Financial Analysis

Note 4 Acquisition of FSA Travel, LLC On February 6, 2025, the Company acquired a 49 % non-controlling interest in FSA Travel, LLC (FSA) pursuant to a Membership Purchase Agreement (the FSA Purchase Agreement) and accounted for the investment under the equity method. The Company recorded its proportional share of FSAs net loss from February 7, 2025 through February 28, 2025, the Companys fiscal year-end. On April 9, 2025, the Company exercised its option to purchase the remaining 51 % interest in FSA for additional consideration of $ 1.0 million comprised of $ 0.5 million in cash, and $ 0.5 million in shares of Series O Preferred ( 161,291 shares at $ 3.10 per share), pursuant to the FSA Purchase Agreement. In addition, on April 28, 2025, the Company paid an additional $ 0.8 million in contingent consideration (comprised of both cash and shares of Series O Preferred stock) to the former owners of FSA (the FSA Unitholders) pursuant to the FSA Purchase Agreement. The contingent consideration issued as purchase consideration provides for additional distributions to the FSA Unitholders, the amount of which is dependent on the acquired business achievement of certain milestones. The Company determined the fair value of the contingent consideration as of the acquisition date (April 9, 2025) based on the probability and timing of achieving the respective milestones. Upon completion of the acquisition of the remaining 51 % of FSA membership units, the acquisition of the remaining 51 …

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NOTE 13 - Commitments and Contingencies The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters would not, individually or in the aggregate, have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change considering the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with managements evaluation of the possible liability or outcome of such litigation or claims. TA Pipeline Put Option and Contingently Redeemable Shares In connection with the acquisition of TA Pipeline LLC on August 6, 2025 (see Note 6), the Company issued 96,774 restricted shares of common stock (the TA Closing Shares) to the former TA Members, valued at $ 387,000 at the closing date. Under the TA MIPA, the TA Members were granted a Put Option that, upon the occurrence of certain events outside the Companys control, could require the Company to (i) repurchase the TA Closing Shares (and any TA Milestone Shares) at the Base Price of $ 3.10 per share, (ii) issue additional Top-Up Shares sufficient to restore …

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NOTE 10 Notes Payable 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 $ 37,996 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. As of May 31, 2026, the balance on the note, net of the unamortized debt discount was $ 61,744 . On October 17, 2025, the Company sold two short-term promissory notes, each for a principal balance of $ 18,000 , to two investors for an aggregate principal balance of $ 36,000 . Each note includes an Original Issue Discount of $ 3,000 . The notes are payable in full on May 17, 2026. On June 3, 2026, the Company and each of the investors entered into an Extension of Promissory Note (the Extension) pursuant to which the parties agreed to extend the Maturity Date to November 17, 2026 at no additional cost to the Company. The notes may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any un …

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NOTE 11 Long-Term Debt As part of the acquisition of FSA on April 9, 2025, the Company assumed an SBA loan originally issued to FSA on December 4, 2020, with an initial principal amount of $ 50,500 , bearing interest at 3.75 % per annum. On October 4, 2021, FSA received a modification to the loan, which increased the principal amount to $ 199,100 . The loan requires monthly payments of principal and interest of $ 995 and matures on December 4, 2050 . In accordance with ASC 805 Business Combinations, the assumed loan was recognized at its acquisition-date fair value of $ 98,920 , which reflects a market-based effective interest rate of approximately 12.03 % per annum over the remaining term of 305 months. The difference between the face value of the debt and the fair value at the acquisition date was included in the allocation of purchase consideration and is reflected in goodwill. The loan is measured at amortized cost subsequent to the acquisition date, and interest expense is recognized using the effective interest method based on the fair value of the liability at the acquisition date. The following table summarizes the loan terms as of the acquisition date: Schedule of Long Term Loan Description Amount Principal amount $ 199,100 Fair value at acquisition date $ 98,920 Remaining term 302 months Monthly payment $ 995 Effective interest rate 12.03 % As of May 31, 2026, the balance of the loan was $ 97,994 . …

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Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker (CODM) and included in the measure of segment profit or loss, an amount and description of other segment items, the title and position of the CODM, and application of the segment disclosure requirements to interim periods. The Company adopted ASU 2023-07 for its fiscal year beginning March 1, 2025. The Company began reporting under its Travel and Media reportable segments, and reflecting the interim disclosure provisions of ASU 2023-07, in the third quarter of fiscal year 2026 (the quarterly period ended November 30, 2025); prior periods have been recast to conform to the current segment presentation. Adoption affected disclosures only and did not affect the Companys condensed consolidated financial position, results of operations, or cash flows. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The Company adopted ASU 2023-09 on a prospective basis effective for its fiscal year beginning March 1, 2025 (fiscal year ended February 28, 2026). The amendments affect annual income tax disclosures only and do not establish new interim disclosure requirements; adoption did not affect the Companys condensed consolidated …

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NOTE 12 - Related Party Transactions Monaco Investment Partners, II Line of Credit On May 6, 2025, the Company entered into a Line of Credit Agreement (the MIP Line of Credit) with Monaco Investment Partners II, LP (MIP) providing the Company with a $ 3,000,000 revolving line of credit. The MIP Line of Credit allows the Company to request advances thereunder from time to time until May 31, 2027 , the maturity date. Advances made under the MIP Line of Credit bear simple interest at a rate of 12 % per annum, calculated from the date of each respective advance. Accrued interest shall be payable on a monthly basis, no later than the 10th day of the subsequent month. The full outstanding principal balance, together with any accrued and unpaid interest, shall be due and payable in full by the Company on the maturity date. The Company may, at its option, prepay any borrowings under the MIP Line of Credit, in whole or in part, at any time prior to the maturity date, without penalty. Mr. Monaco, the Chairman of our Board of Directors, controls MIP. As of May 31, 2026 the maximum amount of $ 3,000,000 was outstanding under the MIP Line of Credit, plus accrued interest of $ 29,589 . On July 13, 2026, subsequent to the balance sheet date and prior to the issuance of these condensed financial statements, the Company and Monaco Investment Partners II executed an amendment extending the maturity date by one year, to May 31, 2028. The amendment is not cancelable by the lender and does not ex …

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NOTE 15 Segment Information ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments . Operating segments are defined as components of a reporting entity, the operating results of which are reviewed regularly by the chief operating decision maker (CODM) to make decisions about resource allocation and to assess performance. Our CODM is our Chief Executive Officer. 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. As a result, we have updated our reporting and beginning in the third quarter of fiscal year 2026, we report our financial performance based on our new segments: Travel and Media. Our Travel segment provides travelers with a full range of travel services through its 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, (including GoUSA 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 c …

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NOTE 2 Summary of Significant Accounting Policies Basis of Presentation - The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America. The financial statements have been prepared on a consolidated basis with those of the Companys wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at May 31, 2026 and 2025 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company suggests these condensed financial statements be read in conjunction with the audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended February 28, 2026. The results of operations for the period ended May 31, 2026 are not necessarily indicative of the operating results for the full year. Reclassification Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the net earnings (loss) or financial position. Fair Value of Financial Instruments - The Company applies ASC 820, Fai …

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NOTE 14 - Stockholders Equity Mezzanine Equity TA Pipeline LLC Acquisition In connection with the acquisition of TA Pipeline LLC on August 6, 2025, the Company issued 96,774 TA Closing Shares. Although the shares are legally common stock, they are classified as mezzanine (temporary) equity on the consolidated balance sheet due to contingent redemption rights resulting from derivative liability provisions that could require cash or share settlement outside the Companys control. Accordingly, these shares are presented outside of permanent stockholders equity and below total liabilities. The Company will continue to classify the shares as mezzanine equity until such time as the redemption provisions lapse or are removed, or until settlement occurs. The carrying amount of instruments recorded within mezzanine equity are not adjusted below initial measurement. The TA Acquisition Shares were initially recorded at $ 4.00 per share, which was the closing prices of our stock on the acquisition date. The Put Option has an exercise price of $ 3.10 per share. As such, the TA Acquisition Shares will not be subsequently remeasured in future reporting periods For further information regarding the TA Closing Shares and TA Acquisition shares, refer to Notes 2 and 6. Helena Global Investment Opportunities 1 Ltd. Private Placement On May 6, 2026, the Company entered into a Securities Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. (Helena) pursuant to which the Company iss …

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NOTE 16 - Subsequent Events The Companys management has evaluated subsequent events after the balance sheet dated as of May 31, 2026 through July 15, 2026, the date of this report. Yada Commerce Inc. Acquisition Stock Purchase Agreement On June 10, 2026 (the Effective Date), NextTrip, Inc. (the Company) entered into a Stock Purchase Agreement (the Purchase Agreement) with Yada Commerce Inc (Yada) and High Class Holdings LLC and Carbon Capital Corp, the shareholders of Yada (collectively, the Founding Shareholders) pursuant to which, subject to the terms and conditions set forth in the Purchase Agreement, the Company purchased from the Founding Shareholders 51 % of the outstanding shares of Yada (the Yada Shares). The aggregate consideration under the Purchase Agreement is 50,000 restricted shares of the Company (the Company Shares). The Company granted to the Founding Shareholders piggyback registration rights subject to cut backs required under Rule 415 and at the request of investors, placement agents and underwriters. The Purchase Agreement contains customary representations and indemnification provisions. The Purchase Agreement also contains provisions regarding the post-closing governance of Yada including a provision requiring the parties to vote their shares of Yada to elect a five member board of directors, two of whom will be designated by the Founding Shareholders, two of whom will be designated by the Company, with the fifth member to be appointed by the board of d …

SubsequentEventsTextBlock · excerpt; the full note is in the filing