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NEXTPLAY TECHNOLOGIES INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

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Normal Data

This data ought to be learn along with the interim unaudited
condensed consolidated monetary statements and the notes thereto included in
this Quarterly Report on Type 10-Q (the “Report”), and Half II, Merchandise 7,
Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of
Operations contained in our Annual Report on Type 10-Okay for the yr ended
February 28, 2022, filed with the Securities and Alternate Fee on June 21,
2022
.

Sure capitalized phrases used beneath and in any other case outlined beneath, have the
meanings given to such phrases within the footnotes to our consolidated monetary
statements included above beneath “Half I – Monetary Data – Merchandise 1.
Monetary Statements”.

Our brand and a few of our logos and tradenames are used on this Report. This
Report additionally consists of logos, tradenames and repair marks which are the
property of others. Solely for comfort, logos, tradenames and repair
marks referred to on this Report might seem with out the ®, ™ and SM symbols.
References to our logos, tradenames and repair marks usually are not supposed to
point out in any approach that we’ll not assert to the fullest extent beneath
relevant legislation our rights or the rights of the relevant licensors if any, nor
that respective homeowners to different mental property rights is not going to assert, to
the fullest extent beneath relevant legislation, their rights thereto. We don’t intend
the use or show of different firms’ logos and commerce names to indicate a
relationship with, or endorsement or sponsorship of us by, another firms.

The market knowledge and sure different statistical data used all through this
Report are primarily based on unbiased trade publications, studies by market
analysis corporations or different unbiased sources that we imagine to be dependable
sources. Business publications and third-party analysis, surveys and research
typically point out that their data has been obtained from sources
believed to be dependable, though they don’t assure the accuracy or
completeness of such data. We’re chargeable for all the disclosures
contained on this Report, and we imagine these trade publications and
third-party analysis, surveys and research are dependable. Whereas we’re not conscious
of any misstatements concerning any third-party data introduced on this
Report, their estimates, specifically, as they relate to projections, contain
quite a few assumptions, are topic to dangers and uncertainties, and are topic to
change primarily based on varied components, together with these mentioned beneath, and
included by reference in, the part entitled “Merchandise 1A. Threat Components” of
this Report. These and different components might trigger our future efficiency to
differ materially from our assumptions and estimates. Some market and different knowledge
included herein, in addition to the info of rivals as they relate to NextPlay
Applied sciences, Inc.
, can be primarily based on our good religion estimates.

Except the context requires in any other case, references to the “Firm,” “we,” “us,”
“our,” and “NextPlay” refer particularly to NextPlay Applied sciences, Inc., and its
consolidated subsidiaries.

As well as, except the context in any other case requires and for the needs of this
report solely:



  ? "Alternate Act" refers back to the Securities Alternate Act of 1934, as amended;




    ?   "SEC" or the "Fee" refers back to the United States Securities and
        Alternate Fee; and




  ? "Securities Act" refers back to the Securities Act of 1933, as amended.



The place You Can Discover Different Data

We file annual studies on Type 10-Okay, quarterly studies on Type 10-Q, present
studies on Type 8-Okay, proxy and data statements and amendments to studies
filed or furnished pursuant to Sections 13(a) and 15(d) of the Alternate Act with
the SEC. The SEC maintains an internet site (https://www.sec.gov) that accommodates
studies, proxy and data statements and different data concerning us and
different firms that file supplies with the SEC electronically. Extra
details about us is offered on our web site at
www.nextplaytechnologies.com. We don’t incorporate the data on or
accessible by our web sites into this submitting, and you shouldn’t take into account
any data on, or that may be accessed by, our web sites as a part of
this submitting.



                                       55




Abstract of The Data Contained in Administration’s Dialogue and Evaluation of
Monetary Situation and Outcomes of Operations

Our Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of
Operations (“MD&A”) is offered along with the accompanying consolidated
monetary statements and notes to help readers in understanding our outcomes of
operations, monetary situation, and money flows. MD&A is organized as follows:



    ?   Overview. Dialogue of our enterprise and total evaluation of economic and
        different highlights affecting us, to offer context for the rest of
        MD&A.

    ?   Outcomes of Operations. An evaluation of our monetary outcomes evaluating the
        9 months ended November 30, 2022 and 2021.

    ?   Liquidity and Capital Assets. An evaluation of adjustments in our
        consolidated steadiness sheets and money flows and dialogue of our monetary
        situation.




    ?  Crucial Accounting Insurance policies and Estimates. Accounting insurance policies and
       estimates that we imagine are vital to understanding the assumptions
       and judgments included in our reported monetary outcomes and forecasts.




OVERVIEW



In the course of the 9 month interval ended November 30, 2022, NextPlay Applied sciences,
Inc.
, along with its consolidated subsidiaries, is constructing a expertise
options firm, providing video games, in-game promoting, digital asset merchandise
and providers to customers and companies inside a rising worldwide digital
ecosystem. NextPlay’s partaking services and products make the most of revolutionary
promoting expertise (“AdTech”), Synthetic Intelligence (“AI”) and monetary
expertise (“FinTech”) options to leverage the strengths and channels of its
present and bought applied sciences.

As of November 30, 2022, NextPlay is organized into two divisions: (i)
NextMedia, the Firm’s Interactive Digital Media Division and (ii)
NextFinTech, the Firm’s Finance and Know-how Division.



NextMedia Division



HotPlay


HotPlay Enterprise Restricted (“HotPlay”), which is wholly-owned by NextPlay, is an
in-game promoting (“IGA”) platform that delivers ads into video
video games with out disrupting gameplay, enabling video video games to monetize with out
compromising on the integrity of the sport. The platform allows advertisers and
retailers of all sizes to hyper-locally ship promotional coupons to players,
providing them actual world rewards from enjoying video video games. Video video games might
additionally ship related digital rewards by the platform as a way to improve
retention fee.

Upon receiving the rewards, players are capable of entry them through the HotPlay
redemption cell software (“Redemption App”). The redemption app additionally
includes a checklist of video games built-in with HotPlay IGA, giving video video games
visibility among the many HotPlay person base.

With the intention to improve HotPlay IGA adoption amongst third occasion online game
builders, HotPlay has established an in-house recreation growth studio
devoted to growing informal and hyper-casual video games that assist showcase the
capabilities of our expertise.



                                       56





NextFinTech Division



Subsequent Fintech


NextPlay owns 100% of Subsequent Fintech Holdings, Inc. (previously Longroot, Inc.)
(“Subsequent Fintech”), which in flip owns 75% of Longroot Restricted, a Cayman Islands
firm (“Longroot Cayman”). Longroot Cayman owns 49% of the excellent
extraordinary shares (with 51% of the popular shares owned by two Thai citizen
nominee shareholders) of Longroot Holding (Thailand) Firm Restricted (“Longroot
Thailand”), offered that Longroot Cayman controls 90% of Longroot Thailand’s
voting shares and due to this fact successfully controls Longroot Thailand. Longroot
Thailand is an Preliminary Coin Providing (“ICO”) Portal that gives digital asset
financing and funding providers which are absolutely regulated and licensed by the
Securities and Alternate Fee of Thailand (the “Thai SEC”). It’s centered
on creating Thai regulated cryptocurrencies backed by top quality belongings that
are designed to be extra proof against market declines. The preliminary class of
belongings consists of video video games, insurance coverage, valuable metals, and actual property.

Longroot Thailand is a licensed ICO Portal beneath the Thai SEC and is regulated
beneath the Thai Digital Asset Legislation which stipulates that every one choices of digital
belongings should be performed through a Thai SEC licensed ICO Portal.



NextBank Worldwide


NextBank Worldwide (“NextBank”) (beforehand Worldwide Monetary
Enterprise Financial institution
), which is wholly-owned by NextPlay, is an Worldwide
Monetary Entity (“IFE”) working beneath the legal guidelines of the Commonwealth of Puerto
Rico
. Licensed beneath Act 273 by the Workplace of the Commissioner of Monetary
Establishments
(“OCIF”), NextBank presently presents concierge providers to excessive web
value people and entrepreneurs, and mortgage merchandise.

NextPlay plans to create a diversified FinTech resolution firm that provides
asset banking, asset administration and cell cost and banking providers.

Departure of Administrators or Sure Officers; Election of Administrators; Appointment
of Sure Officers; Compensatory Preparations of Sure Officers.

On November 18, 2022, Kent Taepakdee resigned from his place because the Chief
Monetary Officer of NextPlay Applied sciences, Inc., a Nevada company (the
“Firm”). Mr. Taepakdee’s resignation isn’t a results of any disagreement with
the Firm on any matter regarding the Firm’s operations, insurance policies or
practices, or any points concerning the Firm’s accounting insurance policies or
practices.

On November 28, 2022, the board of administrators of NextPlay Applied sciences, Inc., a
Nevada company (the “Firm”) appointed Mr. Nutthaphol Rungsakhon to serve
because the Firm’s interim Chief Monetary Officer (the “Interim CFO”), efficient
instantly. His appointment fills the vacant place ensuing from Kent
Taepakdee’s resignation on November 18, 2022, as disclosed in that Present
Report on Type 8-Okay filed by the Firm on November 25, 2022. Mr. Rungsakhon
will maintain this interim place till his successor is duly elected and
certified, topic to his earlier loss of life, resignation, or removing.



Reverse Inventory Break up


Efficient January 6, 2023, the Firm carried out a reverse inventory cut up of the
Firm’s approved, issued and excellent shares of widespread inventory, par worth
$0.00001 per share (the “Widespread Inventory”), at a ratio of 1-for-20 (the “Reverse
Break up”). With the intention to implement the Reverse Break up, the Firm filed a
Certificates of Change with the Secretary of State of the State of Nevada (the
“Certificates of Change”) to effectuate the Reverse Break up in accordance with
Nevada Revised Statutes (“NRS”) Part 78.209. The Firm is effecting the
Reverse Break up to fulfill the $1.00 minimal bid worth requirement, as set forth
in Nasdaq Itemizing Rule 5550(a)(2), for continued itemizing on The Nasdaq Capital
Market.

In reference to the reverse inventory cut up, the variety of approved shares of
widespread inventory and the variety of issued and excellent shares of widespread inventory are
proportionally decreased with out change in par worth per share of $0.00001. Additionally
on the Efficient Date, all choices, warrants and different convertible securities of
the Firm which are excellent instantly previous to the Reverse Break up can be
adjusted by dividing the variety of shares of Widespread Inventory into which the
choices, warrants and different convertible securities are exercisable or
convertible by 20, and multiplying the train or conversion worth thereof by
20, all in accordance with the phrases of the plans, agreements or preparations
governing such choices, warrants and different convertible securities and topic to
rounding to the closest entire share. Accordingly, all historic per share knowledge,
variety of shares excellent and different widespread inventory equivalents for the durations
introduced within the accompanying condensed consolidated monetary statements and
notes thereto have been adjusted retroactively, the place relevant, to mirror the
reverse inventory cut up.

Strategic Sale of Reinhart Digital TV (Zappware) and NextTrip to TGS Esports,
Inc.

On June 28, 2022, the Firm entered right into a sequence of agreements, together with a
securities trade settlement, with William Kerby, the Firm’s co-Chief
Govt Officer and director, Donald P. Monaco, a director of the Firm, and
British Columbia-based TGS E-Sports activities Inc. (TSX-V: TGS, OTC: TGSEF) (“TGS”), a
public firm whose securities are listed for buying and selling on the Canadian TSX
Enterprise Alternate
, pursuant to which the Firm has agreed to promote the Firm’s
journey enterprise, NextTrip Group, LLC (“NextTrip”), and its 51% possession of
Reinhart Digital TV (the 100% proprietor of Zappware) to TGS in trade for
securities of TGS (mentioned in additional element beneath. TGS is a number one esports
event options supplier.

Previous to the execution of the securities trade settlement, NextTrip issued an
combination of 915,000 models in NextTrip to Messrs. Kerby and Monaco to resolve
sure administration unit issuances offered for in NextTrip’s Working Settlement
as consideration for providers rendered.

As consideration for the sale of Reinhart and NextTrip, upon closing of the
transaction, (i) the Firm will obtain 232,380,952 shares of newly created
nonvoting convertible most well-liked inventory of TGS (the “TGS Most popular”), valued at
$12.2 million, and (ii) Messrs. Kerby and Monaco, each of whom maintain sure
fairness pursuits in NextTrip (mentioned above), will obtain an combination of
69,714,286 shares of TGS widespread shares, valued at $3.66 million, of which
11,619,048 TGS widespread shares can be held in escrow for a time period. The
TGS Most popular shares can be redeemable in sure conditions, could be offered
topic to sure switch restrictions (together with a proper of first refusal in
favor of TGS), and could also be transformed into shares of TGS widespread shares in sure
restricted circumstances, together with obligatory conversion upon the prevalence of
sure occasions. Within the occasion that the TGS Most popular shares are transformed into
TGS widespread shares by the Firm at any time, the Firm is obligated to
distributed all such TGS widespread shares in a inventory dividend to its shareholders.
Concurrently with a dedication to transform the TGS Most popular shares into
shares of TGS widespread inventory, if ever, the Firm will set a shareholder file
date for a particular dividend to distribute all the widespread shares of TGS held
by the Firm to the Firm’s shareholders, on a pro-rata foundation.



                                       57




Along with the securities trade settlement, the Firm, NextTrip,
Reinhart and TGS additionally entered right into a separation settlement on June 28, 2022, to
additional doc the separation of NextTrip and Reinhart from the Firm and to
assign, switch and convey sure belongings and liabilities held in NextTrip or
the Firm’s title, respectively, to NextTrip or the Firm, respectively, to
permit for the separation of the companies in accordance with the securities
trade settlement at closing of the transaction. The separation settlement additionally
gives for the termination of sure intercompany agreements and accounts by
and between the events at closing of the transaction, units rights associated to
confidentiality, non-disclosure and upkeep of attorney-client privilege
issues, and likewise gives for a mutual launch by and among the many Firm,
NextTrip and Reinhart for all pre-closing claims between themselves and their
officers, administrators, associates, successors and assigns.

As well as, the separation settlement gives for the contribution of (i) $1.5
million
to NextTrip and (ii) a further $1.5 million in ten (10) equal
month-to-month installments starting July 1, 2022, in trade for NextTrip, as of Could
1, 2022
, agreeing to imagine the continuing working bills of NextTrip and
Reinhart. NextTrip has additionally agreed to imagine funds beneath that sure cost
obligation of the Firm pursuant an Modification to Mental Property
Buy Settlement efficient Could 18, 2021, by and between the Firm, IDS Inc.,
TD Property Holding LLC, and Ari Daniels within the approximate quantity of $2,500,000,
offered, nonetheless, that, if the Firm fails to make any of the above
installment funds inside 5 (5) enterprise days of being due, that such IDS
cost obligation reverts again to the Firm.

Closing of the transaction stays topic to varied situations, together with
(with out limitation) regulatory approvals, approval of sure associated issues
by TGS’ shareholders and consummation of a financing by TGS, and is predicted to
happen within the second half of 2022. No assurances could be offered that the closing
situations can be glad, or that the transaction can be consummated on the
anticipated timeline, or in any respect.

The transaction, as soon as consummated, is predicted to streamline the Firm’s
enterprise operations and administration, enhance capital allocation, and is predicted
to unlock shareholder worth by providing buyers a pure-play funding within the
Digital Media and Monetary Know-how sectors.

On account of the foregoing, since June 28, 2022, Reinhart/Zappware and
NextTrip have been not handled as a division of the Firm; accordingly, for
the nine-month interval ended November 30, 2022, the Firm had two remaining
reportable enterprise segments: NextFinTech and NextMedia.

Novel Coronavirus (COVID-19)

In December 2019, a novel pressure of coronavirus, which causes the infectious
illness generally known as COVID-19, was reported in Wuhan, China. The World Well being
Group
declared COVID-19 a “Public Well being Emergency of Worldwide
Concern” on January 30, 2020 and a world pandemic on March 11, 2020. In March
and April 2020, many U.S. states and native jurisdictions started issuing
‘stay-at-home’ orders. For instance, the state of Florida, the place the Firm’s
principal enterprise operations are, issued a ‘stay-at-home’ order efficient on
April 1, 2020, which remained in place, topic to sure exceptions, by
June 2020, when the order was steadily lifted. Since then, many states have
carried out varied restrictions as a way to reduce the unfold of COVID-19,
a lot of which have been absolutely lifted as of the date of this submitting. There could be
no assurances that further restrictions is not going to be carried out once more within the
future.



                                       58




The COVID-19 pandemic, and governmental responses thereto, together with journey
restrictions, ‘stay-at-home’ orders and required social distancing orders,
severely restricted the extent of financial exercise world wide, and had an
unprecedented impact on the worldwide journey trade. Moreover, the flexibility to
journey has been curtailed by border closures, mandated journey restrictions
and restricted operations of motels, airways, and could also be additional restricted by
further voluntary or mandated closures of travel-related companies, the
majority of which have now been lifted.

The measures carried out to include the COVID-19 pandemic have had, and will in
the long run have proceed to have, a big damaging impact on our enterprise,
monetary situation, outcomes of operations, money flows and liquidity place.

The period and severity of the COVID-19 pandemic are nonetheless unsure and
tough to foretell presently. The pandemic might proceed to negatively
have an effect on world financial exercise for an prolonged time period, at the same time as
restrictions have been lifted in most jurisdictions and vaccines are extensively
accessible in america and sure different international locations. We additionally can not
predict the long-term results of the COVID-19 pandemic on our companions and their
enterprise and operations or the ways in which the pandemic might basically alter
the journey trade. The aforementioned circumstances might lead to a fabric
opposed influence on our enterprise, monetary situation, outcomes of operations and
money flows, probably for a chronic interval.

The Firm’s liquidity is also adversely impacted by delays in funds
of excellent accounts receivable quantities past regular cost phrases and
insolvencies.

It’s tough to estimate COVID-19’s influence on future revenues, outcomes of
operations, money flows, liquidity or monetary situation, however such impacts have
been, and sure will proceed to be, important and will proceed to have a
materials opposed impact on our enterprise, monetary situation, outcomes of
operations, money flows and liquidity place for the foreseeable future. Within the
close to time period, we do anticipate that the COVID-19 pandemic will proceed to negatively
have an effect on our working outcomes and year-over-year outcomes.

On account of the above, we could also be compelled to reduce our operations, alter
our plan of operations, borrow or increase further funding, which is probably not
accessible on favorable phrases if in any respect. Within the occasion we require and are unable
to lift further funding sooner or later, we could also be compelled to hunt chapter
safety.




RESULTS OF OPERATIONS



As mentioned elsewhere on this report, because of the proposed sale of
NextTrip and Reinhart/Zappware to TGS, Reinhart/Zappware and NextTrip have been no
longer handled as a division of the Firm, and as a substitute have been categorized as
belongings held on the market; accordingly, except in any other case said, the outcomes of
persevering with operations included herein for the nine-month interval ended November,
2022 exclude the outcomes of NextTrip and Reinhart/Zappware.

For the 9 months Ended November 30, 2022 In comparison with 9 months Ended
November 30, 2021



Revenues


Our complete revenues elevated to $1.55 million for the 9 months ended November
30, 2022
, as in comparison with $0.71 million for the 9 months ended November 30,
2021
. The rise is derived from the mortgage portfolio natural development and
improve in monetary providers of NextBank.



                                       59





Value of Revenues


Our complete value of revenues elevated to $1.11 million for the 9 months ended
November 30, 2022, in comparison with $0.30 million for the 9 months ended November
30, 2021
. Our gross revenue was $0.44 million for the 9 months ended November
30, 2022
, in comparison with $0.42 million for the 9 months ended November 30, 2021.
Value of revenues and gross revenue elevated consistent with income of NextBank.



Working Bills


Our working bills embody basic and administrative, salaries and
advantages, expertise and growth, stock-based compensation, promoting and
promotion and depreciation and amortization. Our working bills elevated to
$2.46 million for the 9 months ended November 30, 2022, as in comparison with the
$11.87 million for the 9 months ended November 30, 2021.

This improve was primarily associated to:



    (i) Normal and administrative bills, which elevated to $1.53 million for
        the 9 months ended November 30, 2022, as in comparison with $5.78 million for
        the 9 months ended November 30, 2021. The rise is principally attributable to
        skilled and advisor charges;




    (ii) $0.60 million improve in salaries and advantages, attributable to having an
         elevated variety of staff 2022 in comparison with 2021;




    (iii) $0.50 million improve in expertise and growth, attributable to
          skilled charges and software program license bills;




    (iv) $0.14 million improve in stock-based compensation given to consultants
         and enterprise distributors;




    (v) $0.016 million improve in promoting and promotion bills, as a result of
        operation for the prior interval from NextTrip; and




    (vi) $0.33 million lower in depreciation and amortization from a write-off
         some belongings of the Firm.




Different Revenue and Bills



Our different revenue and bills embody valuation achieve or loss on investments,
impairment loss, curiosity revenue or expense, and different revenue or expense. Our
complete different bills amounted to $0.96 million for the 9 months ended
November 30, 2022, in comparison with different bills of $5.42 million for the 9
months ended November 30, 2021. The interval over interval change is principally
attributable to the valuation loss on investments of $2.34 million.



Non-Controlling Curiosity


We had a rise in loss in non-controlling curiosity of $1.16 million for the
9 months ended November 30, 2022, in comparison with a loss in non-controlling
curiosity of $1.39 million for the 9 months ended November 30, 2021, primarily
attributable to a loss from operation for the interval from Reinhart/Zappware within the 2022
interval.

Web Loss after tax from persevering with operation

We had a web loss attributable to the Firm of $14.62 million for the 9
months ended November 30, 2022, in comparison with a web loss attributable to the
Firm of $16.12 million for the 9 months ended November 30, 2021, primarily
as a result of lower in different bills of $4.46 million.



                                       60




Web Loss after tax from discontinued operation

Loss from discontinued operations $5.69 million represents 2 reporting entities
beneath:



  (i) Reinhart/Zappware: web loss from operation of $4.71 million and




    (ii) NextTrip: web loss from operation of $0.98 million, as the worldwide journey
         demand slowly recovered.



The discontinued operations categorized as held on the market have been thought of for its
impairment since March 1, 2022 and didn’t proceed to depreciate/amortize their
mounted belongings per accounting customary, this primarily resulted in web revenue for
Reinhart/Zappware.

LIQUIDITY AND CAPITAL RESOURCES

On November 30, 2022, we had $2.56 million of money and money equivalents, which
was decreased from $1.72 million as of February 28, 2022 due primarily to money
out circulation from investing actions of $4.82 million for intangible asset
acquisition.

As of November 30, 2022, the Firm had complete present liabilities of $57.90
million
, which represented:



    -   Line of credit score and notes payable of $5.33 million, primarily consisting of
        notes payable to Streeterville;




  - Accounts payable and accrued expense of $9.74 million;




  - Buyer deposits of $27.28 million from NextBank; and




    -   Liabilities categorized as held on the market of $13.76 million, primarily
        consisting of liabilities of Reinhart/Zappware and NextTrip.



As of November 30, 2022, we had roughly $103.985 million in complete belongings,
$57.90 million in complete liabilities and a complete amassed deficit of $57.17
million
.

Money utilized in working actions was $0.33 million for the 9 months ended
November 30, 2022, in comparison with $12.57 million of money utilized in working
actions through the 9 months ended November 30, 2021. The lower was
primarily attributable to working expense and different associated actions.

Web money utilized in investing actions was $4.82 million for the quarter ended
November 30, 2022, as in comparison with web money generated in investing actions of
$11.57 million for 9 months ended November 30, 2021. The money utilized in
investing actions are primarily attributable to the intangible asset acquisition
of GoGame and journey platform in 2022 whereas 2021 represented HotPlay’s cashflow
for reverse takeover actions.

Web money generated in financing actions was $1.09 million for the 9 months
ended November 30, 2022, in comparison with web money utilized in by financing actions of
$21.97 million for the 9 months ended November 30, 2021, the numerous money
utilized in earlier yr got here from the proceeds from the sale of widespread inventory and
warrants in a registered public providing. In 2022, the lower was primarily
attributable to proceed from notes payable – associated occasion of $1.36 million whereas 2021
represented HotPlay’s cashflow acquired from shareholders along with
the reverse takeover actions.

Extra data concerning our acquisitions and inclinations, notes
receivable, investments in fairness devices, notes payable could be discovered beneath
“Half I. Monetary Statements-Merchandise 1. Monetary Statements”, “Word 4 –
Acquisitions and Tendencies”, “Word 5 – Associated occasion transactions”, “Word 6 –
Funding in Unconsolidated Associates”, “Word 7 – Notes Receivable”, and “Word
9 – Notes Payable”, and “Word 14 – Subsequent Occasions”.

We’ve got restricted monetary assets. As of November 30, 2022, now we have working
capital of $3.53 million. Our month-to-month money requirement is roughly $1.4
million
.

We might want to increase further capital or borrow loans to assist the on-going
operation, improve market penetration of our merchandise, increase the advertising and marketing and
growth of our expertise pushed merchandise, repay debt obligations, present
capital expenditures for added tools and growth prices, cost
obligations, and techniques for managing the enterprise together with masking different
working prices till our deliberate income streams from all companies and
merchandise are absolutely carried out and start to offset our working prices. Our
failure to acquire further capital to finance our working capital wants on
acceptable phrases, or in any respect, would negatively influence on our enterprise, monetary
situation, and liquidity. We presently have restricted assets to fulfill these
obligations, and our incapacity to take action might have a fabric opposed impact on
our enterprise and skill to proceed as a going concern.

Thus far, now we have funded our operations with the proceeds from fairness and debt
financings and we anticipate we might want to meet our funding necessities
by the sale of further fairness or debt financing, which funds is probably not
accessible on favorable phrases, if in any respect. We anticipate that we would wish
a number of hundreds of thousands of {dollars} to correctly market our providers and fund the
operations for the subsequent 12 months.



                                       61




Identified Traits or Uncertainties

Though now we have not seen any important discount in revenues so far, now we have
seen some consolidation in our trade throughout financial downturns. These
consolidations haven’t had a damaging impact on our complete gross sales; nonetheless,
ought to consolidations and downsizing within the trade proceed to happen, these
occasions might adversely influence our revenues and earnings going ahead.

As mentioned within the Threat Components part of this Report, the world has been
affected as a result of COVID-19 pandemic. Till the pandemic has handed, there
stays uncertainty as to the impact of COVID-19 on our enterprise in each the
quick and long-term.

The potential for development in new markets is unsure. We are going to proceed to
discover these alternatives till such time as we both generate gross sales or
decide that assets could be extra effectively used elsewhere.



Inflation


Inflation has elevated through the durations lined by this Report, and is
anticipated to proceed to extend for the close to future. Inflationary components, such
as will increase in rates of interest, overhead prices and transportation prices might
adversely have an effect on our working outcomes. Though we don’t imagine that
inflation has had a fabric influence on our monetary place or outcomes of
operations so far, we might expertise some impact within the close to future (particularly
if inflation charges proceed to rise) attributable to provide chain constraints,
penalties related to COVID-19 and the continuing battle between Russia
and Ukraine, worker availability and wage will increase.

Off-Stability Sheet Preparations

We’ve got not entered into any off-balance sheet preparations.

Contractual Obligations and Commitments

Word Buy Agreements: Streeterville Capital, LLC

March 2021 Word Buy Settlement

On March 22, 2021, we entered into the March 2021 Word Buy Settlement dated
March 23, 2021 with Streeterville, pursuant to which the Firm offered
Streeterville the March 2021 Streeterville Word within the unique principal quantity
of $9,370,000. Streeterville paid consideration of (a) $7,000,000 in money; and
(b) issued the Firm the March 2021 Investor Word within the quantity of $1,500,000,
in consideration for the March 2021 Streeterville Word, which included an OID of
$850,000 and reimbursement of Streeterville’s transaction bills of $20,000. A
complete of $700,000 of the OID was absolutely earned upon issuance and the remaining
$150,000 was not absolutely earned till the March 2021 Investor Word was
fully-funded by Streeterville, which occurred on Could 26, 2021. Additionally on Could 26,
2021
, Streeterville funded the March 2021 Investor Word (within the quantity of $1.5
million
) in full.

We made a required Fairness Fee of $1,857,250 to Streeterville beneath the March
2021
Streeterville Word on Could 26, 2021, with funds raised by a Could 2021
underwritten providing, which represented roughly 20% of the funds raised
in such providing. On November 4, 2021, the Firm paid down the excellent
steadiness of the March 2021 Streeterville Word within the quantity of $6,000,000 with
funds raised by the November 2021 registered direct providing.

As of November 30, 2022, the remaining combination principal steadiness of the March
2021
Streeterville Notes was $0.



                                       62




October 2021 Word Buy Settlement

On October 22, 2021, the Firm entered into the October 2021 Word Buy
Settlement with Streeterville, pursuant to which the Firm offered Streeterville
the October 2021 Streeterville Word within the unique principal quantity of
$1,665,000. Streeterville paid consideration of $1,500,000, which represents the
unique principal quantity much less a $150,000 OID, which was absolutely earned upon
issuance, and a complete of $15,000 to cowl Streeterville’s skilled charges and
transaction bills.

The October 2021 Word Buy Settlement and the October 2021 Streeterville Word
include customary occasions of default, together with if the Firm undertakes a
elementary transaction (together with consolidations, mergers, and sure adjustments
answerable for the Firm), with out Streeterville’s prior written consent. As
described within the October 2021 Streeterville Word, upon the prevalence of sure
occasions of default (primarily our entry out of business), the excellent steadiness of
the October 2021 Streeterville Word will turn out to be robotically due and payable.
Upon the prevalence of different occasions of default, Streeterville might declare the
excellent steadiness of the October 2021 Streeterville Word instantly due and
payable at such time or at any time thereafter. After the prevalence of an occasion
of default (and upon written discover from Streeterville), curiosity on the October
2021
Streeterville Word will accrue at a fee of twenty-two% every year, or if lesser,
the utmost fee permitted beneath relevant legislation. The October 2021 Word Buy
Settlement prohibits Streeterville from shorting our inventory by the interval
that Streeterville holds the October 2021 Streeterville Word.

On April 29, 2022, the Firm entered into the Standstill Settlement with
Streeterville, pursuant to which, Streeterville agreed to not search to redeem any
portion of the October 2021 Streeterville Word (within the unique principal quantity
of $1,665,000) till September 18, 2022. As consideration for such settlement,
the excellent steadiness of the October 2021 Word was elevated by $87,639.33
(the “Standstill Price”); in consequence, the excellent steadiness of the October 2021
Word as of April 29, 2022 was $1,840,912.84 (together with excellent curiosity).
Subsequently on September 22, 2022, the Firm elected the redemption deferral
choice which added $38,331.27 to the principal through which elevated the
excellent principal steadiness to $1,790,971 as of the identical date.

As of November 30, 2022, the remaining combination principal steadiness of the
October 2021 Streeterville Notes was $1,752,639, plus accrued curiosity of
$152,778.

Could 2022 Word Buy Settlement

On Could 5, 2022, the Firm entered into the Could 2022 Word Buy Settlement
with Streeterville, pursuant to which the Firm offered Streeterville the Could
2022
Streeterville Word within the unique principal quantity of $2,765,000.
Streeterville paid consideration of $2,500,000, which represents the unique
principal quantity much less a $250,000 OID, which was absolutely earned upon issuance, and
a complete of $15,000 to cowl Streeterville’s skilled charges and transaction
bills.

The Could 2022 Word Buy Settlement and the Could 2022 Streeterville Word include
customary occasions of default, together with if the Firm undertakes a elementary
transaction (together with consolidations, mergers, and sure adjustments in management
of the Firm), with out Streeterville’s prior written consent. As described in
the Could 2022 Streeterville Word, upon the prevalence of sure occasions of
default (primarily our entry out of business), the excellent steadiness of the Could
2022
Streeterville Word will turn out to be robotically due and payable. Upon the
prevalence of different occasions of default, Streeterville might declare the excellent
steadiness of the Could 2022 Streeterville Word instantly due and payable at such
time or at any time thereafter. After the prevalence of an occasion of default (and
upon written discover from Streeterville), curiosity on the Could 2022 Streeterville
Word will accrue at a fee of twenty-two% every year, or if lesser, the utmost fee
permitted beneath relevant legislation. The Could 2022 Word Buy Settlement prohibits
Streeterville from shorting our inventory by the interval that Streeterville
holds the Could 2022 Streeterville Word.



                                       63




As of November 30, 2022, the remaining combination principal steadiness of the Could
2022
Streeterville Notes was $2,765,000, plus accrued curiosity of $92,119.

On June 2, 2022, the Firm entered right into a International Modification to fulfill the
requirement that HotPlay turn out to be a co-borrower on the October 2021 Streeterville
Word and the Could 2022 Streeterville Word and collectively and severally assume all of
the obligations and duties of the Firm beneath these notes. In consequence, all
references to “Borrower” or the “Firm” in such notes now collectively discuss with
HotPlay and NextPlay. Streeterville additionally agreed to waive its proper to implement an
improve within the steadiness of the October 2021 Streeterville Word as a result of
Firm’s failure so as to add HotPlay as a co-borrower on the October 2021
Streeterville Word inside the prescribed time period to take action. The International
Modification doesn’t alter another phrases of the notes.



June 2022 Promissory Notes


On June 13, 2022, the Firm entered into two promissory notes, every within the
principal quantity of roughly CAD $231,121 (USD $178,234), with its former
authorized counsel, which notes have been issued, together with a CAD $10,000 (USD $7,712) in
lieu of speedy cost of excellent quantities payable to such counsel for
authorized providers beforehand rendered to the Firm. The primary word matured on
July 31, 2022, and the second word matured on September 1, 2022; offered,
nonetheless, that if the Firm fails to repay the primary word in full on or earlier than
its maturity date, then the second word will robotically turn out to be instantly
due and payable. Each notes are unsecured and accrue curiosity at a fee of 18%
every year. The Firm is within the strategy of re-negotiating the cost
schedules.




Working Leases Obligation



The Firm entered into an workplace lease in Dawn, Florida the place we leased
roughly 5,279 sq. toes of workplace house at 1560 Sawgrass Company
Parkway
, Suite 130, Dawn, Florida 33323. In accordance with the phrases of the
workplace house lease settlement, the Firm can be renting the business workplace
house, for a time period of virtually eight years from March 1, 2021, by July 31,
2028
, with rental prices amounting to roughly $17,380 per thirty days for the
period of the lease. As per the Separation Settlement by and between the
Firm, Reinhart/Zappware and NextTrip, nonetheless, the Firm has transferred
the workplace lease contract to NextTrip from Could 1, 2022 onwards and due to this fact
introduced beneath belongings and liabilities held on the market. On August 25, 2022, the
Firm entered into an workplace lease in Dawn, Florida for a time period of six
months from September 1, 2022, by January 30, 2023. Moreover, the Group
rents workplace house situated in Puerto Rico, Thailand with lease phrases ranging
from 5 to 9 years, with rental prices for all such properties amounting to
an combination of roughly $19,546.14 per thirty days.



                                       64




CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The dialogue and evaluation of the Firm’s monetary situation and outcomes of
operations are primarily based upon its consolidated unaudited monetary statements, which
have been ready in accordance with accounting ideas typically accepted
in america of America. The preparation of those unaudited monetary
statements requires administration to make estimates and judgments that have an effect on the
reported quantities of belongings, liabilities, revenues and bills, and associated
disclosure of contingent liabilities. On an on-going foundation, administration evaluates
previous judgments and estimates, together with these associated to dangerous money owed, accrued
liabilities, convertible promissory notes and contingencies. Administration bases
its estimates on historic expertise and on varied different assumptions which are
believed to be cheap beneath the circumstances, the outcomes of which type the
foundation for making judgments concerning the carrying values of belongings and liabilities
that aren’t readily obvious from different sources. Precise outcomes might differ from
these estimates beneath totally different assumptions or situations. The accounting
insurance policies and associated dangers described within the Firm’s Annual Report on Type 10-Okay
for the fiscal yr ended February 28, 2022, which was filed with the SEC on
June 21, 2022, are people who rely most closely on these judgments and
estimates. As of November 30, 2022, there had been no materials adjustments to any of
the essential accounting insurance policies contained therein.

Just lately Issued Accounting Requirements

For extra data on lately issued accounting requirements, see in “Word 1 –
Abstract of Enterprise Operations and Important Accounting Insurance policies”, to the
Notes to Consolidated Monetary Statements included herein beneath “Half I –
Monetary Data – Merchandise 1. Monetary Statements”.

© Edgar On-line, supply Glimpses



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