-		-		-		-			-			-

Balances, August 31, 2026		153,928	$	155		14,989,327	$	14,990	$	62,271,563		$	(57,494,576	)	$	4,792,132

	*Six Months Ended*
	*August 31, 2026*			*August 31, 2025*
OPERATING ACTIVITIES
Net Income (Loss) – Continuing Operations	$	(6,849,152	)	$	(7,355,388	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Noncash Expenses:
Depreciation and amortization – property and equipment and intangibles		673,338			423,274
Amortization of debt discount		530,752			402,846
Shares issued for professional services		1,289,008			1,323,199
Write-off of capitalized technology expenses		-			19,550
Provision for credit loss		154,333			-
Gain on derivative liability		(60,000	)		(10,000	)
Revaluation of warrant (non-cash portion)		(256,957	)		-
Stock-based compensation - employees		(13,660	)		138,325
Stock-based compensation - directors		-			2,368,709
Loss on extinguishment of liability		-			70,100
Share of net loss of equity method investee		35,200			-

Change in Assets and Liabilities:
Accounts receivable		(66,638	)		(244,349	)
Related party receivable		(154,333	)		-
Prepaid expenses		40,279			206,382
Accounts payable and accrued expenses		405,297			186,130
Deferred revenue		(479,315	)		2,000,939
Licensing & royalty payment obligations, current portion		67,538			-
Licensing & royalty payment obligations, net of current portion		(119,346	)		-
NET CASH USED IN OPERATING ACTIVITIES		(4,803,656	)		(470,283	)

INVESTING ACTIVITIES
Capitalized software development and production costs		(211,319	)		(109,000	)
TA Pipeline LLC acquisition		-			(443,168	)
FSA Travel LLC acquisition		-			(900,000	)
JOURNY TV asset purchase		-			(300,000	)
NET CASH USED IN INVESTING ACTIVITIES		(211,319	)		(1,752,168	)

FINANCING ACTIVITIES
Proceeds from issuance of preferred shares		150,000			-
Proceeds from issuance of common shares		200,150			486,500
Proceeds from exercise of warrants		25,000			-
Offering costs		(5,000	)		-
Proceeds from Series B preferred offering		1,015,000			-
Offering costs- Series B preferred		(120,000	)		-
Redemption of Series B preferred		(1,151,830	)		-
Notes Payable		20,401			(33,762	)
Proceeds for issuance of convertible note and warrant		4,000,000			-
Payment of debt issuance costs		(169,700	)		-
Notes Payable- related parties		500,000			2,545,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		4,464,021			2,997,738

NET CHANGE IN CASH FOR PERIOD		(550,954	)		775,287

CASH AT BEGINNING OF PERIOD		1,696,090			1,062,367

CASH AT END OF PERIOD	$	1,145,136		$	1,837,654

Supplemental Disclosures:
Noncash Investing and Financing Activities Disclosure:
Issuance of preferred shares pursuant to FSA Travel, LLC acquisition	$	-		$	875,641
Issuance of common shares pursuant to JOURNY TV asset purchase	$	-		$	115,200
Issuance of common shares pursuant to TA Pipeline LLC acquisition	$	-		$	387,000
Issuance of common shares for third party services	$	1,933,748		$	1,255,120
Issuance of common shares to former directors for accrued fees	$	144,877		$	-
Issuance of preferred shares pursuant to line of credit conversion including accrued interest	$	3,612,000		$	-
Issuance of common shares pursuant to YADA Commerce, Inc. equity investment	$	112,000		$	-
Issuance of common shares for capitalized software and production costs	$	258,286		$	-
Warrant liability recognized on issuance of convertible note	$	925,980		$	-
Reclassification of mezzanine equity to accrued liabilities	$	387,000		$	-
Reclassification of contingent consideration to accrued liabilities	$	200,000		$	-
Preferred stock dividends	$	48,005		$	247,725
Disclosure of Cash Paid for:
Interest	$	357,626		$	90,383
Income Taxes	$	-		$	-

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

	●	Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	●	Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	●	Level 3 - inputs to valuation methodology are unobservable and significant to the fair measurement.

	*August 31,*
	*2026*		*2025*
Warrants		6,047,861		3,197,741
Stock Options		939,825		806,250
Preferred Stock		1,084,600		3,392,025
Convertible Note		1,185,567		-
Total Underlying Common Shares		9,257,853		7,396,016

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

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

	August 31, 2026		February 28, 2026
Equity method investment (ASC 323):
YADA	$	76,800	$	-
Equity securities without readily determinable fair values, measured under the ASC 321 measurement alternative:
BlueFysh		2,415,000		2,415,000
Playbook Investors Network		87,000		87,000
Total equity investments	$	2,578,800	$	2,502,000

		Amounts
Balance at June 10, 2026	$	112,000
Equity in net income (loss) of YADA		(35,200	)
Balance at August 31, 2026	$	76,800

Consideration paid
Cash	$	500,000
Series O Preferred stock		500,000
Earnout Payment		800,000
Fair value of Initial Purchase		981,300
Total consideration	$	2,781,300

Assets acquired and liabilities assumed
Cash and cash equivalents	$	471,660
Accounts receivable		13,460
Intangibles		960,000
Goodwill		1,669,055
Total assets	$	3,114,175

Accounts payable		12,474
Due to FSA Unitholders		221,481
SBA Loan		98,920
Total liabilities	$	332,875
Total net assets	$	2,781,300

Consideration paid
Cash	$	443,168
Common stock		387,000
Fair value of TA Milestone Payment		180,000
Fair value of derivative liability		130,000
Total consideration	$	1,140,168

Assets acquired and liabilities assumed
Cash and cash equivalents	$	1,444,457
Intangibles		910,000
Goodwill		286,824
Total assets	$	2,641,281

Deferred merchant bookings		1,501,113
Total liabilities	$	1,501,113
Total net assets	$	1,140,168

					Date of Issuance –
	*August 31, 2026*				*August 06, 2025*
	*Fair Value*		*Input Level*		*Fair Value*		*Input Level*

Derivative liability – Put Option		-		-	$	130,000	Level 3
Contingent Consideration – TA Milestone Payment		-		-	$	180,000	Level 3

				*TA Milestone*
	*Put Option*			*Payment*
Balances at Issuance Date	$	130,000		$	180,000
Change in fair value		(100,000	)		20,000
Derecognition of Put Option		(30,000	)		-
Reclassification to accrued expenses		-			(200,000	)
Balances at August 31, 2026	$	-		$	-

	*August 31, 2026*			*February 28, 2026*
Software Development	$	3,935,202		$	3,736,917
Software Licenses		362,000			362,000
Trademark		6,283			6,283
FSA Travel, LLC Tradename		280,000			280,000
FSA Software Agreements		680,000			680,000
TA Pipeline, LLC Tradename		160,000			160,000
TA Pipeline, LLC Supplier and Agency Agreements		750,000			750,000
JOURNY TV – Trade Name		235,000			235,000
JOURNY TV Distribution Agreements		480,000			480,000
JOURNY TV Production Costs		271,320			-
GoUSA Content Episodes		106,500			106,500
GoUSA Content IMAX		74,500			74,500
GoUSA Distribution Agreements		760,000			760,000
GoUSA Assembled Workforce		54,000			54,000
Total		8,154,805			7,685,200
Accumulated amortization		(4,099,059	)		(3,426,980	)
Intangible assets, net of amortization	$	4,055,746		$	4,258,220

2027 (Remaining)	$	545,685
2028		542,644
2029		422,752
2030		401,669
2031		399,894
Thereafter		1,267,214
	$	3,579,858

Description	*Amount*
Principal amount	$	199,100
Fair value at acquisition date	$	98,920
Remaining term (months)		299
Monthly payment	$	995
Effective interest rate		12.03	%

	August 31, 2026
Principal Amount	$	4,600,000
Unamortized OID, warrant allocation and issuance costs	$	(1,457,985	)
Carrying amount	$	3,142,015
Less: current portion	$	(2,244,293	)
Non-current portion	$	897,722

Fiscal year ending	Amount
February 28, 2027	$	1,314,290
February 29, 2028	$	3,285,710
Total Principal	$	4,600,000

	August 31, 2026			July 21, 2026
Stock price	$	1.43		$	1.84
Exercise price	$	3.88		$	3.88
Dividend yield		-			-
Risk-free interest rate		4.46	%		4.12	%
Expected volatility		110.48	%		110.26	%
Expected life (in years)		2.5			2.5

	Amount
Balance at February 28, 2026	$	-
Issuance of Warrant July 21, 2026	$	925,980
Change in Fair Value	$	(296,242	)
Balance at August 31, 2026	$	629,738

	●	a 20% royalty fee on all net capital raised by Privilege, including pursuant to its Regulation A offering;

	●	the cost of the annual membership fee for each year of Privilege membership provided to investors;

	●	reimbursement of all incremental expenses paid by the Company on behalf of Privilege, related to an investor’s membership;

	●	any revenue received by Privilege from investor bookings on our platform;

	●	repayment of all advances previously made or made in the future, with advances being interest-free until February 28, 2026 and thereafter accruing interest at the rate of 1.5% per month on outstanding balances, subject to minimum payment obligations; and

	●	beginning March 1, 2026, an Administrative Services Fee of $5,000 per month, increasing by 3% per annum on March 1 of each year thereafter.

	*Six Months Ended August 31, 2026*			*Six Months Ended August 31, 2025*
Deferred revenue, beginning of year	$	1,655,990		$	97,770
Additions - consideration received from customers		1,361,416			2,714,889
Revenue recognized during the period		(1,840,731	)		(713,951	)
Deferred revenue, ending balance	$	1,176,675		$	2,098,708

		*Six Months Ended August 31, 2026*				*Six Months Ended August 31, 2025*
Revenue recognized that was included in the deferred revenue balance at the beginning of the year		$	1,508,916			$	83,535

						*Weighted*
				*Weighted*		*Average*
				*Average*		*Remaining*		*Aggregate*
				*Exercise*		*Contractual*		*Intrinsic*
	*Options*			*Price ($)*		*Life (Yrs.)*		*Value ($)*

Options outstanding at February 28, 2025		76,342			52.69		1.60		-
Granted		914,825			4.39		2.28
Exercised		-			-		-		-
Forfeited or cancelled		(76,342	)		52.69		-		-
Options outstanding at February 28, 2026		914,825			4.39		2.28		-
Granted		200,000			2.64		2.94		-
Exercised		-			-		-		-
Forfeited or cancelled		(175,000	)		2.64		-		-
Options outstanding August 31, 2026		939,825			4.35		1.80		-
Options expected to vest in the future as of August 31, 2026		-			-		-		-
Options exercisable at August 31, 2026		939,825			4.35		1.80		-
Options vested, exercisable, and options expected to vest at August 31, 2026		939,825			4.35		1.80		-

				*Weighted*		*Weighted Average*
				*Average*		*Remaining*
				*Exercise*		*Contractual*
	*Warrants*			*Price ($)*		*Life (Yrs.)*
Warrants outstanding at February 28, 2025		3,015,885			5.36		3.84
Granted		1,998,104			3.34		3.96
Exercised		(237,429	)		3.02		-
Forfeited or cancelled		(17,979	)		128.32		-
Warrants outstanding at February 28, 2026		4,758,581			4.15		3.48
Granted		1,297,558			3.64		4.65
Exercised		(8,278	)		3.02		-
Forfeited or cancelled		-			-		-
Warrants outstanding at August 31, 2026		6,047,861			4.05		3.31

	Three Months Ended August 31, 2026
	Media			Travel			Corporate			Total
Revenue	$	67,531		$	479,156		$	-		$	546,687
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		-			(370,711	)		-			(370,711	)
Gross profit (loss)		67,531			108,445			-			175,976

Operating Expenses:
Salaries and benefits		268,209			206,617			507,716			982,542
Stock based compensation		-			-			-			-
General and administrative		3,622			11,900			17,663			33,185
Sales and marketing		98,832			33,969			821			133,622
Professional service fees		210,650			25,567			1,236,574			1,472,791
Technology		89,786			90,503			78,468			258,757
Organization costs		-			-			96,100			96,100
Depreciation and amortization		-			-			336,669			336,669
Provision for credit losses		-			-			88,772			88,772
Other expenses		58			47,178			43,457			90,693
Total Operating Expenses		671,157			415,734			2,406,240			3,493,131
Operating Loss	$	(603,626	)		(307,289	)		(2,406,240	)		(3,317,155	)

Other Income (Expense)
Gain/(Loss) on extinguishment of liability											-
Gain/(Loss) on derivative liability											20,000
Gain/(Loss) revaluation of warrant liability											296,242
Gain/(Loss) on transaction costs allocable to warrant liability											(39,285	)
Interest income (expense), net											(651,050	)
Other income (expense)											2,765
Total Other Income (Expense)											(371,328	)
Net loss before provision for income taxes											(3,688,483	)
Provision for income taxes											-
Net loss before share of net loss in equity method investee											(3,688,483	)
Share of net loss of equity method investee											(35,200	)
Net loss											(3,723,683	)
Preferred dividends											(28,314	)
Net Loss Applicable to Common Stockholders										$	(3,751,997	)

	Three Months Ended August 31, 2025
	Media			Travel			Corporate			Total
Revenue	$	5,653		$	751,995		$	-		$	757,648
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		-			(592,073	)		-			(592,073	)
Gross profit (loss)		5,653			159,922			-			165,575

Operating Expenses:
Salaries and benefits		57,131			257,648			380,759			695,538
Stock based compensation											-
General and administrative		5,162			16,074			10,500			31,736
Sales and marketing		107,711			45,900			20,833			174,444
Professional service fees		186,674			10,003			1,232,395			1,429,072
Technology		100,025			92,187			74,809			267,021
Organization costs								470,105			470,105
Depreciation and amortization								216,625			216,625
Other expenses					31,872			52,039			83,911
Total Operating Expenses		456,703			453,684			2,458,065			3,368,452
Operating Loss	$	(451,050	)	$	(293,762	)	$	(2,458,065	)	$	(3,202,877	)

Other Income (Expense)
Gain/(Loss) on extinguishment of liability											-
Gain/(Loss) on derivative liability											10,000
Gain/(Loss) revaluation of warrant liability											-
Gain/(Loss) on transaction costs allocable to warrant liability											-
Interest income (expense), net											(288,278	)
Other income (expense)											583,000
Total Other Income (Expense)											304,722
Net loss before provision for income taxes											(2,898,155	)
Provision for income taxes											-
Net loss before share of net income (loss) in equity method investee											(2,898,155	)
Share of net income (loss) of equity method investee											-
Net loss											(2,898,155	)
Preferred dividends											(183,263	)
Net Loss Applicable to Common Stockholders										$	(3,081,418	)

	Six Months Ended August 31, 2026
	Media			Travel			Corporate			Total
Revenue	$	108,483		$	1,889,939		$	-		$	1,998,422
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		-			(1,614,347	)		-			(1,614,347	)
Gross profit (loss)		108,483			275,592			-			384,075

Operating Expenses:
Salaries and benefits		480,614			412,496			996,833			1,889,943
Stock based compensation		-			-			(13,660	)		(13,660	)
General and administrative		5,373			22,661			39,777			67,811
Sales and marketing		201,519			66,130			821			268,470
Professional service fees		460,940			58,372			2,239,850			2,759,162
Technology		189,590			171,398			152,497			513,485
Organization costs		-			-			146,204			146,204
Depreciation and amortization		-			-			673,338			673,338
Provision for credit losses		-			-			154,333			154,333
Other expenses		88			66,770			89,039			155,897
Total Operating Expenses		1,338,124			797,827			4,479,032			6,614,983
Operating Loss	$	(1,229,641	)		(522,235	)		(4,479,032	)		(6,230,908	)

Other Income (Expense)
Gain/(Loss) on extinguishment of liability
Gain/(Loss) on derivative liability											60,000
Gain/(Loss) revaluation of warrant liability											296,242
Gain/(Loss) on transaction costs allocable to warrant liability											(39,285	)
Interest income (expense), net											(902,633	)
Other income (expense)											2,632
Total Other Income (Expense)											(583,044	)
Net loss before provision for income taxes											(6,813,952	)
Provision for income taxes											-
Net loss before share of net income (loss) in equity method investee											(6,813,952	)
Share of net loss of equity method investee											(35,200	)
Net loss											(6,849,152	)
Preferred dividends											(48,005	)
Net Loss Applicable to Common Stockholders										$	(6,897,157	)

	Six Months Ended August 31, 2025
	Media			Travel			Corporate			Total
Revenue	$	5,653		$	890,822		$	-		$	896,475
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		-			(691,994	)		-			(691,994	)
Gross profit (loss)		5,653			198,828			-			204,481

Operating Expenses:
Salaries and benefits		93,635			560,904			737,914			1,392,453
Stock based compensation		-			-			138,325			138,325
General and administrative		5,821			23,219			33,284			62,324
Sales and marketing		112,661			68,485			83,333			264,479
Professional service fees		206,674			13,281			2,378,593			2,598,548
Technology		229,981			192,822			146,033			568,836
Organization costs		-			-			2,469,775			2,469,775
Depreciation and amortization		-			-			423,274			423,274
Other expenses		-			31,872			97,209			129,081
Total Operating Expenses		648,772			890,583			6,507,740			8,047,095
Operating Loss	$	(643,119	)	$	(691,755	)	$	(6,507,740	)	$	(7,842,614	)

Other Income (Expense)
Gain/(Loss) on extinguishment of liability											(70,100	)
Gain/(Loss) on derivative liability											10,000
Gain/(Loss) revaluation of warrant liability											-
Gain/(Loss) on transaction costs allocable to warrant liability											-
Interest income (expense), net											(564,612	)
Other income (expense)											1,123,245
Total Other Income (Expense)											498,533
Net loss before provision for income taxes											(7,344,081	)
Provision for income taxes											-
Net loss before share of net income (loss) in equity method investee											(7,344,081	)
Share of net loss of equity method investee											(11,307	)
Net loss											(7,355,388	)
Preferred dividends											(247,725	)
Net Loss Applicable to Common Stockholders										$	(7,603,113	)

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

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

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

	●	Adds a Fully Licensed TikTok Partner Agency providing access to creator recruitment, audience development, affiliate commerce, livestream commerce, and creator monetization capabilities.
	●	Expands NextTrip’s Audience Acquisition Engine through access to thousands of creators and billions of aggregate followers across social media platforms.
	●	Launches NextTrip’s Destination Entertainment & Creator Commerce with 4 destination music events already committed featuring exclusive artist partnerships, fan experiences, concert travel programs, and creator-led commerce initiatives.
	●	Creates New Revenue Opportunities for our media platform to drive additional advertising, sponsorships, travel bookings, experiential travel, memberships, gift cards, loyalty programs, and creator commerce.

	Three Months Ended August 31,
Revenue by segment	2026		2025		% Change
Media	$	67,531	$	5,653		1095	%
Travel		479,156		751,995		-36	%
Total Revenue	$	546,687	$	757,648		-28	%

	Three Months Ended August 31,
Operating loss by segment	2026			2025			% Change
Media	$	(603,626	)	$	(451,050	)		34	%
Travel		(307,289	)		(293,762	)		5	%
Total segment operating loss		(910,915	)		(744,812	)		22	%
Corporate		(2,406,240	)		(2,458,065	)		-2	%
Total Operating loss	$	(3,317,155	)	$	(3,202,877	)		4	%

	Six Months Ended August 31,
Revenue by segment	2026		2025		% Change
Media	$	108,483	$	5,653		1819	%
Travel		1,889,939		890,822		112	%
Total Revenue	$	1,998,422	$	896,475		123	%

Six Months Ended August 31,	2026			2025			Change ($)			Change (%)
Net cash used in operating activities		(4,803,656	)		(470,283	)		(4,333,373	)		(921	)%
Net cash used in investing activities		(211,319	)		(1,752,168	)		1,540,849			88	%
Net cash provided by financing activities		4,464,021			2,997,738			1,466,283			49	%
Net increase (decrease) in cash		(550,954	)		775,287			(1,326,241	)		(171	)%