Next 1 Interactive, Inc. (Form: S-1/A, Received: 03/12/2009 16:41:27)

NEXT1 INTERACTIVE, INC.

CONSOLIDATED BALANCE SHEET

YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

	February 29,			February 28,
	2008			2007
	(Audited)			(Audited)
ASSETS
Current Assets
Cash	$	43,080		$	8,190
Accounts Receivable		40,041			102,955
Total Current Assets		83,121			111,145

Other Assets
Intangible assets, net (Note 4 )		174,506			628,934
Prepaid expenses and deposits		45,000			4,432
Total Other Assets		219,506			633,366
Total Assets	$	302,627		$	744,511

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable	$	158,617		$	847,656
Accrued Expenses		230,399			568,701
Dividend Payable		264,665			-
Notes Payable (Note 3 )		1,030,105			1,128,286
Total Current Liabilities		1,683,786			2,544,643

Total Liabilities		1,683,786			2,544,643

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock B, $.01 par value, 10,000,000 authorized: 1,369,643 shares issued and outstanding		13,696			-
Preferred stock, $1 par value, 10,000,000 authorized: 1,152,000 shares issued and outstanding		1,152,000			-
Common stock, $.001 par value, 500,000,000 authorized: 314,956,578 shares issued and outstanding		314,957			140,683
Additional paid in capital		1,505,571			9,487,347
Retained Earnings (Deficit)		(4,367,383	)		(10,035,241	)

Total Stockholders' Equity (Deficit)		(1,381,159	)		(407,211	)

Total Liabilities and Stockholders' Equity (Deficit)	$	302,627		$	2,137,432

NEXT 1, INTERACTIVE, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

	February 29,			February 28,
	2008			2007
	(Audited)			(Audited)
Sales	$	3,858,142		$	6,457,887

Cost of goods sold		1,879,301			4,874,846

Gross Profit		1,978,841			1,583,041

Operating Expenses
General & administrative		1,372,598			854,145
Salaries & benefits		1,236,700			1,475,246
Bad debt expense (Note 1)		1,279,894			-
Advertising & promotion		172,014			162,686
Interest expense		127,095			54,040
Depreciation & amortization		2,728			24,850

TOTAL EXPENSES		4,191,029			2,570,967

(Loss) before Other Income(Expense)		(2,212,188	)		(987,926	)

OTHER INCOME (EXPENSE)
Loss on forgiveness of debt		(2,273,753	)		-
Impairment of asset (Note 3)		(261,288	)		-
Loss on disposal of assets		(4,373	)		-
TOTAL OTHER INCOME (EXPENSE)		(2,539,414	)		-

NET (LOSS)	$	(4,751,602	)	$	(987,926	)

WEIGHTED AVERAGE SHARES OUTSTANDING		157,478,289			140,682,948

LOSS PER SHARE	$	(0.03	)	$	(0.01	)

NEXT 1 INTERACTIVE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT)

YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

(Audited)

	Common Stock				Preferred Stock				Preferred Stock B				Additional Paid in Capital			Retained Earnings(Deficit)			Total Stockholders' Equity (Deficit)
Balances, March 1, 2007		140,682,948	$	140,683		-	$	-					$	9,487,347			(10,035,241	)	$	(407,211	)

Issuance of preferred stock						1,152,000		1,152,000						-						1,152,000

Issuance of common stock		174,273,630		174,274										2,437,684						2,611,958

Issuance of preferred stock B										1,369,643		13,696								13,696

Recapitalization														(10,684,125	)		10,684,125

Dividend														264,665			(264,665	)		-

Net Loss		-				-											(4,751,602	)		(4,751,602	)

Balances, February 29, 2008		314,956,578	$	314,957		1,152,000	$	1,152,000		1,369,643	$	13,696	$	1,505,571			(4,367,383	)	$	(1,381,159	)

100

NEXT 1 INTERACTIVE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY 28, 2007

	February 29,			February 28,
	2008			2007
	(Audited)			(Audited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(4,751,602	)	$	(987,926	)

Depreciation and amortization		2,728			24,850
Loss on impairment of asset		261,288			-
Loss on forgiveness of debt related party		2,273,753			-
CHANGES IN OPERATING ASSETS AND LIABILITIES
Decrease in Trade Accounts Receivable		154,681			25,147
Decrease in Prepaid Expenses and Other Current Assets		118,055			-
Decrease in Note Receivable		20,000			-
Decrease in Accounts Payable		(1,129,049	)		(58,477	)
Decrease in Accrued Expenses		(248,753	)		(32,541	)

Net Cash used in Operating Activities		(3,298,899	)		(1,028,947	)
-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Long Term Debt					144,168
Payments on Long Term Debt		(530,736	)		-
Net Cash Provided by Financing Activities		(530,736	)		144,168

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) Decrease in other assets		100,567			(197,966	)
Proceeds from sale of common stock		2,611,958			879,179
Proceeds from sale of preferred stock		1,152,000			-
Net Cash Used by Investing Activities		3,864,525			681,213

NET DECREASE IN CASH		34,890			(203,566	)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		8,190			211,756

CASH AND CASH EQUIVALENTS - END OF YEAR	$	43,080		$	8,190

101

NEXT 1, INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Business Operations and Significant Accounting Policies

Financial Reporting

The Company prepares its financial statements in conformity with accounting principles generally accepted 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.

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, accounts payable and accrued expenses, debenture and loans payable approximate their fair market value based on the short-term maturity of these instruments.

Accounts Receivable

The Company extends credit to its customers in the normal course of business. Further, the Company regularly reviews outstanding receivables, and provides 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. Bad debt expense for the year ended February 29, 2008 was $1,279,894 consisting primarily of accounts receivable write-offs for the Las Vegas office which was closed and deferred compensation for a consultant that was terminated, and fees and other receivables relating to sales generated in a call center that went out of business. On February 29, 2008 the company wrote off $2,273,753 of intercompany loans and advances as Forgiveness of Debt. Because of the nature of the intercompany transactions which are treated as an eliminating entry in consolidated financial statements, there was no impact on the balance sheet.

102

NEXT 1 INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. Accelerated methods of depreciation are generally used for income tax purposes. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the term of the 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.

Other Intangible Assets

Acquired intangible assets are separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented or exchanged, regardless of the Company’s intent to do so.

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 are billable.

Travel: Gross 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.

Travel Magazine: Subscription revenue is unearned revenue and is recognized on a net proportionate basis over the life of the subscription. Adjustments are made to gross revenue for refunds and allowance for doubtful accounts.

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.

103

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 evaluates each of these criteria as follows:

� Evidence of an arrangement. We consider an insertion order signed by the client or its agency to be evidence of an arrangement.

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 Websites, and increase brand awareness for The Home and Away Network and Next Trip Radio.

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. Upon the launch of The Home and Away Network costs will also include network expenses, including fees we pay for co-location services, depreciation of network equipment, payments made to affiliate partners of the Home and Away Network, and salary expenses associated with network operations staff.

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 year ended February 29, 2008 was $172,014.

104

NEXT 1 INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basic and Diluted Net Income (Loss) Per Share

The Company presents “basic” and, if applicable, “diluted” earnings (loss) per common share pursuant to the provisions of Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS 128”) and certain other financial accounting pronouncements. Basic earnings (loss) per common share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding during each period. The calculation of diluted earnings (loss) per common share is similar to that of basic earnings (loss) per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, such as those issuable upon the conversion of debentures, were issued during the period.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.

Stock based compensation

The Company accounts for employee and non-employee stock awards under SFAS 123(r), whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. The Company did not pay any stock-based compensation during the period presented.

Accounting for Warrants and Freestanding Derivative Financial Instruments

The Company evaluates its warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under Statement of Financial Accounting Standards 133 “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”) and related interpretations including EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” (“EITF 00-19”). If the warrant is determined to be a derivative, the fair value of the warrants is marked-to-market each balance sheet date and recorded as a liability. The change in fair value of the warrants is recorded in the Statement of Operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under FAS 133 are reclassified to liability at the fair value of the instrument on the reclassification date. In the event that the warrants are determined to be equity, no value is assigned for financial reporting purposes.

105

NEXT 1 INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets and Related Impairment of Long-lived Assets

Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of shall be classified as held for sale and are reported at the lower of the carrying amount or fair value less costs to sell.

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 bases 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.

106

NEXT 1 INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. FAS 157 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.

Note 2 - Notes Payable

Notes payable at February 29, 2008 consists of short term notes with interest rates ranging from 4% to 12% and collateralized by shares of the Company’s common stock. Subsequent to the balance sheet date, the majority of the notes were converted to shares of common stock.

Note 3 - Intangible 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.

Intangible assets consist of the following at February 29, 2008:

Travel Magazine Website	$	664,064
Echo software		695,044
		1,359,108
Less accumulated amortization		(1,184,602	)
	$	174,506

During the year ended February 29, 2008, the assets were adjusted to their appraised value by recording a loss due to impairment of $ 261,288.

107

NEXT 1 INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Income taxes

As of February 29, 2008, the Company had approximately $11,161,192 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 29, 2008.

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the period ended February 29, 2008:

	Amount:
Tax benefit computed at “expected” statutory rate	$	379,000
State income taxes, net of benefit		0
Other permanent differences		0
Increase in valuation allowance		(379,000	)
Net income tax benefit	$	-

Note 5 - Going Concern

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $4,367,383 and a working capital deficit of $1,600,665 at February 29, 2008, net losses for the year ended February 29, 2008 of $4,751,602 and cash used in operations during the year ended February 29, 2008 of $3,565,235. While the Company is attempting to increase sales, the growth has not been significant enough to support the Company’s daily operations. In order to raise funds, the Company has continued to raise funds through private placements with third party. Management may attempt to raise additional funds 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 6 – Subsequent Events

We were initially incorporated as Extraordinary Vacations Group, Inc. in the state of Delaware on June 24, 2002. Effective October 9, 2008, we entered into a share exchange agreement with Maximus Exploration Corporation, a Nevada corporation (“MAXIMUS”). Under the terms of the share exchange agreement, we acquired 100% of the outstanding common stock of MAXIMUS in exchange for 13,000,000 shares of common stock of our wholly owned subsidiary, Extra Ordinary Vacations USA, Inc. (EVUSA). As of October 9, 2008, upon completion of the share exchange, the former shareholders of MAXIMUS owned, on a fully diluted basis, approximately 97.2% of the outstanding common stock of EVUSA, which resulted in a change in control. On October 9, 2008 MAXIMUS changed its name to Next 1, Interactive, Inc. The transaction was accounted for as a reverse merger and recapitalization whereby EVUSA, which became a wholly-owned subsidiary of Next 1, was deemed to be the acquirer for accounting purposes.

Loss per share calculations has been revised for all periods to reflect the capital structure of Maximus.

108

[OUTSIDE BACK COVER OF PROSPECTUS]

NEXT 1 INTERACTIVE, INC.

4,757,099 SHARES COMMON STOCK

TABLE OF CONTENTS

Item		Page
Summary		5

Risk Factors		11

Description of Business		19

Description of Properties		35

Legal Proceedings		35

Use of Proceeds		36

Determination of Offering Price		36

Dilution		36

Selling Stockholders		37

Plan of Distribution		51

Directors, Executive Officers, Promoters and Control Persons		52

Security Ownership of Certain Beneficial Owners and Management		56

Description of Securities		58

Interest of Named Experts and Counsel		61

Experts		61

Disclosure of Commission Position of Indemnification for Securities Act Liabilities		61

Organization Within Last Five Years		62

Management’s Discussion and Analysis of Financial Condition and Results of Operations		63

Certain Relationships and Related Transactions and Corporate Governance		81

Market for Common Equity and Related Stockholder Matters		82

Changes in and Disagreements with Accountants and Financial Disclosure		83

Where You Can Find More Information		84

Financial Statements		85

109

Until ninety days after the date this registration statement is declared effective, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

110

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Expenses (1)	Amount US($)
SEC Registration Fee	$	561
Transfer Agent Fees	$	2,000
Accounting Fees and Expenses	$	32,000
Legal Fees and Expenses	$	25,000
Printers	$	5,000
Miscellaneous	$	0.00
Total	$	64,561

(1) All amounts are estimates, other than the SEC's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be paid by the Selling Stockholders. The Selling Stockholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation provide for indemnification to the full extent permitted by the laws of the State of Nevada for each person who becomes a party to any civil or criminal action or proceeding by reason of the fact that he, or his testator, or intestate, is or was a director or officer of the corporation or served any other corporation of any type or kind, domestic or foreign in any capacity at the request of the corporation.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction.

We have no other indemnification provisions in our Certificate of Incorporation, Bylaws or otherwise specifically providing for indemnification of directors, officers and controlling persons against liability under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Prior to 2008, we issued 61,361 shares of common stock to Bill Kerby, our President, Chief Executive Officer and Chairman, for services rendered. We issued these shares upon the exemption of the registration requirements of 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.

In 2008, we issued 2,610,951 shares of common stock to Bill Kerby, our President, Chief Executive Officer and Chairman, for services rendered. We issued these shares upon the exemption of the registration requirements of 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.

111

On August 1, 2008, we issued 40,000,000 shares of common stock to Bradley Heureux, our former Chief Marketing Officer and Director, in consideration for the purchase of Brands On Demand. We issued these shares upon the exemption of the registration requirements of 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.

On August 1, 2008, we issued 10,000,000 shares of common stock to Mr. Heureux in consideration for his employment contract. We issued these shares upon the exemption of the registration requirements of 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.

On August 1, 2008 we issued 10,000,000 shares of common stock to Anthony Byron, our Chief Operating Officer, Secretary and Director, in consideration for services rendered. We issued these shares upon the exemption of the registration requirements of 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.

On August 28, 2008, we issued 15,700,000 shares of common stock to David Fisher, our former Chief Financial Officer (June 3, 2008 to November 16, 2008), in consideration for services rendered. We issued these shares upon the exemption of the registration requirements of 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.

On November 6, 2008, we issued 293,820 shares of common stock to David Fisher in consideration for services rendered. . He received a base salary of $210,000 of which a portion was paid in stock. We issued these shares upon the exemption of the registration requirements of 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.

On November 6, 2008, we issued 664,000 shares of common stock to Bradley Heureux, our former Chief Marketing Officer and Director, in consideration for the acquisition of Brands on Demand. We issued these shares upon the exemption of the registration requirements of 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.

On November 6, 2008, we issued 697,814 shares of common stock to Anthony Byron, our Chief Operating Officer, Secretary and Director, in consideration for services rendered. We issued these shares upon the exemption of the registration requirements of 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.

On October 9, 2008, we merged with Maximus Exploration Corp. (“Maximus”), a reporting shell company, pursuant to a Share Exchange Agreement (the “Exchange Agreement”) between Maximus, Extraordinary Vacation Group, Inc., a Nevada corporation ("EXVG"), our wholly-owned company, and EXVUSA, wholly-owned subsidiary of EXVG. Pursuant to the 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. These shares were issued pursuant to the exemptions from the registration requirements of 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.

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. These shares were issued pursuant to the exemptions from the registration requirements of 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.

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. These shares were issued pursuant to the exemptions from the registration requirements of 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.

112

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, in consideration for services rendered. These shares were issued pursuant to the exemptions from the registration requirements of 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.

In 2008, we issued 6,000,000 shares of common stock to Bill Kerby, our President, Chief Executive Officer and Chairman, for services rendered. We issued these shares upon the exemption of the registration requirements of 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.

ITEM 16. EXHIBITS

Exhibit Number		Description of Exhibits

3.1		Articles of Incorporation of Maximus *

3.1.1		Amended Articles of Incorporation of Maximus *

3.1.2		Amendment to the Articles of Incorporation of Maximus

3.2.1		Bylaws of Next 1 Interactive, Inc.*

3.2.2		Bylaws of Extraordinary Vacations USA, Inc.

4.1		Form of Common Stock Certificate

4.2		Certificate of Designations of Series A 10% Cumulative Convertible Preferred Stock of Next 1 Interactive, Inc.

5.1		Legal Opinion of The Sourlis Law Firm

10.1		Share Transaction Purchase Agreement dated September 24, 2008 between EXVG, EVUSA and Maximus

10.2		Employment Agreement between the Company and William Kerby

10.3		Employment Agreement between the Company and Teresa McWilliams

10.4		Consulting Agreement between the Company and Anthony Byron

14.1		Code of Ethics

113

Exhibit Number		Description of Exhibits

14.2		Code of Business Conduct

16.1		Letter, dated October 10, 2008, by Malone & Bailey, P.C., registered independent public auditors***

23.1		Consent of Kramer, Weisman and Associates, LLP, certified public accountants

23.2		Consent of The Sourlis Law Firm (included in Exhibit 5.1)

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

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

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

114

ITEM 17. UNDERTAKINGS

Rule 415 Offering. Include the following if the securities are registered pursuant to Rule 415 under the Securities Act:

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided however, That:

Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

115

If the Company is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the Company includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

If the Company is relying on Rule 430B (Section 230.430B of this chapter):

Each prospectus filed by the Company pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

ii.

If the Company is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

116

That, for the purpose of determining liability of the Company under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

117

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Weston, Florida, United States, on March 12, 2009.

		NEXT 1 INTERACTIVE, INC.

	By:	/s/ WILLIAM KERBY
		William 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	March 12, 2009
William Kerby	(Principal Executive Officer)

/s/ TERESA MCWILLIAMS	Chief Financial Officer	March 12, 2009
Teresa McWilliams	(Principal Financial and Accounting Officer)

/s/ JAMES WHYTE	Chairman of the Board	March 12, 2009
James Whyte

/s/ ANTHONY BYRON	Chief Operating Officer, Secretary and Director	March 12, 2009
Anthony Byron

118

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

Title of Each Class of Securities to be Registered		Amount to be Registered (1)					Proposed Maximum Offering Price Per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common Stock, Par value $0.00001 per share				4,757,099	(2)		$	3.00			$	14,271,297			$	561	(3)

	For the Three Months Ended November 3,					For the Nine Months Ended November 30,						For the Fiscal Year Ended
	2008 (Unaudited)		2007 (Unaudited)			2008 (Unaudited)			2007 (Unaudited)			February 29, 2008 (Audited)			February 28, 2007 (Audited)

Statement of Operations:
Revenue		985,195	$	1,876,079		$	283,284		$	557,000		$	3,858,142		$	6,457,887

Net Income (Loss)		337,009	$	(635,244	)	$	(1,758,801	)	$	(1,366,305	)	$	(4,751,602	)		(987,926	)

Net Earnings (Loss) Per Share of Common Stock, basic and diluted	$	0.04	$	(0.01	)		0.00			(0.01	)		(0.03	)		(0.01	)

	Next 1 Interactive Inc. Investor Site:		www.n1ii.com
	NextTrip.com Site:		www.NextTrip.com
	NextTrip Radio Site:		www.NextTripRadio.com
	NextTrip TV Site:		www.NextTripTV.com
	NextTrip Affiliates:		http://nexttrip.com/affiliate-program.aspx
	Maupintour Site:		www.Maupintour.com
	Cruise Shoppe Site:		www.CruiseShoppes.com
	Home Preview Channel Site:		www.HPCTV.com
	Brands On Demand:		www.BrandsOnDemand.com

The Issuer:		Next 1 Interactive, Inc., a Nevada corporation (OTCBB: NXOI)

Selling Stockholders:		The Selling Stockholders named in this prospectus are existing stockholders of our company who received shares of our common stock exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, under Section 4(2) of the Securities Act.

Securities Being Offered:		Up to 4 4,757,099 shares of our common stock, par value $0.00001 per share, from time to time on a delayed or continuous basis. All of the shares being offered are held by non-affiliates of the Company.

Offering Price:		The offering price of the common stock is $3.00 per share. We have arbitrarily established the offering price of the shares. Our common stock is currently quoted on the OTC Bulletin Board under the ticker symbol “NXOI”; and we are a reporting entity under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the Selling Stockholders. The offering price would thus be determined by market factors and the independent decisions of the Selling Stockholders.

Minimum Number of Shares to Be Sold in This Offering:		None

Common Stock Outstanding Before and After the Offering:		24,678,167 shares of our common stock are issued and outstanding as of the date of this prospectus and will continue to be issued and outstanding upon the completion of this offering. All of the common stock to be sold under this prospectus will be sold by existing stockholders. We are registering 4,757,099 shares of the 18,964,735 shares of common stock held by non-affiliates in this registration statement. This represents approximately 25.1% of the Company’s issued and outstanding shares of common stock held by non-affiliates.

Use of Proceeds:		We will not receive any proceeds from the sale of the common stock by the Selling Stockholders. All of the proceeds of the offering will go to the Selling Stockholders. We will pay all expenses in connection with the registration of the common stock.

Risk Factors:		See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

	(1)	Pursuant to Rule 416 of the Securities Act of 1933, as amended (or the “Securities Act”), there are also being registered an indeterminate number of additional shares of common stock as may become offered, issuable or sold to prevent dilution resulting from stock splits, stock dividends or similar transactions.

	(2)	Pursuant to Rule 415 of the Securities Act, these securities are being offered by the Selling Stockholders named herein on a delayed or continuous basis.

	At November 30, 2008 (Unaudited)		At February 29, 2008 (Audited)			At February 28, 2007 (Audited)
Balance Sheet
Cash and Cash Equivalents	$	97,051	$	43,080		$	8,190
Total Assets	$	17,458,669	$	302,627		$	744,511
Total Liabilities	$	2,408,612	$	1,683,786		$	2,455,643
Total Stockholders’ Equity (Deficit)	$	15,050,056	$	(1,381,159	)	$	(407,211	)

	•	Entrance into markets in which we have no direct prior experience; and

	•	Impairment of goodwill or other intangible assets arising from our acquisitions.

	(i)	our current products, product concepts or programming will continue to be popular for any significant period of time;

	(ii)	new products, product concepts or programming we represent or produce will achieve and or sustain popularity in the marketplace;

	(iii)	a product’s life cycle will be sufficient to permit us to recover revenues in excess of the costs of advance payments, guarantees, development, marketing, royalties and other costs relating to such product; or

Entity:		Website:

Travelfish		http://www.travelfish.org

NextTrip.com		http://www.nexttrip.com

Travelhappy		http://travelhappy.info

Divehappy		http://divehappy.com

World Golf Network		http://www.worldgolf.com

FlyerTalk		http://www.flyertalk.com

World66		http://www.world66.com

TrekEarth		http://www.trekearth.com

BritishExpats		http://britishexpats.com/

GoNOMAD.com		http://www.gonomad.com

Entity:		Website:

Kayak		http://www.kayak.com

NextTrip Radio		http://www.nexttripradio.com

Theme Park Insider		http://www.themeparkinsider.com

ShermansTravel		http://www.shermanstravel.com

Cruise.com		http://www.cruise.com

Raw Story		http://rawstory.com

	1)	Next 1 owns or controls nearly 3000 hours of video content representing over 400 destinations around the world. This content represents significant leverage in continuing to build the Travel Ad Network, since consumer sites need video, and most do not have it.

	2)	Next 1’s control of a digital cable TV network in the real estate vertical category, with current access to 4 million digital cable homes representing 10 million potential viewers, in Comcast markets; the network has significant expansion potential.

	3)	Brands On Demand management has been selling advertising in the new media arena since 1996, and has relationships with high-level media buyers and new media specialists at many key ad agencies.

	4)	Next 1 has aggregated, through its various assets and relationships, access to rich media banner ad inventory of nearly 1 billion monthly impressions across multiply vertical audience segments, including up to 180 million video views as potential advertising inventory generated by Company content.

	5)	Next 1’s travel companies are established and well-respected in the travel industry, affording us the ability to leverage its long-standing relationships with major travel industry suppliers who are also major travel industry advertisers.

	6)	Next 1’s competitors appear to be operating on “web 1.0” technologies, and our Company’s recent entry actually imbues it with technology advantages as our Company is able to build on “web 2.0” technology platforms.

	7)	Next 1 is a first mover bringing together rich media, video, web radio, interactive TV, showcases, search and ecommerce solutions and has combined these characteristics a unique digital media platforms to offer an increased value proposition to consumers, publishers and advertisers.

	8)	Next 1 has embraced the principle of “co-competition”(cooperating with the competition), a model by which competitors engage in legally-permitted alliances; for example, several of Next 1’s competitors in the travel and online ad network businesses have agreed to cooperate with NextTrip on key fronts for mutual traffic and ad sales revenue generation.

TRADEMARKS
Trademark:	Serial No.:		Status:	Owner:	Date of Issuance:	Date of Expiration:
Cable TV		78949226	Good Standing	Next 1 Interactive Inc.	12/11/08	6/17/09
Home Preview Channel		78949249	Good Standing	Next 1 Interactive Inc.	12/17/08	6/17/09

DOMAIN NAME
Domain Name:		Owner:
www.n1ii.com		Next 1 Interactive, Inc.
www.NextTrip.com		Next 1 Interactive, Inc.
www.NextTripTV.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.Brands on Demand.com		Next 1, Interactive, Inc.

Name (1)	No. of Shares Beneficially Owned		% of Outstanding Before Offering (2)			No. of Shares Being Registered		% of Shares being Registered			No. of Shares Owned After Registration		% of Outstanding After Offering (2)
1120423 ONTARIO LTD (3)		45,467		0.18	%		11,367		0.05	%		34,101		0.14	%
582284 Ontario Ltd (4)		117		0.00	%		29		0.00	%		87		0.00	%
2086680 ONTARIO INC (5)		5,810		0.02	%		1,453		0.01	%		4,358		0.02	%
6327451 CANADA LIMITED (6)		7,304		0.03	%		1,826		0.01	%		5,478		0.02	%
A3VENTURES II LLC (7)		113,984		0.46	%		28,496		0.12	%		85,488		0.35	%
ABM INVESTMENTS (8)		16,600		0.07	%		4,150		0.02	%		12,450		0.05	%
ALLPENNYSTOCK.COM MEDIA INC		166		0.00	%		42		0.00	%		125		0.00	%
DAVID ANAYA		12		0.00	%		3		0.00	%		9		0.00	%
ANITA ANDERSON		4,150		0.02	%		1,038		0.00	%		3,113		0.01	%
KEVIN ANDERSON PROF CORP.		166		0.00	%		42		0.00	%		125		0.00	%
OTHA STAN ANDERSON TOD SUBLECT TO STA		5		0.00	%		1		0.00	%		4		0.00	%
ANNA ANDREOLA		208		0.00	%		52		0.00	%		156		0.00	%
KAREN M. ANDREOLA		1,682		0.01	%		421		0.00	%		1,262		0.01	%
YASIR ASSAF		125		0.00	%		31		0.00	%		93		0.00	%
DOMINIC AVERSA		332		0.00	%		83		0.00	%		249		0.00	%
AYI AYAYI		10,460		0.04	%		2,615		0.01	%		7,845		0.03	%
KEITH BANK TRUST (9)		14,896		0.06	%		3,724		0.02	%		11,172		0.05	%
BANK SCS ALLIANCE SA		28,753		0.12	%		7,188		0.03	%		21,565		0.09	%

(1)	The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table.
(2)	Applicable percentage of ownership is based on 24,611,500 shares of common stock outstanding.
(3)	Shelly Shifman has voting and dispositive control over 1120423 Ontario
(4)	Bennett Kurtz has voting and dispositive control over 582284 Ontario Ltd.
(5)	Mark Bates has voting and dispositive control over 2086680 Ontario, Inc.
(6)	Ken MacAlpine has voting and dispositive control over 6327451Canada Ltd. Ken MacAlpine has voting and dispositive control over 6327451Canada Ltd.
(7)	Al Jordan has voting and dispositive control over A3 Ventures II,LLC
(8)	Owen Menzel has voting and dispositive control over ABM Investments
(9)	Keith Bank has voting and dispositive control over Keith Bank Trust

(10)	Les Thompson has voting and dispositive control over Cardel Services
(11)	James Collins has voting and dispositive control over Collins Family Limited Partnership
(12)	Grant Gund has voting and dispositive control over Coopermine Capital, LLC
(13)	Michael Bayback has voting and dispositive control over Global Consulting Group, Inc.
(14)	Since July 1, 2008, Will Forhan has been serving as a Consultant to the Company, providing Investor Relations and SEC Compliance services.
(15)	Art Goldner has voting and dispositive control over Goldner Family Limited Partnership
(16)	Warren Golden has voting and dispositive control over Hollygold Enterprises LP.
(17)	Richard Hulina has voting and dispositive control over Hulina Family Limited Partnership
(18)	Keith Bank has voting and dispositive control over KB Partners
(19)	Ken MacAlpine has voting and dispositive control over KIF Capital Corp.
(20)	Otto Kjeldson has voting and dispositive control over Kjeldson Holdings Ltd.
(21)	Keith Bank has voting and dispositive control over Keith Bank Trust
(22)	Aaron Lehman has voting and dispositive control over LSP Partners LP.
(23)	Andy Goodwin has voting and dispositive control over Mac & Co.
(24)	Tom Matlak has voting and dispositive control over Megunticook Fund II, LLC
(25)	Tom Matlik has voting and dispositive control over Megunticook Side Fund II, LLC
(26)	Derrick Bunvain has voting and dispositive control over Midlothian Ltd.
(27)	E.J. Bell has voting and dispositive control over Midwest Fence Corp.
(28)	Arthur Goldberg has voting and dispositive control over Myhern Media, Inc.
(29)	William Elworthy has voting and dispositive control over Northwestern University
(30)	Jim Dugan has voting and dispositive control over OCA Venture Partners, L.P.
(31)	Monish Luthsa has voting and dispositive control over Odysseus Solutions LLC.
(32)	Nandy Sarda has voting and dispositive control over Pro Equity Inc.
(33)	N.L. Ragir has voting and dispositive control over M.J. & N.L. Ragir Foundation
(34)	Mark Rider has voting and dispositive control over The Rider Group
(35)	Mark Rider has voting and dispositive control over The Rider Group Inc.
(36)	Judy Kenswiel has voting and dispositive control over San Diego Equity Inc.
(37)	Georgio Sakarino has voting and dispositive control over Staurnino Production Services
(38)	Gregory Sichenzia has voting and dispositive control over Sichenzia Ross Friedman Ference LLP
(39)	Andreas Oberle has voting and dispositive control over Temuco Ltd.
(40)	Andra Boliker has voting and dispositive control over Wardenclyffe LLC
(41)	Derrick Buntain has voting and dispositive control over Witvoet Ltd.

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

William Kerby — Chief Executive Officer and Vice Chairman (Principal Executive Officer)		51	2008

Teresa McWilliams — Chief Financial Officer (Principal Financial/Accounting Officer)		53		N/A

Anthony Byron — Chief Operating Officer, Secretary and Director		55	2008

	·	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.

	·	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

	·	August 2008 to Present: Next 1 Interactive, Inc. Chief Operating Officer, Secretary and Director
	·	1986 - 2008 worked for Meridican Incentive Consultants d/b/a Meridican Travel Inc. as President to August 1, 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		2008	0		0	0		0	0		0	0		0
Chairman of the Board		2007	0		0	0		0	0		0	0		0

William Kerby CEO and Vice Chair (1)		2008 2007	300,000 240,000		60,000	0 0		0 0	0 0		0 0	14,400 14,400		314,400 254,400

David Fisher		2008	44,000		0	52,250		0	0		0	0		96,250
Former CFO(2)		2007	0		0	0		0	0		0	0		0

Bradley Heureux		2008	150,000		0	100,000		0	0		0	0		250,000
Former CMO and Director (3)		2007	0		0	0		0	0		0	0		0

Anthony Byron		2008	150,000		100,000	90,000		0	0		0	0		340,000
COO and Director (4)		2007	0		0	0		0	0		0	0		0

Teresa McWilliams		2008	12,500		0	0		0	0		0	0		12,500
CFO (5)		2007	0		0	0		0	0		0	0		0

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Owner			Percent of Class(1)

Common Stock	James Whyte		1,674,100			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			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		4,993,340			20.2	%
Series A Preferred Stock	(4 persons)		504,762			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 prospectus. The percentage of Series A Preferred Stock held by each person is based on 504,763 shares of Series A Preferred Stock issued and outstanding as of this date of this prospectus. 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 697,814 shares individually, and his spouse Liana Byron owns 10,475. Due to this relationship, Anthony Byron beneficially owns 708,289 shares of common stock of the Company.

Calendar Year Ended December 31,	Shares Sold:		Purchase Price:		No. of Investors:		Aggregate Purchase Price
2008		501,327,531	$0.005 per share			58	$	2,650,500
2007		230,743,988	$0.007 per share			65	$	1,709,313
2006		2,359,761	$0.11 per share			16	$	263,070
Total		734,431,280		—		—	$	4,622,883

Next 1 Interactive Inc. investor Site:	www.n1ii.com
Next Trip.com Site:	www.NextTrip.com
Next Trip Radio Site:	www.NextTripRadio.com
NextTrip TV Site:	www.NextTripTV.com
Next Trip Affiliates:	http://nexttrip.com/affiliate-program.aspx
Maupintour Site	www.Maupintour.com
Cruise Shoppe Site:	www.CruiseShoppes.com
Home Preview Channel Site:	www.HPCTV.com
Brands on Demand Site:	www.BrandsOnDemand.com

	November 30, 2008			February 29, 2008
	(Unaudited)			(Audited)
Current Assets
Cash	$	97,051		$	64,369
Accounts receivable		91,618			48,249
Prepaid expenses and other current assets		373,139			-
Security Deposits		50,433			120,000
Total current assets		612,241			232,618

Fixed Assets, net		831,883			176,911
Intellectual Property		16,014,545			-
Total assets	$	17,458,669		$	409,529

Current Liabilities
Accounts payable and accrued expenses	$	1,332,831		$	793,311
Related party notes payable		825,781			899,255
Convertible promissory notes		250,000			250,000
Total current liabilities		2,408,612			1,942,566

Shareholders' Equity

Common stock, $.00001 par value; 200,000,000 shares authorized; 24,611,500 and 314,957 shares issued and outstanding at November 30, 2008 and December 31, 2007, respectively		4,365,370			314,957
Preferred stock, $1 par value; 100,000,000 authorized; 504,000 and 1,152,000 shares issued and outstanding at November 30, 2008 and February 28, 2008, respectively		504,000			1,152,000
Preferred stock B, $.0001 par value; 10,000,000 authorized; 0 and 1,369,643 shares issued and outstanding at November 30, 2008 and February 28, 2008, respectively					13,696
Additional paid-in-capital		15,036,872			5,357,967
Accumulated deficit		(4,856,186	)		(8,371,656	)
Total shareholders' equity (deficit)		15,050,056			(1,533,036	)

Total liabilities and shareholders' equity (deficit)	$	17,458,669		$	409,529

	Three Months Ended						Nine Months Ended
	November 30						November 30
	2008			2007			2008			2007

Sales	$	985,195		$	1,876,079		$	2,365,568		$	3,671,483
Cost of Sales		227,815			1,270,059			1,581,874			2,508,463
Gross profit		757,380			606,020			783,694			1,163,020

Operating expenses
Sales and marketing		(1,512	)		-			39,784			-
General and administrative		423,390			1,241,265			2,113,034			3,316,586
Total operating expenses		421,878			1,241,265			2,152,818			3,316,586

Operating income (loss)		335,503			(635,244	)		(1,369,124	)		(2,153,566	)

Interest income		1,506			-			-			-
Other extraordinary income		-			-			-			1,283,539
Interest expense		-			-			(47,560	)		-
Depreciation		-			-			(23,000	)		-
Other extraordinary expense		-			-			-			(1,133,382	)
Total other expense		1,506			-			(70,560	)		150,157

Net Profit (Loss)	$	337,009		$	(635,244	)	$	(1,439,684	)	$	(2,003,409	)

Weighted average number of shares outstanding		7,724,516			77,183,841			7,724,516			77,183,841

Basic and diluted net loss per share	$	0.04		$	(0.01	)	$	(0.19	)	$	(0.03	)

TEN COM	—as tenants in common	UNIF MIN ACT	—Custodian under Uniform Gives to Minor Act [State]
TEN ENT	—as tenants by the entireties
JT TEN	—as joint tenants with the right of survivorship and not as tenants in common

Virginia K. Sourlis, Esq., MBA*	The Galleria
Philip Magri, Esq.+	2 Bridge Avenue
Joseph M. Patricola, Esq.*+ #	Red Bank, New Jersey 07701
	(732) 530-9007 Fax (732) 530-9008
	www.SourlisLaw.com
* Licensed in NJ	Virginia@SourlisLaw.com
+ Licensed in NY
# Licensed in DC