SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Monaco Donald P (Last) (First) (Middle) 201 W. PASSAIC STREET, SUITE 301 (Street) ROCHELLE PARK NJ 07662 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REALBIZ MEDIA GROUP, INC [ RBIZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/19/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year) 12/16/2015	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/30/2015	11/30/2015	A		6,000,000	A	$0.05	9,587,302	I	See footnote(1)
Common Stock	11/19/2015	11/19/2015	A		1,000,000	A	$0.05(2)	3,587,302	I	See footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$0.05	11/30/2015		A		6,000,000		11/30/2015	11/30/2016	Common Stock	6,000,000	$0.05	6,000,000	I	See footnote(1)
Monaker Group, Inc. Convertible Debt	(6)	11/20/2015	11/20/2015	M			$975,000(6)	(6)	(6)	Common Stock	(6)	(6)	0(6)	I(6)	See footnote(6)
Series C Preferred Stock	$0.05(3)							08/06/2015	(4)	Common Stock	2,000,000		20,000	I	See footnote(3)
Monaker Group, Inc. Series A Preferred	(5)							01/30/2012	01/30/2012	Common Stock	10,750,000		1,075,000	I	See footnote(5)

Explanation of Responses:

1. Donald P. Monaco is the owner and control person of Monaco Investment Partners, LP, the owner of the above referenced security.

2. The Reporting Person agreed to cancel indebtedness under a $50,000 promissory note dated August 28, 2015 and due February 28, 2016 in consideration of the shares

3. Mr. Monaco is the control person of Monaco Investment Partners, II, LP, the owner of the Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into that number of shares of common stock as is determined by dividing (A) the stated value ($5) by (B) the conversion price then in effect ($0.05). In addition, the Series C Preferred vote with the common stockholders and ach holder of Series C Preferred Stock is entitled to the number of votes equal to one hundred (100) votes for each share of common stock into which the Series C can be converted. Accordingly, Mr. Monaco's shares of Series C Preferred entitle him to 200 million votes on any matter presented to the holders of common stock for a vote.

4. Not applicable.

5. Mr. Monaco is the indirect principal of (i) 575,000 shares of Monaker Group Inc. Series A Preferred Stock owned directly by the Monaco Investment Partners II, LP and (ii) 500,000 shares of Monaker Group, Inc. Series A Preferred Stock owned directly by the Donald P Monaco Insurance Trust. Mr. Monaco is the indirect beneficial owner of these aggregate 1,075,000 shares of Monaker Group, Inc. Series A Preferred Stock that are convertible into10,750,000 shares of common stock (the "Common Stock") of RealBiz Media Group, Inc. (the "Company"). Each share of Monaker Group, Inc. Series A Preferred Stock is convertible into 10 shares of the Issuer's Common Stock.

6. The Amendment is being filed to report the retirement of the Monaker Group Inc. Convertible Debt on November 20, 2015. This debt by its terms was convertible into either (i) Monaker Group, Inc. securities OR (ii) series B Preferred Stock of the Issuer which was ultimately convertible into 19.5 million shares of the Issuer's common stock. The reporting person converted this debt into securities of Monaker Group, Inc. on November 20, 2015 and accordingly no shares of the Issure's stock were issued upon such conversion and retirement.

	/s/ Donald P. Monaco	02/09/2016
	** Signature of Reporting Person	Date
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