| Segment Reporting [Text Block] |
NOTE 19 – Segment Information
ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of a reporting entity, the operating results of which are reviewed regularly by the CODM to make decisions about resource allocation and to assess performance. Our CODM is our Chief Executive Officer.
In response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result, we have updated our reporting and beginning in the third quarter of fiscal year 2026, we report our financial performance based on our new segments: “Travel” and “Media”. Our Travel segment provides travelers with a full range of travel services through its NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY TV, (including GoUSA TV) a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”) and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine, an online travel magazine that provides articles, tips, guides and inspiration for travelers. We leverage our media brands—TravelMagazine.com and JOURNY TV—as strategic tools to generate travel bookings by integrating content, marketing, and booking technology as well as to generate advertising revenues for third-party content. Additional information regarding our operating segments can be found in the overview section of Item 2 of this Quarterly Report, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Prior periods disclosed below have been recast to conform to these newly identified segments.
Our primary operating metric is Operating Income (Loss). Operating Income (Loss) for our Travel and Media segments includes direct expenses of the segments as well as allocations of certain expenses, primarily salaries and benefits, third party contractors, sales and marketing, and technology We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate shared corporate expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate. Our allocation methodology will be periodically evaluated and may change as the segments evolve.
Our CODM currently uses Operating Income (Loss) to assess performance in the monthly financial review process. Because our segments have been newly formed, the financial reporting framework continues to be under development and in the future will be used to assess performance and allocate resources for the segments in the annual budget and quarterly forecasting processes. The CODM will consider budget-to-actual variances on a monthly basis using Operating Income (Loss) when making decisions about allocating capital and personnel to the segments. The CODM also anticipates using Operating Income (Loss) to assess the performance and compensation of certain employees.
Corporate includes unallocated corporate functions including finance and administration, technology, and corporate development. In addition, we record amortization of intangible assets and any related impairment, investor relations, stock-based compensation expense, legal and audit, directors’ compensation and other items excluded from segment operating performance in Corporate. Such amounts are detailed in our segment reconciliation below.
The following tables present our segment information for the three and six months ended August 31, 2026 and 2025. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation and amortization is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision maker.
All of our revenues are attributed to customers located in the United States; therefore, no revenues are reported from foreign geographic areas.
| | Three Months Ended August 31, 2026 | |
| | Media | | | Travel | | | Corporate | | | Total | |
Revenue | | $ | 67,531 | | | $ | 479,156 | | | $ | - | | | $ | 546,687 | |
Cost of revenue (exclusive of depreciation and amortization, shown separately below) | | | - | | | | (370,711 | ) | | | - | | | | (370,711 | ) |
Gross profit (loss) | | | 67,531 | | | | 108,445 | | | | - | | | | 175,976 | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Salaries and benefits | | | 268,209 | | | | 206,617 | | | | 507,716 | | | | 982,542 | |
Stock based compensation | | | - | | | | - | | | | - | | | | - | |
General and administrative | | | 3,622 | | | | 11,900 | | | | 17,663 | | | | 33,185 | |
Sales and marketing | | | 98,832 | | | | 33,969 | | | | 821 | | | | 133,622 | |
Professional service fees | | | 210,650 | | | | 25,567 | | | | 1,236,574 | | | | 1,472,791 | |
Technology | | | 89,786 | | | | 90,503 | | | | 78,468 | | | | 258,757 | |
Organization costs | | | - | | | | - | | | | 96,100 | | | | 96,100 | |
Depreciation and amortization | | | - | | | | - | | | | 336,669 | | | | 336,669 | |
Provision for credit losses | | | - | | | | - | | | | 88,772 | | | | 88,772 | |
Other expenses | | | 58 | | | | 47,178 | | | | 43,457 | | | | 90,693 | |
Total Operating Expenses | | | 671,157 | | | | 415,734 | | | | 2,406,240 | | | | 3,493,131 | |
Operating Loss | | $ | (603,626 | ) | | | (307,289 | ) | | | (2,406,240 | ) | | | (3,317,155 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | | | | | | |
Gain/(Loss) on extinguishment of liability | | | | | | | | | | | | | | | - | |
Gain/(Loss) on derivative liability | | | | | | | | | | | | | | | 20,000 | |
Gain/(Loss) revaluation of warrant liability | | | | | | | | | | | | | | | 296,242 | |
Gain/(Loss) on transaction costs allocable to warrant liability | | | | | | | | | | | | | | | (39,285 | ) |
Interest income (expense), net | | | | | | | | | | | | | | | (651,050 | ) |
Other income (expense) | | | | | | | | | | | | | | | 2,765 | |
Total Other Income (Expense) | | | | | | | | | | | | | | | (371,328 | ) |
Net loss before provision for income taxes | | | | | | | | | | | | | | | (3,688,483 | ) |
Provision for income taxes | | | | | | | | | | | | | | | - | |
Net loss before share of net loss in equity method investee | | | | | | | | | | | | | | | (3,688,483 | ) |
Share of net loss of equity method investee | | | | | | | | | | | | | | | (35,200 | ) |
Net loss | | | | | | | | | | | | | | | (3,723,683 | ) |
Preferred dividends | | | | | | | | | | | | | | | (28,314 | ) |
Net Loss Applicable to Common Stockholders | | | | | | | | | | | | | | $ | (3,751,997 | ) |
| | Three Months Ended August 31, 2025 | |
| | Media | | | Travel | | | Corporate | | | Total | |
Revenue | | $ | 5,653 | | | $ | 751,995 | | | $ | - | | | $ | 757,648 | |
Cost of revenue (exclusive of depreciation and amortization, shown separately below) | | | - | | | | (592,073 | ) | | | - | | | | (592,073 | ) |
Gross profit (loss) | | | 5,653 | | | | 159,922 | | | | - | | | | 165,575 | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Salaries and benefits | | | 57,131 | | | | 257,648 | | | | 380,759 | | | | 695,538 | |
Stock based compensation | | | | | | | | | | | | | | | - | |
General and administrative | | | 5,162 | | | | 16,074 | | | | 10,500 | | | | 31,736 | |
Sales and marketing | | | 107,711 | | | | 45,900 | | | | 20,833 | | | | 174,444 | |
Professional service fees | | | 186,674 | | | | 10,003 | | | | 1,232,395 | | | | 1,429,072 | |
Technology | | | 100,025 | | | | 92,187 | | | | 74,809 | | | | 267,021 | |
Organization costs | | | | | | | | | | | 470,105 | | | | 470,105 | |
Depreciation and amortization | | | | | | | | | | | 216,625 | | | | 216,625 | |
Other expenses | | | | | | | 31,872 | | | | 52,039 | | | | 83,911 | |
Total Operating Expenses | | | 456,703 | | | | 453,684 | | | | 2,458,065 | | | | 3,368,452 | |
Operating Loss | | $ | (451,050 | ) | | $ | (293,762 | ) | | $ | (2,458,065 | ) | | $ | (3,202,877 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | | | | | | |
Gain/(Loss) on extinguishment of liability | | | | | | | | | | | | | | | - | |
Gain/(Loss) on derivative liability | | | | | | | | | | | | | | | 10,000 | |
Gain/(Loss) revaluation of warrant liability | | | | | | | | | | | | | | | - | |
Gain/(Loss) on transaction costs allocable to warrant liability | | | | | | | | | | | | | | | - | |
Interest income (expense), net | | | | | | | | | | | | | | | (288,278 | ) |
Other income (expense) | | | | | | | | | | | | | | | 583,000 | |
Total Other Income (Expense) | | | | | | | | | | | | | | | 304,722 | |
Net loss before provision for income taxes | | | | | | | | | | | | | | | (2,898,155 | ) |
Provision for income taxes | | | | | | | | | | | | | | | - | |
Net loss before share of net income (loss) in equity method investee | | | | | | | | | | | | | | | (2,898,155 | ) |
Share of net income (loss) of equity method investee | | | | | | | | | | | | | | | - | |
Net loss | | | | | | | | | | | | | | | (2,898,155 | ) |
Preferred dividends | | | | | | | | | | | | | | | (183,263 | ) |
Net Loss Applicable to Common Stockholders | | | | | | | | | | | | | | $ | (3,081,418 | ) |
| | Six Months Ended August 31, 2026 | |
| | Media | | | Travel | | | Corporate | | | Total | |
Revenue | | $ | 108,483 | | | $ | 1,889,939 | | | $ | - | | | $ | 1,998,422 | |
Cost of revenue (exclusive of depreciation and amortization, shown separately below) | | | - | | | | (1,614,347 | ) | | | - | | | | (1,614,347 | ) |
Gross profit (loss) | | | 108,483 | | | | 275,592 | | | | - | | | | 384,075 | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Salaries and benefits | | | 480,614 | | | | 412,496 | | | | 996,833 | | | | 1,889,943 | |
Stock based compensation | | | - | | | | - | | | | (13,660 | ) | | | (13,660 | ) |
General and administrative | | | 5,373 | | | | 22,661 | | | | 39,777 | | | | 67,811 | |
Sales and marketing | | | 201,519 | | | | 66,130 | | | | 821 | | | | 268,470 | |
Professional service fees | | | 460,940 | | | | 58,372 | | | | 2,239,850 | | | | 2,759,162 | |
Technology | | | 189,590 | | | | 171,398 | | | | 152,497 | | | | 513,485 | |
Organization costs | | | - | | | | - | | | | 146,204 | | | | 146,204 | |
Depreciation and amortization | | | - | | | | - | | | | 673,338 | | | | 673,338 | |
Provision for credit losses | | | - | | | | - | | | | 154,333 | | | | 154,333 | |
Other expenses | | | 88 | | | | 66,770 | | | | 89,039 | | | | 155,897 | |
Total Operating Expenses | | | 1,338,124 | | | | 797,827 | | | | 4,479,032 | | | | 6,614,983 | |
Operating Loss | | $ | (1,229,641 | ) | | | (522,235 | ) | | | (4,479,032 | ) | | | (6,230,908 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | | | | | | |
Gain/(Loss) on extinguishment of liability | | | | | | | | | | | | | | | | |
Gain/(Loss) on derivative liability | | | | | | | | | | | | | | | 60,000 | |
Gain/(Loss) revaluation of warrant liability | | | | | | | | | | | | | | | 296,242 | |
Gain/(Loss) on transaction costs allocable to warrant liability | | | | | | | | | | | | | | | (39,285 | ) |
Interest income (expense), net | | | | | | | | | | | | | | | (902,633 | ) |
Other income (expense) | | | | | | | | | | | | | | | 2,632 | |
Total Other Income (Expense) | | | | | | | | | | | | | | | (583,044 | ) |
Net loss before provision for income taxes | | | | | | | | | | | | | | | (6,813,952 | ) |
Provision for income taxes | | | | | | | | | | | | | | | - | |
Net loss before share of net income (loss) in equity method investee | | | | | | | | | | | | | | | (6,813,952 | ) |
Share of net loss of equity method investee | | | | | | | | | | | | | | | (35,200 | ) |
Net loss | | | | | | | | | | | | | | | (6,849,152 | ) |
Preferred dividends | | | | | | | | | | | | | | | (48,005 | ) |
Net Loss Applicable to Common Stockholders | | | | | | | | | | | | | | $ | (6,897,157 | ) |
| | Six Months Ended August 31, 2025 | |
| | Media | | | Travel | | | Corporate | | | Total | |
Revenue | | $ | 5,653 | | | $ | 890,822 | | | $ | - | | | $ | 896,475 | |
Cost of revenue (exclusive of depreciation and amortization, shown separately below) | | | - | | | | (691,994 | ) | | | - | | | | (691,994 | ) |
Gross profit (loss) | | | 5,653 | | | | 198,828 | | | | - | | | | 204,481 | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Salaries and benefits | | | 93,635 | | | | 560,904 | | | | 737,914 | | | | 1,392,453 | |
Stock based compensation | | | - | | | | - | | | | 138,325 | | | | 138,325 | |
General and administrative | | | 5,821 | | | | 23,219 | | | | 33,284 | | | | 62,324 | |
Sales and marketing | | | 112,661 | | | | 68,485 | | | | 83,333 | | | | 264,479 | |
Professional service fees | | | 206,674 | | | | 13,281 | | | | 2,378,593 | | | | 2,598,548 | |
Technology | | | 229,981 | | | | 192,822 | | | | 146,033 | | | | 568,836 | |
Organization costs | | | - | | | | - | | | | 2,469,775 | | | | 2,469,775 | |
Depreciation and amortization | | | - | | | | - | | | | 423,274 | | | | 423,274 | |
Other expenses | | | - | | | | 31,872 | | | | 97,209 | | | | 129,081 | |
Total Operating Expenses | | | 648,772 | | | | 890,583 | | | | 6,507,740 | | | | 8,047,095 | |
Operating Loss | | $ | (643,119 | ) | | $ | (691,755 | ) | | $ | (6,507,740 | ) | | $ | (7,842,614 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | | | | | | |
Gain/(Loss) on extinguishment of liability | | | | | | | | | | | | | | | (70,100 | ) |
Gain/(Loss) on derivative liability | | | | | | | | | | | | | | | 10,000 | |
Gain/(Loss) revaluation of warrant liability | | | | | | | | | | | | | | | - | |
Gain/(Loss) on transaction costs allocable to warrant liability | | | | | | | | | | | | | | | - | |
Interest income (expense), net | | | | | | | | | | | | | | | (564,612 | ) |
Other income (expense) | | | | | | | | | | | | | | | 1,123,245 | |
Total Other Income (Expense) | | | | | | | | | | | | | | | 498,533 | |
Net loss before provision for income taxes | | | | | | | | | | | | | | | (7,344,081 | ) |
Provision for income taxes | | | | | | | | | | | | | | | - | |
Net loss before share of net income (loss) in equity method investee | | | | | | | | | | | | | | | (7,344,081 | ) |
Share of net loss of equity method investee | | | | | | | | | | | | | | | (11,307 | ) |
Net loss | | | | | | | | | | | | | | | (7,355,388 | ) |
Preferred dividends | | | | | | | | | | | | | | | (247,725 | ) |
Net Loss Applicable to Common Stockholders | | | | | | | | | | | | | | $ | (7,603,113 | ) |
There were no intersegment revenues during the three and six months ended August 31, 2026 or August 31, 2025; all revenues presented are from external customers. The significant expense categories presented above for each reportable segment reconcile in full to each segment’s measure of Operating Income (Loss); accordingly, there were no other segment items (as described in ASC 280-10-50-26A) for the three and six months ended August 31, 2026 or August 31, 2025. The “Other expenses” line presented within each segment comprises insurance, bank and payment-processing fees, and other individually immaterial operating costs.
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