UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549




FORM 10-K





(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





 ̈
            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:


The
Sourlis Law Firm


Virginia
K. Sourlis, Esq.


The
Galleria


2
Bridge Avenue


Red
Bank, New Jersey 07701


(732) 530-9007


www.SourlisLaw.com





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.


Y es ̈Nox





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


Y es ̈Nox








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.YesxNo ̈





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 ̈Nox


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).
YesxNo ̈





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 ofJune 16,2009, ­there were 25,387,978
shares of Common Stock, $0.00001 par value per share.





DOCUMENTS INCORPORATED BY
REFERENCE:


None





1








Item:
                  
                  Page No.:PART
      IItem
      1.
                  Business.
                  3Item
      1A.
                  Risk Factors.
                  8Item
      1B.
                  Unresolved Staff Comments.
                  15Item
      2.
                  Properties.
                  15Item
      3.
                  Legal Proceedings.
                  15Item
      4.
                  Submission of Matters to a Vote of Security Holders.
                  15PART
      IIItem
      5.
                  Market for Registrant’s Common Equity, Related Stockholders Mattersand
      Issuer Purchases of Equity Securities.
                  16Item
      6.
                  Selected Financial Data.
                  17Item
      7.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                  17Item
      7A.
                  Quantitative
      and Qualitative Disclosures About Market Risk.
                  30Item
      8.
                  Financial
      Statements and Supplementary Data.
                  30Item
      9.
                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
                  31Item
      9A(T).
                  Controls
      and Procedures.
                  31Item
      9B.
                  Other
      Information.
                  32PART
      IIIItem
      10.
                  Directors,
      Executive Officers and Corporate Governance.
                  33Item
      11.
                  Executive
      Compensation.
                  35Item
      12.
                  Security
      Ownership of Certain Beneficial Owners and Managementand
      Related Stockholders Matters.
                  37Item
      13.
                  Certain
      Relationships and Related Transactions, and Director
      Independence.
                  38Item
      14.
                  Principal
      Accountant Fees and Services.
                  38PART
      IVItem
      15.
                  Exhibits
      and Financial Statement Schedules.
                  39SIGNATURES
                  
                  41







2


PART I





FORWARD-LOOKING
STATEMENTS





Certain statements made in this Annual
Report on Form 10-K are “forward-looking statements” (within the meaning of the
Private Securities Litigation Reform Act of 1995) 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.





Selling Stockholder Registration
Statement onForm
S-1





On October 10, 2008, we filed a
Registration Statement on Form S-1 (File No.: 333-154177) with the Securities
Exchange Commission thereinregistering 10,832,840 shares of our
common stockon behalf of
the selling stockholders named therein.  The offering price of the
common stock was arbitrarily set at $1.00 per share.  On March 12,
2009, we filed Amendment No. 1 to the Registration Statement on Form S-1 therein
reducing the number of shares to 4,757,099 shares of common stock and increasing
the offering priceto
$3.00. We are still in the review process by
the SEC.








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 stateof 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. Afterthe 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 for Acquisition
was so that Next 1 Interactive, Inc. would become a fully reporting company with
the Securities and Exchange Commission and have our stock listed 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 Stockholdersand
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.








3





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.





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’swebsite is www.Maupintour.com. The contents of the
website are not incorporated by reference herein.





4




Cruise
Shoppes is a Travel Consortia and marketer of cruises worldwide, offering its
200members 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.




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 byMaupintour
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.




5


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.




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.





6


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.





These alliances include FOXMedia, CPX Interactive,and otherad network enablers and website tools
providers,various content
suppliers such asCompulsive TravelerandGeoBeats, 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 orderto 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





Ourprimarycompetitors are companiessuch asthe Travel Channel. Other sites likeTravel.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 onlyfocus on creating travel sales
fromour site, we alsofocus 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.





7


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.











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 Companyhas 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 $1,705,759. 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 $10 million to $15 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.




9


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.




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.




10


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.




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.







11




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:




·
            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.




12


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
interestsof 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 ourstockholders. 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.




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.




13


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.




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.




14





Item 1B.  Unresolved Staff
Comments.





Not
applicable.





Item 2. 
Properties.





The Company leases
approximately 4,740 square feet of office space in Weston, Floridapursuant 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.





TheCompanyis not party to any legal proceedings
nor is it aware of any investigation, claim or demand made on theCompanythat may reasonably result in any legal
proceedings.





Item 4.  Submissionof MatterstoaVoteof Security Holders.





None.







15








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 Bid20091stQuarter as of May 31,
      2008
            $1.15
            $3.104thQuarter  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.




Penny
Stock Rules





16


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 theOTCBBfor each quarterly period
withinthe 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





17


·
            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 stateof  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. Afterthe 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.”





to the purpose for the merger was to
become a fully reporting company with the Securities and Exchange Commission and
have our stock listed 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 EXVGand 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.





Recent Acquisitions




The Home
Preview Channel





18


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.




19


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 $4,148,172 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$8,228,292 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 $7,052,964
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 $1,942,566 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’ Deficit. Our
stockholders’ equitywas$5,656,630at February 28,
2009 compared to a deficit of $1,533,036 at February 29,
2008.





Revenues.$2,142,591 for the fiscal
year ended February 28, 2009 compared to $4,148,172 for the fiscal year ended
February 29, 2008.





Net
Loss.We had a net loss of$1,843,567 and $3,487,342 for the fiscal
years ended February 28, 2009 compared to February 29, 2008. The increase from
2008 to 2009 was primarily due to the write off of intercompany debt and the
impairment of certain assets.





Cost
of Revenue.Costs of Sales
were$1,410,113for the fiscal year ended
February 28, 2009 compared to $1,971,521 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.




20


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$3,084,420for the fiscal year ended
February 28, 2009 compared to $4,511,294 for the fiscal year ended February 29,
2008. The increase from 2008 to 2009 was primarily due to bad debt expense
related to a discontinued business services involved in merchant credit card
processing.




Liquidity and Capital Resources; Going
Concern





Cash
Balance.We had$18,801cash on-hand and an accumulated deficit
of$6,081,214 at February 28, 2009 compared
to $64,369 cash on-hand and an accumulated deficit of $1,533,036 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.




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.





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.





21


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.





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





22


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.




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 asmuch as approximately
$6million to $10million to complete the launch of The
Home and Away Network, repay debt obligations, provide capital expenditures for
additionalequipment,
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.





23


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.





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.





24


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.





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.




25


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.





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.





26


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.





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.





27


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.





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.




28


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.





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.





29


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.  Quantitativeand Qualitative Disclosuresabout Market Risk.





Not applicable.







Item 8. 
Financial Statementsand Supplementary
Data.


30
 
 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
$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. 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
 
 
 F-1
   Next
      1 Interactive, Inc. and SubsidiariesConsolidated
      Balance
Sheets
  February
      28, 2009
                                    
                                    
                                    February
      29, 2008AssetsCurrent
      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
                                    
                                    
                                    
                                    -Develoment
      costs
                                    
                                    
                                    514,998
                                    
                                    
                                    
                                    -Intellectual
      property
                                    
                                    
                                    7,052,964
                                    
                                    
                                    
                                    -Total
      assets
                                    
                                    $
                                    8,228,292
                                    
                                    
                                    $
                                    409,529Liabilities
      and Stockholders' Equity (Deficit)Current
      LiabilitiesAccounts
      payable and accrued expenses
                                    
                                    $
                                    968,452
                                    
                                    
                                    $
                                    839,752Other
      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
                                    
                                    
                                    
                                    1,519,161Capital
      lease payable - long-term portion
                                    
                                    
                                    71,470
                                    
                                    
                                    
                                    114,632Notes
      payable - long-term portion
                                    
                                    
                                    628,807
                                    
                                    
                                    
                                    308,773Total
      liabilities
                                    
                                    
                                    2,571,662
                                    
                                    
                                    
                                    1,942,566Stockholders'
      Equity (Deficit)Series
      A Preferred stock, $.01 par value; 3,000,000
    authorized;and
      504,379 and 0 shares issued and outstanding atFebruary
      28, 2009 and February 29, 2008, respectively
                                    
                                    
                                    5,048
                                    
                                    
                                    
                                    -Series
      B Preferred stock, $1 par value; 100,000,000 authorized; 0and
      1,152,000 shares issued and outstanding atFebruary
      28, 2009 and February 29, 2008, respectively
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,152,000Series
      C Preferred stock, $.01 par value; 10,000,000 authorized;
0and
      1,369,643 shares issued and outstanding atFebruary
      28, 2009 and February 29, 2008, respectively
                                    
                                    
                                    -
                                    
                                    
                                    
                                    13,696Common
      stock, $.00001 par value; 200,000,000 shares authorized;24,611,500
      and 314,956,578 shares issued and outstanding atFebruary
      28, 2009 and February 29, 2008, respectively
                                    
                                    
                                    247
                                    
                                    
                                    
                                    314,957Additional
      paid-in-capital
                                    
                                    
                                    11,732,549
                                    
                                    
                                    
                                    5,357,967Accumulated
      deficit
                                    
                                    
                                    (6,081,214
                                    )
                                    
                                    
                                    (8,371,656
                                    )Total
      stockholders' equity  (deficit)
                                    
                                    
                                    5,656,630
                                    
                                    
                                    
                                    (1,533,036
                                    )Total
      liabilities and stockholders' equity (deficit)
                                    
                                    $
                                    8,228,292
                                    
                                    
                                    $
                                    409,530
   The
      accompanying notes are an integral part of these consolidated financial
      statements.
  F-2
   Next
      1 Interactive, Inc. and SubsidiariesConsolidated
      Statements of OperationsFor
      the Years Ended February 28, 2009 and February 29,
  2008
  February
      28, 2009
                          
                          
                          February
      29, 2008RevenuesTravel
      and commission revenues
                          
                          $
                          2,142,591
                          
                          
                          $
                          4,148,172Advertising
      revenues
                          
                          
                          613,017
                          
                          
                          
                          -Total
      revenues
                          
                          
                          2,755,608
                          
                          
                          
                          4,148,172Cost
      of revenues
                          
                          
                          1,410,113
                          
                          
                          
                          1,971,521Gross
      profit
                          
                          
                          1,345,495
                          
                          
                          
                          2,176,651Operating
      expensesSalaries
      & benefits
                          
                          
                          1,553,546
                          
                          
                          
                          1,236,700Selling
      and promotions expense
                          
                          
                          42,335
                          
                          
                          
                          173,784Bad
      debt expense
                          
                          
                          -
                          
                          
                          
                          1,279,894General
      & administrative
                          
                          
                          1,488,539
                          
                          
                          
                          1,820,916Total
      operating expenses
                          
                          
                          3,084,420
                          
                          
                          
                          4,511,294Operating
      income (loss)
                          
                          
                          (1,738,925
                          )
                          
                          
                          (2,334,643
                          )Other
      income/(expense)Interest
      income
                          
                          
                          42
                          
                          
                          
                          -Other
      income
                          
                          
                          29,040
                          
                          
                          
                          -Interest
      expense
                          
                          
                          (119,237
                          )
                          
                          
                          (127,095
                          )Loss
      on forgiveness of debt
                          
                          
                          -
                          
                          
                          
                          (759,943
                          )Impairment
      of assets
                          
                          
                          -
                          
                          
                          
                          (261,288
                          )Other
      expenses
                          
                          
                          (14,487
                          )
                          
                          
                          (4,373
                          )Total
      other income (expense)
                          
                          
                          (104,642
                          )
                          
                          
                          (1,152,699
                          )Net
      loss
                          
                          $
                          (1,843,567
                          )
                          
                          $
                          (3,487,342
                          )Weighted
      average number of shares outstanding
                          
                          
                          13,448,861
                          
                          
                          
                          7,724,516Basic
      and diluted net loss per share
                          
                          $
                          (0.14
                          )
                          
                          $
                          (0.45
                          )
   The
      accompanying notes are an integral part of these consolidated financial
      statements.
 F-3
  Next
      1 Interactive, Inc. and SubsidiariesConsolidated
      Statement of Changes in Stockholders Equity
  (Deficit)
  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
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        140,682,948
                                                                        
                                                                        
                                                                        $
                                                                        140,683
                                                                        
                                                                        
                                                                        $
                                                                        9,487,347
                                                                        
                                                                        
                                                                        $
                                                                        (10,035,241
                                                                        )
                                                                        
                                                                        $
                                                                        (407,211
                                                                        )Preferred
      stock of EXVG issued for cash
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        1,369,643
                                                                        
                                                                        
                                                                        
                                                                        13,696
                                                                        
                                                                        
                                                                        
                                                                        1,152,000
                                                                        
                                                                        
                                                                        
                                                                        1,152,000
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        1,165,696Common
      stock of EXVG issued for cash
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        174,273,630
                                                                        
                                                                        
                                                                        
                                                                        174,274
                                                                        
                                                                        
                                                                        
                                                                        2,437,684
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        2,611,958Recapitalization
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (10,684,125
                                                                        )
                                                                        
                                                                        
                                                                        10,684,125
                                                                        
                                                                        
                                                                        
                                                                        -Dividend
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        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
                                                                        
                                                                        
                                                                        
                                                                        314,956,578
                                                                        
                                                                        
                                                                        
                                                                        314,957
                                                                        
                                                                        
                                                                        
                                                                        1,505,571
                                                                        
                                                                        
                                                                        
                                                                        (4,367,383
                                                                        )
                                                                        
                                                                        
                                                                        (1,381,159
                                                                        )Preferred
      stock of EXVG issued for cash
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        180,000
                                                                        
                                                                        
                                                                        
                                                                        1,800
                                                                        
                                                                        
                                                                        
                                                                        350,000
                                                                        
                                                                        
                                                                        
                                                                        350,000
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        178,200
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        530,000Common
      stock of EXVG issued for cash
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        195,600,000
                                                                        
                                                                        
                                                                        
                                                                        1,956
                                                                        
                                                                        
                                                                        
                                                                        1,954,044
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        1,956,000Preferred
      stock of EXVG converted to common stock of EXVG
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (1,502,000
                                                                        )
                                                                        
                                                                        
                                                                        (1,502,000
                                                                        )
                                                                        
                                                                        
                                                                        150,200,000
                                                                        
                                                                        
                                                                        
                                                                        1,502
                                                                        
                                                                        
                                                                        
                                                                        1,500,498
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -Common
      stock of EXVG issued in exchange for services
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        86,622,337
                                                                        
                                                                        
                                                                        
                                                                        866
                                                                        
                                                                        
                                                                        
                                                                        71,134
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        72,000Common
      stock of EXVG issued in connection withacquisition of Brands on
      Demand
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        40,000,000
                                                                        
                                                                        
                                                                        
                                                                        400
                                                                        
                                                                        
                                                                        
                                                                        69,600
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        70,000-Reverse
      merger and recapitalization
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (786,867,415
                                                                        )
                                                                        
                                                                        
                                                                        (319,675
                                                                        )
                                                                        
                                                                        
                                                                        (81,424
                                                                        )
                                                                        
                                                                        
                                                                        129,736
                                                                        
                                                                        
                                                                        
                                                                        (271,363
                                                                        )Common
      stock of Next 1 issued in exchange forcommon stock of
      EXVG
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        13,000,000
                                                                        
                                                                        
                                                                        
                                                                        130
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        130Common
      stock and preferred stock of Next 1issued in exchange for
      preferred stock of EXVG
                                                                        
                                                                        
                                                                        504,763
                                                                        
                                                                        
                                                                        
                                                                        5,048
                                                                        
                                                                        
                                                                        
                                                                        (1,549,643
                                                                        )
                                                                        
                                                                        
                                                                        (15,496
                                                                        )
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        5,000,000
                                                                        
                                                                        
                                                                        
                                                                        50
                                                                        
                                                                        
                                                                        
                                                                        10,398
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -Common
      stock of Next 1 issued for cash
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        66,667
                                                                        
                                                                        
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        199,999
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        200,000Common
      stock of Next 1 issued in connectionwith acquisitions of Home
      Preview Channel and Loop Networks
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        6,022,999
                                                                        
                                                                        
                                                                        
                                                                        60
                                                                        
                                                                        
                                                                        
                                                                        6,143,399
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        6,143,459Detachable
      warrants issued in connection withdebt
      restructure
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        181,130
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        181,130Fractional
      share adjustment
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        67,065
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -Net
      loss
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (1,843,567
                                                                        )
                                                                        
                                                                        
                                                                        (1,843,567
                                                                        )Balances,
      February 28, 2009
                                                                        
                                                                        
                                                                        504,763
                                                                        
                                                                        
                                                                        $
                                                                        5,048
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        24,668,231
                                                                        
                                                                        
                                                                        $
                                                                        247
                                                                        
                                                                        
                                                                        $
                                                                        11,732,549
                                                                        
                                                                        
                                                                        $
                                                                        (6,081,214
                                                                        )
                                                                        
                                                                        $
                                                                        5,656,630
   The
      accompanying notes are an integral part of these consolidated financial
      statements.
 F-4
  Next
      1 Interactive, Inc. and SubsidiariesConsolidated
      Statements of CashflowsFor
      the Years Ended February 28, 2009 and February 29,
  2008
  2/28/2009
                              
                              
                              2/29/2008Cash
      flow from operating activities:Net
      loss
                              
                              $
                              (1,843,567
                              )
                              
                              $
                              (3,487,342
                              )Adjustments
      to reconcile net loss to net cash fromoperating
      activities:Depreciation
      and amortization
                              
                              
                              100,616
                              
                              
                              
                              405,321Loss
      on impairment of asset
                              
                              
                              -
                              
                              
                              
                              173,945Loss
      on forgiveness of related party debt
                              
                              
                              -
                              
                              
                              
                              1,020,976Discount
      on note payable
                              
                              
                              (181,300
                              )
                              
                              
                              -Stock
      based compensation and extinguishment of debt
                              
                              
                              72,000
                              
                              
                              
                              -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
      (decrease) in accounts payable and accrued expenses
                              
                              
                              128,702
                              
                              
                              
                              (1,467,987
                              )Increase
      in other current liabilities
                              
                              
                              112,500
                              
                              
                              
                              -Net
      cash (used in) operating activities
                              
                              
                              (1,704,195
                              )
                              
                              
                              (3,082,351
                              )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
                              )
                              
                              
                              -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
                              )Issuance
      costs
                              
                              
                              -
                              
                              
                              
                              1,165,696Net
      cash provided by financing activities
                              
                              
                              2,173,625
                              
                              
                              
                              2,927,778Net
      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 intellectual property acquired bycommon
      stock issuance in connection with acquisitions of Home
    PreviewChannel
      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.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 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.
 
 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.
 
 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.
  F-6
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 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.
  F-7
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 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.
  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.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 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.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 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.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
   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.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 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 $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.  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.
 
 
 Note
3 – Property and Equipment
 
 Property
and equipment consisted of the following at February 28/29:
 
 
 F-12
 
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 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
                                )
                                
                                
                                (1,188,247
                                )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. The net assets acquired
were valued at $140,000. No goodwill or intangibleassets were recognized
in connection with the transaction 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”). 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
Company acquired assets with a net realizable value of approximately $166,000
and assumed liabilities of approximately $491,000 resulting in intangible assets
of approximately $1,350,000. This amount was recorded in intellectual property
at February 28, 2009.
 
 On
October 30, 2008, the Registrant consummated the transactions contemplated by a
Purchase Agreement with the members of Loop Networks LLC (“Loop”). 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
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. This amount was recorded in intellectual property at
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.
 
 F-13
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 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.
 
 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
                      
                      
                      20,513Total
      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.
 
 F-14
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  
 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 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.
 
 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”) and the management of EXVG, on a pro rata basis. As a result of
these transactions, EVUSA became a wholly-owned subsidiary of
Maximus.
 
 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, issued 180,000 shares of EXVG Series B
Preferred Stock and 350,000 shares of EXVG Series C Preferred Stock in exchange
for $530,000.
  F-15
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 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 of EXVG.
 
 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 of EXVG
for 5,000,000 shares of Next One common stock. All common stock transactions of
EXVG common stock heretofore are disclosed in terms of pre-merger shares of EXVG
common stock and post-merger shares of Next One common stock.
 
 During
the year ended February 28, 2009, the Company issued 195,600,000 shares of EXVG
common stock (equivalent to approximately 3,260,000 shares of Next 1 common
stock) in exchange for cash of $1,956,000. The Company also issued 180,000
shares of EXVG Series B Preferred Stock at and 350,000 shares of EXVG Series C
Preferred Stock in exchange for $530,000.
 
 During
the year ended February 28, 2009, the company issued approximately 87,000,000
shares of EXVG common stock (equivalent to approximately 1,450,000 shares of
Next 1 common stock) in exchange for services rendered and accrued interest
value at approximately $72,000.
 
 As
discussed in Note 3, in August 2008, the Company issued 40,000,000 shares of
EXVG common stock (equivalent to approximately 667,000 shares of Next 1 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
10,000,000 shares of EXVG common stock (equivalent to approximately 167,000
shares of Next 1 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 150,000,000 shares of EXVG common stock (equivalent to
approximately 2.5 million shares of Next 1 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.
  F-16
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 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 Next 1 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.
 
 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 87,000,000 shares for consulting and other services
rendered totaling approximately $72,000.
 
 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).
 
 F-17
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  
 Note
9 – Income taxes
 
 As of
February 28, 2009, the Company had approximately $12,500,000 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:
  Tax
      benefit computed at “expected” statutory rate
                            
                            $
                            719,000State
      income taxes, net of benefit
                            
                            
                            -0-Other
      permanent differences
                            
                            
                            -0-Increase
      in valuation allowance
                            
                            
                            (719,000
                            )Net
      income tax benefit
                            
                            $
                            -
 The
Company’s deferred tax asset account consisted of the following at February 28,
2009:
 
 Net
      operating loss carryforwards
                        
                        $
                        4,250,000Valuation
      allowance
                        
                        
                        (4,250,000
                        )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.
  F-18
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 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.
 
 
 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.
  F-19
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 
 The table
below presents 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
                                                    
                                                    
                                                    
                                                    4,148,172Consolidated
      revenues
                                                    
                                                    $
                                                    2,755,608
                                                    
                                                    
                                                    $
                                                    4,148,172
 
 The table
below reconciles the measurement of segment expenses shown in the previous table
to the Company’s consolidated loss before taxes:
  2/28/2009
                                                                                                      
                                                                                                      
                                                                                                      2/29/2008Operating
      ExpenseMedia
                                                                                                      
                                                                                                      $
                                                                                                      1,873,186
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Travel
                                                                                                      
                                                                                                      
                                                                                                      650,920
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      2,238,694Segment
      Expense
                                                                                                      
                                                                                                      $
                                                                                                      2,524,106
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      2,238,694Corporate
                                                                                                      
                                                                                                      
                                                                                                      459,698
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      4,105,973Consolidated Operating
      Expense
                                                                                                      
                                                                                                      $
                                                                                                      2,983,804
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      1,805,235Depreciation and
      amortizationMedia
                                                                                                      
                                                                                                      $
                                                                                                      100,616
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -Travel
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      405,321Segment
      Total
                                                                                                      
                                                                                                      $
                                                                                                      100,616
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      405,321Corporate
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Consolidated
      depreciation
                                                                                                      
                                                                                                      $
                                                                                                      100,616
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      405,321
  F-20
 
 Next
1 Interactive, Inc.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 The table
below shows information regarding segment assets:
  2/28/2009
                                      
                                      
                                      2/29/2008Segment
      AssetsMedia
                                      
                                      $
                                      7,683,525
                                      
                                      
                                      $
                                      -Travel
                                      
                                      
                                      363,389
                                      
                                      
                                      
                                      47,309Segment
      Total
                                      
                                      $
                                      8,046,914
                                      
                                      
                                      $
                                      47,309Corporate
                                      
                                      
                                      181,378
                                      
                                      
                                      
                                      362,220Total
      assets
                                      
                                      $
                                      8,228,292
                                      
                                      
                                      $
                                      409,529
 The
Company did not generate any revenues 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 and
wrongdoing and is aggressively defending this action.
 
 
 
 
 F-21


Item 9.  Changesin andDisagreementswith Accountantson Accountingand 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(T).  Controlsand Procedures.





Evaluation of Disclosure Controls and
Procedures





In connection with the preparation of
this annual report, an evaluation was carried out by the Registrant’s
management, with the participation of the principal executive officer and the
principal financial officer, of the effectiveness of the Registrant’s disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (“Exchange Act”)) as ofFebruary 28, 2009. Disclosure controls and procedures are
designed to ensure that information required to be disclosed in reports filed or
submitted under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Commission’s rules and forms,
and that such information is accumulated and communicated to management,
including the chief executive officer and the chief financial officer, to allow
timely decisions regarding required disclosures.





Based on that assessment, management
concluded that, during the period covered by this report, such internal controls
and procedures were not effective as ofFebruary 28, 2009and that a material weakness 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
thefollowing control
deficiencythat
represents a material
weaknessas ofFebruary 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.





31


Our management determined that thisdeficiencyconstitutedamaterial weakness.





Due to liquidity issues, we are not able
toimmediately
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 weaknessas 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.





Management’s Report on Internal Control
over Financial Reporting





The management of the Registrant is
responsible for establishing and maintaining adequate internal control over
financial reporting. The Registrant’s internal control over financial reporting
is a process, under the supervision of the principal executive officer and the
principal financial officer, designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of the Registrant’s
financial statements for external purposes in accordance with United States
generally accepted accounting principles (GAAP). Internal control over financial
reporting includes those policies and procedures that:




●
            Pertain to the maintenance of
      records that in reasonable detail accurately and fairly reflect the
      transactions and dispositions of the Registrant’s
      assets;





●
            Provide reasonable assurance that
      transactions are recorded as necessary to permit preparation of the
      financial statements in accordance with generally accepted accounting
      principles, and that receipts and expenditures are being made only in
      accordance with authorizations of management and the board of directors;
      and





●
            Provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use,
      or disposition of the Registrant’s assets that could have a material
      effect on the financial
statements.





Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.





The Registrant’s management conducted an
assessment of the effectiveness of our internal control over financial reporting
as of February 28, 2009, based on criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.  Our management has concluded that, as of
February 28, 2009, our internal control over financial reporting is ineffective
based on these criteria.





Changes in Internal Controls over
Financial Reporting





During thefourth quarterended February 28, 2009, there has been
no change in internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect our internal control over
financial reporting.





Attestation
Report of the Registered Public Accounting Firm





This annual report does not include an
attestation report of our independent registered public accounting firm
regarding internal control over financial reporting. We were not required to
have, nor have we, engaged our independent registered public accounting firm to
perform an audit of internal control over financial reporting pursuant to the
rules of the Commission that permit us to provide only management’s report in
this annual report.





Evaluation of Disclosure Controls and
Procedures








Item 9B.  Other
Information.





None








32


PART III





Item 10.  Directors, Executive
OfficersandCorporate 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
              
              2008William Kerby
                — Chief Executive Officer and Vice
      Chairman (Principal Executive Officer)
              
              
              51
              
              2008Teresa
      McWilliams
                — Chief Financial
      Officer
                (Principal Financial/Accounting
      Officer)
              
              
              53
              
              
              --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
Whytehas 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.




33


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
ofTravelbyusa 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
theTravelbyusmodel. The company had over
500 employees, gross revenues exceeding $3 billion and a Market Cap over $900
million.





Teresa McWilliams -Chief Financial
Officer:





·
            November 17, 2008 – Present: Next
      1 Interactive CFO·
            September 1, 2007 – Present:
      American Scientific Resources, Inc., Acting CFO·
            June 16, 2006 – August 31, 2007:
      Steven Douglas Associates, Accounting and Finance consultant for various
      public companies (clients)





·
            February 1, 2006 – June 15, 2006:
      Tube Media Corp, Interim Controller/Director of Financial
      Reporting·
            June 1, 2004 – January 31,
      2006:
              Aventura Hospital and Medical
      Center, Finance Consultant in charge of Sarbanes Oxley implementation and
      compliance, $134M capital project, and Financial
      Reporting
              Westside Regional Hospital,
      Finance Consultant in charge of Sarbanes Oxley
      compliance
              Radiology Corporation of America,
      Finance Consultant·
            September 1, 2002 – May 31, 2004:
      Seigel Corporation, Interim
  CFO/Controller





Ms. McWilliams has diverse industry
experience in Healthcare and Biotech, Media and Entertainment, Securities
Broker/Dealers, and Public Accounting.





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.





34


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.








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
                                              Chairman of the Board
                                            2009
                                            0
                                            0
                                            0
                                            0
                                            0
                                            0
                                            0
                                            
                                            02008
                                            0
                                            0
                                            0
                                            0
                                            0
                                            0
                                            0
                                            
                                            0William
      Kerby
                                              CEO
      and Vice Chair (1)
                                            2009
                                              2008
                                            300,000
                                              300,000
                                            
                                            
                                            0
                                            0
                                            0
                                            14,400
                                              14,400
                                            
                                            314,400
                                              314,400David
      Fisher
                                              Former
      CFO(2)
                                            2009
                                            0
                                            0
                                            0
                                            0
                                            0
                                            0
                                            0
                                            
                                            02008
                                            44,000
                                            0
                                            52,250
                                            0
                                            0
                                            0
                                            0
                                            
                                            96,250Bradford
      Heureux
                                              Former
      CMO (3)and Director (3)
                                            2009
                                            0
                                            0
                                            0
                                            0
                                            0
                                            0
                                            0
                                            
                                            02008
                                            150,000
                                            0
                                            100,000
                                            0
                                            0
                                            0
                                            0
                                            
                                            250,000Anthony
      Byron
                                              COO
      and Director (4)
                                            2009
                                            240,000
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            240,0002008
                                            150,000
                                            100,000
                                            90,000
                                            0
                                            0
                                            0
                                            0
                                            
                                            340,000Teresa
      McWilliams
                                              CFO
      (5)
                                            2009
                                            140,000
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            140,0002008
                                            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.





35


(3)
            Brad Heureux  was
      eligible to receive 10,000,000 EXVG shares if hereachedcertain 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. Heureuxunderwhichheserved 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 terminatedwith cause.Mr. Heureux is no longer employed
      bythe
      Companynor 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 replaced David
      Fisher as the Company’s Chief Financial Officer on November 17, 2008 at a
      base salary of $140,000,000 per year of which $40,000 is
      deferred.  She did not receive any other
      compensation.





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.







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.





Teresa McWilliams has an employment
agreement, dated November 17, 2008, with the Company. Pursuant to this
employment agreement, Mrs. Teresa McWilliams is employed as the Company’s Chief
Financial Officer at an annual base salary of $100,000 in cash and a bonus to be
determined by the Board. Also, the Company is obligated to conduct a review
after 90 days and has the option to increase Ms. McWilliams’ salary up to
$140,000 a year. Teresa’s initial term as CFO commenced on November 17, 2008 and
terminates November 17, 2010. 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.





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




36


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 Ownershipof Certain Beneficial Ownersand Managementand 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.




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
            
            Teresa
      McWilliams
            
            
            0
            
            
            
            —Series A Preferred
      Stock
            
            Chief Financial
      Officer
            
            
            0
            
            
            
            —Common
Stock
            
            Anthony
      Byron
            
            
            708,289
            (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).





37





Item 13.  Certain Relationshipsand 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.




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





38


(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 andFinancial 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)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)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 thefiscalyear endedFebruary 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 thefiscalyear endedFebruary 28,
      200932.1
            
            Certificationof the Registrant’s Principal
      Executive Officerpursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            
            Certificationof the Registrant’s Principal
      Financial Officerpursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002





39





(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.







40










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:  June 16,
      2009
            
            NEXT 1 INTERACTIVE,
      INC.By:
            /s/ WILLIAM
      KERBYWilliam Kerby
              Chief Executive
      Officer
              and Vice
      Chairman
              (Principal Executive
      Officer)




In accordance with the requirements of
the Securities Act of 1933, this registration statement was signed by the
following persons in the capacities and on the dates stated.




Signature
            
            Title
            
            Date/s/ WILLIAM
      KERBY
            
            Chief Executive Officer and Vice
      Chairman
            
            June
      16, 2009William
    Kerby
            
            (Principal Executive
      Officer)/s/ TERESA
      MCWILLIAMS
            
            Chief Financial
      Officer
            
            June 16,
    2009Teresa
      McWilliams
            
            (Principal Financial and
      Accounting Officer)/s/ JAMES
    WHYTE
            
            Chairman of the
      Board
            
            June 16,
    2009James Whyte/s/ ANTHONY
      BYRON
            
            Chief Operating Officer and
      Director
            
            June 16,
    2009Anthony
    Byron







41