UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
No. 3)





(Mark
One)





x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended:     February
28, 2009





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from ________ to ________





Commission
File No. 000-52669





NEXT 1 INTERACTIVE,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
                
                26-3509845(State
      or other jurisdiction of
                
                (I.R.S.
      employerincorporation
      or formation)
                
                identification
      number)





2400
N Commerce Parkway, Suite 105


Weston, FL
33326


(Address
of principal executive offices)




Issuer’s
      telephone number:
                    (954)
      888-9779Issuer’s
      facsimile number:
                    (954)
      888-9082





N/A


(Former
name, former address and former


fiscal
year, if changed since last report)





Copies
to:


Anslow
& Jaclin, LLP


Joseph M.
Lucosky


195 Route
9 South, Suite 204


Manalapan,
New Jersey 07726


Tel.:
(732) 409-1212


Fax.:
(732) 577-1188





Securities
registered under Section 12(b) of the Exchange Act:





None


Securities
registered under Section 12(g) of the Exchange Act:





Common Stock, $0.0001 par
value per share


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes oNo x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  ̈No x


Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.     Yes    x  No ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes  ̈No x


Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.     ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):




Large
      accelerated filer
            
             ̈
            Accelerated
      filer
            
             ̈Non-accelerated
      filer
            
             ̈
            Smaller
      reporting company
            
            x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No x





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.





As of the
last business day of the Issuer’s most recently completed fiscal year February
28, 2009, the aggregate market value of the voting and non-voting common equity
held by non-affiliates was $59,024,973 based on the last sales price of $3.00
per share as reported on the OTC Bulletin Board (OTCBB:
NXOI).  4,993,340 shares of our issued and outstanding common stock
are held by affiliates.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:





As of
June 15, 2009, there were 25,387,978 shares of Common Stock, $0.00001 par value
per share.





DOCUMENTS
INCORPORATED BY REFERENCE:


None







Item:
                              
                              Page
      No.:PART
      IItem
      1.
                              
                              Business.
                              
                              3Item
      1A.
                              
                              Risk
      Factors.
                              
                              8Item
      1B.
                              
                              Unresolved
      Staff Comments.
                              
                              14Item
      2.
                              
                              Properties.
                              
                              14Item
      3.
                              
                              Legal
      Proceedings.
                              
                              14Item
      4.
                              
                              Submission
      of Matters to a Vote of Security Holders.
                              
                              14PART
      IIItem
      5.
                              
                              Market
      for Registrant’s Common Equity, Related Stockholders
    Mattersand
      Issuer Purchases of Equity Securities.
                              
                              15Item
      6.
                              
                              Selected
      Financial Data.
                              
                              16Item
      7.
                              
                              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                              
                              16Item
      7A.
                              
                              Quantitative
      and Qualitative Disclosures About Market Risk.
                              
                              29Item
      8.
                              
                              Financial
      Statements and Supplementary Data.
                              
                              29Item
      9.
                              
                              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
                              
                              30Item
      9A
                              
                              Controls
      and Procedures.
                              
                              30Item
      9B.
                              
                              Other
      Information.
                              
                              31PART
      IIIItem
      10.
                              
                              Directors,
      Executive Officers and Corporate Governance.
                              
                              31Item
      11.
                              
                              Executive
      Compensation.
                              
                              34Item
      12.
                              
                              Security
      Ownership of Certain Beneficial Owners and Managementand
      Related Stockholders Matters.
                              
                              35Item
      13.
                              
                              Certain
      Relationships and Related Transactions, and Director
      Independence.
                              
                              36Item
      14.
                              
                              Principal
      Accountant Fees and Services.
                              
                              37PART
      IVItem
      15.
                              
                              Exhibits
      and Financial Statement Schedules.
                              
                              37SIGNATURES
                              
                              39


2





PART
I





FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” regarding the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of THE
Registrant to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Registrant’s plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Registrant. Although the Registrant believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Registrant or any other person that the objectives and
plans of the Registrant will be achieved.





Item
1. Business.





Organizational
History





Our
predecessor, Maximus Exploration Corporation was incorporated in the state of
Nevada on December 29, 2005 and was a reporting shell company (“Maximus”).
Extraordinary Vacations Group, Inc. was incorporated in the state of Nevada,
June 2004, and its wholly owned subsidiary Extraordinary Vacations USA Inc. is a
Delaware corporation, incorporated on June 24, 2002 and has been operating since
such date. On October 9, 2008, EXVG agreed to sell 100% of E VUSA to Maximus and
consummated a reverse merger with Maximus.  Maximus then changed its
name to Next 1 Interactive, Inc. The transaction is described
below.





Pursuant
to a Stock Purchase Agreement, dated September 24, 2008, between Andriv
Volianuk, a 90.7% stockholder of Maximus; EXVG and EVUSA, Mr. Volianuk sold his
5,000,000 shares of Maximus common stock, representing 100% of his shares, to
EXVG for an aggregate purchase price of $200,000. After the sale, Mr. Volianuk
did not own any shares of Maximus. EXVG then reissued the 5,000,000 Maximus
shares to the management of EXVG in exchange for the cancellation of their
preferred and common stock of EXVG under the same terms and conditions as that
offered to  EXVG shareholders .





Pursuant
to a Share Exchange Agreement, dated October 9, 2008, between
Maximus,  EXVG and EVUSA exchanged 100% of its shares in EVUSA (the
“EVUSA Shares”) for 13 million shares of common stock of Maximus (the “Share
Exchange”), resulting in EXVG becoming the majority shareholder of Maximus. EXVG
then proceeded to distribute the 13 million shares of Maximus common stock to
the stockholders of EXVG (“EXVG Stockholders”),  and the management of
EXVG, on a pro rata basis. As a result of these transactions, EVUSA became a
wholly-owned subsidiary of Maximus.  Maximus then amended its
Certificate of Incorporation to change its name to Next 1 Interactive, Inc. and
to authorize 200,000,000 shares of common stock, par value $0.00001 per share,
and 100,000,000 shares of preferred stock, par value $0.00001 per share. Such
transactions are hereinafter referred to as the “Acquisition.”





The
purpose of the Acquisition was so that Next 1 Interactive, Inc. would become a
fully reporting company with the Securities and Exchange Commission and have our
stock quoted on the OTC Bulletin Board.





As a
result of the Acquisition, there were 18,511,500 shares of common stock of Next
1 Interactive, Inc. issued and outstanding, of which 13,000,000 are held by the
EXVG Stockholders and 5,000,000 are held by the management of Next 1
Interactive, Inc. and 511,500 shares by the Company’s investors. Of the
13,000,000 shares held by the former stockholders of EXVG, 5,646,765shares are
held by the current executive officers and directors of Next 1 Interactive,
Inc.





Executive
Offices and Telephone Number





Our
principal executive offices are located at 2400 N Commerce Parkway, Weston,
Florida 33326 and our telephone number is (954) 888-9779.





Our web
hosting operations are based in Florida and Michigan.


3





Who
We Are:





Next 1
Interactive is an emerging interactive media company whose focus is in video and
rich media advertising delivered over internet and television platforms. The
Company addresses advertisers' needs to provide compelling content in the
emerging convergent landscape of internet, television and mobile platforms. Next
1 Interactive accomplishes this goal by the synergistic strength of its
companies and media channels.





Since our
inception, we have been focused on the travel industry solely through the
Internet. We have changed our current business model from a company that
generates nearly all of its revenues from its travel divisions to a media
company focusing on Interactive Media advertising platforms utilizing the
Internet, Internet Radio and Cable Television. The Company launched an Internet
radio station in August 2008 called Next Trip Radio.com, and on October 30,
2008, we acquired the Home Preview Channel and Loop Networks, Inc. as discussed
below. Also, on April 11, 2008, we acquired Brands on Demand as discussed
below.





Our websites
are:




Next
      1 Interactive, Inc. Investor Site:
                www.n1ii.comNextTrip.com
      Site:
                www.NextTrip.comNextTrip
      Radio Site:
                www.NextTripRadio.comNextTrip
      Affiliates:
                http://nexttrip.com/affiliate-program.aspxMaupintour
      Site:
                www.Maupintour.comCruise
      Shoppe Site:
                www.CruiseShoppes.comHome
      Preview Channel Site:
                www.HPCTV.com




The
contents of our websites are not incorporated by reference herein





Travel
Divisions:





NextTrip.com is an all-purpose
travel site that includes user-generated content, relevant social networking, a
directory of travel affiliate links, and travel business showcases, with an
emphasis on video. NextTrip.com provides viewers with a diverse video experience
that entertains, informs, and offers utility and savings. The travel information
website offers users, free of charge,  hundreds of destination videos
and promotion worldwide vacation destinations through NextTrip.com. NextTrip.com
division generates revenues through advertising, travel commission, referral
fees, and its Affiliate program,.





Nexttrip.com
allows advertisers such as hotels, airlines, cruise lines, and tour operators to
place banner ads and SHOWCASES on the website for a fee. The website also offers
live 24/7 travel talk radio (NextTripRadio.com). The Next Trip Radio site offers
travel articles, destination guides, travel deals and “Brag and Share Social
Network”; where users can post photos and commentary. NextTrip.com was launched
and began to generate revenues in May 2008.  From inception through
May 28, 2009, NextTrip.com has generated $446,000, in net revenues. The website
is www.NextTrip.com. The contents of the website are not incorporated by
reference herein.





Maupintour Extraordinary
Vacations is a luxury tour operator offering escorted and independent
tours worldwide to upscale travelers. The company has operated for over 50 years
and has an active alumni that desires luxuries vacations that includes private
sightseeing, fine dining and 4 and 5 star accommodations. Sizes of the tourist
groups range from 10 to 25. The Company’s most popular destinations are Egypt,
Israel, Europe, Africa, Asia and Peru.  The Company’s peak season for
this division is from February to July. For the fiscal years ended February 28,
2009 and February 29, 2008, Maupintour generated $1.3 million and $2.6 million,
respectively, in net revenues. Maupintour’s website is www.Maupintour.com. The
contents of the website are not incorporated by reference herein.





Cruise
Shoppes is a Travel Consortia and marketer of cruises worldwide, offering its
200 members high commissions and the Cruise Industry over $50 million in
annual revenues. For the fiscal years ended February 28, 2009 and February 29,
2008, Cruise Shoppes generated $.9 million and $1.2 million, respectively, in
net revenues. Cruise Shoppes’ website is www.CruiseShoppes.com. The contents of
the website are not incorporated by reference herein.


4





Media
Divisions:




Home Preview Channel®was originally a 24-hour
digital cable TV network that provided cost effective advertising solutions for
local realtors.  We have recently secured permission from two major
cable operators, Comcast and Time Warner, to re-brand HPC as the Home and Away
Channel(H&A)
expanding its markets in both the traditional linear and the up and coming Video
on Demand /IPTV networks in August 2009. The H&A Cable television network is
currently distributed into 1.6 million homes in Houston and Detroit through
Comcast.  We are currently negotiating new contracts with the Cable
operators   which will expand H&A’s reach to include Verizon’s FIOS
Network, AT&T U verse and DirecTV.  This expansion will give H&A a
national footprint and a base of nearly 25 million subscriber households and
includes the introduction of Next Trip Vacation Shopping program – the first
vacation shopping programming on a fully interactive television network. The
Vacation Shopping programming will be supported by the company’s web property
www.nexttrip.com and
rich media advertising campaigns directed at a highly targeted web
audience.





NextTripRadio.com - a unique
Internet radio station that includes 6 hours of travel- talk shows. Launched in
August 2008, NextTripRadio.com enables web listeners to listen live or play
programs when desired. NextTrip Radio also produces and broadcasts content to
terrestrial stations that reaches listeners across the United States. Since its
launch in August 2008, Next Trip Radio has not generated any revenues from
advertising or travel. Its website is www.NextTripRadio.com. The contents of the
website are not incorporated by reference herein.





Our Principal Products and
Services and Their Markets





We have
two operating segments, Travel and Media.  Travel revenue is generated
by Maupintour Extraordinary Vacations, Inc. , (Maupintour) and Extraordinary
Vacations USA, Inc. (Cruise Shoppes) and the Travel Magazine. Our current market
is primarily the North American leisure travel industry, though our websites are
available in English worldwide.





Maupintour’s
revenue is generated from the sale high end escorted tours and Flexible
Independent Travel (FIT) tours. Cruise Shoppes receives revenues from
commissions on direct bookings with cruise lines for affiliate travel agent’s
and the general public The Travel Magazine does not currently generate any
revenue. During the previous fiscal year its revenues were derived from CNN who
broadcasted clips from The Travel Magazines travel destinations on the CNN
Airport TV Network on televisions located in 41 USA airports. We plan to
resurrect The Travel Magazine during the second quarter 2009 by broadcasting its
travel destinations programming both on our NextTrip web site and Home and Away
cable television network.





Maupintour
and Cruise Shoppes generated approximately $ 2.1 million and $3.9 million in net
revenues in the fiscal year ended February 28, 2009 and February 29, 2008,
respectively, representing approximately 93% and 95% of the Company’s 2009 and
2008 revenues, respectively. Maupintour generated approximately $1.2 million and
$2.6 million in net revenues, representing approximately 55% and 64% of total
revenues, and Cruise Shoppes generated approximately 800,000 and 1.3 million in
net revenues, representing approximately 45% and 31% of the Company’s revenues
for the fiscal years  ended February 28, 2009 and February 29, 2008
respectively. Also, the Company’s “The Travel Magazine” generated approximately
$200,000 and $200,000 in revenues during the fiscal year ended February 28, 2009
and February 29, 2008 respectively, representing approximately 8% and 5% of
revenues




The
Company’s target market is the traditional travel sector, which the Company
continues to operate as mature businesses. These businesses continue to serve
their existing client bases, and include Maupintour Extraordinary Vacations (a
luxury worldwide tour operator) and Cruise Shoppes (a cruise industry consortia
and marketer of cruises). The travel businesses cater to upscale clientele
seeking customized trips. The Company estimates that its target market
represents 5% of all U.S. domestic leisure travelers. We believe that upscale
travelers, primarily discerning Baby Boomers, seek travel solutions rather than
pre-packaged tours, and the Company has made a consistent business of catering
to this niche marketplace, rather than compete on the lower end of the market
which is now dominated by names like Expedia and Travelocity.




Since our
inception, we have been focused on the travel industry solely through the
Internet. We have changed our current business model from a company that
generates nearly all of its revenues from its travel divisions to a media
company focusing on Interactive Media advertising platforms utilizing the
Internet, Internet Radio and Cable Television. The Company launched an Internet
radio station in August 2008 called Next Trip Radio.com, and on October 30,
2008, we acquired two companies: Home Preview Channel (HPC) and Loop Networks,
Inc (Loop). HPC is a real-estate focused cable television network currently
distributed in 1.6 million homes controlled by Comcast, the nation’s largest
cable operator. We have received permission to re-brand HPC and Loop as the Home
and Away Channel (Network). The Network branding gives us the ability to expand
the platform beyond real estate and include travel and lifestyle components with
real estate. This broadens the focus of the network on two key areas consumers
are passionate about – their home and their vacation. One of the first key
changes in format includes the introduction of the Next Trip Mall; a first for
vacation shopping on a network. Additional distribution through the cable
networks to other cities may be dramatically enhanced to include the Video on
Demand (VOD) market. The Network has been working with cable operators to be a
first in VOD for the real estate and travel areas. The Home and Away Network is
currently distributed in 1.6 million homes controlled by Comcast, the nation’s
largest cable operator. We believe that the new format changes will allow for
significant expansion of the network starting with a Time Warner Station in New
York City, and additional time in Chicago and Philadelphia. This expansion could
put the Network into 5 of the top 10 markets in the U.S. We believe our Network
has vast growth potential. In addition to growth around its current business
model, the Network provides the basis for Next 1 to enter the travel and real
estate vertical ad sales marketplace online.


5




Loop is a
technology company for cable television and Internet interface. The technology
behind Loop consists of a proprietary informative content aggregation network
and a five-point content distribution model which consists of Basic TV, Video On
Demand (VOD), Broadband, Interactive TV, and Wireless — all designed to
facilitate live end-user feedback. The entire content distribution model is
supported by Loop’s centralized content database.





On April
11, 2008, we acquired Brands on Demand (BOD), a media company engaged in
interactive media sales, pursuant to a Stock Purchase Agreement between EVUSA
and James Bradford Heureux, representing all of the shareholders of BOD.
Pursuant to the agreement, EVUSA acquired 50,000 shares of common stock of BOD,
representing 100% off the issued and standing shares of BOD, for an aggregate
purchase price of $140,000 by way of a payment of $70,000 and 50,000,000 shares
of common stock (with certain fulfillment  and earn out conditions
attached). EVUSA paid Mr. Heureux $70,000 of the $140,000 purchase price and
issued 50,000,000 shares of EVUSA in trust for 100% of his shares (20,000 shares
representing 40% of the issued and outstanding shares of BOD). EVUSA paid the
other stockholders of BOD $70,000 for 100% of their shares of BOD which
represented 60% of the total issued and outstanding stock of BOD (30,000
shares).  As a part of the stock purchase agreement we entered into an
employment agreement with Mr. Heureux pursuant to which Mr. Heureux served as
the Chief Marking Officer of the Company and as a Director of the Board of
Directors. On January 15, 2009, the employment agreement was
terminated.  Mr. Heureux is no longer employed by Company nor is he a
director of Next 1 Interactive, Inc.




The
acquisition of Brands on Demand was based on the business model of a media
company which effected the change of business strategy of EXVG (Next 1
Interactive, Inc.). The acquisitions of HPC and Loop were consummated based on
revenue projections submitted by former President of HPC. Although we will not
be operating the BOD brand name, we still expect to generate revenues from media
advertising sales beginning in fiscal year 2009.





Business
Strategy





The
Company will continue to generate revenues through our travel entities: Next
Trip.com, Next Trip Radio, Cruise Shoppes, and Maupintour Extraordinary
Vacations. We will continue to sell advertising using interactive platforms such
as the internet, cable television, and internet radio. We will also launch a new
television cable network, the Home and Away Network.





The
Company has permission to rebrand Home Preview Channel (HPC) as the Home and
Away Channel. As discussed above, we believe that the Company’s Network branding
will give us the ability to expand the platform beyond real estate and include
travel and lifestyle components with real estate. This broadens the focus of the
network on two key areas consumers are passionate about – their home and their
vacation. One of the first key changes in format includes the introduction of
the Next Trip Mall; a vacation shopping program to be aired on the Network.
Additional distribution through the cable networks to other cities may be
dramatically enhanced to include the Video on Demand (VOD) market. Next 1’s
management has been working with cable operators to be a first mover in VOD for
the real estate and travel areas. The network is currently distributed in 1.6
million homes controlled by Comcast, the nation’s largest cable operator. The
new format changes will allow for significant expansion of the network starting
with a Time Warner Station in New York City, and additional time in Chicago and
Philadelphia. This expansion will put the Network into 5 of the top 10 markets
in the U.S. The Company believes the Network has vast growth potential. In
addition to growth around its current business model, the Network provides the
basis for the Company to enter the travel and real estate vertical ad sales
marketplace online.





Objectives:





We have
developed several methods to extend our reach on behalf of advertisers. For
travel-oriented sites with their own content and formats, Next 1 has formed the
NextTrip Travel Ad Network, an alliance of “Member” travel sites which accept
Company video content including related advertising sold by our Company. To
further maximize our  reach for non-travel sites that would like to
have a travel section, we have developed “white label” versions of the Company’s
travel information and services which can be easily integrated into these
“Affiliate” sites as their own branded travel section.





Our rich
media sales efforts, “Showcases”, are large online displays of advertiser
messages packaged with related video devoted exclusively to the content and
marketing of a specific travel brand. Our clients include Royal Caribbean Cruise
Lines, Norwegian Cruise Lines, Carnival Cruise Lines, the Tourist Board of
Spain, and the SeaMiles Visa card.





In
addition to the Network, we have formed alliances to create the Travel Vertical
Ad Network and Affiliate programs which drive traffic to the
Showcases.  We have taken steps to increase our control over relevant
content, and to establish cost-effective methods of deploying requisite
technology. The Company has strategic alliances with various new media firms to
provide additional content, content distribution, advertising inventory, and
infrastructure support.


6





These
alliances include FOX Media, CPX Interactive, and other ad network enablers and
website tools providers, various content suppliers such as Compulsive Traveler
and GeoBeats, Ning.com (a social network enabler), On Networks (a video
streaming specialist distributing 180 million video streams per month) and CNN
Airports. These alliances complement each other while their collective resources
empower our Company to offer advertisers unique, targeted, multi-element rich
media campaigns.




Near-Term
Objectives:





In order
to increase our count of allied sites and stable of advertisers, we are becoming
“aggregators” and complimenting it with several existing Travel sites who have
agreed to become part of the NextTrip Travel Ad Network, and our Company will
continue to pursue such relationships to drive Company-saleable traffic to meet
the needs of its advertisers including providing the delivery of a qualified
number of visitors to its advertisers sites as part of their
program.  At this level, all major travel-oriented advertisers, and
non-travel advertisers seeking a travel-oriented audience demographic, will take
a serious interest in our Company’s ad inventory and guaranteed click through
traffic.





In
addition to fostering its Travel Ad Network and Affiliate business models, we
are refining our strategy of selling Showcases (described above), in the course
of building out our own consumer-direct website, the “NextTrip.com” travel
portal. Extending the model we have already deployed, Next 1 is developing new
content and formats like teaser video, to plant on its Member and Affiliate
sites, to both create inventory and drive traffic to Showcases. Allied websites
are already driving traffic to NextTrip.com and to Company Showcases. Next 1
expects to increase its focus on selling this type of online shelf space, to
which consumers are driven by teaser and/or full-form video and other content
placed on its Ad Network and Affiliate websites.





Brands
which have already run campaigns on these various Company platforms include
Tremor Media, MGM/Mirage, and On Networks – this combination of brand-direct and
co-operative ad network clients have found it advantageous to mesh their ad
messages with Company content and services, and Next 1 is aggressively expanding
this model.





The
Company has content and services also populate NextTrip Radio, which was
launched in August 2008 while traditional terrestrial radio marketing is
declining at 8 percent a year, web radio marketing is growing at nearly 40% per
year reflecting consumers desire to access radio (like other media) on demand.
The Company is continuing to develop content and audience at NextTrip Radio so
that we can grow into another robust supplier of ad inventory for sale by our
Company.





Long-term
Objectives:





As we
expand our business model we will become a full-service multi-media advertising
outlet offering internet display ads, rich media ads, video ads, radio,
television (traditional and video-on-demand) and mobile outlets.,. As we build
our Internet ad network traffic, the online network will cross-promote the cable
and radio properties and vice-versa. Our involvement in cable TV and radio will
keep us at the forefront of cross-platform deal-making as such activity becomes
more common among advertisers.





Our
Competitors





Our
primary competitors are companies such as the Travel Channel. Other sites like
Travel.com, Travelchannel.com, Expedia.com and many others still run on “web
1.0” technologies, and seem narrowly-focused on their own core functionality
like fare searches and ticket sales. We not only focus on creating travel sales
from our site, we also focus on the delivery of customers to “Travel Showcases”
for our advertisers” using our existing internet ad networks.





Intellectual
Property





The
acquisition of Loop Networks, Inc. and Home Preview Channel included the
purchase of their proprietary software that had investments of $16,014,545 in
the development of the technology.





This
technology consists of proprietary information content aggregation network and a
five-point content distribution model which consists of Basic TV, Video On
Demand (VOD), Broadband, Interactive TV, and Wireless; all designed to
facilitate live end-user feedback. The entire content distribution model is
supported by Loop Networks centralized content database.





Our
current intellectual property consists of trademarks, domain names and
proprietary information content aggregation network. We do not own any patents
nor are any pending.


7




TRADEMARKSTrademark:
                                                
                                                Serial
      No.:
                                                
                                                Status:
                                                
                                                Owner:
                                                
                                                Date
      of
                                                  Issuance:
                                                
                                                Date
      of
                                                  Expiration:Cable
      TV
                                                
                                                78949226
                                                
                                                Good
      Standing
                                                
                                                Next
      1
                                                  Interactive,
      Inc.
                                                
                                                12/11/08
                                                
                                                6/17/09Home
      Preview
                                                  Channel
                                                
                                                78949249
                                                
                                                Good
      Standing
                                                
                                                Next
      1
                                                  Interactive,
      Inc.
                                                
                                                12/17/08
                                                
                                                6/17/09
  DOMAIN
      NAMEDomain
      Name:
                        
                        Owner:www.n1ii.com
                        
                        Next
      1 Interactive, Inc.www.NextTrip.com
                        
                        Next
      1 Interactive, Inc.www.NextTripRadio.com
                        
                        Next
      1 Interactive, Inc.http://nexttrip.com/affiliate-program.aspx
                        
                        Next
      1 Interactive, Inc.www.Maupintour.com
                        
                        Next
      1 Interactive, Inc.www.CruiseShoppes.com
                        
                        Next
      1 Interactive, Inc.www.HPCTV.com
                        
                        Next
      1 Interactive, Inc.www.HomeandAwayChannel.com
                        
                        Next
      1, Interactive,
Inc.





Sources and Availability of
Raw Materials and the Names of Principal Suppliers





Our
products do not require the consumption of raw materials.





Dependence on One or a Few
Customers





We do not
depend on one or more customers. As we expand our business, we do not anticipate
that we will depend on one or more customers.





Government
Regulation





There are
currently no regulations governing our products or services.





Research &
Development





The
Company is not currently engaged in any research and development. The Company is
currently focused on marketing and distributing its current inventory of
products and services.





Employees





The
Company has 16 full-time employees. 10 are located in the headquarter office and
4 are located in the Ann Arbor, Michigan office of Home and Away Channel; and 2
are remote sales representatives located in Nevada and Kansas. The headquarter
staff is comprised of 4 sales representatives; 2 administrative support staff, a
web designer, 1 senior management and the chief executive staff.





Item
1A. Risk Factors.


Risk
Factors




Investing
in our securities involves risk.  You should carefully consider all of
the information contained in or incorporated by reference into this report and,
in particular, the risks described below before investing in our
securities.  If any of the following risks actually occur, our
business, financial condition or results of operations could be materially
harmed and you may lose part or all of your investment.


8




Risks
Inherent to this Company:




Because
of losses incurred by us to date and our general financial condition, we
received a going concern qualification in the audit report from our Independent
Registered Public Accounting Firm for the most recent fiscal year that raises
substantial doubt about our ability to continue to operate as a going
concern.




At
February 28, 2009, we had $18,801 cash on hand. The accompanying consolidated
financial statements have been prepared assuming the Company will continue as a
going concern. As discussed in Note 2 to the consolidated financial statements
included in this Annual Report, the Company had an accumulated deficit of
$6,081,214 and a working capital deficit of $1,582,950 at February 28, 2009, net
losses for the year ended February 28, 2009 of $1,843,567 and cash used in
operations during the year ended February 28, 2009 of $1,704,195. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern.





We
have a limited operating history and we anticipate that we will have operating
losses in the foreseeable future.




We cannot
assure you that we will ever achieve profitable operations or generate
significant revenues.  Our future operating results depend on many
factors, including demand for our products, the level of competition, and the
ability of our officers to manage our business and growth.  As a
result of our limited operating history and the emerging nature of the market in
which we will compete, we anticipate that we will have operating losses until
such time as we can develop a substantial and stable revenue base.




We
will need additional capital which may not be available on commercially
acceptable terms, if at all.




We have
very limited financial resources.  We currently have a monthly cash
requirement of approximately $350,000, exclusive of capital expenditures. We
will need to raise substantial additional capital to continue the national
launch of Home and Away Channel (the Network) beyond the third quarter of 2009
and provide substantial working capital for the development of national
advertising relationships, increases in operating costs resulting from
additional staff and office space until such time as we begin to generate
revenues sufficient to fund ongoing operations.  We believe that in
the aggregate, we will need as much as approximately $6 million to $10 million
to complete the launch of the Network, repay debt obligations, provide capital
expenditures for additional equipment, payment obligations under charter
affiliation agreements, office space and systems for managing the business, and
cover other operating costs until advertising and e-commerce revenues begin to
offset our operating costs.   Our failure to obtain additional
capital to finance our working capital needs on acceptable terms, or at all,
will negatively impact our business, financial condition and
liquidity.  In addition, as of February 28, 2009 we had $1.1 million
of principal debt outstanding that will become due at various dates in the near
future.  We currently do not have the resources to satisfy these
obligations, and our inability to do so could have a material adverse effect on
our business and ability to continue as a going concern.




If
we continue to experience liquidity issues and are unable to generate revenue,
we may be unable to repay our outstanding debt when due and may be forced to
seek protection under the federal bankruptcy laws.




We have
experienced liquidity issues since our inception due to, among other reasons,
our limited ability to raise adequate capital on acceptable terms.  We
have historically relied upon the issuance of promissory notes that are
convertible into shares of our common stock to fund our operations and currently
anticipate that we will need to continue to issue promissory notes to fund our
operations and repay our outstanding debt for the foreseeable
future.  At February 28, 2009, we had $2.6 million of debt
outstanding, including $.9 million of promissory notes
outstanding.    If we are unable to issue additional
promissory notes or secure other forms of financing, we will have to evaluate
alternative actions to reduce our operating expenses and conserve
cash.




Moreover,
as a result of our liquidity issues, we have experienced delays in the repayment
of promissory notes upon maturity and the payment of trade receivables to
vendors and others when due.  Our failure to pay vendors and others
may continue to result in litigation, as well as interest and late charges,
which will increase our cost of operations.  If in the future, holders
of promissory notes demand repayment of principal and accrued interest instead
of electing to convert to common stock and we are unable to repay our debt when
due or resolve issues with existing promissory note holders, we may be forced to
refinance these notes on terms less favorable to us than the existing
notes.




Our
business revenue generation model is unproven and could fail.




Our
revenue model is new and evolving, and we cannot be certain that it will be
successful. The potential profitability of this business model is unproven and
there can be no assurance that we can achieve profitable operations. Our ability
to generate revenues depends, among other things, on our ability to launch our
television network and sign recording artists. Accordingly, we cannot assure you
that our business model will be successful or that we can sustain revenue
growth, or achieve or sustain profitability.


9




Our
success is dependent upon our senior management team and our ability to hire and
retain qualified employees.




We
believe that our success is substantially dependent upon: (1) our ability to
retain and motivate our senior management team and other key employees; and (2)
our ability to identify, attract, hire, train, retain and motivate other
qualified personnel.  The development of our business and operations
is dependent upon the efforts and talents of our executive officers, whose
extensive experience and contacts within the industries in which we wish to
compete are a critical component of our business strategy.  We cannot
assure you that we will be successful in retaining the services of any of the
members of our senior management team or other key personnel, or in hiring
qualified technical, managerial, marketing and administrative
personnel.  We do not have "key person" life insurance policies on any
of our key personnel, so in the event of a tragic incident we would find
ourselves in a very precarious position without the financial ability or
management skill to overcome it.  If we do not succeed in retaining
our employees and in attracting new employees, our business could suffer
significantly.




We
may be unable to implement our business and growth strategy.




Our
growth strategy and ability to generate revenues and profits is dependent upon
our ability to:  (1) develop and provide new services and products;
(2) establish and maintain sales and distribution channels, including the launch
of our television network; (3) develop new business opportunities; (4) maintain
our existing clients and develop the organization and systems to support these
clients; (5) establish financial and management systems; (6) attract, retain and
hire highly skilled management and consultants; (7) obtain adequate financing on
acceptable terms to fund our growth strategy; (8) develop and expand our client
and customer bases; and (9) negotiate agreements on terms that will permit us to
generate adequate profit margins.  Our failure with respect to any or
all of these factors could impair our ability to successfully implement our
growth strategy, which could have a material adverse effect on our results of
operations and financial condition.




We
intend to launch new products in a volatile market and we may be
unsuccessful.




Weintend
to launch new products, which include a television network featuring a vacation
shopping program and VOD for real estate and travel related
products.  The travel market and the television industry are volatile
marketplaces and we may not be able to successfully penetrate and develop either
sector.  We cannot assure you that we will be able to maintain the
airwave space necessary to carry and successfully launch a new television
network.  We will be successful only if consumers establish a loyalty
to our network and purchase the products and services advertised on the
network.  We will have no control over consumer reaction to our
network or product offerings.  If we are not successful in building a
strong and loyal consumer following, we may not be able to generate sufficient
sales to achieve profitability.




We
do not have the ability to control the volatility of sales.




Our
business is dependent on selling our products in a volatile consumer-oriented
marketplace.  The retail consumer industry, by its nature, is very
volatile and sensitive to numerous economic factors, including competition,
market conditions and general economic conditions.  None of these
conditions are within our control.  There can be no assurance that we
will have stable or growing sales of our record company products and advertising
space on our television network, and maintain profitability in the volatile
consumer marketplace.




We
may not be able to purchase and/or license assets that are critical to our
business.




We intend
to purchase and/or license archived video and travel collection libraries to
fulfill the programming needs of the Network.  The acquisition or
licensure of these assets is critical to accomplishing our business
plan.  We cannot assure you that we will be successful in obtaining
these assets or that if we do acquire them, that we will be able to do so at a
reasonable cost.  Our failure to purchase and/or license these
libraries at a reasonable cost would have a material adverse effect on our
business, results of operations and financial condition.


10




We
enter into charter affiliation agreements with companies that will broadcast
Home and Away Channel. If we do not maintain good working relationships with
these companies, or perform as required under these agreements, it could
adversely affect our business.




The
charter affiliation agreements establish complex relationships between these
companies and us. We intend to spend a significant amount of time and effort to
maintain our relationships with these companies and address the issues that from
time to time may arise from these complex relationships.  These
companies could decide not to renew their agreements at the end of their
respective terms. Additionally, if we do not perform as required under these
agreements or if we breach these agreements, these companies could seek to
terminate their agreements prior to the end of their respective terms or seek
damages from us. Loss of these existing charter affiliation agreements, would
adversely affect our ability to launch the Network as well as our ability to
implement our business plan.




Additionally,
the companies that we have charter affiliation agreements are subject to FCC
jurisdiction under the Communications Act of 1934, as amended.  FCC
rules, among other things, govern the term, renewal and transfer of radio and
television broadcasting licenses and limit concentrations of broadcasting
control inconsistent with the public interest.  If these companies do
not maintain their radio and television broadcasting licenses, our business
could be substantially harmed.




Our
failure to develop advertising revenues could adversely impact our
business.




We intend
to generate a significant portion of our revenue from our television network,
Home and Away Channel, through sales of advertising time.  We may not
be able to obtain long-term commitments from advertisers due to the start-up
nature of our business.  Advertisers generally may cancel, reduce or
postpone orders without penalty.  Cancellations, reductions or delays
in purchases of advertising could occur as a result of a strike, or a general
economic downturn in one or more industries or in one or more geographic
areas.  If we are unable to generate significant revenue from
advertising, it will have a material adverse effect on our business, financial
condition and results of operations.




We
may not be able to maintain our client relationships that we have
developed.




Our
clients are, and will be, comprised primarily of travel agencies, cruise lines,
real estate agents and  brokers, and national
advertisers.  This clientele is fragmented and requires a great deal
of servicing to maintain strong relationships.  Our ability to
maintain client loyalty will be dependent upon our ability to successfully
market and distribute their products.  We cannot assure you that we
will be successful in maintaining relationships with our artists.  Our
inability to maintain these relationships could have a material adverse effect
on our business, results of operations and financial condition.




We
may encounter intense competition from substantially larger and better financed
companies.




Our
success will depend upon our ability to penetrate the consumer market for media
oriented products and establish a television network with sufficient ratings to
cover the costs associated with operating the network and provide a return to
our investors.  Our television network and travel company will compete
with more established entities with greater financial resources, longer
operating histories and more recognition in the market place than we
do.  It is also possible that previously unidentified competitors may
enter the market place and decrease our chance of acquiring the requisite market
share.  Our future success will depend upon our ability to penetrate
the market quickly and efficiently.  Our ability to respond to
competitive product offerings and the evolving demands of the marketplace will
play a key role in our success.  Our failure to develop, maintain and
continually improve our distribution process could prevent us from attaining
sufficient market share.  If we are unable to respond and compete in
these markets, it will have a material adverse effect on our business, results
of operations and financial condition.




We
may not be able to adequately manage future growth.




If we are
successful in developing our business plan, the anticipated future growth of the
business could place a significant strain on our managerial, operational and
financial resources. We cannot assure you that management would effectively
manage significant growth in our business.  If we are successful in
executing our business plan and achieve our anticipated growth, such success
will place significant demands on our management, as well as on our
administrative, operational and financial resources.  For us to manage
our growth and satisfy the greater financial, disclosure and internal control
requirements that arise with exiting the development stage and becoming fully
operational, we must:


11




·
            upgrade
      our operational, financial, accounting and management information systems,
      which would include the purchase of new accounting and human resources
      software;




·
            identify
      and hire an adequate number of operating, accounting and administrative
      personnel and other qualified
employees;




·
            manage
      new employees and integrate them into our
  culture;




·
            incorporate
      effectively the components of any businesses or assets that we may acquire
      in our effort to achieve or support
growth;




·
            closely
      monitor the actions of our music company distributors and broadcast
      entities which air The Tube and manage the contractual relationships we
      have with them; and




·
            develop
      and improve financial and disclosure processes to satisfy the reporting
      requirements of the SEC, including Section 404 of the Sarbanes-Oxley Act
      of 2002, and the National Association of Securities Dealers,
      Inc.




The
failure to adequately manage any growth would adversely affect our business
operations and financial results.




Mr.
Kerby owns approximately 71% of our voting securities which gives him control of
our Company.





Mr. Kerby
also owns 2,610,951 shares of common stock and 504,762 shares of Series A
Preferred Stock each having the voting equivalency of 100 votes per Series A
preferred Stock.  This gives him voting rights equivalent to
53,087,251 shares of common stock, representing approximately 71%of the total
votes.  Such control by Mr. Kerby of our voting securities gives him
control of our electing our directors and appointing management and can delay or
prevent possible mergers or deals and suppress the market value of our common
stock.





We
may be unable to adequately react to market changes.




Our
success is partially dependent upon our ability to develop our market and change
our business model as may be necessary to react to changing market
conditions.  Our ability to modify or change our business model to fit
the needs of a changing market place is critical to our success, and our
inability to do so could have a material adverse effect on our business,
liquidity and financial condition.




There
are potential conflicts of interests and agreements that are not subject to
arm’s length negotiations.




There may
be conflicts of interest between our management and our non-management
stockholders.




Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management’s personal pecuniary interest and its fiduciary duty to
our stockholders. Further, our management’s own pecuniary interest may at
some point compromise its fiduciary duty to our stockholders. In addition, our
officers and directors are currently involved with other blank check companies
and conflicts in the pursuit of business combinations with such other blank
check companies with which they and other members of our management are, and may
be the future be, affiliated with may arise. If we and the other blank check
companies that our officers and directors are affiliated with desire to
take advantage of the same opportunity, then those officers and directors
that are affiliated with both companies would abstain from voting upon the
opportunity. In the event of identical officers and directors, the officers and
directors will arbitrarily determine the Registrant that will be entitled to
proceed with the proposed transaction.


12


Risks Related to Investment
in Our Securities


There
is not presently an active market for shares of our common stock, and therefore,
you may be unable to sell any shares of common stock in the event that you need
a source of liquidity.




Although
our common stock is quoted on the Over-The-Counter Bulletin Board, the trading
market in our common stock has substantially less liquidity than the trading in
stock on other markets or stock of other companies quoted on the
Over-The-Counter Bulletin Board.  A public trading market in our
common stock having the desired characteristics of depth, liquidity and
orderliness depends on the presence in the market of willing buyers and sellers
of our common stock at any time.  This presence depends on the
individual decisions of investors and general economic and market conditions
over which we have no control.  In the event an active market does not
develop, you may be unable to sell your shares of common stock at or above the
price you paid for them or at any price.




Existing
stockholders may suffer substantial dilution with future issuances of our common
stock.




We
anticipate issuing a substantial amount of common stock within the next several
years, either in connection with our equity incentive plan for directors,
officers, key employees and consultants, or in private or public offerings to
meet our working capital requirements.  Any grants or sales of
additional shares of our common stock will have a dilutive effect on the
existing stockholders, which could adversely affect the value of our common
stock.




Our
management, through its significant ownership of our common stock, has
substantial control over our operations.




Our
management owns a significant portion of the total outstanding shares of our
common stock.  These officers and employees have been and will
continue to be able to significantly influence all matters requiring approval by
our stockholders, including the election of directors and the approval of
mergers or other business combination transactions.




We
have never paid dividends and do not anticipate paying any in the foreseeable
future.




We have
never declared or paid a cash dividend and we do not expect to have any cash
with which to pay cash dividends in the foreseeable future.  If we do
have available cash, we intend to use it to grow our business.




Our
incorporation documents and Nevada law may inhibit a takeover that stockholders
consider favorable and could also limit the market price of your shares of
common stock, which may inhibit an attempt by our stockholders to change our
direction or management.




Delaware
law and our certificate of incorporation contain provisions that could delay or
prevent a change in control of our company.  Some of these provisions
include the following:




(a)
            authorize
      our board of directors to determine the rights, preferences, privileges
      and restrictions granted to, or imposed upon, the preferred stock and to
      fix the number of shares constituting any series and the designation of
      such series without further action by our stockholders;
  and




(b)
            prohibit
      cumulative voting in the election of directors, which would otherwise
      allow less than a majority of stockholders to elect director
      candidates.




These and
other provisions in our amended and restated certificate of incorporation and
under Delaware law could reduce the price that investors might be willing to pay
for shares of our common stock in the future and result in the market price
being lower than it would be without these provisions.




We
adopted provisions in our amended and restated certificate of incorporation
limiting the liability of management to stockholders.




We have
adopted provisions, and will maintain provisions, to our amended and restated
certificate of incorporation that limit the liability of our directors, and
provide for indemnification by us of our directors and officers to the fullest
extent permitted by Nevada law.  Our amended and restated certificate
of incorporation and Nevada law provides that directors have no personal
liability to third parties for monetary damages for actions taken as a director,
except for breach of duty of loyalty, acts or omissions not in good faith
involving intentional misconduct or knowing violation of law, unlawful payment
of dividends or unlawful stock repurchases, or transactions from which the
director derived improper personal benefit.  Such provisions limit the
stockholders’ ability to hold directors liable for breaches of fiduciary duty
and reduce the likelihood of derivative litigation against directors and
officers.


13




We
are subject to the penny stock rules, which may adversely affect trading in our
common stock.




Currently
our common stock is a “low-priced” security under the “penny stock” rules
promulgated under the Securities Exchange Act of 1934, as amended. In accordance
with these rules, broker-dealers participating in transactions in low-priced
securities must first deliver a risk disclosure document that describes the
risks associated with such stocks, the broker-dealers’ duties in selling the
stock, the customer's rights and remedies and certain market and other
information. Furthermore, the broker-dealer must make a suitability
determination approving the customer for low-priced stock transactions based on
the customer's financial situation, investment experience and objectives.
Broker-dealers must also disclose these restrictions in writing to the customer,
obtain specific written consent from the customer, and provide monthly account
statements to the customer. The effect of these restrictions will probably
decrease the willingness of broker-dealers to make a market in our common stock,
decrease liquidity of our common stock and increase transaction costs for sales
and purchases of our common stock as compared to other securities. Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
abuses normally associated with “low-priced” securities from being established
with respect to our securities.




Item
1B.  Unresolved Staff Comments.





Not
applicable.





Item
2.  Properties.





The
Company leases approximately 4,740 square feet of office space in Weston,
Florida pursuant to a lease agreement, with WBP One Limited Partnership, Suite
105 of the building commonly known as Beacon Pointe I located at 2400 North
Commerce Parkway, Weston, Florida 33326. In accordance with the terms of the
lease agreement, the Company is renting the commercial office space, for a term
of four years commencing December 31, 2006 through December 31, 2010. The rent
for the year ending February 28, 2009 was $229,838





The
Company owns no real property.





Item
3.  Legal Proceedings.





The
Company is not party to any legal proceedings nor is it aware of any
investigation, claim or demand made on the Company that may reasonably result in
any legal proceedings.





Item
4.  Submission of Matters to a Vote of Security Holders.





None.


14





PART
II





Item
5.  Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.





Common
Stock





Our
Certificate of Incorporation authorizes the issuance of 200,000,000 shares of
Common Stock, par value $0.00001 per share. As of the date of this Annual
Report, there are 24,678,167 shares of common stock issued and
outstanding.





Limited
and Sporadic Public Market for Common Stock





Our
common stock currently trades on the Over the Counter Bulletin Board under the
ticker symbol “NXOI.” Prior to our merger with Maximus Exploration Corporation
on October 9, 2008, there was no public trading market for our common
stock.  The market for our common stock has been limited and stagnant.
You might find your investment in our stock to be relatively
illiquid.





Our
fiscal year end is February 28th, and in
the case of a leap year, February 29th.  The
range of high and low bid information for our common stock on the OTCBB for each
quarterly period since our stock began trading on the OTCBB is forth below. Such
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions. There was no
active trading market for our common stock during the period reflected
below:




Period
                      
                      Low Bid
                      
                      
                      High Bid20091st
      Quarter as of May 31, 2008
                      
                      $
                      1.15
                      
                      
                      $
                      3.104th
      Quarter  Ended February 28, 2009
                      
                      $
                      1.02
                      
                      
                      $
                      3.00





Preferred
Stock





The Board
of Directors is authorized to determine, without stockholder approval, the
designations, rights, preferences, powers and limitations of the Company’s
100,000,000 shares of authorized Preferred Stock




Series
A Preferred Stock





On
October 14, 2008, we filed a Certificate of Designations with the Secretary of
State of the State of Nevada therein establishing out of our “blank check”
Preferred Stock, a series designated as Series A 10% Cumulative Convertible
Preferred Stock consisting of 3,000,000 shares (the “Series A Preferred Stock”).
The holders of record of shares of Series A Preferred Stock are entitled to vote
on all matters submitted to a vote of our shareholders of and is entitled to one
hundred (100) votes for each share of Series A Preferred Stock. On October 14,
2008, we issued an aggregate of 504,763 shares of Series A Preferred Stock to
William Kerby, the Company’s Chief Executive Officer. Mr. Kerby also owns
2,610,951 shares of common stock, which, together with his Series A Preferred
Stock, gives him voting rights equivalent to 53,087,251 shares of common stock,
representing approximately 71% of the total votes,





Options,
Warrants and Convertible Securities





As of the
date of this registration statement, there are no issued and outstanding options
or warrants. There are currently 504,763 shares of the Company’s Series A
Preferred Stock which are convertible into shares of common stock at a rate of
2:1. These shares were issued to the Company’s CEO as protection for his loans;
personal assets pledged on behalf of the company, personal guarantees and
deferred compensation.





Rule
144





As of the
date of this registration, there are no shares of our Company which can be sold
under Rule 144 of the Securities Act due to the fact that our predecessor was a
shell company.


15




Penny
Stock Rules


The term
“penny stock” generally refers to low-priced (below $5.00), speculative
securities of very small companies. While penny stocks generally are quoted
over-the-counter, such as on the OTC Bulletin Board or in the Pink Sheets, they
may also trade on securities exchanges, including foreign securities exchanges.
In addition, penny stocks include the securities of certain private companies
with no active trading market. Before a broker-dealer can sell a penny stock,
SEC rules require the firm to first approve the customer for the transaction and
receive from the customer a written agreement to the transaction. The firm must
furnish the customer a document describing the risks of investing in penny
stocks. The firm must tell the customer the current market quotation, if any,
for the penny stock and the compensation the firm and its broker will receive
for the trade. Finally, the firm must send monthly account statements showing
the market value of each penny stock held in the customer’s account. Penny
stocks may trade infrequently, which means that it may be difficult to sell
penny stock shares once you own them. Because it may be difficult to find
quotations for certain penny stocks, they may be impossible to accurately price.
Investors in penny stocks
should be prepared for the possibility that they may lose their whole
investment.





The
Company’s fiscal year end is February 28th, and in
the case of a leap year, February 29th.  The range of high and low bid
information for our common stock on the OTCBB for each quarterly period within
the two most recent fiscal years is set forth below. Such quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions





Dividend
Policy





The
Series A Preferred Stock is entitled to receive cash dividends out of any assets
legally available therefore, prior and in preference to any declaration or
payment of any dividend on any other class of Preferred Stock or Common Stock at
an annual rate of 10% of the $1.00 liquidation value preference per share. Such
dividends shall be cumulative and shall be payable on the first day of April,
July, October and January. To date, we have not paid any dividends and all the
dividends payable on the Series A Preferred Stock was converted to shares of the
Company’s common stock.





We
currently intend to retain all future earnings for use in the operation and
expansion of our business and do not anticipate paying any cash dividends on
common stock in the foreseeable future. Any future dividends will be at the
discretion of the board of directors, after taking into account various factors,
including among others, operations, current and anticipated cash needs and
expansion plans, the income tax laws then in effect, the requirements of Nevada
law, and any restrictions that may be imposed by our future credit
arrangements.




Transfer
Agent





Holladay
Stock Transfer, Inc.


2939 N
67th
Place


Scottsdale,
AZ 85251





Holders
of Our Common Stock





As of the
date of this Annual Report on Form 10-K, we had approximately 370 holders of
record of our common stock, and one holder of our preferred stock.





Item
6.  Selected Financial Data.





Not
applicable.





Item
7.  Management’s Discussion and Analysis of Financial Condition and Results
of Operations.





You
should read the following discussion together with "Selected Historical
Financial Data" and our consolidated financial statements and the related notes
included elsewhere in this Annual Report. This discussion contains
forward-looking statements, which involve risks and uncertainties. Our actual
results may differ materially from those we currently anticipate as a result of
many factors, including the factors we describe under "Risk Factors” and
elsewhere in this Annual Report.





Forward
Looking Statements





Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:




·
              discuss
      our future expectations;
 
 ·
              contain
      projections of our future results of operations or of our financial
      condition; and




16


·
              state
      other "forward-looking"
information.


We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this Annual Report. See "Risk Factors."





Unless
stated otherwise, the words “we,” “us,” “our,” “the Company” or “NextTrip” in
this Annual Report collectively refers to the Company.





Organizational
History





Our
predecessor, Maximus Exploration Corporation was incorporated in the state of
Nevada on December 29, 2005 and was a reporting shell company (“Maximus”).
Extraordinary Vacations Group, Inc. was incorporated in the state
of  Nevada, June 2004, and it’s wholly owned subsidiary Extraordinary
Vacations USA Inc. is a Delaware corporation, incorporated on June 24, 2002 and
has been operating since such date. On October 9, 2008, Extraordinary Vacations
Group, Inc. agreed to sell 100% of Extraordinary Vacations USA to Maximus which
consummated a reverse merger with Maximus, and Maximus changed its name to Next
1 Interactive, Inc.





Next 1
Interactive, Inc. conducts all of its business through its wholly-owned
subsidiary, Extraordinary Vacations USA, Inc., a Delaware corporation (EVUSA).
EVUSA was formed in June 2004 under the predecessor name Cruise and Vacation
Shoppes, Inc., a consortium of leisure-oriented travel agencies. In December
2005, EVUSA acquired certain assets of Maupintour, LLC an upscale tour operator
specializing in luxury escorted and “fully inclusive” independent tours
worldwide. On March 1, 2007, the Company sold Maupintour LLC to an unrelated
third party.  In October 2007, the purchaser notified EXVG that it was
unable to raise the capital required for the ongoing operations of Maupintour
LLC and exercised it right under the purchase agreement to turn back Maupintour
LLC to EXVG.  As a part of the wind down of Maupintour LLC, EXVG
formed Maupintour Extraordinary Vacations, Inc.,  (“Maupintour”) on
December 14, 2007.   EVUSA also owns The Travel Magazine, a
substantial library of travel-oriented television shows and other video.
Combining the email databases of these acquisitions, the Company has an opt-in
email list of over 6 million travelers.





Pursuant
to a Stock Purchase Agreement, dated September 24, 2008, between Andriv
Volianuk, a 90.7% stockholder of Maximus; Extraordinary Vacation Group, Inc., a
Nevada corporation (“EXVG”); and EVUSA, a Delaware corporation and a
wholly-owned subsidiary of EXVG, Mr. Volianuk sold his 5,000,000 shares of
Maximus common stock, representing 100% of his shares, to EXVG for an aggregate
purchase price of $200,000. After the sale, Mr. Volianuk did not own any shares
of Maximus. EXVG then reissued  the 5,000,000 Maximus shares with the
management of EXVG in exchange for the cancellation of their preferred and
common stock of EXVG under the same  terms and conditions as that
offered to  EXVG shareholders .





On
October 9, 2008, EXVG acquired Maximus, a reporting shell company, pursuant to a
Share Exchange Agreement (the “Exchange Agreement”) between Maximus, EXVG and
EXVUSA.





Pursuant
to this Exchange Agreement, EXVG exchanged 100% of its shares in EVUSA (the
“EVUSA Shares”) for 13 million shares of common stock of Maximus (the “Share
Exchange”), resulting in EXVG becoming the majority shareholder of Maximus. EXVG
then proceeded to distribute the 13 million shares of Maximus common stock to
the stockholders of EXVG (“EXVG Stockholders”), on a pro rata basis. As a result
of these transactions, EVUSA became a wholly-owned subsidiary of Maximus.
Maximus then amended its Certificate of Incorporation to change its name to Next
1 Interactive, Inc. and to authorize 200,000,000 shares of common stock, par
value $0.00001 per share, and 100,000,000 shares of preferred stock, par value
$0.00001 per share. Such transactions are hereinafter referred to as the
“Acquisition.”





The
purpose of the Acquisition was so that Next 1 Interactive, Inc. would become a
fully reporting company with the Securities and Exchange Commission and have our
stock quoted on the OTC Bulletin Board.





As a
result of the Acquisition, there were 18,511,500 shares of common stock of Next
1 Interactive, Inc. issued and outstanding, of which 13,000,000 are held by the
former stockholders of EXVG and 5,000,000 are held by the management of Next 1
Interactive, Inc. and 511,500 shares by the Company’s investors. Of the
13,000,000 shares held by the former stockholders of EXVG, 5,646,765shares are
held by the current executive officers and directors of Next 1 Interactive,
Inc.


17


Recent
Acquisitions
 
 The Home Preview
Channel





On
October 29, 2008, we purchased an aggregate of approximately 115,114 shares of
The Home Preview Channel, Inc. (“HPC”), which represented 100% of the issued and
outstanding shares of common stock of HPC, in exchange for an aggregate of
677,999 of our shares of the Company’s common stock. All of the assets were
included in the sale, free of clear of any and all liens, encumbrances, charges,
securities interests and claims of others.





Loop Networks,
LLC





On
October 30, 2008, we purchased 102,179 membership interests from the Loop
Networks, LLC (“Loop”), representing 100% of the issued and outstanding
membership interests of Loop, in exchange for an aggregate of 5,345,000 shares
of our common stock. Loop is a technology company for TV and Internet
interface.





Brands on
Demand





On April
11, 2008, we acquired Brands on Demand (BOD), a media company engaged in
interactive media sales, pursuant to a Stock Purchase Agreement between EVUSA
and James Bradford Heureux, representing all of the shareholders of BOD.
Pursuant to the agreement, EVUSA acquired 50,000 shares of common stock of BOD,
representing 100% off the issued and standing shares of BOD, for an aggregate
purchase price of $140,000 by way of a payment of $70,000 and 50,000,000 shares
of common stock (with certain fulfillment  and earn out conditions
attached). EVUSA paid Mr. Heureux $70,000 of the $140,000 purchase price and
issued 50,000,000 shares of EVUSA in trust for 100% of his shares (20,000 shares
representing 40% of the issued and outstanding shares of BOD). EVUSA paid the
other stockholders of BOD $70,000 for 100% of their shares of BOD which
represented 60% of the total issued and outstanding stock of BOD (30,000
shares).  As a part of the stock purchase agreement we entered into an
employment agreement with Mr. Heureux pursuant to which Mr. Heureux served as
the Chief Marking Officer of the Company and as a Director of the Board of
Directors. On January 15, 2009, the employment agreement was
terminated.  Mr. Heureux is no longer employed by Company nor is he a
director of Next 1 Interactive, Inc.




The
acquisition of Brands on Demand was based on the business model of a media
company which effected the change of business strategy of EXVG (Next 1
Interactive, Inc.). The acquisitions of HPC and Loop were consummated based on
revenue projections submitted by former President of HPC. Although we will not
be operating the BOD brand name, we still expect to generate revenues from media
advertising sales beginning in fiscal year 2009.





Business





You can
read about our business in the “Business” section of this Annual
Report.





Evolving
Industry Standards; Rapid Technological Changes





The
Company's success in its business will depend in part upon its continued ability
to enhance its existing products and services, to introduce new products and
services quickly and cost effectively to meet evolving customer needs, to
achieve market acceptance for new product and service offerings and to respond
to emerging industry standards and other technological changes. There can be no
assurance that the Company will be able to respond effectively to technological
changes or new industry standards. Moreover, there can be no assurance that
competitors of the Company will not develop competitive products, or that any
such competitive products will not have an adverse effect upon the Company's
operating results.





Moreover,
management intends to continue to implement "best practices" and other
established process improvements in its operations going forward. There can be
no assurance that the Company will be successful in refining, enhancing and
developing its operating strategies and systems going forward, that the costs
associated with refining, enhancing and developing such strategies and systems
will not increase significantly in future periods or that the Company's existing
software and technology will not become obsolete as a result of ongoing
technological developments in the marketplace.





Industry
Trends





Our
current revenue is primarily derived from our travel website divisions:
NextTrip.com, Maupintour and Cruise Shoppes. According to PhoCusWright, 2007 is
the first year in which more than half of all travel in the U.S. was purchased
online. The remainder of travel in the U.S. was booked through traditional
offline channels. Suppliers, including airlines, hotels and car rental
companies, have continued to focus their efforts on direct sale of their
products through their own websites, further promoting the migration of
customers to online booking. In the current environment, suppliers' websites are
believed to be taking market share domestically from both online travel
companies ("OTCs") and traditional offline travel companies.





In the
U.S., the booking of air travel has become increasingly driven by price. As a
result, we believe that OTCs will continue to focus on differentiating
themselves from supplier websites by offering customers the ability to
selectively combine travel products such as air, car, hotel and destination
services into one-stop shopping vacation packages.


18





Despite
the increase in online marketing costs, the continued growth of search and
meta-search sites as well as Web 2.0 features creates new opportunities for
travel websites to add value to the customer experience and generate advertising
revenue. Web 2.0 is a term used to describe content features such as social
networks, blogs, user reviews, videos and podcasts such as our NextTrip.com,
NetTripRadio.com, Maupitour.Com, and CruiseShoppes.com websites. We believe that
the ability of Web 2.0 websites will add value for customers, suppliers and
third-party partners while simultaneously creating new revenue
streams.





Sufficiency
of Cash Flows





Because
current cash balances and projected cash generation from operations are not
sufficient to meet the Company's cash needs for working capital and capital
expenditures, management intends to seek additional equity or obtain additional
credit facilities. The sale of additional equity could result in additional
dilution to the Company's shareholders. A portion of the Company's cash may be
used to acquire or invest in complementary businesses or products or to obtain
the right to use complementary technologies. From time to time, in the ordinary
course of business, the Company evaluates potential acquisitions of such
businesses, products or technologies.





RESULTS
OF OPERATIONS





Results
of Operations for the Fiscal Year Ended February 28, 2009 Compared to the Fiscal
Year Ended February 29, 2008





Our total
revenues were $2,755,608 for the fiscal year ended February 28, 2009 compared to
$3,858,142 for the fiscal year ended February 29, 2008. Our revenues were
derived primarily from travel sales and marketing largely driven by perceived
product value, advertising and promotional activities which can be adversely
impacted during periods with reduced discretionary travel
spending.  The decrease in revenue from fiscal 2008 to 2009 is
primarily attributable to the Company’s limited financial resources which
prevented the Company from aggressively advertising its products and services.
Increased competition in our industry may require us to increase advertising for
our brand and for our products. We may see a unique opportunity for a brand
marketing campaign that will result in an increase of marketing expenses.
Further, our strategy to replicate our business model may result in a
significant increase in our sales and marketing expenses and have a material
adverse impact on our results of operations. We expect fluctuations of sales and
marketing expenses as a percentage of revenue from quarter to quarter. Some of
the fluctuations may be significant and have a material impact on our results of
operations.





We do not
know what our general and administrative expenses as a percentage of revenue
will be in future periods. There may be fluctuations that have a material impact
on our results of operations. We expect our headcount to continue to increase in
the future. The Company's headcount is one of the main drivers of general and
administrative expenses. Therefore, we expect our absolute general and
administrative expenses to continue to increase.





Assets. Our total assets were
$7,892,437 at February 28, 2009 compared to $409,529 at February 29,
2008.


The
increase from 2008 to 2009 was primarily due to an increase in intellectual
property from $0 to $6,717,109, net of amortization,  resulting from
our acquisitions of the Home Preview Channel and Loop Networks, Inc. on October
31, 2008 and Brands on Demand on April 11, 2008. .





Liabilities.
Our total liabilities were 2,571,662at February 28, 2009 compared to $1,790,688
at February 29, 2008.


The
increase from 2008 to 2009 was primarily due to an increase in Other Liabilities
from $0 for the fiscal year ended February 29, 2008 to $550,291 for the fiscal
year ended February 28, 2009.  Other Liabilities consist of contingent
liabilities and stock of Next 1 for which the company received cash that had not
been issued at year end.  Also contributing to the increase in
liabilities was an increase in Notes Payable – Long Term Position from $308,773
for the fiscal year ended February 29, 2008 to $628,807 for the fiscal year
ended February 28, 2009. In February 2009, the Company restructured note
agreements with three existing note-holders. The collective balance at the time
of the restructuring was $250,000 plus accrued interest payable of $158,000
which was consolidated into three new notes payable totaling $408,000. The notes
bear interest at 10% per year and mature on May 31, 2010 at which time the total
amount of principle and accrued interest is due. In connection with the
restructure of these notes the Company issued 150,000 detachable warrants to
purchase common stock at an exercise price of $3.00 per share. The warrant
issuance is considered a discount and is included in other assets at February
28, 2009 and will be amortized monthly over the term of the note.





Total
Stockholders’ Equity/Deficit. Our stockholders’ equity was $5,320,775 at
February 28, 2009 compared to a deficit of $1,381,159 at February 29,
2008.





Revenues.
$2,755,608 for the fiscal year ended February 28, 2009 compared to $3,858,142
for the fiscal year ended February 29, 2008.





Net
Loss. We had a
net loss of $3,045,831 and $4,751,602 for the fiscal years ended February 28,
2009 compared to February 29, 2008. The decrease from 2008 to 2009 was primarily
due to the write off of intercompany debt and the impairment of certain assets
recorded in 2008 partially offset increases in general and administrative
expenses recorded in 2009 due to increased amortization and consulting
fees.


19





Cost of
Revenue. Costs of Sales were $1,410,113 for the fiscal year ended
February 28, 2009 compared to $1,879,301 for the fiscal year ended February 29,
2008. This decrease was primarily due a decrease in marketing.  Our
liquidity constraints have severely limited our ability to engage in marketing,
promotion, advertising and similar expenses necessary to develop our business.
We expect this trend to continue until such time as we can complete a
substantial debt or equity offering.





Operating
Expenses. Our
operating expenses include website maintenance fees, general and administrative
expenses, salaries and benefits, bad debt expense, advertising and promotion,
legal and professional fees. Our total operating expenses were $4,286,684 for
the fiscal year ended February 28, 2009 compared to $4,063,934 for the fiscal
year ended February 29, 2008. The increase from 2008 to 2009 was primarily due
to increases in general and administrative expenses recorded in 2009 due to
increased amortization and consulting fees recorded in 2009, substantially
offset by bad debt expense related to a discontinued business services involved
in merchant credit card processing in 2008.





Liquidity
and Capital Resources; Going Concern





Cash
Balance. We had
$18,801cash on-hand and an accumulated deficit of $18,097,339 at February 28,
2009 compared to $64,369 cash on-hand and an accumulated deficit of $15,051,508
on February 29, 2008.





We
anticipate entering into several additional affiliate agreements with digital
broadcasters, which will allow The Home and Away Network to be seen in
approximately 9.6 million homes in 2009. While we expect this market penetration
to generate a substantial increase in marketing, promotion and other expenses,
we also expect that our revenues will ultimately increase sufficiently enough to
cover these increases. Thus, we believe that our results of operations in fiscal
2009 and 2008 are not indicative of our projected results of operations in
fiscal 2010 and beyond.





The
growth and development of our business will require a significant amount of
additional working capital. We currently have limited financial resources and
based on our current operating plan, we will need to raise additional capital in
order to continue as a going concern. We currently do not have adequate cash to
meet our short or long term objectives. In the event additional capital is
raised, it may have a dilutive effect on our existing stockholders.





Since our
inception in June 2002, we have been focused on the travel industry solely
through the Internet. We have recently changed our business model from a company
that generates nearly all its revenues from its travel divisions to a media
company focusing on travel and real estate by utilizing the Internet, Internet
radio and cable television As a company that has recently changed our business
model and emerged from the development phase with a limited operating history,
we are subject to all the substantial risks inherent in the development of a new
business enterprise within an extremely competitive industry. We cannot assure
you that the business will continue as a going concern or ever achieve
profitability. Due to the absence of an operating history under the new business
model and the emerging nature of the markets in which we compete, we anticipate
operating losses until such time as we can successfully implement our business
strategy, which includes the launch of The Home and Away Network.





As
discussed in Part I, Item 1-Business-Organizational History, Extraordinary
Vacations USA, Inc. (“EVUSA”) was a wholly owned subsidiary of Extraordinary
Vacations Group, Inc. (“EXVG”). As part of a Stock Purchase Agreement, dated
September 24, 2008, 100% of the shares (1,000) of EVUSA were exchanged for
13,000,000 shares of Maximus Exploration Corporation (“Maximus”), a reporting
shell company. EXVG then proceeded to dividend 13 million shares of Maximus
common stock to the stockholders of EXVG (“EXVG Stockholders”), on a pro rata
basis, in exchange for their EXVG shares. As a result of these transactions,
EVUSA became a wholly-owned subsidiary of Maximus. Maximus then amended its
Certificate of Incorporation to change its name to Next 1 Interactive, Inc. and
to authorize 200,000,000 shares of common stock, par value $0.00001 per share,
and 100,000,000 shares of preferred stock, par value $0.00001 per
share.





Accordingly,
the following equity transactions occurring prior to executing the Stock
Purchase Agreement dated September 24, 2008 are
stated in terms of the predecessor to the registrant, EXVG.





Since our
inception, we have financed our operations through numerous debt and equity
issuances. In addition to the convertible notes discussed below:





The Rider Group,
Inc.





On
October 16, 2006, EXVG entered into a Debenture Security Agreement with The
Rider Group, Inc. (“Rider”), an “accredited investor” as defined by the
Securities Act of 1933. Pursuant to the Agreement, Rider loaned the Company
$201,000 in exchange for a promissory note in the principal amount of $201,000
and a warrant to purchase 2,680,000 shares of common stock a purchase price of
$0.01 per share until the fifth anniversary date of the date of
issuance.  The note was to mature 90 days after the date of issuance
and was secured by all of the assets of the Company.


20





On
February 26, 2007, EXVG and Rider amended the agreement pursuant to which Rider
purchased 201,000 shares of 10% Senior Convertible Preferred Class A Stock (the
“Preferred Shares”) of the Company for $1.00 per share by converting the
promissory note referenced above.  The Preferred Shares carry a 10%
dividend payable semi-annually in arrears. The Company is required to redeem the
at a redemption price equal to 1-1/2 of the face amount upon the second
anniversary date of the date of the amendment.  The holder of the
Preferred Shares may convert the Preferred Shares into common stock at the rate
of $0.01 per share.  In the event the Company enters into an
underwriting agreement in connection with a public offering of common stock,
Rider has 30 days to convert the Preferred Shares into common
shares.  Thereafter, they are subject only to redemption by the
Company. The Company is required to use 50% of all proceeds raised by the
Company through its first public underwriting of the Company’s common stock,
towards the mandatory call of the Preferred Shares.  The Company has
the right to call the series of preferred stock within one year at a call
premium of 105% of the face amount plus cumulative dividends and between 13 and
23 months, at a call premium of 125% of the face amount, plus cumulative
dividends.  If called, the preferred shareholder will have 7 days from
the date of call to determine whether to accept the call or to convert the
Preferred Shares into common stock.   Also, pursuant to the
amendment, Rider purchased 50,000 additional Preferred Shares for $50,000 upon
the same terms and conditions as set forth above.





On June
8, 2007, EXVG entered into a Debenture Security Agreement with The Rider Group,
an accredited investor. Pursuant to the agreement, Rider loaned to the Company
$50,000 in exchange for a promissory note in the principal amount of $50,000
bearing interest at a rate of 25% per annum and was to mature on September 8,
2007. The note, including all accrued penalties and interest, was converted into
shares of common stock on November 18, 2007. The conversion price was $0.01 per
share and resulted in the receipt of an aggregate of 25,000,000 shares of the
Company’s common stock.





Warren
Kettlewell





On
October 16, 2006, EXVG entered into a Debenture Security Agreement with Warren
Kettlewell (“Kettlewell”), an “accredited investor” as defined by the Securities
Act of 1933. Pursuant to the Agreement, Kettlewell loaned the Company $201,000
in exchange for a promissory note in the principal amount of $201,000 and a
warrant to purchase 2,680,000 shares of common stock a purchase price of $0.01
per share until the fifth anniversary date of the date of
issuance.  The note was to mature 90 days after the date of issuance
and was secured by all of the assets of the Company.





On
December 26, 2006, EXVG entered into a Debenture Security Agreement with Cardar
Investments Limited (“Cardar”), of which Kettlewell has voting and dispositive
control. Pursuant to the Agreement, Cardar loaned the Company $20,000 in
exchange for a promissory note in the principal amount of $20,000 and a warrant
to purchase 200,000 shares of common stock a purchase price of $0.01 per share
until the fifth anniversary date of the date of issuance.  The note
was to mature on March 26, 2007.





On
January 29, 2007, EXVG entered into a second Debenture Security Agreement with
Cardar. Pursuant to the Agreement, Cardar loaned the Company $30,000 in exchange
for a promissory note in the principal amount of $30,000 and a warrant to
purchase 200,000 shares of common stock a purchase price of $0.01 per share
until the fifth anniversary date of the date of issuance.  The note
was to mature on March 26, 2007 and was secured by all of the assets of the
Company.





On
February 23, 2007, EXVG, Kettlewell and Cardar amended the three agreements
pursuant to which Kettlewell and Cardar converted their debentures in the
principal amounts of $201,000, $20,000 and $30,000 into 251,000 Preferred
Shares.  Also, pursuant to the amendment, Rider purchased 50,000
additional Preferred Shares for $50,000 upon the same terms and conditions as
set forth above.





On June
8, 2007, EXVG entered into a Debenture Security Agreement
Kettlewell.  Pursuant to the Agreement, Kettlewell loaned $70,000 to
the Company in exchange for promissory note for the principal amount of $70,000,
bearing interest at a rate of 25% per annum and payable on demand. The note,
including all accrued penalties and interest, was converted into shares of
common stock on November 18, 2007.  The conversion price was $0.01 per
share and resulted in the receipt of an aggregate of 29,000,000 shares of the
Company’s common stock.





Michael
Craig





On
October 16, 2006, EXVG entered into a Debenture Security Agreement with Michael
Craig (“Craig”), an “accredited investor” as defined by the Securities Act of
1933. Pursuant to the Agreement, Craig loaned the Company $201,000 in exchange
for a promissory note in the principal amount of $201,000 and a warrant to
purchase 2,680,000 shares of common stock a purchase price of $0.01 per share
until the fifth anniversary date of the date of issuance.  The note
was to mature 90 days after the date of issuance and was secured by all of the
assets of the Company.





On
February 26, 2007, EXVG and Craig amended the agreement pursuant to which Craig
converted his debenture into 201,000 Preferred Shares.  Also, pursuant
to the amendment, Rider purchased 50,000 additional Preferred Shares for $50,000
upon the same terms and conditions as set forth above.


21


On June
8, 2007, EXVG entered into a Debenture Security Agreement with Craig. Pursuant
to the agreement, Craig loaned the Company $50,000 in exchange for a promissory
note in the principal amount of $50,000. The principal sum was payable on demand
and accrued interest at 25% per annum. The note, including all accrued penalties
and interest, was converted into shares of common stock on November 18,
2007.  The conversion price was $0.01 per share and resulted in the
receipt of an aggregate of 25,000,000 shares of the Company’s common
stock.





Frank
Dallison





On July
9, 2006, we entered into an agreement with Frank Dallison, (“Dallison”), an
“accredited investor” as defined by the Securities Act of 1933, 0pursuant to
which Dallison loaned the Company $50,000. In connection with the loan, the
Company issued a promissory note in the principal amount of $50,000 to the
Dallison, bearing interest at the rate of 18% per annum and was to maturing on
January 9, 2007. In addition to the interest payment the promissory note, the
Company issued to Dallison warrants to purchase150,000 shares of the Company’s
common stock at a at purchase price of $0.10 per share until the fifth
anniversary date of the date of issuance.  The loan, including all
accrued penalties and interest, was converted into shares of EXVG common stock
on September 26, 2007.  The conversion price was $.01 per share and
resulted in the receipt of an aggregate of 6,250,000 shares of the Company’s
EXVG common stock.





Temporis Group
LTD





On
December 13, 2006, Temporis Group LTD (“Temporis”), an “accredited investor” as
defined by the Securities Act of 1933, loaned $100,000 to the
Company.  In connection with this loan, the Company to Temporis issued
a promissory Note in the principal amount of $100,000, bearing interest at 20%
per annum plus warrants to purchase 125,000 shares of the Company’s common stock
at a purchase price of $0.10 per until the fourth anniversary date of the date
of issuance. The loan, including all accrued penalties and interest, was
converted into shares of common stock on September 26, 2007.  The
conversion price was $0.01 per share and resulted in the receipt of an aggregate
of 12,890,000 shares of the Company’s common stock.





Ralph
Blatt





On
January 29, 2007, Ralph Blatt (“Blatt”), an “accredited investor” as defined by
the Securities Act of 1933, loaned the Company $10,000. In connection with this
loan, the Company issued a promissory note to Blatt in the principal amount of
$10,000 bearing interest at a rate of 10% per annum and a warrant to purchase
100,000 shares of the Company’s common stock at a price of $.10 per share with
an exercise date of January 28, 2010.  The note was converted into
shares of the Company’s common stock on October 1, 2007. The conversion price
was $0.01 per share and resulted in the receipt of an aggregate of 1,000,000
shares of the Company’s EXVG common stock.





Shelly
Shifman





On
January 29, 2007, Shelly Shifman (“Shifman”), an “accredited investor” as
defined by the Securities Act of 1933, loaned $50,000. In connection with this
loan, the Company issued a promissory note to Shifman in the principal amount of
$50,000 bearing interest at a rate of 10% per annum and a warrant to purchase
500,000 shares of the Company’s common stock at a price of $.10 per share with
an exercise date of January 28, 2010.  The note was converted into
shares of the Company’s common stock on October 1, 2007.  The
conversion price was $0.01 per share and resulted in the receipt of an aggregate
of 5,000,000 shares of the Company’s common stock.





Michael Ryan
Stuckey





On
December 26, 2006, Michael Ryan Stuckey (“Stuckey”), an “accredited investor” as
defined by the Securities Act of 1933, loaned $20,000 to the Company. In
connection with the loan Debenture, the Company issued a promissory Note to
Stuckey in the principal amount of $20,000 bearing interest at a rate of 10% per
annum and was payable on demand.  In connection with the loan, the
Company issued warrants to Stuckey to purchase 200,000 the Company’s common
stock at a purchase price $.10 per share for a period of five years. On February
26, 2007, the loan was converted to 20,000 of the Company’s Preferred
Shares.  On August 15, 2008 the Preferred Shares were converted to
2,000,000 shares of the Company’s common stock.





Subscription Agreements –
2006 through 2008





On
January 5, 2006, the Company sold an aggregate of 926,667 shares of common stock
and issued warrants for 926,667 shares of our EXVG common stock at an
exercise price of 0.10 per share, exercisable within 48 months of issuance, to
accredited investors for $278,000.  On October 1, 2007, the warrants
were exercised resulting in $9,266.67 cash to the Company and the issuance of
926,667 shares of EXVG common stock.





On
October 25, 2006 under a certain subscription agreement for $24,990, the Company
issued 83,300 units of the Corporation to an accredited investor at a price of
$0.30 per unit. Each unit was comprised of one (1) common share and one common
share purchase warrant.  Each warrant entitles the holder thereof to
purchase one (1) share of the Company’s EXVG common stock at an exercise price
of $0.10 for a period of 24 months from the date of issuance. As of February 15,
2009 these warrants have not been exercised.


22


The
Company will need to raise substantial additional capital to continue the launch
of The Home and Away Network beyond the second quarter of 2009 and provide
substantial working capital for the development of national advertising
relationships, increases in operating costs resulting from additional staff and
office space until such time as the Company begins to generate revenues
sufficient to fund ongoing operations. The Company believes that in the
aggregate, it will need as much as approximately $6 million to $10 million to
complete the launch of The Home and Away Network, repay debt obligations,
provide capital expenditures for additional equipment, payment obligations under
charter affiliation agreements, office space and systems for managing the
business, and cover other operating costs until advertising and e-commerce
revenues begin to offset our operating costs.  There can be no
assurances that the Company will be successful in raising the required capital
to complete this portion of its business plan.





We intend
to generate a significant portion of our revenue from our television network,
The Home and Away Network, and our radio station, Next Trip Radio through sales
of advertising time.





To date,
we have funded our operations with the proceeds from the private equity
financings. The Company issued these shares without registration under the
Securities Act of 1933, as amended, afforded the Company under Section 4(2)
promulgated thereunder due to the fact that the issuance did not involve a
public offering of securities. The shares were sold solely to “accredited
investors” as that terms is defined in the Securities Act of 1933, as amended,
and pursuant to the exemptions from the registration requirements of the
Securities Act under Section 4(2) and Regulation D thereunder.





Currently,
revenues provide approximately 20% of the company’s cash requirements. The
remaining cash need is derived from raising additional capital. The current
monthly cash burn rate is approximately $300,000. It is projected that with the
launch of the television network in October, 2009, the monthly cash burn rate
will gradually increase to approximately $500,000, with the expectation of
profitability by March, 2010.





Our
revenue model is new and evolving, and we cannot be certain that it will be
successful.  The potential profitability of this business model is
unproven and there can be no assurance that we can achieve profitable
operations.  Our ability to generate revenues depends, among other
things, on our ability to launch our television network and sign advertising,
sponsorship, programming, infomercial and other revenue
contracts.  Accordingly, we cannot assure you that our business model
will be successful or that we can sustain revenue growth, or achieve or sustain
profitability.





Summary
of Business Operations and Significant Accounting Policies





Financial
Reporting





The
Company prepares its consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America.
Revenues and expenses are reported on the accrual basis, which means that income
is recognized as it is earned and expenses are recognized as they are
incurred.





Revenue
and Expense Recognition





Revenues
are expenses are reported on the accrual basis, which means that income is
recognized as it is earned and expenses are recognized as they are
incurred.





Principles
of Consolidation


The
accompanying consolidated audited financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All material inter-company
transactions and accounts have been eliminated in consolidation.





Use
of Estimates


The
Company’s significant estimates include allowance for doubtful accounts and
accrued expenses. These estimates and assumptions affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. While the Company
believes that such estimates are fair when considered in conjunction with the
financial statements taken as a whole, the actual amounts of such estimates,
when known, will vary from these estimates. If actual results significantly
differ from the Company’s estimates, the Company’s financial condition and
results of operations could be materially impacted.





Cash
and Cash Equivalents


Cash and
cash equivalents include all interest-bearing deposits or investments with
original maturities of three months or less.


23




Fair
value of financial instruments


The
carrying amounts reported in the balance sheet for cash, accounts receivable,
prepaid expenses accounts payable and accrued expenses and other current
liabilities payable approximate their fair market value based on the short-term
maturity of these instruments. The fair value of the Company’s notes payable and
long-term debt is estimated based on quoted market prices for the same or
similar issues or on current rates offered to the Company for debt of the same
remaining maturities. At February 28, 2009 and February 29, 2008 the aggregate
fair value of the Company’s notes payable and long-term debt approximated its
carrying value.





Accounts
Receivable


The
Company extends credit to its customers in the normal course of business.
Further, the Company regularly reviews outstanding receivables, and provides for
estimated losses through an allowance for doubtful accounts. In evaluating the
level of established loss reserves, the Company makes judgments regarding its
customers’ ability to make required payments, economic events and other factors.
As the financial condition of these parties change, circumstances develop or
additional information becomes available, adjustments to the allowance for
doubtful accounts may be required. The Company also performs ongoing credit
evaluations of customers’ financial condition. The Company maintains reserves
for potential credit losses, and such losses traditionally have been within its
expectations.





Property
and Equipment


Property
and equipment are stated at cost, less accumulated depreciation. Depreciation is
computed using the straight-line method over the estimated useful lives of the
related assets. Machinery and equipment are depreciated over 3 to 10 years.
Furniture and fixtures are depreciated over 7 years. Equipment leased under
a capital lease is amortized over the term of that lease The Company performs
ongoing evaluations of the estimated useful lives of the property and equipment
for depreciation purposes. The estimated useful lives are determined and
continually evaluated based on the period over which services are expected to be
rendered by the asset. Maintenance and repairs are expensed as
incurred.





Impairment
of Long-Lived Assets


In
accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," The Company
periodically reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not
be fully recoverable. The Company recognizes an impairment loss when the sum of
expected undiscounted future cash flows is less than the carrying amount of the
asset. The amount of impairment is measured as the difference between the
asset’s estimated fair value and its book value.





During
the year ended February 29, 2008, the Company identified and recognized impaired
losses of $261,000 on long-lived assets





Website
Development Costs


The
Company accounts for website development costs in accordance with Emerging
Issues Task Force (EITF) No. 00-2.  Accordingly, all costs incurred in
the planning stage are expensed as incurred, costs incurred in the website
application and infrastructure development stage are accounted for in accordance
with Statement of Position (SOP) 98-1 which requires the capitalization of
certain costs that meet specific criteria, and costs incurred in the day to day
operation of the website are expensed as incurred.





Management
expects the website to be placed into service during the fiscal year ended
February 28, 2010 at which time it will be subject to straight-line amortization
over a five year period.




Goodwill
and Intangible Assets




In June
2001, the Financial Accounting Standards Board approved the issuance of SFAS
142, “Goodwill and Other Intangible Assets”, which established accounting and
reporting requirements for goodwill and other intangible assets. The standard
requires that all intangible assets acquired that are obtained through
contractual or legal right, or are capable of being separately sold,
transferred, licensed, rented or exchanged must be recognized as an asset apart
from goodwill. Intellectual properties obtained through acquisition, with
indefinite lives, are not amortized, but are subject to an annual assessment for
impairment by applying a fair value based test.





Revenue
Recognition





We
recognize revenue on arrangements in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 104, "Revenue Recognition." and related
interpretations, revenue is recognized when the services have been rendered and
collection is reasonably assured.





Travel:Gross travel tour revenues represent the total retail value of
transactions booked for both agency and merchant transactions recorded at the
time of booking, reflecting the total price due for travel by travelers,
including taxes, fees and other charges, and are generally reduced for
cancellations and refunds.  We also generate revenue from paid cruise
ship bookings in the form of commissions.  Commission revenue is
recognized at the date the price is fixed or determinable, the delivery is
completed, no other significant obligations of the Company exist and
collectability is reasonably assured. Payments received before all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenue.


24





The Travel
Magazine:Subscription revenue is unearned revenue and is recognized on a
net proportionate basis over the life of the subscription.




Advertising:
We recognize advertising revenues in the period in which the advertisement is
displayed, provided that evidence of an arrangement exists, the fees are fixed
or determinable and collection of the resulting receivable is reasonably
assured. If fixed-fee advertising is displayed over a term greater than one
month, revenues are recognized ratably over the period as described below. The
majority of insertion orders have terms that begin and end in a quarterly
reporting period. In the cases where at the end of a quarterly reporting period
the term of an insertion order is not complete, the Company recognizes revenue
for the period by pro-rating the total arrangement fee to revenue and deferred
revenue based on a measure of proportionate performance of its obligation under
the insertion order. The Company measures proportionate performance by the
number of placements delivered and undelivered as of the reporting date. The
Company uses prices stated on its internal rate card for measuring the value of
delivered and undelivered placements. Fees for variable-fee advertising
arrangements are recognized based on the number of impressions displayed or
clicks delivered during the period.




Under
these policies, no revenue is recognized unless persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collection is deemed reasonably assured. The Company considers an insertion
order signed by the client or its agency to be evidence of an
arrangement.




Cost
of Sales


Cost of
sales comprises the directly attributable costs of goods and services sold and
delivered. These costs include such items as sales commission to business
partners, hotel and airfare, cruises and membership fees. Future costs will also
include network expenses, including fees we pay for co-location services,
depreciation of network equipment, payments made to affiliate partners and
salary expenses associated with network operations staff.





Sales
and Marketing


Sales and
marketing expenses consist primarily of advertising and promotional expenses,
salary expenses associated with sales and marketing staff, expenses related to
our participation in industry conferences, and public relations
expenses.  The goal of our advertising is to acquire new subscribers
for our e-mail products, increase the traffic to our Web sites, and increase
brand awareness.





Advertising
Expense


The
Company follows the provisions of Statement of Position (SOP) 93-7, “Reporting
on Advertising Costs,” in accounting for advertising
costs.  Advertising costs are charged to expense as incurred and are
included in sales and marketing expenses in the accompanying financial
statements. Advertising expense for the years ended February 28, 2009 and
February 29, 2008 was $42,335 and $172,014, respectively.





Income
taxes


The
Company accounts for income taxes under the liability method in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes".  Under this method,  deferred income tax assets and
liabilities are determined based on differences  between the financial
reporting and tax basis of assets and  liabilities  and are
measured using the enacted tax rates and laws  that will be in
effect  when
the  differences  are  expected  to
reverse.





Had
income taxes been determined based on an effective tax rate of 37.6% consistent
with the method of SFAS 109, the Company's net losses for all periods presented
would not materially change.





Recent
Accounting Pronouncements


In
December 2007, the FASB issued FAS No. 141(R) “Applying the Acquisition Method”,
which is effective for fiscal years beginning after December 15,
2008.  This statement retains the fundamental requirements in FAS 141
that the acquisition method be used for all business combinations and for an
acquirer to be identified for each business combination. FAS 141(R) broadens the
scope of FAS 141 by requiring application of the purchase method of accounting
to transactions in which one entity establishes control over another entity
without necessarily transferring consideration, even if the acquirer has not
acquired 100% of its target.  Among other changes, FAS 141(R) applies
the concept of fair value and “more likely than not” criteria to accounting for
contingent consideration, and preacquisition contingencies.  As a
result of implementing the new standard, since transaction costs would not be an
element of fair value of the target, they will not be considered part of the
fair value of the acquirer’s interest and will be expensed as incurred. The
Company does not expect that the impact of this standard will have a significant
effect on its financial condition and results of operations.





In
December 2007, the FASB also issued FAS No. 160, “Accounting for Noncontrolling
Interests”, which is effective for fiscal years beginning after December 15,
2008.  This statement clarifies the classification of noncontrolling
interests in the consolidated statements of financial position and the
accounting for and reporting of transactions between the reporting entity and
the holders of non-controlling interests.  The Company does not expect
that the adoption of this standard will have a significant impact on its
financial condition, results or operations, cash flows or
disclosures.


25





In
February 2007, the FASB issued FAS No. 159, “Fair Value Option” which provides
companies an irrevocable option to report selected financial assets and
liabilities at fair value.  The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. FAS 159 is
effective for entities as of the beginning of the first fiscal year that begins
after November 15, 2007.  The Company does not expect that the
adoption of this standard will have a significant impact on its financial
condition, results or operations, cash flows or disclosures.





In
September 2006, the Financial Accounting Standards Board (FASB) issued FAS
No. 157, “Fair Value Measurements” (“FAS 157”), which establishes a
framework for measuring fair value in accordance with GAAP and expands
disclosures about fair value measurements.  FAS 157 does not
require any new fair value measurements but rather eliminates inconsistencies in
guidance found in various prior accounting pronouncements. FAS157 is effective
for fiscal years beginning after November 15, 2007. The Company does not
expect that the adoption of this standard will have a significant impact on its
financial condition, results or operations, cash flows or
disclosures.





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations” (SFAS No. 141R), which replaced SFAS No. 141. This
pronouncement establishes requirements and principles for how the acquiring
entity in a business combination recognizes and measures the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest on the
financial statement; recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase; and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS No. 141R
is effective for fiscal years beginning after December 15, 2008. The
requirements are effective for the Company beginning in the first quarter of
fiscal 2010. The adoption of SFAS No. 141R may have a material effect on
our financial statements to the extent the Company pursues future business
combinations.





In June
2008, the FASB issued FASB Staff Position EITF 03-6-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities” (FSP EITF 03-6-1). FSP EITF 03-6-1 addresses whether instruments
granted in share-based payment transactions are participating securities prior
to vesting, and therefore necessitate inclusion in the computation of earnings
per share under the two-class method. FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning on or after December 15, 2008
and earlier adoption is not permitted. The adoption of this statement is not
expected to have a material effect on the Company’s consolidated financial
statements.





In
September 2006, the FASB issued SFAS No. 157, which defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. SFAS No. 157 does not impose fair value
measurements on items not already accounted for at fair value; rather it
applies, with certain exceptions, to other accounting pronouncements that either
require or permit fair value measurements. The Company has adopted the
provisions of SFAS No. 157 with respect to its financial assets and
liabilities only, effective March 30, 2008. In February 2008, the FASB
issued FASB Staff Position (FSP) No. 157-2, “Effective Date of FASB
Statement No. 157” (FSP FAS No. 157-2), which provides a one year
deferral of the effective date of SFAS No. 157 for non-financial assets and
non-financial liabilities. In October 2008, FASB issued FASB Staff Position
No. 157-3, “Determining the Fair Value of a Financial Asset When the Market
for That Asset Is Not Active” (FSP FAS No. 157-3) which is effective upon
issuance, including prior periods for which financial statements have not been
issued. This Staff Position offers clarifying guidance related to the
application of SFAS No. 157, issued in September 2006, when the market for
the financial asset is not active. This guidance includes clarification related
to (1) how management should consider its internal cash flow and discount
rate assumptions when measuring fair value when relevant observable data do not
exist; (2) how observable market information in a market that is not active
should be considered when measuring fair value; and (3) how to use market
quotes when assessing the relevance of observable and unobservable data
available to measure fair value. See Note 8 “Fair Value Measurements” for
disclosure applicable to SFAS No. 157, FSP FAS No. 157-2, and FSP
FAS No. 157-3.





Reclassifications


Certain
reclassifications have been made to the prior year financial statements to
conform to the current year presentation.





Recent Accounting
Pronouncements





The
Financial Accounting Standards Board (“FASB”) has recently issued several new
accounting pronouncements which may apply to the company.





Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active





In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.” This FSP
clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active. The FSP also provides examples for determining the
fair value of a financial asset when the market for that financial asset is not
active. FSP FAS No. 157-3 was effective upon issuance, including prior periods
for which financial statements have not been issued. The impact of adoption was
not material to the Company’s consolidated financial condition or results of
operations.


26





Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement





In
September 2008, the FASB issued EITF Issue No. 08-5 (“EITF No. 08-5”), “Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement.” This FSP determines an issuer’s unit of accounting for a liability
issued with an inseparable third-party credit enhancement when it is measured or
disclosed at fair value on a recurring basis. FSP EITF No. 08-5 is effective on
a prospective basis in the first reporting period beginning on or after December
15, 2008. The Company is currently assessing the impact of FSP EITF No. 08-5 on
its consolidated financial position and results of operations.





Disclosures
about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement
No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date
of FASB Statement No. 161





In
September 2008, the FASB issued FSP FAS No. 133-1, “Disclosures about Credit
Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and
FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161.” This FSP amends FASB Statement No. 133, “Accounting for
Derivative Instruments and Hedging Activities,” to require disclosures by
sellers of credit derivatives, including credit derivatives embedded in a hybrid
instrument. The FSP also amends FASB Interpretation No. 45, “Guarantor’s
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others,” to require and additional disclosure
about the current status of the payment/performance risk of a guarantee.
Finally, this FSP clarifies the Board’s intent about the effective date of FASB
Statement No. 161, “Disclosures about Derivative Instruments and Hedging
Activities.” FSP FAS No. 133-1 is effective for fiscal years ending after
November 15, 2008. The Company is currently assessing the impact of FSP FAS No.
133-1 on its consolidated financial position and results of
operations.





Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities





In June
2008, the FASB issued EITF Issue No. 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities.” EITF
No. 03-6-1 addresses whether instruments granted in share-based payment
transactions are participating securities prior to vesting and, therefore, need
to be included in the earnings allocation in computing earnings per share under
the two-class method. The EITF 03-6-1 affects entities that accrue dividends on
share-based payment awards during the awards’ service period when the dividends
do not need to be returned if the employees forfeit the award. EITF03-6-1 is
effective for fiscal years beginning after December 15, 2008. The Company is
currently assessing the impact of EITF 03-6-1 on its consolidated financial
position and results of operations.





Determining
Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own
Stock





In June
2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock.” EITF 07-5
provides that an entity should use a two step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's contingent exercise and settlement
provisions. It also clarifies on the impact of foreign currency denominated
strike prices and market-based employee stock option valuation instruments on
the evaluation. EITF 07-5 is effective for fiscal years beginning after December
15, 2008. The Company is currently assessing the impact of EITF 07-5 on its
consolidated financial position and results of operations.





Accounting
for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement
No. 60





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No. 60”. This
statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. SFAS No. 163 also
clarifies how SFAS No. 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities to increase comparability in financial reporting
of financial guarantee insurance contracts by insurance enterprises. SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for some disclosures about the insurance enterprise’s risk-management
activities of the insurance enterprise are effective for the first period
(including interim periods) beginning after issuance of SFAS No. 163. Except for
those disclosures, earlier application is not permitted.





Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)





In
May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
No. 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
clarifies the accounting for convertible debt instruments that may be settled in
cash (including partial cash settlement) upon conversion. The FSP requires
issuers to account separately for the liability and equity components of certain
convertible debt instruments in a manner that reflects the issuer's
nonconvertible debt (unsecured debt) borrowing rate when interest cost is
recognized. The FSP requires bifurcation of a component of the debt,
classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our
consolidated statement of operations. The FSP requires retrospective application
to the terms of instruments as they existed for all periods presented. The FSP
is effective for us as of January 1, 2009 and early adoption is not permitted.
The Company is currently evaluating the potential impact of FSP APB No. 14-1
upon its consolidated financial statements.


27





The
Hierarchy of Generally Accepted Accounting Principles




In May 2008, the FASB issued Statement
of Financial Accounting Standards (“SFAS”) No. 162, "The Hierarchy of Generally
Accepted Accounting Principles" (FAS No.162). SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in the preparation of financial statements. SFAS No. 162 is effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles". The implementation of this
standard will not have a material impact on the Company's consolidated financial
position and results of operations.




Determination
of the Useful Life of Intangible Assets




In April
2008, the FASB issued FASB Staff Position on Financial Accounting Standard (“FSP
FAS”) No. 142-3, “Determination of the Useful Life of Intangible Assets”, which
amends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of intangible assets under
SFAS No. 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is
to improve the consistency between the useful life of a recognized intangible
asset under SFAS No. 142 and the period of the expected cash flows used to
measure the fair value of the asset under SFAS No. 141 (revised 2007) “Business
Combinations” and other U.S. generally accepted accounting
principles.  The Company is currently evaluating the potential impact
of FSP FAS No. 142-3 on its consolidated financial statements.




Disclosure
about Derivative Instruments and Hedging Activities




In March
2008, the FASB issued SFAS No. 161,“Disclosure about Derivative
Instruments and Hedging Activities, an amendment
of  SFAS No. 133”, (SFAS 161). This statement requires that objectives
for using derivative instruments be disclosed in terms of underlying risk and
accounting designation. The Company is required to adopt SFAS No. 161 on January
1, 2009. The Company is currently evaluating the potential impact of SFAS No.
161 on the Company’s consolidated financial statements.




Business
Combinations





In
December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (SFAS
141(R)). This Statement replaces the original SFAS No. 141. This
Statement retains the fundamental requirements in SFAS No. 141 that the
acquisition method of accounting (which SFAS No. 141 called thepurchase method )
be used for all business combinations and for an acquirer to be identified for
each business combination. The objective of SFAS No. 141(R) is to improve the
relevance, and comparability of the information that a reporting entity provides
in its financial reports about a business combination and its effects. To
accomplish that, SFAS No. 141(R) establishes principles and requirements for how
the acquirer:





a.
            Recognizes
      and measures in its financial statements the identifiable assets acquired,
      the liabilities assumed, and any noncontrolling interest in the
      acquiree.





b.
            Recognizes
      and measures the goodwill acquired in the business combination or a gain
      from a bargain purchase.





c.
            Determines
      what information to disclose to enable users of the financial statements
      to evaluate the nature and financial effects of the business
      combination.




This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and may not be applied before
that date. The Company is unable at this time to determine the effect that
its adoption of SFAS No. 141(R) will have on its consolidated results of
operations and financial condition.




Noncontrolling
Interests in Consolidated Financial Statements—an amendment of ARB No.
51




In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS No. 160).
This Statement amends the original Accounting Review Board (ARB) No. 51
“Consolidated Financial Statements” to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008 and may not be applied before that date.
The Company is unable at this time to determine the effect that its adoption of
SFAS No. 160 will have on its consolidated results of operations and financial
condition.


28





In
December 2007, the FASB issued FAS No. 141(R) “Applying the Acquisition Method,”
which is effective for fiscal years beginning after December 15, 2008. This
statement retains the fundamental requirements in FAS 141 that the acquisition
method be used for all business combinations and for an acquirer to be
identified for each business combination. FAS 141(R) broadens the scope of FAS
141 by requiring application of the purchase method of accounting to
transactions in which one entity establishes control over another entity without
necessarily transferring consideration, even if the acquirer has not acquired
100% of its target. Among other changes, FAS 141(R) applies the concept of fair
value and “more likely than not” criteria to accounting for contingent
consideration, and pre-acquisition contingencies. As a result of implementing
the new standard, since transaction costs would not be an element of fair value
of the target, they will not be considered part of the fair value of the
acquirer’s interest and will be expensed as incurred. The Company does not
expect that the impact of this standard will have a significant effect on its
financial condition and results of operations.





In
December 2007, the FASB also issued FAS No. 160, “Accounting for Noncontrolling
Interests,” which is effective for fiscal years beginning after December 15,
2008. This statement clarifies the classification of noncontrolling interests in
the consolidated statements of financial position and the accounting for and
reporting of transactions between the reporting entity and the holders of
non-controlling interests.





The
Company does not expect that the adoption of this standard will have a
significant impact on its financial condition, results or operations, cash flows
or disclosures.





In
February 2007, the FASB issued FAS No. 159, “Fair Value Option” which provides
companies an irrevocable option to report selected financial assets and
liabilities at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. FAS 159 is effective for
entities as of the beginning of the first fiscal year that begins after November
15, 2007. The Company does not expect that the adoption of this standard will
have a significant impact on its financial condition, results or operations,
cash flows or disclosures.





Fair
Value Measurements





In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
No. 157). SFAS No. 157 provides guidance for using fair value to measure assets
and liabilities. SFAS No. 157 addresses the requests from investors for expanded
disclosure about the extent to which companies’ measure assets and liabilities
at fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS No. 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. In February 2008, the
FASB issued FSP FAS No. 157-2, “Effective Date of FASB Statement No. 157”.
This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets
and nonfinancial liabilities, except those that are recognized or disclosed at
fair value on a recurring basis (at least annually) to fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years. The
Company is unable at this time to determine the effect that its adoption of SFAS
No. 157 will have on its consolidated results of operations and financial
condition.




Item
7A.  Quantitative and Qualitative Disclosures about Market
Risk.





Not
applicable.




Item 8.  Financial Statements
and Supplementary Data.


29
 Next
1 Interactive, Inc.
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors
 Next 1
Interactive, Inc.
 Weston,
Florida
 
 We have
audited the accompanying consolidated balance sheets of Next 1 Interactive, Inc.
as of February 28, 2009 and February 29, 2008 and the related consolidated
statements of operations, changes in stockholders' equity (deficit) and cash
flows for the years then ended.  These consolidated financial statements
are the responsibility of the Company's management.  Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audits include consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting.  Accordingly, we express no such opinion. 
An audit includes examining on a test basis, evidence supporting the amount and
disclosures in the consolidated financial statements.  An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Next 1 Interactive, Inc. as
of February 28, 2009 and February 29, 2008, and the results of their operations
and their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company had an accumulated deficit of
$18,097,339 and a working capital deficit of $1,582,950 at February 28, 2009,
net losses for the year ended February 28, 2009 of $3,045,831 and cash used in
operations during the year ended February 28, 2009 of $1,704,195. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
 
 /s/ Kramer, Weisman and
Associates, LLP
 Certified
Public Accountants
 Davie,
Florida
 June 13, 2009, except
for Notes 4, 8 and 13 which are dated December 14, 2009
  F-1
  Next 1
Interactive, Inc. and Subsidiaries
 Consolidated
Balance Sheets
 
 February 28, 2009
                      
                      
                      February 29, 2008(As
      Restated)
                      
                      
                      (As
      Restated)AssetsCurrent
      AssetsCash
                      
                      $
                      18,801
                      
                      
                      $
                      64,369Accounts
      receivable, net of allowance for doubtful accounts
                      
                      
                      125,783
                      
                      
                      
                      48,249Prepaid
      expenses and other current assets
                      
                      
                      15,612
                      
                      
                      
                      -Security
      deposits
                      
                      
                      128,239
                      
                      
                      
                      120,000Total
      current assets
                      
                      
                      288,435
                      
                      
                      
                      232,618Property
      and equipment, net
                      
                      
                      190,765
                      
                      
                      
                      176,911Other
      assets
                      
                      
                      181,130
                      
                      
                      
                      -Development
      costs
                      
                      
                      514,998
                      
                      
                      
                      -Intellectual
      property
                      
                      
                      6,717,109
                      
                      
                      
                      -Total
      assets
                      
                      $
                      7,892,437
                      
                      
                      $
                      409,529Liabilities
      and Stockholders' Equity (Deficit)Current
      LiabilitiesAccounts
      payable and accrued expenses
                      
                      $
                      968,452
                      
                      
                      $
                      687,874Other
      current liabilities
                      
                      
                      550,291
                      
                      
                      
                      -Related
      party notes payable
                      
                      
                      221,513
                      
                      
                      
                      287,555Capital
      lease payable - current portion
                      
                      
                      43,163
                      
                      
                      
                      41,854Notes
      payable - current portion
                      
                      
                      87,966
                      
                      
                      
                      350,000Total
      current liabilities
                      
                      
                      1,871,385
                      
                      
                      
                      1,367,283Capital
      lease payable - long-term portion
                      
                      
                      71,470
                      
                      
                      
                      114,632Notes
      payable - long-term portion
                      
                      
                      628,807
                      
                      
                      
                      308,773Total
      liabilities
                      
                      
                      2,571,662
                      
                      
                      
                      1,790,688Stockholders'
      Equity (Deficit)Series
      A Preferred stock,  $.01 par value; 3,000,000 authorized; and
      504,379 and 0 shares issued and outstanding at February 28, 2009 and
      February 29, 2008, respectively
                      
                      
                      5,048
                      
                      
                      
                      -Series
      B Preferred stock, $1 par value; 100,000,000 authorized; 0 and 1,152,000
      shares issued and outstanding at February 28, 2009 and February 29, 2008,
      respectively
                      
                      
                      -
                      
                      
                      
                      1,152,000Series
      C Preferred stock, $.01 par value; 10,000,000 authorized; 0 and 1,369,643
      shares issued and outstanding at February 28, 2009 and February 29, 2008,
      respectively
                      
                      
                      -
                      
                      
                      
                      13,696Common
      stock, $.00001 par value; 200,000,000 shares authorized; 24,668,231 and
      314,956,578  shares issued and outstanding at February 28, 2009
      and February 29, 2008, respectively
                      
                      
                      247
                      
                      
                      
                      314,957Additional
      paid-in-capital
                      
                      
                      23,412,819
                      
                      
                      
                      12,189,696Accumulated
      deficit
                      
                      
                      (18,097,339
                      )
                      
                      
                      (15,051,508
                      )Total
      stockholders' equity  (deficit)
                      
                      
                      5,320,775
                      
                      
                      
                      (1,381,159
                      )Total
      liabilities and stockholders' equity (deficit)
                      
                      $
                      7,892,437
                      
                      
                      $
                      409,529
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-2
 
 Next 1
Interactive, Inc. and Subsidiaries
 Consolidated
Statements of Operations
 For the
Years Ended February 28, 2009 and February 29, 2008
 
 February 28, 2009
                  
                  
                  February 29, 2008(As
      Restated)
                  
                  
                  (As
      Restated)RevenuesTravel
      and commission revenues
                  
                  $
                  2,142,591
                  
                  
                  $
                  3,858,142Advertising
      revenues
                  
                  
                  613,017
                  
                  
                  
                  -Total
      revenues
                  
                  
                  2,755,608
                  
                  
                  
                  3,858,142Cost
      of revenues
                  
                  
                  1,410,113
                  
                  
                  
                  1,879,301Gross
      profit
                  
                  
                  1,345,495
                  
                  
                  
                  1,978,841Operating
      expensesSalaries
      & benefits
                  
                  
                  1,553,546
                  
                  
                  
                  1,236,700Selling
      and promotions expense
                  
                  
                  42,335
                  
                  
                  
                  172,014Bad
      debt expense
                  
                  
                  -
                  
                  
                  
                  1,279,894General
      & administrative
                  
                  
                  2,690,803
                  
                  
                  
                  1,375,326Total
      operating expenses
                  
                  
                  4,286,684
                  
                  
                  
                  4,063,934Operating
      income (loss)
                  
                  
                  (2,941,189
                  )
                  
                  
                  (2,085,093
                  )Other
      income/(expense)Interest
      income
                  
                  
                  42
                  
                  
                  
                  -Other
      income
                  
                  
                  29,040
                  
                  
                  
                  -Interest
      expense
                  
                  
                  (119,237
                  )
                  
                  
                  (127,095
                  )Loss
      on forgiveness of debt
                  
                  
                  -
                  
                  
                  
                  (2,273,753
                  )Impairment
      of assets
                  
                  
                  -
                  
                  
                  
                  (261,288
                  )Other
      expenses
                  
                  
                  (14,487
                  )
                  
                  
                  (4,373
                  )Total
      other income (expense)
                  
                  
                  (104,642
                  )
                  
                  
                  (2,666,509
                  )Net
      loss
                  
                  $
                  (3,045,831
                  )
                  
                  $
                  (4,751,602
                  )Weighted
      average number of shares outstanding
                  
                  
                  13,448,861
                  
                  
                  
                  4,746,246Basic
      and diluted net loss per share
                  
                  $
                  (0.23
                  )
                  
                  $
                  (1.00
                  )
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-3
  Next 1
Interactive, Inc. and Subsidiaries
 Consolidated
Statement of Changes in Stockholders Equity (Deficit)
 (As
Restated)
 
 Additional
                                  
                                  
                                  
                                  
                                  
                                  Stockholders'Preferred
      Stock A
                                  
                                  
                                  Preferred
      Stock B
                                  
                                  
                                  Preferred
      Stock C
                                  
                                  
                                  Common
      Stock
                                  
                                  
                                  Paid-in
                                  
                                  
                                  Accumulated
                                  
                                  
                                  EquityShares
                                  
                                  
                                  Amount
                                  
                                  
                                  Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Capital
                                  
                                  
                                  Deficit
                                  
                                  
                                  (Deficit)Balances,
      March 1, 2007
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,344,716
                                  
                                  
                                  $
                                  140,683
                                  
                                  
                                  $
                                  9,487,347
                                  
                                  
                                  $
                                  (10,035,241
                                  )
                                  
                                  $
                                  (407,211
                                  )Preferred
      stock issued for cash
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,369,643
                                  
                                  
                                  
                                  13,696
                                  
                                  
                                  
                                  1,152,000
                                  
                                  
                                  
                                  1,152,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,165,696Common
      stock issued for cash
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,904,561
                                  
                                  
                                  
                                  174,274
                                  
                                  
                                  
                                  2,437,684
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,611,958Dividend
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  264,665
                                  
                                  
                                  
                                  (264,665
                                  )
                                  
                                  
                                  -Net
      loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (4,751,602
                                  )
                                  
                                  
                                  (4,751,602
                                  )Balances,
      February 29, 2008
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,369,643
                                  
                                  
                                  
                                  13,696
                                  
                                  
                                  
                                  1,152,000
                                  
                                  
                                  
                                  1,152,000
                                  
                                  
                                  
                                  5,249,277
                                  
                                  
                                  
                                  314,957
                                  
                                  
                                  
                                  12,189,696
                                  
                                  
                                  
                                  (15,051,508
                                  )
                                  
                                  
                                  (1,381,159
                                  )Preferred
      stock  issued for cash
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  180,000
                                  
                                  
                                  
                                  1,800
                                  
                                  
                                  
                                  350,000
                                  
                                  
                                  
                                  350,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  178,200
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  530,000Common
      stock issued for cash
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  3,326,677
                                  
                                  
                                  
                                  1,957
                                  
                                  
                                  
                                  2,154,042
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,155,999Series
      C preferred stock converted to common stock
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (1,502,000
                                  )
                                  
                                  
                                  (1,502,000
                                  )
                                  
                                  
                                  2,503,333
                                  
                                  
                                  
                                  1,502
                                  
                                  
                                  
                                  1,500,498
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock issued in exchange for services
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,443,706
                                  
                                  
                                  
                                  866
                                  
                                  
                                  
                                  937,543
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  938,409Common
      stock issued in connection with acquisition of Brands on
      Demand
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  666,667
                                  
                                  
                                  
                                  400
                                  
                                  
                                  
                                  69,600
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  70,000-Reverse
      merger with Maximus
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  511,500
                                  
                                  
                                  
                                  (319,545
                                  )
                                  
                                  
                                  48,312
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (271,233
                                  )Common
      stock and Series A preferred stock issued in exchange for Series B
      preferred stock
                                  
                                  
                                  504,763
                                  
                                  
                                  
                                  5,048
                                  
                                  
                                  
                                  (1,549,643
                                  )
                                  
                                  
                                  (15,496
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  5,000,000
                                  
                                  
                                  
                                  50
                                  
                                  
                                  
                                  10,399
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1Common
      stock issued in connection with acquisitions of Home Preview Channel and
      Loop Networks
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  6,022,999
                                  
                                  
                                  
                                  60
                                  
                                  
                                  
                                  6,143,399
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  6,143,459Detachable
      warrants issued in connection with debt restructure
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  181,130
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  181,130Fractional
      share adjustment
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (55,917
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Net
      loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (3,045,831
                                  )
                                  
                                  
                                  (3,045,831
                                  )Balances,
      February 28, 2009
                                  
                                  
                                  504,763
                                  
                                  
                                  $
                                  5,048
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  
                                  24,668,242
                                  
                                  
                                  $
                                  247
                                  
                                  
                                  $
                                  23,412,819
                                  
                                  
                                  $
                                  (18,097,339
                                  )
                                  
                                  $
                                  5,320,775
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-4
 
 Next 1
Interactive, Inc. and Subsidiaries
 Consolidated
Statements of Cashflows
 For the
Years Ended February 28, 2009 and February 29, 2008
 
 2/28/2009
                    
                    
                    2/29/2008(As
      Restated)
                    
                    
                    (As
      Restated)Cash
      flow from operating activities:Net
      loss
                    
                    $
                    (3,045,831
                    )
                    
                    $
                    (4,751,602
                    )Adjustments
      to reconcile net loss to net cash fromoperating
      activities:Depreciation
      and amortization
                    
                    
                    436,471
                    
                    
                    
                    2,728Loss
      on impairment of asset
                    
                    
                    -
                    
                    
                    
                    261,288Loss
      on forgiveness of related party debt
                    
                    
                    -
                    
                    
                    
                    2,273,753Discount
      on note payable
                    
                    
                    (181,300
                    )
                    
                    
                    -Stock
      based compensation and extinguishment of debt
                    
                    
                    938,409
                    
                    
                    
                    -Changes
      in operating assets and liabilities:(Increase)
      decrease in accounts receivable
                    
                    
                    (77,534
                    )
                    
                    
                    154,681(Increase)
      decrease in prepaid expenses and other current assets
                    
                    
                    (15,612
                    )
                    
                    
                    118,055Increase  in
      accounts payable and accrued expenses
                    
                    
                    128,702
                    
                    
                    
                    54,736Increase
      in other current liabilities
                    
                    
                    112,500
                    
                    
                    
                    -Net
      cash (used in) operating activities
                    
                    
                    (1,704,195
                    )
                    
                    
                    (1,886,361
                    )Cash
      flows from investing activities:Purchase
      of furniture, software and equipment
                    
                    
                    -
                    
                    
                    
                    100,567Technology
      development costs
                    
                    
                    (514,999
                    )
                    
                    
                    -Proceeds
      received from note receivable
                    
                    
                    -
                    
                    
                    
                    20,000Net
      cash provided by (used in) investing activities
                    
                    
                    (514,999
                    )
                    
                    
                    120,567Cash
      flows from financing activities:Payments
      on notes payable
                    
                    
                    (83,204
                    )
                    
                    
                    (849,876
                    )Net
      payments of related party loans
                    
                    
                    (117,318
                    )
                    
                    
                    -Payments
      of capital lease payable
                    
                    
                    (41,853
                    )
                    
                    
                    (30,294
                    )Proceeds
      from the sale of common stock and preferred stock
                    
                    
                    2,686,000
                    
                    
                    
                    2,611,958Purchase
      of common stock of Maximus
                    
                    
                    (200,000
                    )
                    
                    
                    -Cash
      payment for acquistion of Brands on Demand
                    
                    
                    (70,000
                    )
                    
                    
                    -Net
      cash provided by financing activities
                    
                    
                    2,173,625
                    
                    
                    
                    1,731,788Net
      increase (decrease) in cash
                    
                    
                    (45,568
                    )
                    
                    
                    (34,006
                    )Cash
      at beginning of period
                    
                    
                    64,369
                    
                    
                    
                    98,375Cash
      at end of period
                    
                    $
                    18,801
                    
                    
                    $
                    64,369Supplemental
      disclosure:Cash
      paid for interest
                    
                    $
                    19,091
                    
                    
                    $
                    31,016Non-cash
      investing and financing activities:Security
      deposits, equipment and goodwill acquired by common stock issuance in
      connection with acquisitions of Home Preview Channel and Loop
      Networks
                    
                    $
                    7,251,967Contingent
      liabilities assumed in connection with purchase of Maupintour
      LLC
                    
                    $
                    420,042
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-5
  Next
1 Interactive, Inc.
 
 Note
1 - Summary of Business Operations and Significant Accounting
Policies
 
 Nature of
Operations and Business Organization
 
 Next 1
Interactive, Inc., a Nevada corporation (“Next 1” or the “Company”) formerly
known as Maximus Exploration Corp. (“Maximus”),  is an interactive media
company whose focus is in video and rich media advertising delivered over
internet and television platforms. The Company was initially incorporated as
Extraordinary Vacations Group, Inc. in the state of Delaware on June 24, 2002
and focused on the travel industry solely through the Internet.
 
 The
Company is changing its business model from a travel company that generates
nearly all of its revenues from its travel divisions to a media company focusing
on Interactive Media advertising platforms utilizing the Internet, Internet
Radio and Cable Television. The Company launched an Internet radio station in
August 2008 called Next Trip Radio.com, and in October 2008, the Company
acquired two entities: Home Preview Channel (“HPC”) and Loop Networks, Inc.
(“Loop”). The Company intends to begin broadcasting operations in during the
fiscal year ended February 28, 2010.
 
 On
October 9, 2008, the Company acquired the majority of shares in Maximus
Exploration Corporation, a reporting shell company, pursuant to a Share Exchange
Agreement. The Share Exchange provides for the exchange rate of 1 share of
Maximus common stock for 60 shares Extraordinary Vacations USA common stock. The
financial statements of Next 1, Interactive, Inc. reflect the retroactive effect
of the Share Exchange as if it had occurred at the beginning of the reporting
period. All per loss per share amounts are reflected based on Next 1 shares
outstanding, basic and dilutive.
 
 Principles
of Consolidation
 The
accompanying consolidated audited financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All material inter-company
transactions and accounts have been eliminated in consolidation.
 
 Use
of Estimates
 The
Company’s significant estimates include allowance for doubtful accounts and
accrued expenses. These estimates and assumptions affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. While the Company
believes that such estimates are fair when considered in conjunction with the
financial statements taken as a whole, the actual amounts of such estimates,
when known, will vary from these estimates. If actual results significantly
differ from the Company’s estimates, the Company’s financial condition and
results of operations could be materially impacted.
  F-6
 
 Next
1 Interactive, Inc.
 
 Fair
value of financial instruments
 The carrying amounts reported in the
balance sheet for cash, accounts receivable, prepaid expenses accounts payable
and accrued expenses and other current liabilities payable approximate their
fair market value based on the short-term maturity of these instruments. The
fair value of the Company’s notes payable and long-term debt is estimated based
on quoted market prices for the same or similar issues or on current rates
offered to the Company for debt of the same remaining maturities. At February
28, 2009 and February 29, 2008 the aggregate fair value of the Company’s notes
payable and long-term debt approximated its carrying value.
 
 Accounts
Receivable
 The
Company extends credit to its customers in the normal course of business.
Further, the Company regularly reviews outstanding receivables, and provides for
estimated losses through an allowance for doubtful accounts. In evaluating the
level of established loss reserves, the Company makes judgments regarding its
customers’ ability to make required payments, economic events and other factors.
As the financial condition of these parties change, circumstances develop or
additional information becomes available, adjustments to the allowance for
doubtful accounts may be required. The Company also performs ongoing credit
evaluations of customers’ financial condition. The Company maintains reserves
for potential credit losses, and such losses traditionally have been within its
expectations.
 
 Property
and Equipment
 Property
and equipment are stated at cost, less accumulated depreciation. Depreciation is
computed using the straight-line method over the estimated useful lives of the
related assets. Machinery and equipment are depreciated over 3 to 10 years.
Furniture and fixtures are depreciated over 7 years. Equipment leased under
a capital lease is amortized over the term of that lease. The Company performs
ongoing evaluations of the estimated useful lives of the property and equipment
for depreciation purposes. The estimated useful lives are determined and
continually evaluated based on the period over which services are expected to be
rendered by the asset. Maintenance and repairs are expensed as
incurred.
 
 Impairment
of Long-Lived Assets
 In
accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," The Company
periodically reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not
be fully recoverable. The Company recognizes an impairment loss when the sum of
expected undiscounted future cash flows is less than the carrying amount of the
asset. The amount of impairment is measured as the difference between the
asset’s estimated fair value and its book value.
 
 During
the year ended February 29, 2008, the Company identified and recognized impaired
losses of $261,000 on long-lived assets
  F-7
 
 Next
1 Interactive, Inc.
 
 Website
Development Costs
 The
Company accounts for website development costs in accordance with Emerging
Issues Task Force (EITF) No. 00-2.  Accordingly, all costs incurred in the
planning stage are expensed as incurred, costs incurred in the website
application and infrastructure development stage are accounted for in accordance
with Statement of Position (SOP) 98-1 which requires the capitalization of
certain costs that meet specific criteria, and costs incurred in the day to day
operation of the website are expensed as incurred.
 
 Management
expects the website to be placed into service during the fiscal year ended
February 28, 2010 at which time it will be subject to straight-line amortization
over a five year period.
  Goodwill
and Intangible Assets
 In June
2001, the Financial Accounting Standards Board approved the issuance of SFAS
142, “Goodwill and Other Intangible Assets”, which established accounting and
reporting requirements for goodwill and other intangible assets. The standard
requires that all intangible assets acquired that are obtained through
contractual or legal right, or are capable of being separately sold,
transferred, licensed, rented or exchanged must be recognized as an asset apart
from goodwill. Intellectual properties obtained through acquisition, with
indefinite lives, are not amortized, but are subject to an annual assessment for
impairment by applying a fair value based test. Intellectual properties that
have finite useful lives will be amortized over their useful lives.
  Earnings
Per Share
 The
Company computes earnings per share in accordance with the provisions of SFAS
No. 128, Earnings per share, which establishes standards for computing and
presenting basic and diluted earnings per share.  Basic earnings per share
is computed by dividing net earnings available to common shareholders by the
weighted average number of shares outstanding during the period.  Diluted
earnings per share is computed assuming the exercise of stock options under the
treasury stock method and the related income taxes effects, if not
anti-dilutive.  For loss periods common share equivalents are excluded from
the calculation, as their effect would be anti-dilutive.
 
 Revenue
Recognition
 We
recognize revenue on arrangements in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 104, "Revenue Recognition." and related
interpretations, revenue is recognized when the services have been rendered and
collection is reasonably assured.
 
 Travel:Gross travel tour revenues represent the total retail value of
transactions booked for both agency and merchant transactions recorded at the
time of booking, reflecting the total price due for travel by travelers,
including taxes, fees and other charges, and are generally reduced for
cancellations and refunds.  We also generate revenue from paid cruise ship
bookings in the form of commissions.  Commission revenue is recognized at
the date the price is fixed or determinable, the delivery is completed, no other
significant obligations of the Company exist and collectability is reasonably
assured. Payments received before all of the relevant criteria for revenue
recognition are satisfied are recorded as unearned revenue.
  F-8
  Next
1 Interactive, Inc.
 
 The Travel
Magazine:Subscription revenue is unearned revenue and is recognized on a
net proportionate basis over the life of the subscription.
  Advertising:
We recognize advertising revenues in the period in which the advertisement is
displayed, provided that evidence of an arrangement exists, the fees are fixed
or determinable and collection of the resulting receivable is reasonably
assured. If fixed-fee advertising is displayed over a term greater than one
month, revenues are recognized ratably over the period as described below. The
majority of insertion orders have terms that begin and end in a quarterly
reporting period. In the cases where at the end of a quarterly reporting period
the term of an insertion order is not complete, the Company recognizes revenue
for the period by pro-rating the total arrangement fee to revenue and deferred
revenue based on a measure of proportionate performance of its obligation under
the insertion order. The Company measures proportionate performance by the
number of placements delivered and undelivered as of the reporting date. The
Company uses prices stated on its internal rate card for measuring the value of
delivered and undelivered placements. Fees for variable-fee advertising
arrangements are recognized based on the number of impressions displayed or
clicks delivered during the period.
  Under
these policies, no revenue is recognized unless persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collection is deemed reasonably assured. The Company considers an insertion
order signed by the client or its agency to be evidence of an
arrangement.
  Cost
of Revenues
 Cost of
revenues comprises the directly attributable costs of goods and services sold
and delivered. These costs include such items as sales commission to business
partners, hotel and airfare, cruises and membership fees. Future costs will also
include network expenses, including fees we pay for co-location services,
depreciation of network equipment, payments made to affiliate partners and
salary expenses associated with network operations staff.
 
 Sales
and Marketing
 Sales and
marketing expenses consist primarily of advertising and promotional expenses,
salary expenses associated with sales and marketing staff, expenses related to
our participation in industry conferences, and public relations expenses. 
The goal of our advertising is to acquire new subscribers for our e-mail
products, increase the traffic to our Web sites, and increase brand
awareness.
 
 Advertising
Expense
 The
Company follows the provisions of Statement of Position (SOP) 93-7, “Reporting
on Advertising Costs,” in accounting for advertising costs.  Advertising
costs are charged to expense as incurred and are included in sales and marketing
expenses in the accompanying financial statements. Advertising expense for the
years ended February 28, 2009 and February 29, 2008 was $42,335 and $172,014,
respectively.
  F-9
  Next
1 Interactive, Inc.
 
 Income
taxes
 The
Company accounts for income taxes under the liability method in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes".  Under this method,  deferred income tax assets and
liabilities are determined based on differences  between the financial
reporting and tax basis of assets and  liabilities  and are measured
using the enacted tax rates and laws  that will be in effect  when
the  differences  are  expected  to reverse.
 
 Recent
Accounting Pronouncements
 In
December 2007, the FASB issued FAS No. 141(R) “Applying the Acquisition Method”,
which is effective for fiscal years beginning after December 15, 2008. 
This statement retains the fundamental requirements in FAS 141 that the
acquisition method be used for all business combinations and for an acquirer to
be identified for each business combination. FAS 141(R) broadens the scope of
FAS 141 by requiring application of the purchase method of accounting to
transactions in which one entity establishes control over another entity without
necessarily transferring consideration, even if the acquirer has not acquired
100% of its target.  Among other changes, FAS 141(R) applies the concept of
fair value and “more likely than not” criteria to accounting for contingent
consideration, and preacquisition contingencies.  As a result of
implementing the new standard, since transaction costs would not be an element
of fair value of the target, they will not be considered part of the fair value
of the acquirer’s interest and will be expensed as incurred. The Company does
not expect that the impact of this standard will have a significant effect on
its financial condition and results of operations.
 
 In
December 2007, the FASB also issued FAS No. 160, “Accounting for Noncontrolling
Interests”, which is effective for fiscal years beginning after December 15,
2008.  This statement clarifies the classification of noncontrolling
interests in the consolidated statements of financial position and the
accounting for and reporting of transactions between the reporting entity and
the holders of non-controlling interests.  The Company does not expect that
the adoption of this standard will have a significant impact on its financial
condition, results or operations, cash flows or disclosures.
 
 In
February 2007, the FASB issued FAS No. 159, “Fair Value Option” which provides
companies an irrevocable option to report selected financial assets and
liabilities at fair value.  The objective is to improve financial reporting
by providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. FAS 159 is effective for
entities as of the beginning of the first fiscal year that begins after November
15, 2007.  The Company does not expect that the adoption of this standard
will have a significant impact on its financial condition, results or
operations, cash flows or disclosures.
  F-10
  Next
1 Interactive, Inc.
 
 In
September 2006, the Financial Accounting Standards Board (FASB) issued FAS
No. 157, “Fair Value Measurements” (“FAS 157”), which establishes a
framework for measuring fair value in accordance with GAAP and expands
disclosures about fair value measurements.  FAS 157 does not require
any new fair value measurements but rather eliminates inconsistencies in
guidance found in various prior accounting pronouncements. FAS157 is effective
for fiscal years beginning after November 15, 2007. The Company does not
expect that the adoption of this standard will have a significant impact on its
financial condition, results or operations, cash flows or
disclosures.
 
 In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations” (SFAS No. 141R), which replaced SFAS No. 141. This
pronouncement establishes requirements and principles for how the acquiring
entity in a business combination recognizes and measures the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest on the
financial statement; recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase; and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS No. 141R
is effective for fiscal years beginning after December 15, 2008. The
requirements are effective for the Company beginning in the first quarter of
fiscal 2010. The adoption of SFAS No. 141R may have a material effect on
our financial statements to the extent the Company pursues future business
combinations.
 
 In June
2008, the FASB issued FASB Staff Position EITF 03-6-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities” (FSP EITF 03-6-1). FSP EITF 03-6-1 addresses whether instruments
granted in share-based payment transactions are participating securities prior
to vesting, and therefore necessitate inclusion in the computation of earnings
per share under the two-class method. FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning on or after December 15, 2008
and earlier adoption is not permitted. The adoption of this statement is not
expected to have a material effect on the Company’s consolidated financial
statements.
 
 In
September 2006, the FASB issued SFAS No. 157, which defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. SFAS No. 157 does not impose fair value
measurements on items not already accounted for at fair value; rather it
applies, with certain exceptions, to other accounting pronouncements that either
require or permit fair value measurements. The Company has adopted the
provisions of SFAS No. 157 with respect to its financial assets and
liabilities only, effective March 30, 2008. In February 2008, the FASB
issued FASB Staff Position (FSP) No. 157-2, “Effective Date of FASB
Statement No. 157” (FSP FAS No. 157-2), which provides a one year
deferral of the effective date of SFAS No. 157 for non-financial assets and
non-financial liabilities. In October 2008, FASB issued FASB Staff Position
No. 157-3, “Determining the Fair Value of a Financial Asset When the Market
for That Asset Is Not Active” (FSP FAS No. 157-3) which is effective upon
issuance, including prior periods for which financial statements have not been
issued. This Staff Position offers clarifying guidance related to the
application of SFAS No. 157, issued in September 2006, when the market for
the financial asset is not active. This guidance includes clarification related
to (1) how management should consider its internal cash flow and discount
rate assumptions when measuring fair value when relevant observable data do not
exist; (2) how observable market information in a market that is not active
should be considered when measuring fair value; and (3) how to use market
quotes when assessing the relevance of observable and unobservable data
available to measure fair value. See Note 8 “Fair Value Measurements” for
disclosure applicable to SFAS No. 157, FSP FAS No. 157-2, and FSP
FAS No. 157-3.
  F-11
  Next
1 Interactive, Inc.
 
 Reclassifications
 Certain
reclassifications have been made to the prior year financial statements to
conform to the current year presentation.
 
 Note
2 - Going Concern
 
 As
reflected in the accompanying consolidated financial statements, the Company had
an accumulated deficit of $18,097,339 and a working capital deficit of
$1,582,950 at February 29, 2009, net losses for the year ended February 29, 2009
of $3,045,831 and cash used in operations during the year ended February 29,
2009 of $1,704,195.  While the Company is attempting to increase sales, the
growth has not been significant enough to support the Company’s daily
operations.
 
 Management’s
plans with regard to this going concern are as follows:  the Company will
continue to raise funds through private placements with third parties by way of
a public or private offering.  While the Company believes in the viability
of its strategy to improve sales volume and in its ability to raise additional
funds, there can be no assurances to that effect.   The 
Company's limited  financial  resources  have 
prevented  the  Company  from  aggressively
advertising  its products and services to achieve  consumer 
recognition.  The ability of the Company to continue as a going concern is
dependent on the Company’s ability to further implement its business plan and
generate increased revenues.  The consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.  Management believes that the actions
presently being taken to further implement its business plan and generate
additional revenues provide the opportunity for the Company to continue as a
going concern.
  F-12
  Next
1 Interactive, Inc.
 
 Note
3 – Property and Equipment
 
 Property
and equipment consisted of the following at February 28/29:
 
 2009
                      
                      
                      2008Leased
      equipment
                      
                      $
                      177,754
                      
                      
                      $
                      177,754Furniture
      and equipment
                      
                      
                      21,069
                      
                      
                      
                      6,049Software
                      
                      
                      92,557
                      
                      
                      
                      1,044,444291,380
                      
                      
                      
                      1,228,247Less:
      Accumulated depreciation
                      
                      
                      (100,615
                      )
                      
                      
                      (1,051,336
                      )Net
      property and equipment
                      
                      $
                      190,765
                      
                      
                      $
                      176,911
 
 Note
4 – Acquisitions and Intangible Assets
 
 In August
2008, the Company paid $70,000 and issued approximately 667,000 shares of common
stock to acquire controlling shares in Brands on Demand (“BOD”). Prior to the
acquisition, the Company had been working with BOD in order to develop certain
video applications for its nextrip.com website. Management believed that the
combined entities would better position the Company to capture new revenue
streams by focusing efforts in travel and hopefully position the company as a
leader that could capture more advertisers as they began to embrace video.
Through this purchase the Company intended to develop several new media
solutions and relationships to offer to its advertisers including, a hybrid web
property that was both, a niche portal and social network, social networking
tools within the site as well as brand/fan page development for clients and
customized micro sites built for clients called Showcases.
 
 The net
assets acquired were valued at $140,000. No goodwill or intangibleassets were recognized
in connection with the transaction.
 
 Subsequent
to the acquisition, due to slow development and deployment of the website
combined with a significant economic downturn, management determined that the
project was not cost effective and the acquired entity was subsequently
dissolved.
 
 On
October 29, 2008, the Company consummated the transactions contemplated by a
Purchase Agreement, dated July 15, 2008 with the stockholders of The Home
Preview Channel, Inc. (“HPC”). The Home Preview Channel is a cable television
network with Master Carriage licenses for both Comcast and Time Warner and with
distribution at the time into approximately 1.6 million homes.  The network
had a technology that was developed in conjunction with Loop Networks (see
below) that allowed for consolidation of large amounts of data while utilizing
small amounts of bandwidth. The Company saw in HPC a significant
opportunity to revamp and re-launch the network into a more current format that
could include travel and real estate while utilizing the reach to accelerate Web
and Mobile properties for the company. In addition the Company recognized the
opportunity to use the HPC relationship to expand the platform for both Linear
and Video on Demand opportunities.
 
 Pursuant
to the HPC Agreement, the Company issued 677,999 shares of its common stock in
exchange for 100% of the issued and outstanding shares of HPC. The total value
of the consideration given was approximately $692,000. The value of the
consideration was based on the average stock price of Next One Interactive
shares fifteen days prior to and fifteen days after the acquisition date as
follows:
  F-13
 
 Next
1 Interactive, Inc.
 
 Number
      of shares issued
                        
                        
                        677,999Average
      stock price on October 29, 2008
                        
                        $
                        1.02Total
      consideration
                        
                        $
                        691,559
 
 The
Company acquired assets with a net realizable value of approximately $166,000
and assumed adjusted liabilities of approximately $824,000 resulting in
intangible assets of approximately $1,350,000. The condensed financial
statements of HPC on the date of the acquisition and the calculation of the
excess of consideration paid over the value of the purchased assets were as
follows:
 
 ASSETS:Cash
                              
                              
                              7,781Accounts
      receivable net
                              
                              
                              8,975Other
      current assets
                              
                              
                              7,628Fixed
      assets – net realizable value
                              
                              
                              131,684Other
      asset
                              
                              
                              10,381Total
      assets
                              
                              
                              166,449LIABILITIES:Accounts
      payable and accrued expenses
                              
                              
                              (393,627
                              )Notes
      and loans payable
                              
                              
                              (735,000
                              )Total
      liabilities
                              
                              
                              (1,128,627
                              )Net
      assets acquired
                              
                              
                              (962,178
                              )ADJUSTMENT TO NET ASSETS:Add:
      Note payable to affiliated entity
                              
                              
                              637,500Less:
      Contingent liability
                              
                              
                              (332,898
                              )Adjusted
      net assets
                              
                              
                              (657,576
                              )Total
      consideration given
                              
                              
                              691,559Excess
      of consideration over purchase
                              
                              $
                              1,349,135
 
 Total net
assets were adjusted to reflect the effect of a note payable to Loop Networks,
LLC and to reserve for estimated liabilities due to cable providers. There were
no other contingent liabilities, options or commitments specified in the
acquisition agreement that would require future adjustment to the purchase
price.
  F-14
  Next
1 Interactive, Inc.
  The
following unaudited pro forma consolidated results of operations have been
prepared as if the HPC acquisition had occurred at the beginning of the
respective periods below:
 
 Fiscal 2008
                    
                    
                    Fiscal 2007(unaudited)
                    
                    
                    (unaudited)Revenues
                    
                    $
                    2,977,535
                    
                    
                    $
                    4,889,591Loss
      from operations
                    
                    
                    (3,267,879
                    )
                    
                    
                    (3,014,886
                    )Loss
      before extraordinary items
                    
                    
                    (3,595,361
                    )
                    
                    
                    (5,716,274
                    )Net
      loss
                    
                    
                    (3,595,361
                    )
                    
                    
                    (5,716,274
                    )Loss
      per share, basic and dilutive
                    
                    $
                    (0.27
                    )
                    
                    $
                    (0.97
                    )
 
 On
October 30, 2008, the Registrant consummated the transactions contemplated by a
Purchase Agreement with the members of Loop Networks, LLC (“Loop”). Loop
Networks is a technology company that owns the Detroit HPC charter agreement.
Loop oversaw the development of the HPC operating technology as well as certain
proprietary automated systems that can be used to expand on-demand capabilities
for the Home Preview Channel.  This technology allows for images and data
to be broken down, moved over the internet and reformatted as video at the
television distribution point. Which the Company sees as essential in allowing
the TV network to amass and store large amounts of data (i.e. 8 million real
estate listings) and deliver them to the consumer on demand - thereby conserving
significant bandwidth.
 
 Pursuant
to the Loop Agreement, the Company issued 5,345,000 shares of its common stock
in exchange for 100% of the issued and outstanding membership interests of Loop.
The total value of the consideration given was approximately $5,450,000. The
value of the consideration was based on the average stock price of Next One,
Interactive shares fifteen days prior to and fifteen days after the acquisition
date as follows:
 
 Number
      of shares issued
                      
                      
                      5,345,000Average
      stock price on October 30, 2008
                      
                      $
                      1.02Total
      consideration
                      
                      $
                      5,451,900
 
 The
Company acquired assets with a net realizable value of approximately $5,000 and
assumed liabilities of approximately $300,000 resulting in intangible assets of
approximately $5,650,000. The condensed financial statements of Loop and
resulting adjusted value of the consideration received at the date of the
transaction were as follows:
  F-15
  Next
1 Interactive, Inc.
 
 ASSETS:Note
      receivable from affiliated entity
                            
                            $
                            637,500Fixed
      assets – net realizable value
                            
                            
                            623Other
      assets
                            
                            
                            4,058Total
      assets
                            
                            
                            642,181LIABILITIES:Accounts
      payable
                            
                            
                            (35,000
                            )Deferred
      salary and taxes
                            
                            
                            (166,793
                            )Loan
      payable to acquiring entity
                            
                            
                            (100,000
                            )Total
      liabilities
                            
                            
                            (301,793
                            )Net
      assets acquired
                            
                            
                            340,388ADJUSTMENTS TO NET ASSETS:Less:
      Note receivable from affiliated entity
                            
                            
                            (637,500
                            )Add:
      Loan payable to acquiring entity
                            
                            
                            100,000Adjusted
      value of purchase
                            
                            
                            (197,112
                            )Total
      consideration given
                            
                            
                            5,451,900Excess
      of consideration over purchase
                            
                            $
                            5,649,012
 
 Total net
assets were adjusted to reflect the effect of a note receivable from HPC and a
note payable to Next One.There were no contingent
liabilities, options or commitments specified in the acquisition agreement that
would require future adjustment to the purchase price.
  The
following unaudited pro forma consolidated results of operations have been
prepared as if the Loop acquisition had occurred at the beginning of the
respective periods below:
 
 Fiscal 2008
                    
                    
                    Fiscal 2007(unaudited)
                    
                    
                    (unaudited)Revenues
                    
                    $
                    2,755,608
                    
                    
                    $
                    3,858,142Loss
      from operations
                    
                    
                    (3,826,675
                    )
                    
                    
                    (2,769,282
                    )Loss
      before extraordinary items
                    
                    
                    (4,506,960
                    )
                    
                    
                    (5,441,464
                    )Net
      loss
                    
                    
                    (4,506,960
                    )
                    
                    
                    (5,441,464
                    )Loss
      per share, basic and dilutive
                    
                    $
                    (0.34
                    )
                    
                    $
                    (0.70
                    )
  F-16
  Next
1 Interactive, Inc.
 
 The
capitalized intellectual property recorded with the Loop Networks and HPC
acquisitions is $7,052,964. The following table sets forth intangible assets,
including accumulated amortization:
 
 February 28, 2009Accumulated
                                
                                
                                Net CarryingCost
                                
                                
                                Amortization
                                
                                
                                ValueSupplier
      Relationships
                                
                                $
                                1,349,135
                                
                                
                                $
                                64,245
                                
                                
                                $
                                1,284,890Technology
                                
                                
                                5,703,829
                                
                                
                                
                                271,611
                                
                                
                                
                                5,432,218Totals
                                
                                $
                                7,052,964
                                
                                
                                $
                                335,855
                                
                                
                                $
                                6,717,109
 
 Intangible
assets are amortized on a straight-line basis over their expected useful lives
which are estimated to be 7 years. Amortization expense related to intangible
assets was $335,855 for the year ended February 28, 2009.
 
 The
Company had certain intangible assets which were considered impaired during the
year ended February 29, 2008. As a result, the Company recognized a loss on
impairment of $261,288.
 
 Note
5 – Notes Payable
 
 The
Company has a note payable with an unrelated third party for $500,000. The note
bears interest at 7% per year and matures in March 2011 payable in quarterly
installments of $25,000. The balance of the note was approximately $309,000 of
which approximately $88,000 was current at February 28, 2009.
 
 In
February 2009, the Company restructured note agreements with three existing
note-holders. The collective balance at the time of the restructuring was
$250,000 plus accrued interest payable of $158,000 which was consolidated into
three new notes payable totaling $408,000. The notes bear interest at 10% per
year and mature on May 31, 2010 at which time the total amount of principle and
accrued interest is due. In connection with the restructure of these notes the
Company issued 150,000 detachable warrants to purchase common stock at an
exercise price of $3.00 per share. The warrant issuance is considered a discount
and is included in other assets at February 28, 2009 and will be amortized
monthly over the term of the note.
  F-17
  Next
1 Interactive, Inc.
 
 Note
6 – Capital Lease Payable
  The
Company leases certain telephone and communications equipment through a lease
agreement with a related party. The lease requires monthly payments of $5,078
including interest at approximately 18% per year. The lease expires on June 30,
2011.
  The
following is a schedule by years of future minimum payments required under the
lease together with their present value as of February 28, 2009.
  Year
      Ending February 28:2010
                                    
                                    $
                                    60,9452011
                                    
                                    
                                    60,9452012
                                    
                                    
                                    20,313Total
      minimum lease payments
                                    
                                    
                                    142,203Less
      amount representing interest
                                    
                                    
                                    27,570Present
      value of minimum lease payments
                                    
                                    $
                                    114,633Less:
      current portion
                                    
                                    
                                    43,163Present
      value of minimum lease payments
                                    
                                    $
                                    71,470
 
 Interest
expense paid on the capital lease was $19,091 and $31,016 during the ended
February 28, 2009 and February 29, 2008, respectively.
 
 Note 7– Related Party
Transactions
 
 The
Company has a note payable with a director and officer for approximately
$272,643.      The loan bears interest at 18% per year and
matures and has no stated maturity date. Interest expense on the loan was
approximately $20,000 for the each of the years ended February 28, 2009 and
February 29, 2008.
 
 The
Company also has a loan payable to an existing shareholder for approximately
$30,000. The loan has no stated interest rate and no stated maturity
date.
 
 As
discussed further in Note 5, the Company leases equipment under a capital lease
from an existing shareholder.
 
 Note 8– Stockholders’
Equity
 
 Pursuant
to a Stock Purchase Agreement, dated September 24, 2008, a 90.7% stockholder of
Maximus sold 5,000,000 shares of Maximus common stock, representing 100% of his
shares, to EXVG for an aggregate purchase price of $200,000. EXVG then reissued
the 5,000,000 Maximus common shares to the management of EXVG in exchange for
the cancellation of their existing preferred and common stock of
EXVG.
  F-18
  Next
1 Interactive, Inc.
 
 As a
result of the reverse merger and resulting share exchange agreement, the
outstanding EXVG
exchanged 100% of its shares in EXVG (the “EXVG Shares”) for 13 million shares
of common stock of Maximus (the “Share Exchange”), resulting in EXVG becoming
the majority shareholder of Maximus. EXVG then proceeded to distribute the 13
million shares of Maximus common stock to the stockholders of EXVG (“EXVG
Stockholders”) and the management of EXVG on a pro rata basis. As a result of
these transactions, EXVG became a wholly-owned subsidiary of
Maximus.
 
 The Share
Exchange provides for the exchange rate of 1 share of Maximus common stock for
60 shares Extraordinary Vacations USA common stock. Upon execution of the Share
Exchange, approximately 786,000,000 outstanding shares of EXVG common stock were
converted to 13,000,000 shares of Maximus, with stockholders afforded all the
rights and privileges therein. The financial statements of Next 1, Interactive,
Inc. reflect the retroactive effect of the Share Exchange as if it had occurred
at the beginning of the reporting period. All per loss per share amounts are
reflected based on Next 1 shares outstanding, basic and dilutive.
 
 On
October 9, 2008, Maximus amended its Certificate of Incorporation to change its
name to Next 1 Interactive, Inc. authorizing the issuance of up to 200,000,000
shares of common stock with a par value of $0.00001 per share and creating
100,000,000 shares of blank check preferred stock with a par value of $0.00001
per share. In addition the amendment authorizes the establishment of 3,000,000
Series A 10% cumulative convertible preferred stock out of the authorized blank
check preferred stock. Series A preferred stockholders are entitled to 100 votes
on stockholder matters for each share of preferred stock held.
 
 Preferred
Stock
 During
the year ended February 28, 2009, the Company issued 180,000 shares of Series B
Preferred Stock and 350,000 shares of Series C Preferred Stock in exchange for
$530,000.
 
 On
October 14, 2008, the Company issued 504,763 shares of Series A preferred stock
to a director and officer of the Company in connection with a share exchange for
shares of Series C Preferred stock.
 
 Common
Stock
 In
connection with the reverse merger with Maximus and recapitalization of the
Company’s equity, the Company exchanged all of the outstanding shares of
Extraordinary Vacations Group for Next One shares at a ratio of 60 to 1 to the
existing EXVG shareholders resulting in 13,000,000 shares of Next 1 common stock
issued. Also in connection with this transaction, certain officers and directors
exchanged approximately 1.5 million shares of Series B preferred stock for
5,000,000 shares of Next One common stock.
  F-19
  Next
1 Interactive, Inc.
 
 During
the year ended February 28, 2009, the Company issued 3,260,000 shares of common
stock in exchange for cash of $1,956,000.
 
 During
the year ended February 28, 2009, the company issued approximately 1,450,000
shares in exchange for services rendered and accrued interest valued at
approximately $938,000. The value of the common stock issued was based on the
value of shares sold for cash.
 
 As
discussed in Note 3, in August 2008, the Company issued 667,000 shares of EXVG
common stock in connection with the acquisition of Brands on Demand, an internet
marketing company. The fair value of the net assets received by the Company in
the acquisition was determined to be $140,000. The Company also issued 167,000
shares of common stock to a major shareholder of Brands on Demand for consulting
services associated with the acquisition.
 
 In August
2008, the Company converted 1,502,000 shares of EXVG Series C preferred stock,
representing the total number of outstanding Preferred Series C shares, into
approximately 2,500,000 shares of common stock.
 
 As
discussed further in Note 3, in October 2008, the Company issued approximately
6,000,000 shares of Next 1common stock in connection with the acquisitions of
Home Preview Channel and Loop Networks, LLC. The fair value of the Next 1 shares
issued on the date of the closing of the acquisition was $1.02.
 
 In
December 2008, the Company issued 66,667 shares of Next 1 common stock in
exchange for $200,000.
 
 As of
February 28, 2009, there were approximately 94,000 shares of common stock that
had not been issued for which the Company received $112,500 prior to year end.
This amount has been recorded as a liability and year end and is included in
“other current liabilities” on the balance sheet.
 
 Share Based
Compensation.Effective October 1, 2006, we adopted the provisions
of SFAS No. 123(R) (as amended), “Share Based Payment,” using the modified
prospective method, which results in the provisions of SFAS No. 123(R) being
applied to the consolidated financial statements on a going forward basis. 
SFAS No. 123(R) revises SFAS No. 123, “Accounting for Stock-Based Compensation,”
and supersedes Accounting Principles Board (“APB”) Opinion 25, “Accounting for
Stock Issued to Employees.”  SFAS No. 123(R) establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods and services at fair value, focusing primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions.  It also addresses transactions in which an entity incurs
liabilities in exchange for goods and services that are based on the fair value
of the entity’s equity instruments or that may be settled by the issuance of
those equity instruments.
  F-20
  Next
1 Interactive, Inc.
 
 Stock-based
compensation awarded non-employees is accounted for under the provisions of EITF
96-18, “Accounting for Equity Instruments That are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods and
Services”.
 
 The fair
value of equity instruments exchanged for services rendered was taken at the
date of issuance.  Shares were unvested and issued upon the signing of the
individual agreement and were therefore expensed in the period incurred. 
During the fiscal year ending February 28, 2009, the Company issued
approximately 1,450,000 shares in exchange for services rendered and accrued
interest valued at approximately $938,000.
 
 Warrants
 In
connection with the restructure and reissuance of certain notes payable, the
Company granted 150,000 warrants to purchase Next One common stock at an
exercise price of $3.00 per share. The warrants expire on March 31,
2012.
 
 The value
of the warrants was calculated utilizing the Black-Sholes model and incorporate
the following assumptions: stock price of $3.00 per share at date of grant;
risk-free interest rate of 1.4%; volatility of 128%; expected term to exercise
of 4 years. The total value of the warrants issued was recorded as a discount on
the notes payable and is amortized over the life of the note (See Note
4).
 
 Note
9 – Income taxes
 
 As of
February 28, 2009, the Company had approximately $13,700,000 of U.S. federal and
state net operating loss carryforwards available to offset future taxable income
which begin expiring in 2026, if not utilized.  Deferred income taxes
reflect the net tax effects of operating loss and tax credit carry forwards and
temporary differences between carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. In
assessing the realizability of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which temporary differences representing net future deductible amounts become
deductible. Due to the uncertainty of the Company’s ability to realize the
benefit of the deferred tax assets, the deferred tax assets are fully offset by
a valuation allowance at February 28, 2009.
 
 The
reconciliation of income tax provision at the statutory rate to the reported
income tax expense is as follows:
  F-21
  Next
1 Interactive, Inc.
 
 Tax
      benefit computed at “expected” statutory rate
                    
                    $
                    1,036,000State
      income taxes, net of benefit
                    
                    
                    -0-Other
      permanent differences
                    
                    
                    -0-Increase
      in valuation allowance
                    
                    
                    (1,036,000
                    )Net
      income tax benefit
                    
                    $
                    -
 
 The
Company’s deferred tax asset account consisted of the following at February 28,
2009:
 
 Net
      operating loss carryforwards
                    
                    $
                    4,658,000Valuation
      allowance
                    
                    
                    (4,658,000
                    )Net
      deferred tax asset
                    
                    $
                    -
 
 Note
10 - Commitments and Contingencies
 
 Office
Leases
 The
Company occupies 4,740 square feet of office space at 2400 North Commerce
Parkway, Weston, FL.  The Company is leasing the space under a five year
lease agreement with a commencement date of January 1, 2006 and a termination
date of December 31, 2010.  Under the terms of the lease agreement, the
monthly lease payment is $7,700 with 3.5% annual increases in each subsequent
year, resulting in monthly lease payments of $8,900 at the expiration of the
lease.
 
 In
connection with the acquisition of Brands on Demand, a five year lease agreement
was entered into by James Bradford Heureux while acting as an officer of
the company.  Subsequent to his dismissal, the company entered into an
early termination agreement with the Lessor in the amount of $30,000 secured by
a promissory note payable over twelve months at $2,500 per month without
interest.
 
 Rent
expense for the years ended February 28, 2009 and February 29, 2008 was $229,838
and $236,190.
 
 Other
Matters
 In
December 2005, the Company acquired Maupintour LLC On March 1, 2007. The Company
sold Maupintour LLC to an unrelated third party for the sum of $1.00 and the
assumption of $900,000 of Maupintour debts. In October 2007 the Company was
advised that purchaser had been unable to raise the required capital it had
agreed to under the negotiated purchase agreement and was exercising its right
to rescind the purchase. Extraordinary Vacations agreed to fund all passengers
travel and moved to wind down the corporation. As part of the wind down of
Maupintour LLC, the Company created Maupintour Extraordinary Vacations, Inc. on
December 14, 2007 under which certain assets and liabilities of Maupintour LLC
were assumed in order to allow for customer travel and certain past obligations
of Maupintour LLC to be met. Management estimates that there is approximately
$420,000 in potential liabilities as a result of this matter and has recorded an
accrual in other current liabilities at February 28, 2009.
  F-22
 
 Next
1 Interactive, Inc.
 
 Note 11– Segment Reporting
 
 SFAS No.
131, “Disclosures about Segments of an Enterprise and Related Information”,
established standards for reporting information about operating segments in
annual financial statements and required selected information about operating
segments in interim financial reports issued to stockholders.  It also
established standards for related disclosures about products, services, and
geographic areas.  Operating segments are defined as components of the
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker, or decision making
group, in deciding how to allocate resources and in assessing
performance.
 
 The
Company has two reportable operating segments: Media and Travel.  The
accounting policies of each segment are the same as those described in the
summary of significant accounting policies.  Each segment has its own
product manager but the overall operations are managed and evaluated by the
Company’s chief operating decision makers for the purpose of allocating the
Company’s resources.  The Company also has a corporate headquarters
function which does not meet the criteria of a reportable operating
segment.  Interest expense and corporate expenses are not allocated to the
operating segments.
 
 The
tables below present information about reportable segments for the years ended
February 28, 2009 and February 29, 2008:
 
 2/28/2009
                    
                    
                    2/29/2008RevenuesMedia
                    
                    $
                    613,017
                    
                    
                    $
                    -Travel
                    
                    
                    2,142,591
                    
                    
                    
                    3,858,142Consolidated
      revenues
                    
                    $
                    2,755,608
                    
                    
                    $
                    3,858,142
 
 2/28/2009
                      
                      
                      2/29/2008Operating
      ExpenseMedia
                      
                      $
                      1,873,186
                      
                      
                      $
                      -Travel
                      
                      
                      650,920
                      
                      
                      
                      1,682,709Segment
      expense
                      
                      $
                      2,524,106
                      
                      
                      $
                      1,682,709Corporate
                      
                      
                      1,326,107
                      
                      
                      
                      1,975,904Consolidated
      operating expense
                      
                      $
                      3,850,213
                      
                      
                      $
                      3,658,613
  F-23
  Next
1 Interactive, Inc.
 
 Depreciation
      and amortizationMedia
                    
                    $
                    436,471
                    
                    
                    $
                    -Travel
                    
                    
                    -
                    
                    
                    
                    405,321Segment
      total
                    
                    $
                    436,471
                    
                    
                    $
                    405,321Corporate
                    
                    
                    -
                    
                    
                    
                    -Consolidated
      depreciation
                    
                    $
                    436,471
                    
                    
                    $
                    405,321
 
 The table
below shows information regarding segment assets:
 
 2/28/2009
                    
                    
                    2/29/2008Segment
      AssetsMedia
                    
                    $
                    7,347,670
                    
                    
                    $
                    -Travel
                    
                    
                    363,389
                    
                    
                    
                    47,309Segment
      total
                    
                    $
                    7,711,059
                    
                    
                    $
                    47,309Corporate
                    
                    
                    181,378
                    
                    
                    
                    362,220Total
      Assets
                    
                    $
                    7,892,437
                    
                    
                    $
                    409,529
 
 The
Company did not generate any revenue outside the United States for the years
ended February 28, 2009 and February 29, 2009, and the Company did not have any
assets located outside the United States.
 
 Note 12– Subsequent Events
 
 Legal
Matters.
 
 On May
11, 2009 a complaint was filed in the Circuit Court of Broward County, Florida
against Maupintour Extraordinary Vacations, Inc. by American Express Travel
Related Services Company, Inc. in the amount of approximately $164,000 for
amounts related to the operations of Maupintour LLC. The Company denies any
wrongdoing and is aggressively defending this action.
 
 Note 13– Restatement
 
 The
Company has restated its previously issued fiscal 2009 consolidated financial
statements due to an increase in the valuation of common shares exchanged for
services and amortization of intellectual property. The accompanying financial
statements for fiscal 2009 have been restated to reflect the corrections.
Accumulated deficit at February 28, 2009 increased by $1,202,264 as a result of
the change to the valuation of common shares exchanged for services and
amortization of intellectual property. In addition, the recapitalization entry
recorded in the equity statement in fiscal 2008 was reversed thereby increasing
both accumulated deficit and additional paid-in capital by $10,684,125 at March
1, 2008. Also, the accumulated deficit was increased by $129,736 as a result of
eliminating the entry to record the accumulated earnings of
Maximus.
  F-24
  Next
1 Interactive, Inc.
 
 The
following is a summary of the restatements for 2009:
 
 Increase
      in valuation of common shares exchanged for services
                    
                    $
                    866,409Amortization
      of intellectual property
                    
                    
                    335,855Total
      increase in FY2009 net loss
                    
                    $
                    1,202,264
 
 The
effect on the Company’s previously issued fiscal 2009 financial statements is
summarized as follows:
 
 Balance
Sheet as of February 28, 2009
 
 Previously
                      
                      
                      IncreaseReported
                      
                      
                      (Decrease)
                      
                      
                      RestatedCurrent
      Assets
                      
                      $
                      288,435
                      
                      
                      $
                      -
                      
                      
                      $
                      288,435Total
      Assets
                      
                      $
                      8,228,292
                      
                      
                      $
                      (335,855
                      )
                      
                      $
                      7,892,437Current
      Liabilities
                      
                      $
                      1,871,385
                      
                      
                      
                      -
                      
                      
                      $
                      1,871,385Total
      Liabilities
                      
                      
                      2,571,662
                      
                      
                      
                      -
                      
                      
                      
                      2,571,662Stockholders'
      Deficit:Equity
                      
                      
                      5,295
                      
                      
                      
                      -
                      
                      
                      
                      5,295Additional
      Paid-In Capital
                      
                      
                      11,732,549
                      
                      
                      
                      11,680,270
                      
                      
                      
                      23,412,819Accumulated
      Deficit
                      
                      
                      (6,081,214
                      )
                      
                      
                      (12,016,125
                      )
                      
                      
                      (18,097,339
                      )Total
      Liabilities and Stockholders' Deficit
                      
                      $
                      8,228,292
                      
                      
                      $
                      (335,855
                      )
                      
                      $
                      7,892,437
  F-25
  Next
1 Interactive, Inc.
 
 Statement
of Operations for the Fiscal Year Ended February 28, 2009
 
 Previously
                        
                        
                        IncreaseReported
                        
                        
                        (Decrease)
                        
                        
                        RestatedRevenues
                        
                        $
                        2,755,608
                        
                        
                        $
                        -
                        
                        
                        $
                        2,755,608Cost
      of revenues
                        
                        
                        1,410,113
                        
                        
                        
                        -
                        
                        
                        
                        1,410,113Gross
      profit
                        
                        
                        1,345,495
                        
                        
                        
                        -
                        
                        
                        
                        1,345,495Operating
      expenses
                        
                        
                        3,084,420
                        
                        
                        
                        1,202,264
                        
                        
                        
                        4,286,684(Loss)
      from operations
                        
                        
                        (1,738,925
                        )
                        
                        
                        (1,202,264
                        )
                        
                        
                        (2,941,189
                        )Other
      (expense)
                        
                        
                        (104,642
                        )
                        
                        
                        -
                        
                        
                        
                        (104,642
                        )Net
      (loss)
                        
                        $
                        (1,843,567
                        )
                        
                        $
                        (1,202,264
                        )
                        
                        $
                        (3,045,831
                        )
 
 The
Company has restated its previously issued fiscal 2008 consolidated financial
statements due to the inclusion of an incorrect version of the prior period
statements being reported. The matters are related to the following previously
reported items: accounts payable and accrued expenses; additional paid-in
capital; accumulated deficit; revenues; cost of revenues; sales and promotion
expense; general and administrative; loss on forgiveness of debt; weighted
average number of shares outstanding; and basic and diluted loss per share. The
accompanying financial statements for fiscal 2008 have been restated to reflect
the corrections. In addition, the recapitalization entry previously recorded in
the equity statement was reversed thereby increasing both accumulated deficit
and additional paid-in capital by $10,684,125 at March 1, 2008.
  F-26
  Next
1 Interactive, Inc.
 
 The
following is a summary of the restatements for 2008:
 
 Decrease
      of previously reported revenues, net of related cost of
      revenues
                    
                    $
                    (197,810
                    )Reduction
      of operating expenses
                    
                    
                    447,360Increase
      of loss on forgiveness of debt
                    
                    
                    (1,513,810
                    )Total
      increase in FY2008 net loss
                    
                    $
                    (1,264,260
                    )
 
 The
effect on the Company’s previously issued fiscal 2008 financial statements is
summarized as follows:
 
 Balance
Sheet as of February 29, 2008
 
 Previously
                      
                      
                      IncreaseReported
                      
                      
                      (Decrease)
                      
                      
                      RestatedCurrent
      Assets
                      
                      $
                      232,618
                      
                      
                      $
                      -
                      
                      
                      $
                      232,618Total
      Assets
                      
                      $
                      409,529
                      
                      
                      $
                      -
                      
                      
                      $
                      409,529Current
      Liabilities
                      
                      
                      1,519,161
                      
                      
                      
                      (151,878
                      )
                      
                      
                      1,367,283Total
      Liabilities
                      
                      
                      1,942,566
                      
                      
                      
                      (151,878
                      )
                      
                      
                      1,790,688Stockholders'
      Deficit:Equity
                      
                      
                      1,480,653
                      
                      
                      
                      -
                      
                      
                      
                      1,480,653Additional
      Paid-In Capital
                      
                      
                      5,357,967
                      
                      
                      
                      6,831,729
                      
                      
                      
                      12,189,696Accumulated
      Deficit
                      
                      
                      (8,371,656
                      )
                      
                      
                      (6,679,852
                      )
                      
                      
                      (15,051,508
                      )Total
      Liabilities and Stockholders' Deficit
                      
                      $
                      409,530
                      
                      
                      $
                      (1
                      )
                      
                      $
                      409,529
  F-27
  Next
1 Interactive, Inc.
 
 Statement
of Operations for the Fiscal Year Ended February 29, 2008
 
 Previously
                        
                        
                        IncreaseReported
                        
                        
                        (Decrease)
                        
                        
                        RestatedRevenues
                        
                        $
                        4,148,172
                        
                        
                        $
                        (290,030
                        )
                        
                        $
                        3,858,142Cost
      of revenues
                        
                        
                        1,971,521
                        
                        
                        
                        (92,220
                        )
                        
                        
                        1,879,301Gross
      profit
                        
                        
                        2,176,651
                        
                        
                        
                        (197,810
                        )
                        
                        
                        1,978,841Operating
      expenses
                        
                        
                        4,511,294
                        
                        
                        
                        (447,360
                        )
                        
                        
                        4,063,934(Loss)
      from operations
                        
                        
                        (2,334,643
                        )
                        
                        
                        249,550
                        
                        
                        
                        (2,085,093
                        )(Loss)
      on forgiveness of debt
                        
                        
                        (759,943
                        )
                        
                        
                        (1,513,810
                        )
                        
                        
                        (2,273,753
                        )Other
      (expense)
                        
                        
                        (392,756
                        )
                        
                        
                        -
                        
                        
                        
                        (392,756
                        )Net
      (loss)
                        
                        $
                        (3,487,342
                        )
                        
                        $
                        (1,264,260
                        )
                        
                        $
                        (4,751,602
                        )




F-28




Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.





Effective
as of the consummation of the reverse merger with Maximus Exploration
Corporation on October 9, 2008, the Company dismissed Malone & Bailey, P.C.,
an independent registered public auditors (“Malone”), as its accountants. Malone
had previously been engaged as the accountants to audit Maximus’ financial
statements and review the Company’s unaudited financial statements. The reason
for the dismissal of Malone is that, upon the consummation of the Acquisition on
October 9, 2008, (i) the former stockholders of EXVG owned a majority of the
outstanding shares of Maximus’ common stock and (ii) Maximus’ primary business
unit became the business previously conducted by EVUSA. The Board of Directors
of Maximus deemed it practical that EVUSA’s registered independent public
auditors be engaged, going forward.





None of
Malone’s audit reports on Maximus’ financial statements for each of the past two
fiscal years ended February 29, 2008 and February 27, 2007 contained an adverse
opinion or disclaimer of opinion nor were they qualified or modified as to audit
scope or accounting principles. However, Malone’s audit reports on Maximus’
financial statements for the past two fiscal years included Malone’s uncertainty
as to the Company’s ability to continue as a going concern.




In each
of the reports, Malone stated that its “going concern” opinion was made in light
of the fact that the Company was a “blank check” company with no operations and
had not made any efforts to identify a possible business combination at the time
of the Company’s respective financial statements. The decision to change the
Company’s registered independent public auditors was approved by the Company’s
board of directors on October 9, 2008.





From
February 22, 2007 through October 9, 2008, there were no disagreements between
Maximus and Malone on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Malone, would have caused it to make reference
to the matter in connection with the firm’s reports.




On
October 9, 2008, the Company engaged Kramer, Weisman & Associates, LLP
(“Kramer”) as its new registered independent public auditors. The appointment of
Kramer was approved by our board of directors on October 9, 2008. During our
most recent fiscal year ended February 29, 2008 and the subsequent interim
periods through August 31, 2008, the Company did not consult Kramer regarding
either: (i) the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered on
our financial statements; or (ii) any matter that was the subject of a
disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K.




Prior to
engaging Kramer, the Company had not consulted Kramer regarding the application
of accounting principles to any specified transaction, completed or proposed, or
the type of audit opinion that might be rendered on the Company’s financial
statements.




Item
9A.  Controls and Procedures.





As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered in this report, we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of February 28, 2009.  This evaluation was carried out under
the supervision and with the participation of our Chief Executive Officer (CEO)
and Chief Financial Officer (CFO), who concluded, that because of the material
weakness in our internal control over financial reporting described below that,
our disclosure controls and procedures were not effective as of February 28,
2009.  A material weakness is a deficiency or a combination of deficiencies
in internal controls over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim financial
statements will not be prevented or detected on a timely basis.


Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under that Act is
accumulated and communicated to management, including our principal executive
officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.


Our
management is also responsible for establishing internal control over financial
reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities
Exchange Act of 1934.





Our
internal controls over financial reporting are intended to be designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles. Our internal controls over
financial reporting are expected to include those policies and procedures that
management believes are necessary that:





(i)    
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets;


30





(ii)   
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors;
and





(iii)  
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.





As of
February 28, 2009, management assessed the effectiveness of the our internal
controls over financial reporting (ICFR) based on the criteria set forth in the
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).





Based on
that assessment, management concluded that, during the period covered by this
report, such internal controls and procedures were not effective as of February
28, 2009 and that material weaknesses in ICFR existed as more fully described
below.





As
defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial
Reporting that is Integrated with an Audit of Financial Statements and Related
Independence Rule and Conforming Amendments,” established by the Public Company
Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or
combination of deficiencies that result in a more than a remote likelihood that
a material misstatement of annual or interim financial statements will not be
prevented or detected. In connection with the assessment described above,
management identified the following control deficiencies that represent material
weaknesses as of February 28, 2009:


Lack of
an independent audit committee or audit committee financial expert. 
Although our board of directors serves as the audit committee it has no
independent directors. Further, we have not identified an audit committee
financial expert on our board of directors.  These factors are counter to
corporate governance practices as defined by the various stock exchanges and may
lead to less supervision over management.


Our
management determined that this deficiency constituted a material
weakness.


Due to
liquidity issues, we are not able to immediately take any action to remediate
this material weakness. However, when conditions allow, we will expand our
board of directors and establish an independent audit committee consisting of a
minimum of three individuals with industry experience including a qualified
financial expert.  Notwithstanding the assessment that our ICFR was
not effective and that there was a material weakness as identified herein, we
believe that our consolidated financial statements contained in this Annual
Report fairly present our financial position, results of operations and cash
flows for the years covered thereby in all material respects.





This
Annual Report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
Annual Report.





There was
no change in our internal control over financial reporting that occurred during
the fourth quarter of our fiscal year ended February 28, 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.




Item
9B.  Other Information.





None





PART
III





Item
10.  Directors, Executive Officers and Corporate Governance.





The
following table sets forth the respective names, ages and positions of our
directors and executive officers as well as the year that each of them commenced
serving as a director with Next 1. The terms of all of the directors, as
identified below, will run until their successors are elected and
qualified.





Person and Position:
                  
                  Age:
                  
                  Director Since:James Whyte
                    — Chairman of the Board
                  
                  
                  62
                  
                  2008


31





Person and Position:
                  
                  Age:
                  
                  Director Since:William
      Kerby
                    —
      Chief Executive Officer and Vice Chairman (Principal Executive
      Officer)
                  
                  
                  51
                  
                  2008Richard
      Sokolowski
                    —
      Chief Financial Officer
                    (Principal
      Financial/Accounting Officer)
                  
                  
                  56
                  
                  --Anthony
      Byron
                    —
      Chief Operating Officer and  and Director
                  
                  
                  55
                  
                  2008





Management and Director
Biographies:





James Whyte -
Chairman:





·
            1977-
      2008 Entrepreneur in Travel Industry owned and operated over 12 companies
      as Canadian Marketing Consultants, offices located in Vancouver, Honolulu,
      and Sydney; including 20 retail Travel Agencies and 1,056 boat slip
      Marina.





James Whyte has 38 years
experience in the Travel and Real Estate Industries as senior management,
entrepreneur and owner of several Travel and Real Estate related companies.
Jim’s experience includes owner of 20 Travel Agents and wholesale travel
companies, travel magazines, owner of a Hotels in Australia and San
Francisco, printing, marketing, marina's, as well as several real estate
developments and ventures worldwide. Jim has lived in Australia, Canada and
the USA. His diverse career included supervision of 20- 250 employees at a
time.





In the
past 5 years he has been President of three companies (continuously during the
full 5 years): Globespan (travel) had 25 employees, Moberly Investments
(property management) was staffed with 12 employees and
Lowtian (property development) employed 15.





Over the
years, Jim was involved in several travel trade associations ACTA, ASTA, SKAL,
HVB, ATO, Tourism Canada, etc. He has attended countless travel trade events:
ATE (15 times), PowWow (20 times), Rendezvous and WTM (10).





Jim was a
member of many government committees, focus groups etc. including: the
White House Commission on Tourism & Travel, the Hawaii Visitor
Bureau, and Australia Tourism etc.





William Kerby – Chief Executive
Officer and Vice Chairman:





·
            June
      2004 – October 2008 Chief Executive Officer of Extraordinary Vacations
      Group, Inc.





·
            October
      2008 to Present: Chief Executive Officer and Vice Chairman of Next 1
      Interactive, Inc.





From 2004
to Present, Mr. Kerby has been the Chairman and CEO of Extraordinary Vacations
Group and has overseen the development and operations of both the Travel and
Media divisions of the company. Travel operations include Cruise & Vacation
Shoppes - consortia of nearly 200 cruise agencies, Attaché - a Concierge
Services agency, Maupintour Extraordinary Vacations - a tour operation
(discontinued in early 2008), the Travel Magazine - a TV series of 160 travel
show and Brands on Demand - a digital media and marketing company.





2002 to
2004 Mr. Kerby was Chairman of Cruise & Vacation Shoppes after it was
acquired by a small group of investors and management from Travelbyus. He was
given the mandate to expand the operations focusing on a marketing driven travel
model.” In June 2004 Cruise & Vacation Shoppe was merged into Extraordinary
Vacations Group.





1999 to 2002– Founder ofTravelbyus a publicly traded
company on the TSX and NASD Small Cap. The launch included an intellectually
patented travel model that utilized technology-based marketing to promote its
travel services and products. Mr. Kerby negotiated the acquisition and financing
of 21 Companies encompassing multiple tour operators, 2,100 travel agencies,
media that included print, television, outdoor billboard and wireless
applications and leading edge technology in order to build and complete theTravelbyus  model.
The company had over 500 employees, gross revenues exceeding $3 billion and a
Market Cap over $900 million.


32


Richard
Sokolowski -Chief Financial Officer:





Richard Sokolowski (56)
combines over 25 years of experience in various industries and positions
including finance, information technology & project management, operations
and SEC reporting, including Sarbanes-Oxley compliance. Mr. Sokolowski spent the
last eleven years in various capacities, most recently as Vice
President-Corporate Controller, with Memry Corporation, a publicly-traded
company listed on the American Stock Exchange.  From 1995 through 1998
he was the Controller and Director of Management Information Services for Harco
Laboratories, Inc.  Previously, he had been associated with a number
of different public and privately held companies holding various middle and
senior management positions.  Mr. Sokolowski earned a M.S. Degree in
Computer Science from the University of New Haven and a B.S. Degree in
Accounting from Central Connecticut State University.  He is also a
Certified Public Accountant (CPA), Certified Management Accountant (CMA),
Certified Financial Manager (CFM) and Certified Information Technology
Professional (CITP).





Anthony
Michael Byron- Chief Operating Officer and Director





·
              August
      2008 to Present: Next 1 Interactive, Inc. Chief Operating Officer and
      Director


·
            1986
      - 2008 Owner Operator of Meridican Incentive Consultants d/b/a
      Meridican Travel Inc. as President and
  CEO





Anthony Michael Byron, a 33
year industry veteran and a respected leader in the motivational incentive
travel and event marketing industry. He graduated from York University in
Toronto with an Honours Bachelor of Arts Degree.





Mr. Byron
has owned and operated various different Travel and Incentive companies,
including wholesale tour operations, retail travel, Incentive travel and Event
management. Prior leadership roles in the travel field includes; President of
Hemisphere Tours Ltd. (an international tour wholesale package tour operator,
employing 7 employees and generating revenues of $5 million), President of
Travelsphere Inc./Select Travel Inc. (a retail and Incentive tour company with
55 employees generating over $8 million revenue), and President of The
Travel Producers Inc. (a corporate Incentive travel firm which was merged with
Meridican in 1986).





He
remains active as the President and CEO of Meridican Incentive Consultants, with
annual sales of $10 million with 14 full time and over 20 part-time and contract
employees. Mr. Byron relocated to Weston Florida on August 1, 1008 and is the
Chief Operations Officer for Next 1 Interactive, Inc.





Family
Relationships amongst Directors and Officers:





None of
the Officers or Directors is related by blood or marriage.





Involvement
in Certain Legal Proceedings





None of
the executive officers of the Company (i) has been involved as a general partner
or executive officer of any business which has filed a bankruptcy petition; (ii)
has been convicted in any criminal proceeding nor is subject to any pending
criminal proceeding; (iii) has been subjected to any order, judgment or decree
of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and (iv) has been found by a court, the Commission or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law.





Information
Concerning Non-Director Executive Officers





We
currently have one executive officer serving who is a non-director. Teresa
McWilliams our Chief Financial Officer is not a member of our Board of
Directors.





COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934





Section
16(a) of the Exchange Act requires the Registrant’s directors and officers, and
persons who beneficially own more than 10% of a registered class of the
Registrant’s equity securities, to file reports of beneficial ownership and
changes in beneficial ownership of the Registrant’s securities with the SEC on
Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish the Registrant with copies of all Section
16(a) forms they file.





Our
Executive Officers and Directors have not filed Forms 3, 4 and 5 to
date.  They intend to file them in the near future.





33




Item
11.  Executive Compensation.





DIRECTOR
AND OFFICER COMPENSATION





The
following table sets forth information concerning the total compensation that we
have paid or that has accrued on behalf of our executive officers during the
fiscal years ended February 28, 2009 and February 29, 2008




Name and principal
                                          position
                                        
                                        Fiscal Year
                                          Ended
                                        
                                        Salary
                                          ($)
                                        
                                        
                                        Bonus
                                          ($)
                                        
                                        
                                        Stock
                                          Awards
                                          ($)
                                        
                                        
                                        Option
                                          Awards
                                          ($)
                                        
                                        
                                        Non-Equity
                                          Incentive Plan
                                          Compensation
                                          ($)
                                        
                                        
                                        Nonqualified
                                          Deferred
                                          Compensation
                                          Earnings
                                          ($)
                                        
                                        
                                        All Other
                                          Compensation
                                          ($)
                                        
                                        
                                        Total
                                          ($)James Whyte
                                        
                                        2009
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0Chairman of the Board
                                        
                                        2008
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0William
      Kerby
                                        
                                        2009
                                        
                                        
                                        300,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        14,400
                                        
                                        
                                        
                                        314,400CEO
      and Vice Chair (1)
                                        
                                        2008
                                        
                                        
                                        300,000
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        14,400
                                        
                                        
                                        
                                        314,400David
      Fisher
                                        
                                        2009
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0Former
      CFO(2)
                                        
                                        2008
                                        
                                        
                                        44,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        52,250
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        96,250Bradford
      Heureux
                                        
                                        2009
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0Former
      CMO (3) and Director (3)
                                        
                                        2008
                                        
                                        
                                        150,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        250,000Anthony
      Byron
                                        
                                        2009
                                        
                                        
                                        140,000
                                        
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        240,000COO
      and Director (4)
                                        
                                        2008
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0Teresa
      McWilliams
                                        
                                        2009
                                        
                                        
                                        140,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        140,000CFO
      (5)(6)
                                        
                                        2008
                                        
                                        
                                        12,500
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        12,500





(1)
            In
      2008, Bill Kerby receives a base salary of $300,000 of which $160,000 is
      deferred. He also receives an auto allowance in the amount of $1,200 per
      month, as additional compensation




(2)
            David
      Fisher served as the Company’s Chief Financial Officer from June 3, 2008
      to November 16, 2008. He received a base salary of $210,000 of which a
      portion was paid in stock. He received 5,225,000 EXVG shares valued at
      $52,250.\




(3)
            Brad
      Heureux was eligible to receive 10,000,000 EXVG shares if he reached
      certain revenue targets as a performance bonus valued at $100,000. In
      connection with EVUSA’s purchase of Brands on Demand pursuant to a stock
      purchase agreement, dated April 11, 2008, we entered into an employment
      agreement with Mr. Heureux under which he served as the Chief Marking
      Officer of the Company and as a Director of the Board of Directors. On
      January 15, 2009, the employment agreement was terminated with
      cause.  Mr. Heureux is no longer employed by the Company nor is
      he a director of the Company’s Board of Directors.
  -




(4)
            Anthony
      Byron receives a base salary of  $240,000 per year of which
      $90,000 is deferred for which he received 4.8 million shares of EXVG
      common stock., In 2008 he received a sign on bonus of $100,000 paid by the
      issuance of 10,000,000 shares of EXVG common
  stock.




(5)
            Teresa
      McWilliams resigned on July 6, 2009 she previously replaced David Fisher
      as the Company’s Chief Financial Officer on November 17, 2008 at a base
      salary of $140,000 per year of which $40,000 is deferred.  She
      did not receive any other
compensation




(6)
            Richard
      Sokolowski was appointed as the Company’s Chief Financial Officer and
      Principal Financial Officer effective July 6, 2009.  Mr.
      Sokolowski entered into a 3 year employment with a minimum base salary of
      no less than $150,000 per year of
employment.





Outstanding
Equity Awards at Fiscal Year-End





Except
for stock awards issued to David Fisher, James Heureux and Anthony Byron as a
part of their employment contracts, we do not have a current equity award plan
nor have we granted any equity awards.


34





Employment
Agreements





We have
the following employment contracts with the named executive
officers:





William
Kerby has an employment agreement, dated October 15, 2006, with the Company.
Pursuant to this employment agreement, Mr. Kerby is employed as the Company’s
Chief Executive Officer at an annual base salary of $300,000 in cash and Company
common stock.  He may also, as determined by the Board of Directors,
receive a year-end performance bonus. The initial term of the agreement
commenced June 1, 2002 and terminated June 1, 2008, with an automatic renewal
for a period of four years. Upon termination of the second term, the Agreement
shall be automatically renewed for successive periods of four years each subject
to the same terms and conditions, unless modified or terminated by one or both
parties in accordance with the Agreement.





Anthony
Byron has a consulting agreement, dated August 15, 2008, with the Company.
Pursuant to this agreement, Mr. Byron is employed as the Company’s Chief
Operating Officer at an annual base salary of $240,000 in cash ($20,000 per
month), $12,500 of which shall payable in cash the remaining in stock at $0.01
per share, upon the shorter of (i) 180 days after the date of employment, (ii)
the Company obtaining profitability for a 60 day period at any time during the
first 180 days of employment, or (iii) the Company obtaining an underwritten
financing of $1,000,000.  Mr. Byron may also receive a year-end
performance bonus to be determined by the Board.  Mr. Byron’s initial
term as COO commenced on August 4, 2008 and terminates August 4, 2012. Upon the
termination of the initial term, the Agreement shall be automatically renewed
for successive periods of one year each subject to the same terms and
conditions, unless modified or terminated by one or both parties in accordance
with the Agreement.





Significant
Employees





We have
no significant employees other than our executive officers and directors named
in this Annual Report. We conduct our business through agreements with
consultants and arms-length third parties.





The
Company currently has 19 full-time employees.





Committees
of the Board of Directors





Because
of our limited resources, our Board does not currently have an established audit
committee or executive committee. The current members of the Board perform the
functions of an audit committee, governance/nominating committee, and any other
committee on an as needed basis. If and when the Company grows its business
and/or becomes profitable, the Board intends to establish such
committees.





Code
of Business Conduct and Code of Ethics





Our Board
has adopted a Code of Business Conduct and Ethics.





Item
12.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information regarding the beneficial
ownership of our common stock and Series A Preferred Stock as of the date of
this Annual Report by (i) each Named Executive Officer, (ii) each member of our
Board of Directors, (iii) each person deemed to be the beneficial owner of more
than five percent (5%) of any class of our common stock, and (iv) all of our
executive officers and directors as a group. Unless otherwise indicated, each
person named in the following table is assumed to have sole voting power and
investment power with respect to all shares of our common stock listed as owned
by such person. The address of each person is deemed to be the address of the
issuer unless otherwise noted.


35




Title of Class
                            
                            Name of
                              Beneficial Owner
                            
                            Amount and Nature
                              of Beneficial Owner
                            
                            
                            Percent of Class(1)Common
      Stock
                            
                            James
      Whyte
                            
                            
                            1,674,000
                            
                            
                            
                            6.8
                            %Series
      A Preferred Stock
                            
                            Chairman
      of the Board
                            
                            
                            0
                            
                            
                            
                            —Common
      Stock
                            
                            William
      Kerby
                            
                            
                            2,610,951
                            
                            
                            
                            10.6
                            %Preferred
      Stock
                            
                            CEO
      & Vice Chairman
                            
                            
                            504,762
                            (3)
                            
                            
                            100
                            %Common
      Stock
                            
                            Richard Sokolowski
                            
                            
                            0
                            
                            
                            
                            —Series
      A Preferred Stock
                            
                            Chief
      Financial Officer
                            
                            
                            0
                            
                            
                            
                            —Common
      Stock
                            
                            Anthony Byron
                            
                            
                            711,134
                            (2)
                            
                            
                            2.9
                            %Series
      A Preferred Stock
                            
                            Chief
      Operating Officer and Director
                            
                            
                            0
                            
                            
                            
                            —Common
      Stock
                            
                            All Officers and Directors as a group
                            
                            
                            4,993,240
                            
                            
                            
                            20.2
                            %Series
      A Preferred Stock
                            
                            (4
      persons)
                            
                            
                            504,762
                            (3)
                            
                            
                            100
                            %







(1)
            The
      percentage of common stock held by each listed person is based on
      24,678,167 shares of common stock issued and outstanding as of the
      date of this Annual Report. The percentage of Series A Preferred Stock
      held by each person is based on 504,762 shares of Series A Preferred Stock
      issued and outstanding as of this date of this Annual Report. Pursuant to
      Rule 13d-3 promulgated under the Exchange Act, any securities not
      outstanding which are subject to warrants, rights or conversion privileges
      exercisable within 60 days are deemed to be outstanding for purposes of
      computing the percentage of outstanding securities of the class owned by
      such person but are not deemed to be outstanding for the purposes of
      computing the percentage of any other
person.





(2)
            Anthony
      Byron holds 700,617 shares individually, and his spouse Liana Byron owns
      10,517. Due to this relationship, Anthony Byron beneficially owns 711,134
      shares of common stock of the
Company.


(3)
            Having
      the voting equivalency of 100 votes per share (50,476,200
      votes).





Item
13.  Certain Relationships and Related Transactions, and Director
Independence





The
Company leases certain telephone and communications equipment through a lease
agreement with a related party. The lease requires monthly payments of $5,078
including interest at approximately 18.6% per year. The lease expires on June
30, 2011. Interest expense paid on the capital lease was $19,091 and $31,116
during the ended February 28, 2009 and February 29, 2008,
respectively.





The
Company has a note payable with a director and officer for approximately
$272,643.  The loan bears interest at 18 % per year and matures and
has no stated maturity date. Interest expense on the loan was approximately
$20,000 for the each of the years ended February 28, 2009 and February 29,
2008.





The
Company leases certain telephone and communications equipment through a lease
agreement with a related party. The lease requires monthly payments of $5,078
including interest at approximately 18.6% per year. The lease expires on June
30, 2011. Interest expense paid on the capital lease was $19,091 and $31,116
during the ended February 28, 2009 and February 29, 2008,
respectively.





Series
A Preferred Stock





On
October 14, 2008, we filed a Certificate of Designations with the Secretary of
State of the State of Nevada therein establishing out of the our “blank check”
Preferred Stock, a series designated as Series A 10% Cumulative Convertible
Preferred Stock consisting of 3,000,000 shares (the “Series A Preferred Stock”).
The holders of record of shares of Series A Preferred Stock is entitled to vote
on all matters submitted to a vote of our shareholders of and is entitled to one
hundred (100) votes for each share of Series A Preferred Stock. On October 14,
2008, we issued an aggregate of 504,763 shares of Series A Preferred Stock to
William Kerby, the Company’s Chief Executive Officer. Mr. Kerby also owns
2,610,951 shares of common stock, with together with his Series A Preferred
Stock, gives him the right to a vote equivalent to 53,087,251 shares of common
stock, representing 70.7% of the total votes.


Director
Independence





None of
our directors are deemed to be independent.


36





Item
14.  Principal Accountant Fees and Services.





Effective
as of the consummation of the reverse merger with Maximus Exploration
Corporation on October 9, 2008, the Company dismissed Malone & Bailey, P.C.,
an independent registered public auditors (“Malone”), as its
accountants.  Upon the consummation of our merger with Maximus
Exploration Corporation on October 9, 2008, we engaged Kramer, Weisman &
Associates, LLP as our new registered independent public auditors.





(1)
Audit Fees





The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our quarterly
reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years were:




2009
                    
                    $
                    25,0002008
                    
                    
                    12,500





(2) Audit-Related
Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2009
                  
                  $
                  02008





(3)
Tax Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were:




2009
                  
                  $
                  02008





(4)
All Other Fees





The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2009
                  
                  $
                  02008





PART
IV


Item
15.  Exhibits and Financial Statement Schedules.





Exhibit
              Number
            
            Description
      of Exhibits3.1
            
            Articles
      of Incorporation of Maximus (1)3.1.1
            
            Amended
      Articles of Incorporation of Maximus (1)3.1.2
            
            Amendment
      to the Articles of Incorporation of Maximus (4)3.2.1
            
            Bylaws
      of Next 1 Interactive, Inc. (1)3.2.2
            
            Bylaws
      of Extraordinary Vacations USA, Inc. (4)4.1
            
            Form
      of Common Stock Certificate (4)


37





4.2
                
                Certificate
      of Designations of Series A 10% Cumulative Convertible Preferred Stock of
      Next 1 Interactive, Inc. (4)10.1
                
                Share
      Transaction Purchase Agreement dated September 24, 2008 between EXVG,
      EVUSA and Maximus (2)10.2
                
                Employment
      Agreement between the Company and William Kerby (4)10.3
                
                Employment
      Agreement between the Company and Teresa McWilliams (4)10.4
                
                Consulting
      Agreement between the Company and Anthony Byron (4)10.5
                
                Purchase
      of all Shares of Home Preview Channel (5)10.6
                
                Purchase
      of 100% of the issued and outstanding shares of Loop Networks(5)14.1
                
                Code
      of Ethics (4)




14.2
            
            Code
      of Business Conduct (4)16.1
            
            Letter,
      dated October 10, 2008, by Malone & Bailey, P.C., registered
      independent public auditors (3)31.1
            
            Certification
      of the Registrant’s Principal Executive Officer pursuant to 15d-15(e),
      under the Securities and Exchange Act of 1934, as amended, with
      respect to the registrant’s Annual Report on Form 10-K for the fiscal year
      ended February 28, 200931.2
            
            Certification
      of the Registrant’s Principal Financial Officer pursuant to 15d-15(e),
      under the Securities and Exchange Act of 1934, as amended, with
      respect to the registrant’s Annual Report on Form 10-K for the fiscal year
      ended February 28, 200932.1
            
            Certification
      of the Registrant’s Principal Executive Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            
            Certification
      of the Registrant’s Principal Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





(1)
              Incorporated
      by reference from the Company’s Registration Statement on Form SB-2 (SEC
      File No. 333-136630) filed on August 14,
  2006.





(2)
            Incorporated
      by reference from the Company’s Registration Statement on Form S-1 (SEC
      File No. 333-154177) filed on October 10,
  2008.





(3)
            Incorporated
      by reference from the Company’s Registration Statement on Form 8-K filed
      on October 10, 2008.





(4)
            Incorporated
      by reference from the Company’s Amendment No. 1 to Registration Statement
      on Form S-1 (SEC File No. 333-154177) filed on March 12,
      2009.





(5)
            Incorporated
      by reference from the Company’s Purchase Agreements on Form 8-K filed
      November 4, 2008.


38


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Date:  January
      11, 2010
              
              NEXT
      1 INTERACTIVE, INC.By:
              /s/
      WILLIAM KERBYWilliam
      Kerby
                Chief
      Executive Officer
                and
      Vice Chairman
                (Principal
      Executive Officer)





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




Signature
            
            Title
            
            Date/s/
      WILLIAM KERBY
            
            Chief
      Executive Officer and Vice Chairman
            
            January
      11, 2010William
      Kerby
            
            (Principal
      Executive Officer)/s/
      RICHARD SOKOLOWSKI
            
            Chief
      Financial Officer
            
            January
      11, 2010Richard
      Sokolowski
            
            (Principal
      Financial and Accounting Officer)/s/
      JAMES WHYTE
            
            Chairman
      of the Board
            
            January
      11, 2010James
      Whyte/s/
      ANTHONY BYRON
            
            Chief
      Operating Officer and Director
            
            January
      11, 2010Anthony
      Byron


39