true
Amendment No. 1
0000788611
0000788611
2023-12-29
2023-12-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): December 29, 2023
SIGMA
ADDITIVE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-38015 |
|
27-1865814 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
Former
name or former address, if changed since last report
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, par value $0.001 per share |
|
SASI |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
This
Current Report on Form 8-K/A (this “Second Amendment”) is being filed by Sigma Additive Solutions, Inc., a Nevada corporation
(the “Company”), to amend that Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission
(the “Commission”) on January 3, 2024, as amended by that Current Report on Form 8-K filed by the Company with the Commission
on January 10, 2024 (together, the “Original Reports”), in which the Company reported, among other things, consummation
of the acquisition (the “Acquisition”) of NextTrip Holdings, Inc. (“NextTrip”) pursuant to that Share Exchange
Agreement entered into by and among the Company, NextTrip and certain other parties on October 12, 2023, as subsequently amended on November
19, 2023 (as amended, the “Exchange Agreement”).
This
Second Amendment is being filed solely for the purpose of supplementing the historical NextTrip consolidated financial statements provided
under Item 9.01(a) in the Original Reports to include the NextTrip unaudited consolidated financial statements as of and for the three
and nine months ended November 30, 2023 and 2022. No other amendments or modifications to the Original Reports are being made by this
Second Amendment. This Second Amendment should be read in connection with the Original Reports, which provide a more complete description
of the Acquisition, the Exchange Agreement, certain financial related information, and transactions contemplated thereby.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Business Acquired
The
NextTrip unaudited consolidated financial statements as of and for the three and nine months ended November, 2023 and 2022, along with
the accompanying notes, are attached as Exhibit 99.1 hereto and are incorporated by reference herein.
(d)
Exhibits
See
the accompanying Index to Exhibits, which information is hereby incorporated herein by reference.
INDEX
TO EXHIBITS
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
January 16, 2024 |
SIGMA
ADDITIVE SOLUTIONS, INC. |
|
|
|
|
By:
|
/s/
William Kerby |
|
|
William
Kerby |
|
|
Chief
Executive Officer |
Exhibit
99.1
NextTrip
Group, LLC
Condensed
Consolidated Financial Statements
For
the three and nine months ended November 30, 2023 and 2022
Expressed
in United States Dollars
TABLE
OF CONTENTS
NEXTTRIP
GROUP, LLC
CONDENSED
CONSOLIDATED BALANCE SHEETS
As
of November 30, 2023 and February 28, 2023
(Unaudited)
| |
November
30,
2023 | | |
February
28,
2023 | |
ASSETS: | |
| | |
| |
Cash
and cash equivalents | |
$ | 545,749 | | |
$ | 282,475 | |
Receivables | |
| 25,790 | | |
| - | |
Receivables
– related party, net | |
| 1,942,630 | | |
| 1,933,908 | |
Prepaid
expenses and other current assets | |
| 27,499 | | |
| 8,613 | |
Total
Current Assets | |
| 2,541,668 | | |
| 2,224,996 | |
Non-Current
assets | |
| | | |
| | |
Property
and equipment, net | |
| 7,913 | | |
| 16,536 | |
Intangible
assets, net | |
| 2,282,492 | | |
| 2,768,360 | |
Security
deposit | |
| 15,000 | | |
| 15,000 | |
Right
of use asset | |
| 906,957 | | |
| 1,020,443 | |
Total
Non-Current Assets | |
| 3,212,362 | | |
| 3,820,339 | |
Total
Assets | |
$ | 5,754,030 | | |
$ | 6,045,335 | |
| |
| | | |
| | |
LIABILITIES: | |
| | | |
| | |
Current
Liabilities | |
| | | |
| | |
Accounts
payable | |
$ | 548,328 | | |
$ | 519,136 | |
Accrued
expenses | |
| 473,577 | | |
| 329,922 | |
Convertible
Notes | |
| 5,851,254 | | |
| 3,233,503 | |
Deferred
revenue | |
| 139,511 | | |
| 22,750 | |
Notes
payable - related parties | |
| 624,000 | | |
| 281,000 | |
Operating
Lease Liability – current | |
| 260,128 | | |
| 149,339 | |
Total
Current Liabilities | |
| 7,896,798 | | |
| 4,535,650 | |
| |
| | | |
| | |
Non- Current
Liabilities: | |
| | | |
| | |
Operating
Lease Liability – non-current | |
$ | 753,786 | | |
$ | 864,575 | |
Total
Non-Current Liabilities | |
| 753,786 | | |
| 864,575 | |
Total
Liabilities | |
| 8,650,584 | | |
| 5,400,225 | |
| |
| | | |
| | |
Commitments
and Contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
Members’
Equity: | |
| | | |
| | |
Preferred
units: par value $10, 400,00 authorized, 400,000 issued and outstanding. | |
| 4,000,000 | | |
| 4,000,000 | |
Common
units: par value $0.0001, 1,000,000 authorized, 915,000 issued and outstanding. | |
| 100 | | |
| 100 | |
Additional
Paid in Capital | |
| 13,295,873 | | |
| 13,295,873 | |
Accumulated
deficit | |
| (20,192,527 | ) | |
| (16,650,863 | ) |
Total
Members’ (Deficit)/Equity | |
| (2,896,554 | ) | |
| 645,110 | |
Total
Liabilities and Members’ Equity | |
$ | 5,754,030 | | |
$ | 6,045,335 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements
NEXTTRIP
GROUP, LLC
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR
THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2023 AND 2022
(Unaudited)
| |
For
the nine months ended | | |
For
the three months ended | |
| |
November
30, | | |
November
30, | | |
November
30, | | |
November
30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | 253,014 | | |
$ | 418,487 | | |
$ | 205,789 | | |
$ | 106,099 | |
Cost
of revenue | |
| (203,524 | ) | |
| (346,453 | ) | |
| (162,072 | ) | |
| (94,253 | ) |
Gross profit | |
| 49,490 | | |
| 72,034 | | |
| 43,717 | | |
| 11,846 | |
| |
| | | |
| | | |
| | | |
| | |
Operating
Expenses | |
| | | |
| | | |
| | | |
| | |
General
and administrative | |
| 2,224,490 | | |
| 2,678,719 | | |
| 860,162 | | |
| 915,082 | |
Sales
and marketing | |
| 232,157 | | |
| 612,105 | | |
| 141,618 | | |
| 105,897 | |
Depreciation
and amortization | |
| 918,197 | | |
| 586,564 | | |
| 323,642 | | |
| 234,414 | |
Total
Operating Expenses | |
| 3,374,844 | | |
| 3,877,388 | | |
| 1,325,422 | | |
| 1,255,393 | |
Operating
loss | |
| (3,325,354 | ) | |
| (3,805,354 | ) | |
| (1,281,705 | ) | |
| (1,243,547 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other (Income)/Expenses | |
| | | |
| | | |
| | | |
| | |
Other
expenses/(income) | |
| - | | |
| (18,215 | ) | |
| - | | |
| (14,779 | ) |
Interest
(income) expense, net | |
| 216,310 | | |
| 1,676 | | |
| 77,159 | | |
| 1,153 | |
Total
other (income) expense | |
| 216,310 | | |
| (16,539 | ) | |
| 77,159 | | |
| (13,626 | ) |
Net loss before taxes | |
| (3,541,664 | ) | |
| (3,788,815 | ) | |
| (1,358,864 | ) | |
| (1,229,921 | ) |
Provision
for income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
Net
loss | |
$ | (3,541,664 | ) | |
$ | (3,788,815 | ) | |
$ | (1,358,864 | ) | |
$ | (1,229,921 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic
and diluted income/(loss) per common units | |
$ | (3.87 | ) | |
$ | - | | |
$ | (1.49 | ) | |
$ | - | |
Basic
and diluted income/(loss) per member interests | |
$ | - | | |
$ | (3.79 | ) | |
$ | - | | |
$ | (1.23 | ) |
Basic
and diluted weighted average number of common units | |
| 915,000 | | |
| - | | |
| 915,000 | | |
| - | |
Basic
and diluted weighted average number of member interests | |
| - | | |
| 1,000,000 | | |
| - | | |
| 1,000,000 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements
NEXTTRIP
GROUP, LLC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT
FOR
THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2023 AND 2022
(Unaudited)
For
the nine months ended November 30, 2023
| |
Preferred | | |
Members | | |
Common | | |
Additional Paid in | | |
Accumulated | | |
Total Members’ | |
| |
Units | | |
Amount | | |
Interest | | |
Amount | | |
Units | | |
Amount | | |
Capital | | |
(Deficit) | | |
Equity/(Deficit) | |
Balance, February
28, 2023 | |
| 400,000 | | |
$ | 4,000,000 | | |
| - | | |
$ | - | | |
| 915,000 | | |
$ | 100 | | |
$ | 13,295,873 | | |
$ | (16,650,863 | ) | |
$ | 645,110 | |
Net
Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,541,664 | ) | |
| (3,541,664 | ) |
Balance,
November 30, 2023 | |
| 400,000 | | |
$ | 4,000,000 | | |
| - | | |
$ | - | | |
| 915,000 | | |
$ | 100 | | |
$ | 13,295,873 | | |
| (20,192,527 | ) | |
| (2,896,554 | ) |
For
the three months ended November 30, 2023
| |
Preferred | | |
Members | | |
Common | | |
Additional Paid in | | |
Accumulated | | |
Total Members’ | |
| |
Units | | |
Amount | | |
Interest | | |
Amount | | |
Units | | |
Amount | | |
Capital | | |
(Deficit) | | |
(Deficit) | |
Balance, August
31, 2023 | |
| 400,000 | | |
$ | 4,000,000 | | |
| - | | |
$ | - | | |
| 915,000 | | |
$ | 100 | | |
$ | 13,295,873 | | |
$ | (18,833,663 | ) | |
$ | (1,537,690 | ) |
Net
Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,358,864 | ) | |
| (1,358,864 | ) |
Balance,
November 30, 2023 | |
| 400,000 | | |
$ | 4,000,000 | | |
| - | | |
$ | - | | |
| 915,000 | | |
$ | 100 | | |
$ | 13,295,873 | | |
| (20,192,527 | ) | |
| (2,896,554 | ) |
For
the nine months ended November 30, 2022
| |
Preferred | | |
Members | | |
Common | | |
Additional Paid in | | |
Accumulated | | |
Total Members’ | |
| |
Units | | |
Amount | | |
Interest | | |
Amount | | |
Units | | |
Amount | | |
Capital | | |
(Deficit) | | |
(Deficit) | |
Balance, February
28, 2022 | |
| - | | |
$ | - | | |
| 1,000,000 | | |
$ | 100 | | |
| - | | |
$ | - | | |
$ | - | | |
$ | (11,517,722 | ) | |
$ | (11,517,722 | ) |
Net
Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,788,815 | ) | |
| (3,788,815 | ) |
Balance,
November 30, 2022 | |
| - | | |
$ | - | | |
| 1,000,000 | | |
$ | 100 | | |
| - | | |
$ | - | | |
$ | - | | |
| (15,306,537 | ) | |
| (15,306,537 | ) |
For
the three months ended November 30, 2022
| |
Preferred | | |
Members | | |
Common | | |
Additional Paid in | | |
Accumulated | | |
Total Members’ | |
| |
Units | | |
Amount | | |
Interest | | |
Amount | | |
Units | | |
Amount | | |
Capital | | |
(Deficit) | | |
(Deficit) | |
Balance, August
31, 2022 | |
| - | | |
$ | - | | |
| 1,000,000 | | |
$ | 100 | | |
| - | | |
$ | - | | |
$ | - | | |
$ | (14,076,616 | ) | |
$ | (14,076,616 | ) |
Net
Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,229,921 | ) | |
| (1,229,921 | ) |
Balance,
November 30, 2022 | |
| - | | |
$ | - | | |
| 1,000,000 | | |
$ | 100 | | |
| - | | |
$ | - | | |
$ | - | | |
| (15,306,537 | ) | |
| (15,306,537 | ) |
The
accompanying notes are an integral part of these condensed consolidated financial statements
NEXTTRIP
GROUP, LLC
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE NINE MONTHS ENDED NOVEMBER 30, 2023 AND 2022
(UNAUDITED)
| |
November
30, 2023 | | |
November
30, 2022 | |
Cash Flows
from Operating Activities: | |
| | | |
| | |
Net Loss | |
$ | (3,541,664 | ) | |
$ | (3,788,815 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 918,508 | | |
| 586,564 | |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Receivables | |
| (25,790 | ) | |
| (367,121 | ) |
Prepaid expenses and other
current assets | |
| (18,886 | ) | |
| (337,986 | ) |
Accounts payable and accrued
expenses | |
| 172,847 | | |
| 1,215,114 | |
Deferred revenue | |
| 116,761 | | |
| 260,293 | |
Right
of use asset | |
| 113,486 | | |
| 79,032 | |
Net
cash used in operating activities | |
| (2,264,738 | ) | |
| (2,352,919 | ) |
| |
| | | |
| | |
Cash Flows
from Investing activities: | |
| | | |
| | |
Purchase of equipment | |
| (6,612 | ) | |
| 15,216 | |
Purchase
of intangible assets | |
| (417,405 | ) | |
| (2,283,605 | ) |
Net
cash used in investing activities | |
| (424,017 | ) | |
| (2,268,389 | ) |
| |
| | | |
| | |
Cash Flows
from Financing Activities: | |
| | | |
| | |
Proceeds from convertible
notes issued | |
| 2,617,751 | | |
| - | |
Advances
from related party | |
| 334,278 | | |
| 4,394,460 | |
Net
cash provided by financing activities | |
| 2,952,029 | | |
| 4,394,460 | |
| |
| | | |
| | |
Change
in cash | |
| 263,274 | | |
| (226,848 | ) |
Cash
balance, beginning of the period | |
| 282,475 | | |
| 231,050 | |
Cash
balance, end of the period | |
$ | 545,749 | | |
$ | 4,202 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements
NEXTTRIP
GROUP, LLC
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 1. | Business
Description and Going Concern |
NextTrip
Group, LLC (“NextTrip” or the “Company”) was incorporated on January 7, 2021 organized under the laws of the
State of Florida. The operating agreement of NextTrip Group, LLC was entered into January 11, 2021 and made effective January 11, 2021.
The Company’s head office is located at 1560 Sawgrass Corporate Pkwy, 4th Floor, Sunrise, FL, 33323. The consolidated
financial statements include the accounts of the Company’s wholly owned subsidiaries, NextTrip Holdings Inc. incorporated October
22, 2015, and Extraordinary Vacations USA, Inc. incorporated June 24, 2002.
The
Company provides sales originating in the United States, with a primary emphasis on alternative lodging rental (“ALR”) properties,
hotel, air, cruise, and all-inclusive travel packages. Our proprietary booking engine, branded as NextTrip 2.0, provides travel distributors
access to a sizeable inventory.
On
January 25, 2023, NextPlay Technologies Inc. (“NextPlay”) and NextTrip Group, LLC (“NextTrip”) entered into an
Amended and Restated Separation Agreement (“Separation Agreement”), on Amended and Restated Operating Agreement (“Operating
Agreement”), Exchange Agreement (“Exchange Agreement”), and together (“Agreements”) whereby NextPlay transferred
their interest in the travel business to NextTrip. As per the Exchange Agreement, NextPlay exchanged 1,000,000 Membership Units of NextTrip
for 400,000 Preferred Units in NextTrip. The Preferred Units have a value of $10.00 per Unit, NextTrip had a payable amount to NextPlay
of $17,295,873. This was partial payment that was exchanged for the 400,000 Preferred Units in NextTrip as per the Exchange Agreement.
Any intercompany amount owed after the separation date are to be considered a promissory note bearing 5% interest per annum. NextPlay
has a balance owing to NextTrip of $1,942,630 as of November 30, 2023. As per ASC 505-10-45-2 the reporting of the paid in capital is
considered equity.
The
Company has accounted for the business transfer on a retroactive basis. All assets, liabilities and results of operations assumed in
this transaction are the basis of these financial statements.
The
company owns 50% of Next Innovation LLC (Joint Venture) and this entity is in the process of a first structure plan. No activities nor
operations occurred in 2023 and NextTrip Group, LLC does not have control on the company and therefore no minority interest was recorded.
On
November 3, 2023, NextTrip Group LLC (NextTrip) a Florida corporation, and Sigma Additive Solutions (SASI), a Nevada corporation signed
a letter of intent reflecting the mutual intention of both parties to merge. The consummation of the Proposed Transaction (the “Closing”)
will take place at the offices of a location that is mutually acceptable to the Parties on the first business day after the day the last
of the conditions set forth in the Definitive Agreements is satisfied or waived, or at such other place and date as is agreed between
the Parties (the “Closing Date”). The Parties shall use commercially reasonable efforts to cause the Closing Date to occur
on or before November 30, 2023, unless otherwise agreed in writing by the parties.
Going
Concern
As
of November 30, 2023, the Company had an accumulated deficit of $20,192,527, working capital deficit of $5,355,130, cash used in operating
activities of $2,264,738 and has incurred losses since incorporation. The Company will need to raise additional funds through equity
or debt financings to support the on-going operations, increase market penetration of our products, expand the marketing and development
of our travel and technology driven products, provide capital expenditures for additional equipment and development costs, payment obligations,
and systems for managing the business including covering other operating costs until the planned revenue streams are fully implemented
and begin to offset our operating costs. Failure to obtain additional capital to finance the Company’s working capital needs on
acceptable terms, or at all, would negatively impact the Company’s financial condition and liquidity.
Recent
Issues Surrounding the COVID-19 Pandemic
On
March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse
public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn.
The
duration and severity of the COVID-19 pandemic impeded global economic activity for an extended period of time, even as restrictions
have been lifted in many jurisdictions (including the United States) and vaccines are being made available, leading to decreased per
capita income and disposable income, increased and sustained unemployment or a decline in consumer confidence, all of which significantly
reduced discretionary spending by individuals and businesses on travel and may create a recession in the United States or globally. In
turn, that could have a negative impact on demand for our services. We also cannot predict the long-term effects of the COVID-19 pandemic
on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry. The aforementioned
circumstances could result in a material adverse impact on our business, financial condition, results of operations and cash flows, potentially
for a prolonged period.
Although
we currently cannot predict the full impact of the COVID-19 pandemic on our fiscal 2024 financial results relating to our operations,
we anticipate an increase in year-over-year revenue as compared to fiscal year 2023. However, the ultimate extent of the COVID-19 pandemic
and its impact on global travel and overall economic activity is constantly changing and impossible to predict currently. However, the
Company is seeing the return to normal operations.
| 2. | Summary
of Significant Accounting Policies |
Basis
of Presentation and Principles of Consolidation
The
financial statements have been prepared on a condensed consolidated basis with those of the Company’s wholly owned subsidiaries.
All intercompany transactions and balances have been eliminated in consolidation.
These
unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and
Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”)
for interim financial information. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information
and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we
have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These
unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the
year ended February 28, 2023 and notes thereto and other pertinent information contained in our annual audited report dated November
14, 2023. The results of operations for the three and nine months ended November 30, 2023, are not necessarily indicative of the results
to be expected for the full fiscal year ending February 28, 2024.
Limited
Liability of Members
Limitations
on Liability of Managers and Members. The liability of the Managers to the Company and the Members shall be limited to the extent, now
or hereafter set forth in the Articles, this Operating Agreement and as provided under the Florida Act.
No
Personal Liability, except as otherwise provided in the Florida Act or by Applicable Law, no Members, Manager or Officer will be obligated
personally for any debt, obligation or liability of the Company or of any Company Subsidiaries, whether arising in contract, tort or
otherwise, solely by reason of being a Member, Manager and/or Officer.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates. These differences could have a material effect on the Company’s future results of operations and financial position.
Significant items subject to estimates and assumptions include the carrying amounts of intangible assets, depreciation and amortization.
Information
about key assumptions and estimation uncertainty that has a significant risk of resulting in a material adjustment to the carrying amounts
of the Company’s assets and liabilities within the next financial year are referenced in the notes to the financial statements
as follows:
|
● |
The
assessment of the Company to continue as a going concern; |
|
● |
The
measurement and useful life of intangible assets and property and equipment |
|
● |
Recoverability
of long lived assets |
Cash
Cash
consists of amounts denominated in US dollars. The Company has not experienced any losses on such accounts. The Company considers all
highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. This includes a letter of credit
for $10,000. There were no cash equivalents as of November 30, 2023, or 2022. In addition, the Company maintains its cash in bank deposit
accounts which, at times, may exceed federally insured limits.
Prepaids
The
Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are
expensed over time according to the terms of the purchase. Other current assets are recognized when it is probable that the future economic
benefits will flow to the Company and the asset has a cost or value that can be measured reliably. It is then charged to expense over
the expected number of periods during which economic benefits will be realized.
Receivables
Receivables
are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate
of the amount of probable credit losses in its existing receivable.
The
Company considers receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If amounts become
uncollectible, they will be charged to operations when that determination is made.
Receivables
balances as of November 30, 2023, and February 28, 2023, were $25,790 and $0, respectively. Receivables to a related party were $1,942,630
and $1,933,908, respectively. The November 30, 2023, balance includes a receivable due from NextPlay for $1,942,630. Management has determined
that no allowance for credit losses is necessary as of November 30, 2023, or February 28, 2023.
Property
and Equipment
Recognition
and measurement
Items
of property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. When parts of an item
of property and equipment have different estimated useful lives, they are accounted for as separate items within property and equipment.
The costs of the ongoing regular repairs and maintenance of property and equipment are recognized in the period in which they are incurred.
Depreciation
Depreciation
is recognized in profit or loss over the estimated useful lives of each part of an item of property and equipment in a manner that most
closely reflects management’s estimated future consumption of the future economic benefits embodied in the asset. The estimated
useful lives for the Company’s property and equipment are as follows:
Category | |
Method | |
Estimated
useful life |
Furniture & Fixtures | |
Straight line | |
5 years |
Computer & Equipment | |
Straight line | |
3 years |
Intangible
assets
The
Company measures separately acquired intangible assets at cost less accumulated amortization and impairment losses. The Company recognizes
internally developed intangible assets when it has determined that the completion of such is technically feasible, and the Company has
sufficient resources to complete the development. Subsequent expenditures are capitalized when they increase the future economic benefits
of the associated asset. All other expenditures are recorded in profit or loss as incurred.
The
Company assesses whether the life of intangible asset is finite or indefinite. The Company reviews the amortization method and period
of use of its intangible assets at least annually. Changes in the expected useful life or period of consumption of future economic benefits
associated with the asset are accounted for prospectively by changing the amortization method or period as a change in accounting estimates
in profit or loss. The Company has assessed the useful life of its trademarks as indefinite.
The
estimated useful lives for the Company’s finite life intangible assets are as follows:
Category | |
Method | |
Estimated
useful life |
Software | |
Straight line | |
3 years |
Software
licenses | |
Straight
line | |
0.5
- 4 years |
Software
Development Costs
The
Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application
in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased,
or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility.
The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment
by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software
and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general
release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of
the product.
Impairment
of Intangible Assets
In
accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable
intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company
considers important, which could trigger an impairment review include the following:
1.
Significant underperformance compared to historical or projected future operating results.
2.
Significant changes in the manner or use of the acquired assets or the strategy for the overall business, and
3.
Significant negative industry or economic trends.
When
the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more
of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows,
the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using
a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management
judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have
finite useful lives are amortized over their useful lives.
Leases
The
Company adopted ASU 2016-02 (Topic ASC 842) Leases, which requires a lessee to recognize a lease asset and a leases liability for operating
leases arrangements greater than twelve (12) months.
We
determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are
included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.
ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present
value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement
date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include
options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments
is recognized on a straight-line basis over the lease term.
Concentration
of Credit Risk
Financial
instruments that potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.
The Company places its cash and cash equivalents with high quality financial institutions. Cash and cash equivalents were $545,749 and
$282,475, at November 30, 2023 and February 28, 2023, respectively, 100% of it located in the U.S.
Fair
Value of Financial Instruments
The
Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as
for certain assets and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price,
or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
as the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes
the use of unobservable inputs to value its financial instruments:
|
● |
Level
1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. |
|
|
|
|
● |
Level
2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. |
|
|
|
|
● |
Level
3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values
are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which
the determination of fair value requires a significant judgment or estimation. |
Financial
instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair
value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety
requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation
methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts
recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.
The
carrying amounts of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses,
convertible notes and notes payable are of approximately fair value due to the short-term maturities of these instruments.
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance
obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation, and recognizing
revenue when the performance obligation is satisfied.
The
Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of
cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability
is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to
the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).
The
Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at
destinations throughout the world.
The
Company controls the specified travel product before it is transferred to the customer and is therefore a principal, include but not
limited to, the following:
|
● |
The
Company is primarily responsible for fulling 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. |
Payments
for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at
the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).
From
time to time, payments are made to suppliers in advance of customer bookings as required by hotels. These payments are recognized as
costs of goods at the earlier of the date of travel or the last date of cancellation.
Loss
Per Member Interests/Common Units
Basic
loss per member interests/common units is computed by dividing net loss by the weighted average number of member interest/common units
outstanding during the period. Diluted loss per member interests/common units is computed considering the dilutive effect of preferred
stock and convertible debt using the treasury stock method. However, no diluted loss per member interests/common units can be computed
for the period as; 1) the conversion price and units for preferred units is undeterminable due to the unpredictability of future events,
and 2) convertible debt is not expected to be converted as the conversion price is substantially higher than the current value of the
member interests/common units.
Sales
and Marketing
Selling
and administration expenses consist primarily of marketing and promotional expenses, expenses related to our participation in industry
conferences, and public relations expenses.
Sales
and marketing expenses are charged to expenses as incurred and are included in selling and promotions expenses in the accompanying consolidated
financial statements. Sales and marketing expenses for the three months ended November 30, 2023, and 2022, was $141,618 and $105,897,
respectively. Sales and marketing expenses for the nine months ended November 30, 2023 and 2022 was $232,157 and $612,105 respectively.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the
deferred tax assets will not be realized.
Tax
benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated
financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood
of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a
component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting
periods presented.
No
provision for federal income taxes is necessary in the financial statements of the subsidiaries as they have elected to be treated
as a partnership for tax purposes and therefore they are not subject to federal income tax and the tax effect of its activities accrues
to the members.
In
certain circumstances, partnerships may be held to be associations taxable as corporations. The IRS has issued regulations specifying
circumstances under current law when such a finding may be made, and management, based on those regulations that the partnership is not
an association taxable as a corporation. A finding that the partnership is an association taxable as a corporation could have a material
adverse effect on the financial position and results of operations of the partnership.
Recently
adopted accounting pronouncements
In
November 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—
Contracts in Entity’s Own Equity (Subtopic 815-40). The FASB issued this ASU to address issues identified as a result of the complexity
associated with GAAP for certain financial instruments with characteristics of liabilities and equity. Complexity associated with the
accounting is a significant contributing factor to numerous financial statement restatements and results in complexity for users attempting
to understand the results of applying the current guidance. In addressing the complexity, the FASB focused on amending the guidance on
convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. For convertible
instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock.
Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared
with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features
that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for
a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums
are recorded as paid-in capital. The FASB concluded that eliminating certain accounting models simplifies the accounting for convertible
instruments, reduces complexity for preparers and practitioners, and improves the decision usefulness and relevance of the information
provided to financial statement users. In addition to eliminating certain accounting models, the FASB also decided to enhance information
transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance on
the basis of feedback from financial statement users. The FASB decided to amend the guidance for the derivatives scope exception for
contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The FASB observed that the application
of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically
similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this ASU are effective
for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted,
but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The FASB specified
that an entity should adopt the guidance as of the beginning of its annual fiscal year. The FASB decided to allow entities to adopt the
guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company adopted
ASU 2020-06 on April 1, 2022, on a prospective basis. The adoption of this standard did not have an impact on the Company’s consolidated
financial statements.
In
May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50),
Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU
2021-04 requires accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants)
that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. The
recognition of the modification depends on the nature of the transaction in which the equity-classified written call option is modified.
If there is more than one element in a transaction (for example, if the modification involves both a debt modification and an equity
issuance), then the guidance requires allocating the effect of the option modification to each element. ASU 2021-04 is effective for
the Company beginning in the first quarter of 2022. ASU 2021-04 should be applied prospectively to modifications or exchanges occurring
on or after the effective date of the amendments. The Company adopted ASU 2021-04 on April 1, 2022, on a prospective basis. The adoption
of this standard did not have an impact on the Company’s consolidated financial statements.
In
March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures.
Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of
Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach
with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops,
and performing an archival review of financial reports. ASU No. 2022-02 is effective for annual and interim periods beginning after December
15, 2022. The adoption of this standard did not have a significant impact on the Company’s unaudited condensed consolidated financial
statements.
The
Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will
have a material impact on its consolidated financial statements.
| 3. | Prepaid
and Other Current Assets |
Prepaid
and other current assets consisted of the following as of November 30, 2023, and February 28, 2023:
| |
November
30, 2023 | | |
February
28,
2023 | |
Prepaid marketing
expenses | |
$ | 100 | | |
$ | 100 | |
Prepaid legal expenses | |
| 15,218 | | |
| - | |
Prepaid
other expenses | |
| 12,181 | | |
| 8,513 | |
Total | |
$ | 27,499 | | |
$ | 8,613 | |
On
January 25, 2023, as part of the separation agreement with NextPlay Technologies Inc., the Company assumed control of a lease arrangement
for office space in Florida.
The
following summarizes the right-of-use asset and lease information about the Company’s operating lease as of November 30, 2023:
Period
ended November 30 | |
2023 | |
Lease cost | |
| | |
Operating lease
cost | |
$ | 18,697 | |
Amortization
of right of use asset | |
| 74,848 | |
Total
lease cost | |
| 93,545 | |
| |
| | |
Other information | |
| | |
Cash paid from operating cash
flows from operating leases | |
$ | 0 | |
Right-of-use assets | |
| 906,957 | |
| |
| | |
Weighted average remaining
lease term - operating lease (years) | |
| 4.8 | |
Weighted average discount
rate - operating lease | |
| 9.18 | % |
Future
minimum lease payments under the operating lease liability has the following non-cancellable lease payments at November 30, 2023:
Future
minimum lease payments under operating leases | |
| |
Year ended February 28, | |
| | |
2024 | |
$ | 228,801 | |
2025 | |
| 233,365 | |
2026 | |
| 238,056 | |
2027 | |
| 242,874 | |
2028 | |
| 247,818 | |
Thereafter | |
| 105,397 | |
| |
| 1,296,311 | |
Less:
Imputed interest | |
| (282,397 | ) |
Operating
lease liability | |
| 1,013,914 | |
Operating
lease liability - Current | |
| 260,128 | |
Operating
lease liability - Non-current | |
$ | 753,786 | |
As
of November 30, 2023, the Company is in payment default on their operating lease cost to a total of $209,365 which is included in the
current portion of operating lease liability.
Property
and equipment as of November 30, 2023 and February 28, 2023, consisted of the following:
| |
November
30, 2023 | | |
February
28,
2023 | |
Furniture and
Fixtures | |
$ | 17,018 | | |
$ | 17,018 | |
Computer
and Equipment | |
| 80,161 | | |
| 73,548 | |
Total | |
| 97,179 | | |
| 90,566 | |
Accumulated
depreciation | |
| (89,266 | ) | |
| (74,030 | ) |
Property
and Equipment, net of depreciation | |
$ | 7,913 | | |
$ | 16,536 | |
Depreciation
for the three months ended November 30, 2023 and 2022 was $4,685 and $8,273 respectively, and depreciation expense for the nine months
ended November 30, 2023 and 2022 was $15,235 and $22,898, respectively, and for the year ended February 28, 2023, was $30,386, recorded
in operating expenses.
During
the period ended November 30, 2023, and the year ended February 28, 2023, the Company acquired property and equipment of $6,612 and $2,928,
respectively.
Intangible
assets as of November 30, 2023 and year ended February 28, 2023 consisted of the following:
| |
November
30,
2023 | | |
February
28,
2023 | |
Software Development | |
$ | 6,335,448 | | |
$ | 6,218,044 | |
Software Licenses | |
| 737,576 | | |
| 477,576 | |
Trademark | |
| 6,283 | | |
| 6,283 | |
Total | |
| 7,079,307 | | |
| 6,701,903 | |
Accumulated
amortization | |
| (4,796,815 | ) | |
| (3,933,543 | ) |
Intangible
assets, net of amortization | |
$ | 2,282,492 | | |
$ | 2,768,360 | |
Amortization
expense for the three months ended November 30, 2023 and 2022 was $318,957 and $226,142 respectively. Amortization expense for the nine
months ended November 30, 2023 and 2022 was $863,272 and $563,666 respectively, and for the year ended February 28, 2023, was $776,497,
and recorded in operating expenses. Amortization for the next two years on the ending balance as of November 30, 2024, and 2025 will
be $1,023,901 and $700,984 respectively.
| 7. | Accounts
Payable and Accrued Liabilities |
As
of November 30, 2023, the Company had accounts payable of $548,328 and accrued liabilities of $473,577, compared to $519,136 of accounts
payable and $329,922 of accrued expenses for the year ended February 28, 2023.
On
July 27, 2022, the Company issued a $150,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in SASIC at a conversion price
of $3.00 per common share, subject to adjustments. Upon conversion, the counterparty will obtain one (1) warrant for each share received,
in which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October
31, 2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $2,959 and $2,959, respectively.
During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $9,008 and $4,142, respectively, (for
the year ended February 28, 2023, $7,101) related to the note. The note has a maturity date of December 31, 2023.
On
July 27, 2022, the Company issued a $200,000 convertible note upon the receipt of such proceeds from the counterparty. The note bears
interest at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
SASI at a conversion price of $3.00 per common share, subject to adjustments and , the counterparty will obtain one (1) warrant for each
share received, in which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share,
until October 31, 2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $3,945 and
$3,995, respectively. During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $12,011 and
$5,523, respectively, (for the year ended February 28, 2023, $9,468) related to the note. The note has a maturity date of December 31,
2023.
On
August 5, 2022, the Company issued a $12,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and, the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $237 and $237 respectively.
During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $721 and $308, respectively, (for
the year ended February 28, 2023, $544) related to the note. The note has a maturity date of February 5, 2023, and the holder has no
intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
August 6, 2022, the Company issued a $500,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and, the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $9,863 and $9,853, respectively.
During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $30,027 and $12,712, respectively,
(for the year ended February 28, 2023, $22,575) related to the note. The note has a maturity date of February 6, 2023, and the holder
has no intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
September 14, 2022, the Company issued a $100,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments and, the counterparty will obtain one (1) warrant for
each share received, in which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per
share, until October 31, 2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $1,973
and $1,688 respectively. During the nine months ended November 31, 2023, and 2022, the Company recorded accrued interest of $6,005 and
$1,688 respectively, (for the year ended February 28, 2023, $3,660) related to the note. The note has a maturity date of February 24,
2023, and the holder has no intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration
of the maturity date.
On
October 31, 2022, the Company issued a $250,000 convertible note upon the receipt of such proceeds from a third party, with an option
to increase the note to $500,000 up until November 8, 2022. In accordance with an amended agreement, the note bears interest at a rate
of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $4,931 and $1,644, respectively.
During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $15,014 and $1,644 respectively, (for
the year ended February 28, 2023, $6,575) related to the note. The note has a maturity date of January 31, 2023, and the holder has no
intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
November 22, 2022, the Company a $150,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and, the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $2,959 and $263, respectively.
During the nine months ended November 30 31, 2023, and 2022, the Company recorded accrued interest of $9,008 and $263, respectively,
(for the year ended February 28, 2023, $3,222) related to the note. The note has a maturity date of February 28, 2023, and the holder
has no intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
December 1, 2022, the Company issued a $75,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments and, the counterparty will obtain one (1) warrant for
each share received, in which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per
share, until October 31, 2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $1,480
and $0, respectively. During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $4,504 and $0,
respectively, (for the year ended February 28, 2023, $1,463) related to the note. The note has a maturity date of February 28, 2023,
and the holder has no intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of
the maturity date.
On
December 1, 2022, the Company issued a $50,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for
each share received, in which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per
share, until October 31, 2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $986
and $0, respectively. During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $3,003 and $0,
respectively, (for the year ended February 28, 2023, $975) related to the note. The note has a maturity date of July 31, 2023, and the
holder has no intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity
date.
On
December 12, 2022, the Company issued a $350,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for
each share received, in which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per
share, until October 31, 2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $6,904
and $0, respectively. During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $21,019 and
$0, respectively, (for the year ended February 28, 2023, $5,984) related to the note. The note has a maturity date of April 30, 2023,
and the holder has no intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of
the maturity date.
On
December 12, 2022, the Company issued a $250,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for
each share received, in which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per
share, until October 31, 2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $4,931
and $0, respectively. During the six months ended August 31, 2023, and 2022, the Company recorded accrued interest of $15,014 and $0,
respectively, (for the year ended February 28, 2023, $4,274) related to the note. The note has a maturity date of February 28, 2023,
and the holder has no intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of
the maturity date.
On
January 25, 2023, the Company issued a $250,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for
each share received, in which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per
share, until October 31, 2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $4,931
and $0, respectively. During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $15,014 and
$0, respectively, (for the year ended February 28, 2023, $1,863) related to the note. The note has a maturity date of July 31, 2023,
and the holder has no intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of
the maturity date.
On
January 31, 2023, the Company issued a $600,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments and, the counterparty will obtain one (1) warrant for
each share received, in which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per
share, until October 31, 2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $11,836
and $0, respectively. During the six months ended August 31, 2023, and 2022, the Company recorded accrued interest of $36,033 and $0,
respectively, (for the year ended February 28, 2023, $3,682) related to the note. The note has a maturity date of July 31, 2023, and
the holder has no intention of calling the note, nor is there any penalty or change in the interest rate due to the expiration of the
maturity date.
On
February 21, 2023, the Company issued a $75,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share and the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $1,479 and $1,688 respectively.
During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $4,509 and $1,688, respectively, (for
the year ended February 28, 2023, $115) related to the note. The note has a maturity date of July 31, 2023, and the holder has no intention
of calling the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
March 13, 2023, the Company issued a $50,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $986 and $0, respectively. During
the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $3,003 and $0 respectively, (for the year
ended February 28, 2023, $0) related to the note. The note has a maturity date of May 28, 2023, and the holder has no intention of calling
the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
April 4, 2023, the Company issued a $200,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months November 30, 2023, and 2022 the Company recorded accrued interest of $3,995 and $0, respectively. During
the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $12,011 and $0 respectively, (for the year
ended February 28, 2023, $0) related to the note. The note has a maturity date of May 31, 2023, and the holder has no intention of calling
the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
April 24, 2023, the Company issued a $100,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $1,962 and $0 respectively.
During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $6,005 and $0 respectively, (for the
year ended February 28, 2023, $0) related to the note. The note has a maturity date of May 31, 2023, and the holder has no intention
of calling the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
May 12, 2023, the Company issued a $50,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $986 and $0 respectively. During
the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $3,003 and $0 respectively, (for the year
ended February 28, 2023, $0) related to the note. The note has a maturity date of May 31, 2023, and the holder has no intention of calling
the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
May 12, 2023, the Company issued a $50,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $986 and $0, respectively. During
the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $3,003 and $0, respectively, (for the year
ended February 28, 2023, $0) related to the note. The note has a maturity date of May 31, 2023, and the holder has no intention of calling
the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
May 30, 2023, the Company issued a $25,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $493 and $0 respectively. During
the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $1,501 and $0, respectively, (for the year
ended February 28, 2023, $0) related to the note. The note has a maturity date of August 31, 2023, and the holder has no intention of
calling the note, nor is there any penalty or change in the interest rate due to the expiration of the maturity date.
On
June 9, 2023, the Company issued a $175,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 8% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments and the counterparty will obtain one (1) warrant for each share received, in
which the counterparty may purchase one (1) share of the Company’s common stock at a price of $3.00 per share, until October 31,
2025. During the three months ended November 30, 2023, and 2022 the Company recorded accrued interest of $3,952 and $0, respectively.
During the nine months ended November 30, 2023, and 2022, the Company recorded accrued interest of $10,511 and $0, respectively, (for
the year ended February 28, 2023, $0) related to the note. The note has a maturity date of August 31, 2023, and the holder has no intention
of calling the note.
On
September 19, 2022, the Company entered into a Software as a Service Agreement with a prospective client in which the Company received
a $150,000 down payment upon signing of the contract. On December 31, 2022, the Company entered into an amended agreement with the counterparty
in which the down payment became a noninterest bearing share issuance obligation in which such amount will, if the merger is approved,
be converted to shares in Sigma Additive Solutions Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15).
Upon conversion the note will convert to shares in the SASI at a conversion price of $3.00 per common share, subject to adjustments and
the counterparty will obtain one (1) warrant for each share received, in which the counterparty may purchase one (1) share of the Company’s
common stock at a price of $3.00 per share, until October 31, 2025. As of August 31, 2023, and as of February 28, 2023, the Company has
classified the obligation to issue shares in accordance with the agreement as a current liability.
On
August 10, 2023, the Company issued a $100,050 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified
the obligation to issue shares in accordance with the agreement as a current liability.
On
August 10, 2023, the Company issued a $100,050 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified
the obligation to issue shares in accordance with the agreement as a current liability.
On
August 10, 2023, the Company issued a $200,010 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments As of November 30, 2023, the Company has classified
the obligation to issue shares in accordance with the agreement as a current liability.
On
August 10, 2023, the Company issued a $30,000 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified the obligation to issue
shares in accordance with the agreement as a current liability.
On
August 14, 2023, the Company issued a $25,500 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified the obligation to issue
shares in accordance with the agreement as a current liability.
On
August 14, 2023, the Company issued a $25,500 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified the obligation to issue
shares in accordance with the agreement as a current liability.
On
September 21, 2023, the Company issued a $400,200 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified
the obligation to issue shares in accordance with the agreement as a current liability.
On
September 27, 2023, the Company issued a $25,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified
the obligation to issue shares in accordance with the agreement as a current liability.
On
October 2, 2023, the Company issued a $50,010 convertible note upon the receipt of such proceeds from a third party. The note bears interest
at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions Inc. (“SASI”)
a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in the SASI at a conversion
price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified the obligation to issue
shares in accordance with the agreement as a current liability.
On
October 31, 2023, the Company issued a $25,050 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified
the obligation to issue shares in accordance with the agreement as a current liability.
On
October 26, 2023, the Company issued a $375,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified
the obligation to issue shares in accordance with the agreement as a current liability.
On
October 31, 2023, the Company issued a $25,050 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified
the obligation to issue shares in accordance with the agreement as a current liability.
On
November 6, 2023, the Company issued a $375,000 convertible note upon the receipt of such proceeds from a third party. The note bears
interest at a rate of 0% per annum and such amount will, if the merger is approved, be converted to shares in Sigma Additive Solutions
Inc. (“SASI”) a company trading on the Nasdaq stock exchange (note 15). Upon conversion the note will convert to shares in
the SASI at a conversion price of $3.00 per common share, subject to adjustments. As of November 30, 2023, the Company has classified
the obligation to issue shares in accordance with the agreement as a current liability.
As
a result of the Exchange Agreement (“Exchange Agreement”) entered on January 25, 2023, NextPlay Technologies Inc.
(“NextPlay”) and NextTrip Group, LLC (“NextTrip”), NextPlay exchanged 1,000,000 Membership Interests of
NextTrip for 400,000 Preferred Units in NextTrip (see note 1). The preferred units have no voting rights and earn no dividends, and
can be converted into common stock, equal to one common unit for each preferred unit, through optional conversion, upon (i) mutual
consent of such preferred holder and the company or (ii) if, after 12 months from the initial date of issuance of the preferred
units the preferred holder is required to convert any preferred units to be compliant under the US Investment Company Act of 1940 or
per automatic conversion (i) the completion of a qualified listing or (ii) the date that is (48) months from the last issuance date
of the preferred units, provided, however, that the preferred holders shall have option to require the Company to redeem, any
remaining units prior to such automatic conversion. In fiscal year 2022 the Company did not issue any Preferred Units.
For
the period ended November 30, 2022, the Company had 1,000,000 Membership Interests authorized and 1,000,000 issued and outstanding respectively
with a par value of $.0001 per unit. In January 25, 2023 1,000,000 Membership Interests outstanding were exchanged for Preferred Units
(see note 9) and the Member Interests were cancelled accordingly.
For
the period ended November 30, 2023, and 2022, the Company has 1,000,000 Common Units, par value $.0001 authorized. During the year ended
February 28, 2023, the Company issued 915,000 Common Units to William Kerby and Donald Monaco (see note 1). All shares have equal voting
rights, are non-assessable, and have one vote per unit. 100 common units were issued and outstanding in the fiscal year 2022.
| 12. | Related
Party Transactions |
|
(i) |
Travel
Booking Engine Purchase: |
|
|
|
|
|
On
February 28, 2023, the Company purchased the right, title and interest in Travel and Media Tech, LLC ‘s (“TMT”)
“Bookit” or “NextTrip 2.0” booking engine, customer lists, inclusion of all current content associated to
hotel and destination product in the booking engine (pictures, hotel descriptions, restaurant descriptions, room descriptions, amenity
descriptions, and destination information.)and source code related thereto from TMT a related entity owned by Don Monaco and William
Kerby. This was an asset purchase made by the Company as per the agreement between both parties. |
|
|
|
|
(ii) |
The
Company’s related parties Messrs. William Kerby and Donald Monaco, have the authority and responsibility for planning, directing,
and controlling the activities of the Company. |
|
|
|
|
(iii) |
NextPlay
and the Company entered into an agreement for NextPlay to transfer all of its Travel Business to the Company. This transaction was
accounted for retroactively (see note 1). |
|
|
|
|
(iv) |
Amounts
due to related parties as of November 30, 2023, was $624,000 and $281,000 as at February 28, 2023. The amount due in 2023 relates
directly to William Kerby and Donald Monaco. |
|
|
|
|
(v) |
Amounts
due from related parties (NextPlay Technologies, Inc) as of November 30, 2023, was $1,942,630 and $1,933,908 as at February 28, 2023. |
Deferred
revenue as of November 30, 2023, and year ended February 28, 2023, was $139,511 and $22,750, respectively.
Deferred
revenue consists of travel deposits received from users in advance of revenue recognition. The deferred revenue balance for the periods
ended November 30, 2023, and February 28, 2023, was driven by cash payments from customers in advance of satisfying our performance obligations.
| 14. | 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 could, 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 management’s evaluation of the possible liability or outcome of such litigation
or claims.
|
1. |
The
Company has evaluated subsequent events through December 21, 2023, the date on which these financial statements were available to
be issued. The Company did not identify any material subsequent events requiring adjustments to or disclosure in its financial statements,
other than those noted below. |
|
|
|
|
2. |
The
holders of Convertible Notes (see note 8), which have matured as of the issuance of the quarter review have not called the notes,
nor have they provided notice on intention of calling the note. |
|
|
|
|
3. |
On
July 25, 2023, NextTrip Group LLC (NextTrip) a Florida corporation, and Sigma Additive Solutions Inc. (SASI), a Nevada corporation
signed a letter of intent reflecting the mutual intention of both parties to merge and further on October 12, 2023, signed a Definitive
Agreement executing the transaction. The consummation of the Proposed Transaction (the “Closing”) will take place at
the offices of a location that is mutually acceptable to the Parties on the first business day after the day the last of the conditions
set forth in the Definitive Agreement is satisfied or waived, or at such other place and date as is agreed between the Parties (the
“Closing Date”). The Parties shall use commercially reasonable efforts to cause the Closing Date to occur on or before
January 31, 2024, unless otherwise agreed in writing by the parties. |
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Grafico Azioni Sigma Additive Solutions (NASDAQ:SASI)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Sigma Additive Solutions (NASDAQ:SASI)
Storico
Da Dic 2023 a Dic 2024