10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: February 29, 2020

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

For the transition period from to

Commission File No. 001-38402

MONAKER GROUP, INC.

(Exact name of registrant as specified in its charter)

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

2893 Executive Park Drive
Suite 201
Weston, Florida 33331
(Address of principal executive offices)

(954) 888-9779
(Registrant’s telephone number)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 Par Value Per Share	MKGI	The NASDAQ Stock Market LLC (Nasdaq Capital Market)

Securities registered under Section 12(g) of the Exchange Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐  Yes  ☒   No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐  Yes  ☒   No  

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒   Yes  ☐  No  

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on August 31, 2019, based on a closing price of $2.15 was approximately $19,605,594.

As of May 29, 2020, the registrant had 13,270,589 shares of its common stock, par value $0.00001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2021 annual meeting of shareholders (the “2021 Proxy”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2021 Proxy will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

TABLE OF CONTENTS

		Page No.:
Forward-Looking Statements		1
Where You Can Find Other Information		1
	PART I
Item 1.	Business	2
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	42
Item 2.	Properties	42
Item 3.	Legal Proceedings	43
Item 4.	Mine Safety Disclosures	44
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities	45
Item 6.	Selected Financial Data	46
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	58
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	61
Item 11.	Executive Compensation	61
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13.	Certain Relationships and Related Transactions, and Director Independence	61
Item 14.	Principal Accountant Fees and Services	61
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	62
Item 16.	Form 10-K Summary	62

FORWARD-LOOKING STATEMENTS

Discussions in this Annual Report on Form 10-K (this “Annual Report”), including those under the captions “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements that involve expectations, plans or intentions (such as those relating to future business, future results of operations or financial condition, new or planned features or services, or management strategies) based on our management’s current beliefs and assumptions. You can identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those discussed under the caption “Risk Factors” of this Annual Report, as well as in our consolidated financial statements, related notes, and the other information appearing elsewhere in this report and our other filings with the Securities and Exchange Commission, or the SEC. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. 

Where You Can Find Other Information

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. The SEC maintains a website (http: //www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically. Additional information about us is available on our website at www.Monakergroup.com. We do not incorporate the information on or accessible through our websites into this filing, and you should not consider any information on, or that can be accessed through, our websites as part of this filing.

In this Annual Report, we may rely on and refer to information regarding the global vacation rental industry in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.

PART I

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Monaker” and “Monaker Group, Inc.” refer specifically to Monaker Group, Inc. and its consolidated subsidiaries including Extraordinary Vacations USA, Inc. (100% interest), NextTrip Holdings, Inc. (100% interest) and Voyages North America, LLC (72.5% interest which was sold in August 2017).

In addition, unless the context otherwise requires and for the purposes of this report only:

● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

● “SEC” or the “Commission” refers to the United States Securities and Exchange Commission;

● “Securities Act” refers to the Securities Act of 1933, as amended; and

● “FYE” means fiscal year end.

1 

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’ as defined in Rule 405 of the Securities Act (“Maximus”). Extraordinary Vacations Group, Inc. (“EXVG”) was incorporated in the State of Nevada in June 2004. Extraordinary Vacations USA Inc. (“EVUSA”), EXVG’s wholly-owned subsidiary, is a Delaware corporation, incorporated on June 24, 2002. On October 9, 2008, EXVG agreed to sell 100% of EVUSA to Maximus and consummated a reverse merger with Maximus. Maximus then changed its name to Next 1 Interactive, Inc. On June 24, 2015, we changed our name to Monaker Group, Inc.

On May 12, 2012, we effected a 1:500 reverse stock-split of all of our outstanding shares of common stock, which has been retroactively reflected herein.

On June 25, 2015, we effected a 1:50 reverse stock-split of all of our outstanding shares of common stock, which has been retroactively reflected herein.

On February 12, 2018, we effected a 1:2.5 reverse stock-split of all of our outstanding shares of common stock, which has been retroactively reflected herein.

Executive Offices and Telephone Number

Our principal executive offices are located at 2893 Executive Park Drive, Suite 201, Weston, Florida 33331 and our telephone number is (954) 888-9779. Our web hosting operations are based in Florida and at Rackspace Hosting, Inc., an off-site hosting facility and our booking engine and websites will be hosted in the cloud with Microsoft Azure. Additional information about us is available on our website at www.monakergroup.com. The information on our website is not incorporated herein by reference.

Overview

Summary

Monaker Group, Inc. and its subsidiaries operate online marketplaces. We believe the most promising part of our business plan is the incorporation of Monaker’s proprietary white label Booking Engine and sizeable alternative lodging rental (ALR) properties into well-established marketplaces (i.e. a business-to-business (B2B) model) thereby facilitating easy access of alternative lodging rentals inventory to contracted global distributor partners.

Our ambition is to become the largest instantly bookable vacation rental platform in the world, providing our ALR inventory to large travel distributors via a B2B model.

Additionally, we plan to provide a superior platform to assist property managers in booking, and broadening the market for, their homes. The Company serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise.

All of Monaker’s ALRs, also commonly referred to as Vacation Rentals are:

i) Controlled by Property Management Companies. This is a key point of differentiation for Monaker, as the sole focus of Property Management Companies is to rent and service their properties, unlike individual home owners who often rent their properties on a casual or part-time basis. We believe working with property managers results in four key benefits:

2 

Ø	All properties are Instantly Bookable (all Property Management Company inventory is integrated into Monaker’s Booking Engine allowing for instant confirmations);
Ø	Higher levels of service for renters (property managers are full-time operators);
Ø	Higher Quality Assurance (property managers generally have an incentive to eliminate trouble properties); and
Ø	Certified Rentable (most property managers are licensed and bonded requiring them to ensure properties are “legal to rent” and are further responsible for paying required taxes on behalf of homeowners.

ii) Exclusively Individual Units. Our vacation homes and residential resort units are never shared, nor do we rent rooms in homes like other ALR companies. All ALR inventory is fully furnished privately owned residential properties, including homes, condominiums, apartments, villas and cabins that property managers rent to the public on a nightly, weekly or monthly basis.

We believe that Monaker’s B2B model of supplying its significant ALR inventory directly to well-established travel distributors has three key benefits being:

Monaker avoids the need to market and try to develop its own direct to consumer brand (which can be expensive). Instead it is able to supply product into well established distribution websites that already have significant customer traffic and bookings.

Monaker has positioned itself uniquely in the ALR sector - which is one of the fastest growth segments within the travel industry. ALR inventory provides a key solution to traditional travel distributors. According to a January 3, 2017 article by Kevin May, the Editor In Chief of PhocusWire, as posted on Tnooz.com (“Private accommodation travel bookings to reach $106 billion by 2018”), it is estimated that roughly 1 out of 5 lodging accommodations in 2018 was an ALR transaction and by most accounts this growth is continuing to accelerate (notwithstanding the current decreases in lodging and travel caused by COVID-19).

Monaker B2B ALR offerings are timely in addressing traditional travel distributors’ needs to protect their client base by allowing them seamless access to ALR products. With the rapid growth of companies like Airbnb, we believe that traditional travel companies are realizing that not having access to this high demand vacation rental inventory means risking the loss of their consumers to other ALR sites. By integrating Monaker’s ALR inventory in a “White Label” solution alongside their existing travel products (i.e., Air/Car/Hotel/Cruise/Tour bookings), it solves a key issue by allowing the customers of traditional travel distributors to complete their entire vacation package booking on their website versus forcing them to go to an ALR website and potentially lose the entire booking.

Monaker’s Direct to Consumer Websites

Monaker has established a direct to consumer presence though a number of websites. While these sites are expected to represent a minor portion of the Company’s revenues moving forward, they do perform two very important functions;

■ The direct to consumer platforms are used for demonstration purposes to show traditional travel companies how ALR products could be integrated into their platforms, and

■ The sites allow consumers to bundle specialty vacation tours and other offerings with ALR products.

These sites include NextTrip.com, providing access to airline, car rental, lodgings and activities products, and include our ALR offering which will unite travelers seeking ALRs located in countries around the world and NextTrip.biz (currently under development), which, when fully operational, will provide a complete tracking solution for business travel as well as discounted air, car, hotel and access to ALR products for business travelers.

3 

Another one of our marketplaces, Maupintour.com, provides concierge tours and activities at destinations and our other marketplace, and EXVG.com, currently provides our high-end ALR offering and will be merged into Maupintour by summer 2020. Our online marketplaces are discussed in greater detail below.

Monaker is a technology-driven Travel Company that has identified and sourced ALR products which it consolidates through its Monaker Booking Engine, allowing for instantly bookable products; this is its distinguishing niche. The ALRs are owned and leased by third parties and are available to rent through Monaker’s websites as well as through other distributors. Monaker’s services include critical elements such as technology, an extensive film library, trusted brands and established partnerships that enhance product offerings and reach. We believe that consumers are quickly adopting video for researching and educating themselves prior to purchases, and Monaker has carefully amassed video content, key industry relationships and a prestigious travel brand as cornerstones for the development and deployment of core-technology on both proprietary and partnership platforms.

Monaker sells travel services to leisure and corporate customers around the world. Our primary focus is to incorporate ALR options into our current offerings of scheduling, pricing and availability information for booking reservations for airlines, hotels, rental cars, as well as other travel products such as sightseeing tours, shows and event tickets, and theme park passes. The Company sells these travel services both individually and as components of dynamically-assembled packaged travel vacations and trips. In addition, the Company provides content that presents travelers with information about travel destinations, maps and other travel details. In February 2018, the Company introduced its new travel platform under the NextTrip brand. This platform continues to be improved with a focus on maximizing the consumer experience and assisting them in the decision and purchasing process.

The platform is a licensed proprietary technology that allows our users to search large travel suppliers of alternative lodging inventories and offers comprehensive and optimal alternatives at the most inexpensive rates to choose from.

In March 2018, the Company introduced Travelmagazine.com, an online travel publication with the aim of giving travelers around the world inspiration for future travel destinations and trips. The publication offers written articles, videos, and podcasts. Moving forward, we hope that Travelmagazine.com will become a central hub of information for travelers who are looking to get detailed information on destinations all around the world. We also plan to move Travelmagazine.com from having content created by a team of staff writers, to a team of worldwide writers who will contribute content for publication in the future, funding permitting. The website is expected to be supported by advertising and allow for promotion of both ALR and Maupintour vacation products.

The Company sells its ALR travel inventory through various distribution channels. The primary distribution channel is through its business-to-business (B2B) channel partners which include sales via (i) other travel companies’ websites and (ii) networks of third-party travel agents. Secondary distribution will occur through the Company’s own websites at NextTrip.com and will be available through NextTripVacations.biz upon its relaunch. Additionally, we will be offering high end ALR products along with specialty travel products and services via Maupintour.com, targeting high value inventory to customers with complex or high-end travel needs. 

Monaker’s core holdings are planned to be streamlined by this summer into 5 key platforms being; the Monaker Booking Engine (MBE), NextTrip.com, NextTrip.biz, Maupintour.com, and TravelMagazine.com.

Ø The Monaker Booking Engine (MBE) is the Company’s proprietary technology and platform providing access to more than 3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. This ALR product can be accessed by other travel distributors using the Company’s API.

4 

Ø NextTrip.com is the primary consumer website, where travel services and products are booked. The travel services and products include tours, activities/attractions, airlines, hotels, and car rentals and where ALRs are booked as well.

Ø Maupintour complements the Nextrip.com offerings by providing high-end tour packages, activities/attractions, and specialized ALRs that cannot be booked on a real-time basis. These ALRs tend to be sourced from owners and managers who have not invested in a reservation management system and/or the owner or manager prefers to personally vet the customer before accepting a booking; typically because the ALR is a high value property.

Ø NextTrip.biz is targeted at small to midsized businesses offering them a customized travel solution for business travel to meetings, conferences, conventions or even vacation travel and gives the companies lower costs, better expense control and the option for a “self-branded” website. The website is expected to be completed and operational in August 2020.

Ø Travelmagazine.com, an online travel publication with the aim of giving travelers around the world inspiration for future travel destinations and trips. The publication offers written articles, videos, and podcasts. Moving forward, we plan for Travelmagazine.com to become a central hub of information for travelers who are looking to get detailed information on destinations all around the world.

Products and Services

Monaker plans to focus on marketing ALR options directly to consumers and to other travel distributors. The Company’s concentration on ALRs is driven by contracts with vacation home (including timeshare) unit owners and managers that make their properties available to consumers and to other travel portals (Distributors) for nightly or extended stays. In addition, we offer travelers activities and tours through our subsidiary, Maupintour. Therefore, not only can we assist a traveler with identifying a destination and the lodging at the destination, but we can provide options of activities while at the destination. We also provide the means for making arrangements for airline tickets, car rentals and lodging (i.e. hotels and ALRs in the near future). In summary, Monaker offers travelers the complete travel package made easy or... Travel Made Easy^TM.

The average ALR search and booking takes a few hours while the average vacation planning process typically involves the consumer visiting up to seven travel websites and spending over 10 hours to book their vacation (according to Susan Ho, Founder of Journy). We believe the NextTrip.com website using the above features should reduce ALR/Vacation planning time from hours to minutes and with the convenience of one site (truly “Travel Made Easy”).

Products and Services for Property Owners and Managers

Listings. Property owners and managers are able to list a property, with no initial upfront fees, and provide those listings to us at a negotiated preferential rate for traveler bookings generated on our websites. Listings that are ‘real-time online bookable’ properties will be managed by the property owner or manager through an application program interface (API) which will provide real-time updates to each property and immediately notify the property owner or manager of all information regarding bookings, including modifications and cancellations. Information such as content, descriptions and images are provided to us through that API.

Listings that are “request-accept” properties will require communication and approval from the property owner or manager and will not be managed through an API (as discussed above). We will provide a set of tools for the property owner or manager that will enable them to manage an availability calendar, reservations, inquiries and the content of the listing. These tools will allow the property owner or manager to create the listing by uploading photographs, text descriptions or lists of amenities, a map showing the location of the property, and property availability, all of which can be updated throughout the term of the listing. Each listing will provide travelers the ability to use email or other methods to contact property owners and managers.

5 

The listings will include tools and services to help property owners and managers run their vacation rental businesses more efficiently: responding to and managing inquiries, preparing and sending rental quotes and payment invoices, allowing travelers to book online and, enter into rental agreements, and processing online payments. Property owners and managers who elect to process online payments will be subject to a transaction fee.

Redistribution of Listings. We will make selected, online bookable properties available to online travel agencies as well as channel partners (jointly referred to as “Distributors”). We will be compensated for these services by receiving a commission that is added to the negotiated net rate for each booking.

Products and Services for Travelers

Search Tools and Ability to Compare. Our online marketplace NextTrip.com provides travelers with tools to search for and filter several travel products including air, car, accommodations (including ALRs) and activities based on various criteria, such as destination, travel dates, type of property, number of bedrooms, amenities, price, or keywords. NextTripVacations.com provides travelers access to our entire listing of ALRs; only lodgings are presented on this website.

Traveler Login. Travelers are able to create accounts on the NextTrip.com website that give them access to their booking activity through the website.

Travel Blog. Travel guides, videos and pictures as well as travel articles can be accessed through the NextTrip Travel Blog and Travelmagazine.com.

Security. We use a combination of technology and human review to evaluate the content of listings and to screen for inaccuracies or fraud with the goal of providing only accurate and trustworthy information to travelers.

Reviews and Ratings. Travelers are able to submit online reviews of the ALRs they have rented through our websites. These reviews should convey the accuracy of the listing information found on our websites.

Communication. Travelers who create an account on our website will receive regular communications, including notices about places of interest, special offers, new listings, and an email newsletter. The newsletter will be available to any traveler who agrees to receive it and offers introductions to new destinations and vacation rentals, as well as tips and useful information when staying in vacation rentals.

Mobile Websites and Applications. We provide versions of our websites formatted for web browsers, smart-phones and tablets so that property owners, managers and travelers can access our websites and tools from mobile devices.

The Company has completed integrating several distributors for the booking of our ALR products and the Company continues to integrate suppliers of ALR products. We now have more than 3.2 million properties listed on the booking engine.

Competition

The market to provide listing, searching and marketing services whether they are ALR, activities and tours, airline bookings, car rentals or hotel stays is highly competitive and fragmented with limited barriers to entry. Each of the ALR services that we will provide to property owners, managers and travelers is currently offered by competitors. Furthermore, ALRs are not typically marketed exclusively through any single channel, and many of our listing agreements are not exclusive, potentially allowing our competitors to aggregate a set of listings similar to ours. We believe we will compete primarily on the basis of the quantity, quality, and nature of the properties offered on our websites. The majority of ALRs that will be offered in our marketplace reflect a whole house or property rather than a room. In addition, we anticipate that we will benefit from the quality of the direct relationships we have with property owners and managers, the global diversity of the ALRs available on our websites, the quality of our websites, the tools provided to our property owners and managers, the strength of our brands, and the success of our marketing programs and price.

6 

Our principal competitors include:

● other vacation and short-term rental listing websites, such as TripAdvisor.com, HomeAway.com, VRBA.com, Booking.com and Airbnb.com;

● websites that list both rooms to rent as well as ALRs, such as Airbnb.com, Booking.com, HomeAway.com and VRBO.com;

● professional property managers who charge a percentage of booking revenue for their services, such as Wyndham Worldwide Corp. and InterHome, AG;

● hotels that offer large rooms and amenities common in ALRs, such as Hyatt Vacation Clubs and Four Seasons Resorts;

● websites that aggregate listings from property managers who advertise and take bookings on behalf of property managers, such as Perfect Places, Inc., Atraveo and E-Domizil;

● online travel websites, such as those operated by Expedia.com, Hotels.com, Kayak.com, Booking.com, Orbitz.com, Priceline.com and Travelocity.com, that have traditionally provided comprehensive travel services and may expand or are now expanding into the ALR category;

● timeshare exchange companies, such as Interval International, Inc. and RCI, LLC;

● large Internet companies, such as Craigslist, Inc., eBay Inc., Google Inc., MSN.com and Yahoo!, which provide vacation rental listing or search services in addition to a wide variety of other products or services; and

● offline publishers of classified vacation rental listings, including regional newspapers and travel-related magazines.

For a discussion of the risks attendant to the highly competitive nature of our market, see the information under the heading “Risk Factors” – below under the caption “The market in which we participate is highly competitive, and we may be unable to compete successfully with our current or future competitors.” 

Seasonality

Property owners and managers tend to list their properties when travelers are most likely to make vacation plans. The timing primarily depends on whether travelers are taking a winter or summer vacation and tends to vary by country. The highest level of listings are expected in the first quarter of a year, which is typically when travelers are making plans for summer vacations in the United States and Europe. The lowest level of listings are expected in the third quarter. By the fourth quarter, property owners and managers of winter vacation destinations will be listing their properties in time to meet the needs of travelers planning those trips. Other vacation areas outside of the United States and Europe also have seasonality, which may not be reflected in the same quarters (for example, winter and summer months are reversed in the southern hemisphere).

As the listings grow, the seasonality of those transactions may result in higher revenues in the summer and winter vacation months. We also expect seasonality in the number of visitors to our websites, with the first quarter having the highest number of visitors.

Notwithstanding the above, adverse economic conditions, or pandemics, including COVID-19, could result in future seasonal patterns that are different from historical trends.

7 

Research and Development

We have developed proprietary systems to create, maintain and operate our websites. This technology consists of systems developed by internal and third-party designers, developers and engineers and software acquired or licensed from outside developers and companies. Our systems are designed to serve other property distributors, property owners, managers and travelers in an automated and scalable fashion. Costs associated with our research and development were included as capitalized development costs or, included in several expenses including technology and development, salaries and benefits and in general and administrative expenses.

Technology and Infrastructure

Our websites are hosted using a combination of third-party data centers distributed globally across multiple regions. Our systems architecture has been designed to manage increases in traffic on our websites through the addition of server and network hardware without making software changes. Our third-party data centers provide our online marketplace with scalable and redundant Internet connectivity and redundant power and cooling to our hosting environments. We use security methods to ensure the integrity of our networks and protection of confidential data collected and stored on our servers, and we have developed and use internal policies and procedures to protect the personal information of our property owners, managers and travelers using our websites that we collect and use as part of our normal operations. Access to our networks, and the servers and databases, on which confidential data is stored, is protected by industry standard firewall technology. Physical access to our servers and related equipment is secured by limiting access to the data center to operations personnel only. Costs associated with our web hosting operation are included in general and administrative costs.

Intellectual Property

Our intellectual property includes the content of our websites, our registered domain names, our registered and unregistered trademarks, contracts with third party property managers and distributors. We believe that our intellectual property is an essential asset of our business and that our registered domain names and our technology infrastructure will give us a competitive advantage in the online market for ALR listings and arrangements with attractions and tour operators. We rely on a combination of trademark, copyright and trade secret laws in the United States as well as contractual provisions, to protect our proprietary technology and our brands. We also rely on copyright laws to protect the appearance and design of our sites and applications, although to date we have not registered for copyright protection on any particular content. We have registered numerous Internet domain names related to our business in order to protect our proprietary interests. We also enter into confidentiality and invention assignment agreements with our employees and consultants and seek to control access to and distribution of our proprietary information in a commercially prudent manner. The efforts we have taken to protect our intellectual property may not be sufficient or effective, and, despite these precautions, it may be possible for other parties to copy or otherwise obtain and use the content of our websites or our brand names without authorization.

The primary web properties are:

● monakergroup.com

● nexttrip.com (and nextrip.com)

● nexttripvacations.com

● nexttrip.biz

● maupintour.com

● exvg.com (and extraordinaryvacations.com)

● travelmagazine.com

Please see the information under the heading “Risk Factors” – below, under the heading, “If we do not adequately protect our intellectual property, our ability to compete could be impaired.” 

Recent Events

Bettwork Note Amendment

On March 12, 2019, and effective on February 28, 2019, we and Bettwork Industries Inc. (“Bettwork”) entered into a First Amendment to Amended Promissory Note (the “Note Amendment”), which amended that certain Amended Promissory Note dated October 19, 2018, in the initial amount of $230,000, evidencing amounts owed pursuant to a October 10, 2018 promissory note (the “Bettwork Note”). The Note Amendment amended the Bettwork Note to: (a) extend the maturity date thereof from February 28, 2019 to August 31, 2019; (b) provide Monaker the right to convert the principal and accrued interest owed under the Bettwork Note into common stock of Bettwork at a conversion price of $0.75 per share (as equitably adjusted for stock splits and recapitalizations); and (c) provide that Bettwork is required to provide Monaker at least 10 days written notice before any prepayment of the Bettwork Note. The Note Amendment also included a beneficial ownership limit, prohibiting Monaker from converting the Bettwork Note, if doing so would result in Monaker (together with its affiliates and/or any persons acting as a group together with Monaker) beneficially owning more than 19.99% of Bettwork’s outstanding common stock after giving effect to such conversion, provided that, at the election of Monaker and with at least 61 days’ written notice to Bettwork, such beneficial ownership limitation may be decreased (but not increased) to whatever percentage Monaker shall determine. The Bettwork Note had a balance of $190,000 at the time of the parties’ entry into the Note Amendment. Interest and principal have been paid through the date of the original maturity (in the amount of $40,000 of principal and $9,255 of interest as of February 28, 2019) and this Note Amendment is an extension to pay the principal, under the same terms and conditions as the Bettwork Note.

The Bettwork Note bears interest at the rate of 12% per year, payable on maturity. The Bettwork Note includes a “Default Rate” of eighteen percent (18.0%) per annum, is secured by all of the outstanding preferred stock shares held by the Chairman of the Board of Directors of Bettwork (which provides for super-majority voting rights) and Bettwork is precluded from issuing additional shares of common stock or preferred stock without consent from Monaker.

On October 10, 2019, and effective on August 31, 2019, we and Bettwork entered into the Second Amendment to Amended Promissory Note to extend the maturity date thereof from August 31, 2019 to February 29, 2020. All terms of the Bettwork Note remained unchanged. The Bettwork Note is currently in default.

8 

Promissory Note with The Donald P. Monaco Insurance Trust

On December 9, 2019, the Company entered into an Amended and Restated Promissory Note with the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company (the “Monaco Trust”), in the amount of up to $2,700,000 (the “Revolving Monaco Trust Note”). The Revolving Monaco Trust Note amended and restated a previous promissory Note entered into by the Company in favor of the Monaco Trust on February 4, 2019, in the amount of up to $700,000, which had a balance as of December 9, 2019 of $700,000. On the same date, the Company borrowed $200,000 from the Trust under the Revolving Monaco Trust Note. On December 27, 2019, the Company borrowed an additional $300,000 from the Trust under the Revolving Monaco Trust Note.

On January 29, 2020, the Company entered into the first amendment to the Revolving Monaco Trust Note to extend the maturity date of such note from February 1, 2020 to April 1, 2020. No other change was made to such note as a result of the amendment.

On February 12, 2020, the Company borrowed an additional $200,000 from the Revolving Monaco Trust Note. As of February 29, 2020, the Revolving Monaco Trust Note has a balance of $1,400,000 and the amount remaining under the note of $1,300,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the note, with the approval of the Monaco Trust.

Promissory Note with Directors 

On October 29, 2019, the Company entered into Promissory Notes (the “Director Notes”) in the amount of $150,000 and $25,000, with Robert J. Mendola, Jr. and Pasquale LaVecchia, respectively, two of its directors (the “Promissory Notes”) to evidence amounts borrowed from such directors. The amounts borrowed under the Promissory Notes accrue interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and are due and payable on February1, 2020, provided that the notes may be prepaid at any time without penalty (provided that all interest that would have been due had the notes remained outstanding through maturity must be paid at the time of repayment). The Company paid a 2% original issue discount in connection with the notes. The Promissory Notes contain standard and customary events of default. The Company agreed pursuant to the Promissory Notes that without the written consent of the note holders, the Company would not sell more than $500,000 in debt following the date of the notes, until such notes are repaid in full.

On January 29, 2020, the Company entered into first amendments to the Director Notes to extend the maturity date of such Director Notes from April 1, 2020 to June 1, 2020, and to extend the Revolving Monaco Trust Note from April 1, 2020 to December 1, 2020 (the “First Note Amendments”). All remaining terms of the Promissory Notes remained unchanged.

IDS, Inc

On August 15, 2019, we entered into an Intellectual Property Purchase Agreement with IDS Inc. (“IDS”), which offers an e-commerce platform. Pursuant to the agreement, the Company purchased certain proprietary technology from IDS for the reservation and booking of air travel, hotel accommodations, car rentals, and ancillary products, services, and amenities, integration of the same with the providers of such products and services, associated functions, including website addresses, patents, trademarks, copyrights and trade secrets relating thereto, and all goodwill associated therewith (collectively, the “IP Assets”). In consideration for the purchase, we issued IDS 1,968,000 shares of restricted common stock valued at $2.50 per share, or $4,920,000 in aggregate. Although the agreement was dated August 15, 2019, the agreement was not binding upon.

In conjunction with the purchase, the Company also entered into an Asset Management Services Agreement with IDS, pursuant to which we agreed to provide financing, facilities, and other support for the operations of the IP Assets. The Management Agreement has a term of 12 months, unless otherwise extended with the mutual consent of the parties. The Company was required to pay IDS $350,000 at the closing as the first payment due pursuant to the terms of the Management Agreement (which payment was timely made) and to make a payment 90 days following the closing date in the amount of $284,400. On November 15, 2019, the Company paid $139,400 to IDS and the remaining amount of $145,000 was amortized monthly from November 2019 to August 14, 2020 as accrued expenses.

In addition to the payments due pursuant to the Asset Management Services Agreement (described above), the Company entered into an Owner Support Commitment with IDS, based upon the parties mutual agreement as to how to fund the operation and commercial exploitation of the Travel Booking Engine to drive revenues with discretionary spending over a seven (7) month period expected to be up to $1,200,000. As of February 29, 2020, the Company incurred expenses of approximately $67,890 relating to the “Call Center” operation.

On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and certain other defendants affiliated with IDS in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Pursuant to the complaint, the Company alleges causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and seeks a temporary and permanent injunction against the defendants, requiring such persons to return the IDS Shares to the Company and preventing such persons from selling or transferring any IDS Shares, seeks damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts.

The complaint was filed as a result of IDS’s failure to deliver the IP Assets, certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder.

Neither the lawsuit, nor the assets which are subject to the lawsuit, impact the Monaker Booking Engine (MBE).

The assets and technology which the Company attempted to acquire from IDS were to be integrated into the Monaker NextTrip.BIZ platform. With the failure by IDS to deliver such technology, Monaker has already taken steps (including contracting with replacement suppliers) to complete the enterprise version (commercial launch) of the Nexttrip.BIZ platform, which is now expected to be launched in the Summer of 2020 (without any of IDS’s technology).

Employees

We employed 12 full-time employees at February 29, 2020. Additionally, we use independent contractors and temporary personnel to supplement our workforce, particularly in the software development and technology tasks. Our employees are not represented by a labor union and we consider our employee relations to be very good. Competition for qualified personnel in our industry has historically been intense, particularly for software engineers, developers, and other technical staffs.

9 

Segments

We operate as one operating segment consisting of products and services related to our online marketplace of travel services. For a discussion of revenue, net income and total assets, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

Our travel services are composed of the following services:

● The Monaker Booking Engine (MBE) is the Company’s proprietary technology and platform providing access to more than 3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. MBE offers travel distributors and agencies an industry first: a customizable, instant-booking platform for alternative lodging rental. MBE is also becoming a driving force and differentiator for the Company’s in-house brands Maupintour and NextTrip.biz

● NextTrip.com is a travel portal that provides travelers with the ability to obtain flights, car and lodging rentals through third party relationships as well as a vast array of activities for entertainment while at their destinations. NextTrip.com will promote ALRs in its lodging offering which includes vacation homes and resort residence properties powered by the MBE.

● Maupintour is a historic 70-year-old tour company tracing its roots back to the late 1940s as a well-known and respected name in the travel industry. Maupintour is widely recognized by its customers and established travel agencies for creating outstanding & unique itineraries.  Historically, Maupintour experienced admirable repeat customer rates and continues to have strong brand recognition in the tour packaging community. A new Maupintour.com portal was launched in May, 2020 and the brand is being re-energized.

● NextTrip.biz is currently under reconstruction with an expected launch in the summer of 2020. The website will be an internet based, corporate booking solution for small to midsized businesses, enabling them to sign up, create accounts for employees, control expenditures and reduce overall business travel expenses though its access to wholesale travel inventories.

● Travelmagazine.com is an online travel publication with the aim of giving travelers around the world inspiration for where to go next. The publication includes a library of travel footage as part of its offerings of written articles, videos, and podcasts.

Other Investments

As part of prior business transactions, and in many cases, in lieu of requiring counterparties to pay us cash consideration for certain dispositions, we have accepted and/or retained securities in various entities (including former subsidiary companies). As described below, we are currently in the process of liquidating those securities in an effort to increase liquidity and we do not intend to hold such securities.

We assess the potential impairment of our equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value.

Verus International, Inc and NestBuilder.com Corp (OTCMKTS:VRUS)

We have recognized an impairment loss on investment in unconsolidated affiliate. As of February 29, 2020, and February 28, 2019, Monaker owned 16,345,101 and 44,470,101 shares of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (“Verus”)) Series A Convertible Preferred Stock, respectively. This interest was written down to zero ($0) as of February 28, 2015.

10 

On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“Nestbuilder”) and American Stock Transfer & Trust Company, LLC (“AST”) relating to the dismissal with prejudice of certain lawsuits which were then pending with Verus, including Case No.: 1:16-cv-24978- DLG in the United States District Court for the Southern District of Florida. As part of the Settlement Agreement, Monaker agreed to pay Nestbuilder $100,000 and to issue 20,000 shares of Monaker’s restricted common stock to persons designated by Nestbuilder; Verus reinstated to Monaker 44,470,101 shares of Verus Series A Convertible Preferred Stock (which Verus had previously unilaterally cancelled) and ratified all rights under the Certificate of Designation of the Series A Convertible Preferred Stock as reformed and amended (to provide for a conversion ratio of 1 share of Verus common stock for each 1 share of Verus Series A preferred stock converted) and remove any dividend obligations. The Verus designation was also amended to provide us with anti-dilution protection below $0.05 per share. Also, as part of the Settlement Agreement, Monaker received 49,411 shares of common stock of Nestbuilder. The agreement further provided for each party to dismiss the above referenced lawsuits with prejudice and for general releases from each party. As a result of the settlement, (i) the investment in equity securities, representing 44,470,101 shares of Verus Series A Preferred Stock, was recorded at $0 as of February 28, 2019 and, (ii) the investment in equity securities, representing 49,411 shares of Nestbuilder’s common stock, was recorded at $0 as of February 28, 2019.

On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus. Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “Series A Preferred Stock”)(of which we held 44,470,101 shares of Series A Preferred Stock at the time of the entry into the Inducement Agreement, which converts into common stock of Verus, and votes on all stockholder matters, on a one-for-one basis, subject to the Ownership Blocker (discussed below)), to remove certain anti-dilution rights described therein; and Verus agreed to issue us 152,029,899 shares of its common stock, following Verus’ planned increase in authorized shares of common stock, pursuant to the anti-dilution rights of that certain Settlement Agreement by and among the Company, Verus, AST and NestBuilder discussed above. The designation of the Series A Preferred Stock, as amended, includes a 9.99% beneficial ownership limitation, preventing the Company from converting such Series A Preferred Stock into common stock of Verus (and reducing the voting rights of such preferred stock proportionally), if upon such conversion, the Company, its affiliates and/or any group which it is a part of, would own greater than 9.99% of Verus’ common stock (the “Ownership Blocker”).

On April 16, 2019, Verus filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, to increase its authorized common stock from 1,500,000,000 shares to 7,500,000,000 shares and to decrease the par value of its common stock and preferred stock from $0.001 per share to $0.000001 per share. On April 23, 2019, Verus issued us the 152,029,899 shares of common stock.

During June, July, and August 2019 (the second quarter of fiscal 2019), the Company sold 0 shares, 4,744,053 shares, and 15,054,725 of Verus’ common stock to the public in open market transactions, respectively, and received gross proceeds of $411,620 from such sales.

During September, October, and November 2019 (the third quarter of fiscal 2019), the Company sold 16,758,457 shares, 12,613,557 shares, and 10,757,052 shares of Verus’ common stock to the public in open market transactions, respectively, and received gross proceeds of $861,158.

During December 2019, and January and February 2020 (the fourth quarter of fiscal 2019), the Company sold 6,982,461 shares, 9,728,963 shares, and 9,101,119 shares of Verus’ common stock to the public in open market transactions, respectively, and received gross proceeds of $456,509.

As described above, in total during the fiscal year ended February 29, 2020, the Company sold an aggregate 85,740,387 shares of Verus’ common stock to the public and received total gross proceeds of $1,729,287. The total of commissions and fees payable in connection with such sales was $63,418. As of February 29, 2020, the Company owned 61,247,139 shares of Verus common stock, which were valued at $979,954 or $0.016 per share, based on the closing price of Verus’ common stock on OTC Markets on the last trading day prior to February 29, 2020.

11 

On October 29, 2019, the Company entered into Stock Purchase Agreements with (a) Monaco Investment Partners, LP, of which Donald Monaco is the managing partner and a member of the Board of Directors of the Company; (b) Simon Orange, a member of the Board of Directors of the Company; and (c) William Kerby, the Chief Executive Officer and director of the Company. Pursuant to the Stock Purchase Agreements, the Company sold the purchasers 25,562,500 shares (1,562,500 shares to Mr. Kerby and 12,500,000 shares to each of Monaco Investment Partners, LP and Mr. Orange) of Series A Preferred Stock of Verus. The purchase price for the Verus shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Verus’ common stock on the OTCQB Market, as publicly reported. The Company received net proceeds of $425,000 from the Stock Purchase Agreements.

On January 22, 2020, the Company entered into a Stock Purchase Agreement with William Kerby, the Chief Executive Officer and Director of the Company. Pursuant to the agreement, the Company sold Mr. Kerby 1,562,500 shares of restricted Series A Preferred Stock of Verus for a total of $25,000 or $0.016 per shares.

As of February 29, 2020, and February 28, 2019, Monaker owned 16,345,101 and 44,470,101 shares of Verus Series A Preferred Stock, respectively. The interest was written down to zero ($0) as of February 28, 2015. It was restated again in 2017, but remained at zero ($0) value. The value of the Verus Series A Preferred Stock was sold for $200,000 as of the date of the Monaco Investment Partners, LP, stock purchase of 12,500,000 shares was completed in January 2020. The remaining proceeds of $250,000 (which represent 15,625,000 shares sold to Simon Orange and William Kerby that were transferred to buyers) are recorded in the Deferred Revenue - Investment as other current liabilities on the Balance Sheet as of February 29, 2020.

On February 29, 2020, the 61,247,139 remaining shares of Verus’ common stock were trading at $0.016 per share based on the closing price of Verus’ common stock on OTC Markets on the last trading day prior to February 29, 2020, and were valued at $979,954. The investment in equity securities, representing 49,411 shares of Nestbuilder’s common stock, was recorded at $0 as of February 29, 2020.

Bettwork Industries Inc. (OTC Pink: BETW)

On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000 (as described in “Item 8. Financial Statements and Supplementary Data” – “Note 3 – Notes Receivable”), which were entered into with Bettwork Industries Inc. (“Bettwork”), were exchanged for 7,000,000 shares of Bettwork’s common stock at $0.75 per share for a fair value of $5,250,000 as of July 2, 2018. Bettwork’s common stock has a readily determinable fair value as it is quoted on the OTC Pink market under the symbol “BETW”. 

On November 29, 2018 and December 6, 2018, the Company, entered into Stock Purchase Agreements with each of (a) the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and Chairman of the Board of Directors of the Company (the “Monaco Trust”); and (b) Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company (“Charcoal”), respectively (collectively, the “Purchasers” and the “Stock Purchase Agreements”). Pursuant to the Stock Purchase Agreements, the Company sold each of the Purchasers 428,572 shares of restricted common stock (857,144 in total) of Bettwork, which the Company then held for an aggregate of $300,000 ($600,000 in total), or $0.70 per share. The purchase price for the Bettwork shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Bettwork’s common stock on the OTC Pink Market, as publicly reported. As additional consideration for entering into the Stock Purchase Agreements, the Company granted each of the Purchasers an option to acquire an additional 1,000,000 shares of restricted common stock of Bettwork for $700,000 ($0.70 per share), which option is exercisable by the applicable Purchaser at any time prior to the twenty-four (24) month anniversary of the closing date of the applicable Stock Purchase Agreement.

12 

As of August 31, 2018, the Company had valued the above-noted shares of Bettwork’s common stock at the stock’s trading price which was $0.70 per share. The carrying value of the Bettwork shares have been marked to market at the end of each reporting period through February 29, 2020.

On November 29, 2018, 428,572 shares of Bettwork common stock owned by the Company (which were originally valued at $0.75 per share as described in the paragraph above, had an allocated original value of $321,429, which had been reduced to $300,000 when the shares were revalued on August 31, 2018, as discussed above) were sold at $0.70 per share for a total of $300,000 as discussed above. The allocation of the original acquisition price to the shares purchased by the Monaco Trust resulted in a realized loss on the sale of marketable securities of $21,429. In addition, for a period of twenty-four months after November 29, 2018, the Monaco Trust was also provided an option to acquire an additional 1 million shares of Bettwork common stock from the Company for an aggregate of $700,000 or $0.70 per share, exercisable at any time in writing.

On December 6, 2018, effective November 29, 2018, 428,572 shares of Bettwork common stock owned by the Company (which were originally valued at $0.75 per share as described in the paragraph above, had an allocated original value of $321,429, which had been reduced to $300,000 when the shares were revalued on August 31, 2018, as discussed above) were sold to Charcoal at $0.70 per share for a total of $300,000 (as discussed above). The allocation of the original acquisition price to the shares purchased by Charcoal resulted in a realized loss on the sale of marketable securities of $21,429. In addition, for a period of twenty-four months after November 29, 2018, Charcoal was also provided an option to acquire an additional 1 million shares of Bettwork common stock from the Company for an aggregate of $700,000 or $0.70 per share, exercisable at any time in writing.

On February 29, 2020, the shares of Bettwork’s common stock were trading at $0.25 per share which decreased the fair value of the 6,142,856 remaining shares of Bettwork common stock held by the Company to $1,535,714 and caused an accumulated fair value loss of $6,081,427 to be realized. The change in fair value of $6,081,427 is recognized in net income (loss) on the statement of operations, as other income, valuation loss, net, as a valuation loss as of February 29, 2020.

Pursuant to OTC Markets, as of May 11, 2020, Bettwork has 42,403,893 outstanding shares of common stock. The Company’s ownership of 6,142,856 shares of common stock represents a 14.5% interest in Bettwork.

Recruiter.com Group, Inc., formerly Truli Technologies Inc (OTCQB:RCRT)

On August 31, 2016, we entered into a Marketing and Stock Exchange Agreement with Recruiter.com (“Recruiter”). The Agreement required Monaker to issue to Recruiter 75,000 shares of Monaker common stock in exchange for 2,200 shares of Recruiter common stock. Also, Monaker issued to Recruiter an additional 75,000 shares of Monaker common stock for marketing initiatives within the Recruiter platform. In essence, Monaker issued 75,000 shares of its common stock to purchase 2,200 shares of Recruiter and, Monaker issued an additional 75,000 shares of its common stock as a prepayment for marketing and advertising within the Recruiter platform. Recruiter was at that time a private company with a platform that companies and individuals use for employment placements.

On January 15, 2019, pursuant to an Agreement and Plan of Merger / Merger Consideration, Truli Technologies Inc which subsequently changed its name to Recruiter.com Group, Inc. (OTCQB: RCRT) (“Recruiter.com”) acquired Recruiter and Monaker exchanged its 2,200 shares in Recruiter for 11,141,810 shares of Recruiter.com common stock.

As of February 28, 2019, each share of Recruiter.com’s common stock was valued at $0.043. Therefore, as of February 28, 2019, the 11,141,810 shares of Recruiter.com common stock were valued at $479,098, which is included in the valuation gain as of February 28, 2019.

13 

On August 22, 2019, Recruiter.com announced a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-80. This resulted in a reduction in the shares of Recruiter.com’s common stock held by the Company from 11,141,810 shares to 139,273 shares, which shares were valued at $2.70 per share at market closing on the date of the reverse.

As of February 29, 2020, each share of Recruiter.com’s common stock was valued at $2.25 per share which decreased the fair value of the 139,273 shares of Recruiter.com common stock to $313,363 and caused an accumulated fair value loss of $160,164 to be realized. The change in fair value of $160,164 is recognized in net income (loss) as other income, valuation loss, net, on the statement of operations, as a valuation loss as of February 29, 2020. 

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

Government Regulation

Our operations are subject to and affected by various government regulations, U.S. federal, state and local government authorities. These providers, distributors, etc. are also subject to periodic renewal and ongoing regulatory requirements. The rules, regulations, policies and procedures affecting our businesses are constantly subject to change. The following descriptions are summary in nature and do not purport to describe all present and proposed laws and regulations affecting our businesses.

Regulation of the Internet

We operate several internet websites which we use to distribute information about and supplement our programs. Internet services are now subject to regulation in the United States relating to the privacy and security of personally identifiable user information and acquisition of personal information from children under the age of 13, including the federal Child Online Protection Act (COPA) and the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM). In addition, a majority of states have enacted laws that impose data security and security breach obligations. Additional federal and state laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services. In addition, to the extent we offer products and services to online consumers outside the United States, the laws and regulations of foreign jurisdictions, including, without limitation, consumer protection, privacy, advertising, data retention, intellectual property, and content limitations, may impose additional compliance obligations on us.

Other Regulations

We are also subject to various local, state, and federal regulations, including, without limitation, regulations promulgated by federal and state environmental, health and labor agencies.

14 

Recent Issues Surrounding the COVID-19 Pandemic

On March 11, 2020, the World Health Organization characterized a novel strain of coronavirus (“COVID-19”) as a global pandemic and recommended containment and mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak, and several states and municipalities have declared public health emergencies. Beginning at the end of February 2020, global concerns about COVID-19 intensified and since then, COVID-19 has been materially and negatively impacting travel demand, as a result of widespread travel restrictions imposed by governments and businesses. Many countries, particularly in North America (including the U.S.), Asia and Europe, have adopted laws, rules, regulations or decrees intended to address the COVID-19 pandemic, including implementing various travel restrictions, “shelter in place“ or “social distancing” mandates; restricting access to city centers or popular tourist destinations and restaurants or limiting other accommodation offerings in surrounding areas.

We have seen significant declines in consumer demand within the travel and leisure industry as a result of COVID-19. These declines have had a material adverse effect on our results operations and financial condition. The adverse impact to our business from COVID-19 intensified in the second half of March 2020, driven by increased governmental restrictions and mandates globally that additionally impacted the travel, hospitality, restaurant, and leisure industry and further dampened consumer demand for our services. We also incurred significant and unanticipated cancellations and re-bookings from travelers related to future travel, accommodations and tour bookings, which had been reserved by travelers in the pre-COVID-19 timeframe. As the COVID-19 pandemic continues to develop, governments, corporations and other authorities may continue to implement restrictions or policies that continue to adversely impact our industry and operations. We also believe the travel industry in general, and our operations specifically, will continue to be materially adversely affected while travel restrictions remain in place.

Item 1A. Risk Factors

In addition to the other information in this Annual Report, readers should carefully consider the following important factors. These factors, among others, in some cases have affected, and in the future could affect, our financial condition and results of operations and could cause our future results to differ materially from those expressed or implied in any forward-looking statements that appear in this Annual Report or that we have made or will make elsewhere.

Risks Related to Our Operations, Business and Industry

We will need additional capital which may not be available on commercially acceptable terms, if at all, which raises questions about our ability to continue as a going concern.

As of February 29, 2020, and February 28, 2019, the Company had an accumulated deficit of $115,852,897 and $106,398,211, respectively. Net loss for the year ended February 29, 2020, amounted to $9,454,686, which is mostly attributable to $6,056,421 of operating expenses and total other expenses of $3,487,071, which is mainly attributed to $5,267,208 valuation loss and $1,984,870 realized gain on investment in unconsolidated affiliates. Our travel operations generated a gross profit of $88,806 for the year ended February 29, 2020. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. 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. We may never 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 the emerging nature of the market in which we compete, we may incur operating losses until such time as we can develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern. Furthermore, due to our relatively small size and market footprint, we may be more susceptible to issues affecting the global travel industry in general, such as COVID-19 and contractions in the global travel industry associated therewith, compared to larger competitors.

15 

We currently have a monthly cash requirement of approximately $300,000. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully- implemented and begin to offset our operating costs. We require additional funding in the future and if we are unable to obtain additional funding on acceptable terms, or at all, it will negatively impact our business, financial condition and liquidity. As of February 29, 2020, and February 28, 2019, we had $4,078,849 and $2,280,199, respectively, of current liabilities.

Since our inception, we have funded our operations with the proceeds from equity financings. Currently, revenues provide less than 10% of our cash requirements. Our remaining cash needs are derived from debt and equity raises.

We have experienced liquidity issues 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 have devoted significant efforts to reduce that exposure. We anticipate that we will need to issue equity to fund our operations and continue to repay our outstanding debt for the foreseeable future. If we are unable to achieve operational profitability or we are not successful in securing other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash.

These conditions raise substantial doubt about our ability to continue as a going concern for the next twelve months. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The financial statements included herein also include a going concern footnote from our auditors.

In the event we are unable to raise adequate funding in the future for our operations and to pay our outstanding debt obligations, we may be forced to scale back our business plan and/or liquidate some or all of our assets or may be forced to seek bankruptcy protection, which could result in the value of our outstanding securities declining in value or becoming worthless.

The COVID-19 pandemic has had, and is expected to continue to have, a material adverse impact on the travel industry and our business, operating results and liquidity.

The COVID-19 pandemic, and governmental responses thereto, including travel restrictions, ‘stay-at-home’ orders and required social distancing orders, have severely restricted the level of economic activity around the world, and is having an unprecedented effect on the global travel industry. Additionally, the ability to travel has been curtailed through border closures (for example, New Zealand’s borders have been effectively closed since March 19, 2020, and are currently expected to remain closed for the foreseeable future), mandated travel restrictions and limited operations of hotels and airlines, and may be further limited through additional voluntary or mandated closures of travel-related businesses. 

The measures implemented to contain the COVID-19 pandemic have had, and are expected to continue to have, a significant negative effect on our business, financial condition, results of operations, cash flows and liquidity position. In particular, such measures have led to unprecedented levels of cancellations and limited new travel bookings. Moreover, any additional measures or changes in laws or regulations, whether in the United States or other countries, that further impair the ability or desire of individuals to travel, including laws or regulations banning travel, requiring the closure of hotels or other travel-related businesses (such as restaurants) or otherwise restricting travel due to the risk of the spreading of COVID-19, may exacerbate the negative impact of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows and liquidity position.

16 

The duration and severity of the COVID-19 pandemic are uncertain and difficult to predict. The pandemic could continue to impede global economic activity for an extended period, even as restrictions are beginning to be lifted in may jurisdictions, leading to decreased per capita income and disposable income, increased and sustained unemployment or a decline in consumer confidence, all of which could significantly reduce discretionary spending by individuals and businesses on travel and may create a recession in the United States or globally. In turn, that could have a negative impact on demand for our services. We also cannot predict the long-term effects of the COVID-19 pandemic on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry. The aforementioned circumstances could result in a material adverse impact on our business, financial condition, results of operations and cash flows, potentially for a prolonged period.

The Company’s liquidity could also be adversely impacted by delays in payments of outstanding accounts receivable amounts beyond normal payment terms and insolvencies.

It is difficult to estimate COVID-19’s impact on future revenues, results of operations, cash flows, liquidity or financial condition, but such impacts have been and will continue to be significant and could continue to have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity position for the foreseeable future. In the near term, we do expect that the COVID-19 pandemic will impact our financial performance for the second quarter of 2020 more significantly than it impacted the first quarter of 2020 when the outbreak was initially limited to China and other Asian markets in January and February 2020.

The $190,000 owed to us under Secured Convertible Promissory Note due from Bettwork Industries Inc., may not be repaid timely, if at all.

Bettwork, a related party owes us $190,000 pursuant to a promissory note. The Bettwork Note bears interest at 12% per year and was due on February 29, 2020. All interest and the principal balance were due and payable on the maturity date. The Bettwork Note includes a “Default Rate” of eighteen percent (18.0%) per annum and is secured by all of the outstanding preferred stock shares held by the Chairman of the Board of Directors of Bettwork (which provide for super-majority voting rights) and Bettwork is precluded from issuing additional shares of common stock or preferred stock without consent from Monaker. Additionally, we have the right to convert the principal and accrued interest owed under the Bettwork Note into common stock of Bettwork at a conversion price of $0.75 per share (as equitably adjusted for stock splits and recapitalizations). Bettwork may not pay the Bettwork Note when due and we may never collect on amounts owed thereunder. The Bettwork Note is currently in default.

We may not qualify for forgiveness of our PPP Loan. We face risks associated with such PPP Loan and our outstanding construction loan.

On May 11, 2020, the Company obtained a $176,534 (the “Loan”) from The Commercial Bank (the “Lender”), pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020. The Loan is evidenced by a promissory Note (the “PPP Note”), dated effective May 8, 2020, issued by the Company to the Lender. The Note is unsecured, matures on May 11, 2022, and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 11, 2020, following an initial deferral period as specified under the PPP. The PPP Note may be prepaid at any time prior to maturity with no prepayment penalties. Proceeds from the Loan will be available to the Company to fund designated expenses, including certain payroll costs, rent, utilities and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest may be forgiven to the extent Loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP (including that up to 75% of such Loan funds are used for payroll). The Company intends to use the entire Loan amount for designated qualifying expenses and to apply for forgiveness of the respective Loan in accordance with the terms of the PPP. Notwithstanding that, the Company may not qualify for forgiveness of the PPP Loan in whole or part and may be required to repay such PPP Loan in full. With respect to any portion of the PPP Loan that is not forgiven, the PPP Loan will be subject to customary provisions for a loan of this type, including customary events of default. In the event the PPP Loan is not forgiven, the debt service payments on such loan may negatively affect our ability to grow our operations, service other debt and/or pay our expenses as they come due. Furthermore, any default under the PPP Loan may require us to pay a significant amount of our available cash and/or cash flow to service such debt, which could have a material adverse effect on our operations. Any failure of the PPP Loan to be forgiven pursuant to its terms, and/or our requirement to repay the PPP Loan in whole or part, could cause the value of our common stock to decline in value.

17 

Uncertainty and illiquidity in credit and capital markets can impair our ability to obtain credit and financing on acceptable terms and can adversely affect the financial strength of our business partners.

Our ability to obtain credit and capital depends in large measure on the state of the credit and capital markets, which is beyond our control. Our ability to access credit and capital markets may be restricted at a time when we would like, or need, access to those markets, which could constrain our flexibility to react to changing economic and business conditions. In addition, the cost and availability of debt and equity financing may be adversely impacted by unstable or illiquid market conditions. Protracted uncertainty and illiquidity in these markets also could have an adverse impact on our lenders or our customers, preventing them from meeting their obligations to us.

Our business could be materially and adversely affected if we are unable to obtain necessary funds from financing activities. Uncertainty and illiquidity in financial markets may materially impact the ability of the participating financial institutions to fund their commitments to us under our liquidity facilities. Accordingly, we may not be able to obtain the full amount of the funds available under our liquidity facilities to satisfy our cash requirements, and our failure to do so could have a material adverse effect on our operations and financial position.

Our ability to service our indebtedness will depend on our ability to generate cash in the future.

Our ability to make payments on our indebtedness will depend on our ability to generate cash in the future and raise needed capital. Our ability to generate cash is subject to general economic and market conditions and financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may continue to not generate sufficient cash to fund our working capital requirements, capital expenditure, debt service and other liquidity needs, which could result in our inability to comply with financial and other covenants contained in our debt agreements, our being unable to repay or pay interest on our indebtedness, and our inability to fund our other liquidity needs. If we are unable to service our debt obligations, fund our other liquidity needs and maintain compliance with our financial and other covenants, we could be forced to curtail our operations, our creditors could accelerate our indebtedness and exercise other remedies and we could be required to pursue one or more alternative strategies, such as selling assets or refinancing or restructuring our indebtedness. However, such alternatives may not be feasible or adequate.

Our obligations under the Iliad Note are secured by a first priority security interest in substantially all of our assets, subject to the priority lien and security interest of National Bank.

On April 3, 2020, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad”), pursuant to which the Company sold Iliad a Secured Promissory Note in the original principal amount of $895,000 (the “Note”). Iliad paid consideration of $800,000 for the Note, which included an original issue discount of $80,000 and reimbursement of the Lender’s transaction expenses of $15,000. The Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on April 3, 2021). Additionally, upon each major default described in the Note (i.e., the failure to pay amounts under the Note when due or to observe any covenant under the Note Purchase Agreement (other than certain exempted requirements)) the outstanding balance of the Note automatically increases by 15%, and for each other default, the outstanding balance of the Note automatically increases by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the Note immediately prior to the first event of default. In connection with the Note Purchase Agreement and the Note, the Company entered into a Security Agreement with Iliad (the “Security Agreement”), pursuant to which the obligations of the Company are secured by substantially all of the assets of the Company, subject to the priority lien and security interest of National Bank of Commerce (“National Bank”) which secures amounts due under its $1.2 million line of credit.

18 

As such, our creditors may enforce their security interests over our assets and/or our subsidiaries which secure the repayment of such obligations, take control of our assets and operations, force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans and operations. If that were to happen, any investment in the Company could become worthless.

If we are not able to complete software interfaces with our property owners, managers and distributors, in a timely manner, our business is susceptible to shortfalls in revenues due to delays in remitting our ALRs to distributors and/or ALRs not being available for bookings or distribution.

The Company contracts with property owners and managers to list their ALRs on the Company’s system. Those ALRs are being populated into the system through an application programming interface (API) from the property owner and/or manager to the Company. If the technology of the API is inadequate, erroneous or corrupted, the Company may incur delays in populating the ALRs into the Company’s system until the issues related to their API are corrected. These delays could cause delays in realizing revenues from bookings from those additional ALRs.

Also, the Company plans to provide its ALRs to distributors who will allow its customers to book those ALRs. The Company plans to make those ALRs available to distributors through its own API. If the technology of the distributor cannot write the correct program to request the ALRs from the Company’s operating system, the Company may incur delays in making the ALRs available to the distributor until the issues are resolved and the correct program is written by the distributor. These delays could cause delays in realizing revenues from bookings from those ALRs.

If we are unable to attract and maintain a critical mass of alternative lodging rental (ALR ) listings and travelers, whether due to competition or other factors, our marketplace will become less valuable to property owners and managers and to travelers, and it could significantly decrease our ability to generate revenue and net income in the future.

We anticipate that moving forward, most of our revenue will be generated when ALRs are booked by either customers to our website or by customers to distributors we provide ALRs to (“Distributors”). Our revenue will be the difference between the funds received from our customers and distributors versus the net amount owed to the property owner / manager at the time of booking. Accordingly, our success primarily depends on our ability to attract owners, managers and travelers to NextTrip.com, NextTripVacations.com, Maupintour.com and to Distributors. If property owners and managers choose not to market their ALRs through our websites, or instead list them with a competitor, we may be unable to offer a sufficient supply and variety of ALRs to attract travelers to our websites. Similarly, our volume of new and renewal listings may suffer if we are unable to attract travelers to our websites or, to the Distributors. As a result of any of these events, the perceived usefulness of our online marketplace and the relationships with Distributors may decline, and, consequently, it could significantly decrease our ability to generate revenue and net income in the future. As a result, the value of our securities may decline in value or become worthless.

Currently pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements.

From time to time, we are involved in lawsuits, regulatory inquiries and may be involved in governmental and other legal proceedings arising out of the ordinary course of our business. Many of these matters raise difficult and complicated factual and legal issues and are subject to uncertainties and complexities. The timing of the final resolutions to these types of matters is often uncertain. Additionally, the possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require substantial payments, adversely affecting our results of operations and liquidity.

19 

We agreed to pay significant amounts to IDS pursuant to the Property Purchase Agreement and related agreements.

On August 15, 2019, we entered into an Intellectual Property Purchase Agreement with IDS, which offers an e-commerce platform. Pursuant to the agreement, the Company purchased certain proprietary technology from IDS for the reservation and booking of air travel, hotel accommodations, car rentals, and ancillary products, services, and amenities, integration of the same with the providers of such products and services, associated functions, including website addresses, patents, trademarks, copyrights and trade secrets relating thereto, and all goodwill associated therewith. In conjunction with the purchase, the Company also entered into an Asset Management Services Agreement with IDS, pursuant to which we agreed to provide financing, facilities, and other support for the operations of the IP Assets. The Management Agreement has a term of 12 months, unless otherwise extended with the mutual consent of the parties. The purchase price of the IP Assets was $4,920,000, which was paid by way of the issuance by the Company to IDS of 1,968,000 shares of restricted common stock (the “IDS Shares”), with an agreed upon value of $2.50 per share and the payment of certain cash consideration. Specifically, we were required to pay IDS $350,000 at the closing as the first payment due pursuant to the terms of the Management Agreement (which payment was timely made) and to make a payment 90 days following the closing date in the amount of $284,400. On November 15, 2019, the Company paid $139,400 to IDS and the remaining amount of $145,000 was recorded as accrued expenses. In addition to the payments due pursuant to the Asset Management Services Agreement (described above), the Company entered into an Owner Support Commitment with IDS, based upon the parties mutual agreement as to how to fund the operation and commercial exploitation of the Travel Booking Engine over a seven (7) month period, which requires us to provide a minimum of $1,200,000 in funding. As of February 29, 2020, the Company had expended approximately $67,890 relating to the “Call Center” operation. We have historically experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We anticipate that we will need to sell equity to fund the payment of amounts due to IDS. Such sales of equity may not be available on favorable terms, if at all, and such sales may cause significant dilution to existing shareholders. In the event we are unable, or unable to timely, pay amounts due to IDS, IDS may declare us in default of the applicable agreements and/or take legal action against us. 

Notwithstanding the above, on April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and certain other defendants affiliated with IDS in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Pursuant to the complaint, the Company alleges causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and seeks a temporary and permanent injunction against the defendants, requiring such persons to return the IDS Shares to the Company and preventing such persons from selling or transferring any IDS Shares, seeks damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts. The complaint was filed as a result of IDS’s failure to deliver the IP Assets, certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder.

As a result of the lawsuit, the Company is hopeful that obligations of the Company in the IP Purchase Agreement and Management Agreement will be terminated, of which there can be no assurance.

Our revenues and results of operations are subject to the ability of our distributors and partners to integrate our ALRs with their websites, and the timing of such integrations.

The integration of our ALRs with our distributors’ and partners’ websites is complicated and may involve various software components and application program interfaces (APIs). The ALR listings of our distributors and partners may be formatted differently or stored differently and may require modifications in order to receive and display our ALR properties correctly.

20 

The timing of the integration of our distributors’ ability to access our ALR offerings stored in the Monaker Booking Engine is significantly dependent on the ability of such distributors to implement processes, procedures and in some cases, software or systems to integrate with our API, which will enable them to list our ALRs on their websites. We have little to no control over those processes, or the timing of such integrations.

Our future revenues and results of operations are substantially dependent on the timing of those integrations and in some cases the willingness of our distributors and partners to undertake additional steps and processes in order to provide us what we need, and in the form that we need, to implement such integrations. The failure of our partners and/or distributors to undertake the actions required so that we can successfully integrate our offerings, and/or any delay in such integrations, may have a negative effect on our revenues and results of operations and cause the value of our common stock to decline in value. The actions of our partners and distributors, and/or their ability to undertake such actions, may further be limited by the effects of COVID-19.

Our business will depend substantially on property owners and managers renewing their listings.

Our business will depend substantially on property owners and managers renewing their listings. Significant declines in our listing renewals could harm our expected operating results. Property owners and managers will generally market their vacation rentals on our websites with no obligation to renew. We may be unable to predict future listing renewal rates accurately, and our renewal rates may decline materially or fluctuate as a result of a number of factors. These factors include property owners’ decisions to sell or to cease renting their properties, their decisions to use the services of our competitors, or their dissatisfaction with our pricing, products, services or websites. Property owners and managers may not establish or renew listings if we cannot generate a large number of travelers who book vacation rentals through our marketplace and/or through our distributors. As a result, our revenue may decline and our results of operations may be negatively affected. In addition to the above, property owners may be unable (due to governmental restrictions) or unwilling (due to fear of contagion and other risks) to renew their listings due to COVID-19 and the governmental responses thereto.

If Distributors are unable to drive customers to their websites and/or we are unable to drive visitors to our websites, from search engines or otherwise, this could negatively impact transactions on the websites of our Distributor websites as well as our websites and consequently cause our revenue to decrease.

Many visitors find the Distributors and our websites by searching for vacation rental information through Internet search engines. A critical factor in attracting visitors to our websites, and those of our Distributors, is how prominently our Distributors and we are displayed in response to search queries. Accordingly, we utilize search engine marketing, or SEM, as a means to provide a significant portion of our visitor acquisition. SEM includes both paid visitor acquisition (on a cost-per-click basis) and unpaid visitor acquisition, which is often referred to as organic search.

We will employ search engine optimization, or SEO to acquire visitors. SEO involves developing our websites in order to rank highly in relevant search queries. In addition to SEM and SEO, we may also utilize other forms of marketing to drive visitors to our websites, including branded search, display advertising and email marketing.

The various search engine providers, such as Google and Bing, employ proprietary algorithms and other methods for determining which websites are displayed for a given search query and how highly websites rank. Search engine providers may change these methods in a way that may negatively affect the number of visitors to our Distributors’ websites as well as our own websites and may do so without public announcement or detailed explanation. Therefore, the success of our SEO and SEM strategy depends, in part, on our ability to anticipate and respond to such changes in a timely and effective manner.

21 

In addition, websites must comply with search engine guidelines and policies. These guidelines and policies are complex and may change at any time. If we or our Distributors fail to follow such guidelines and policies properly, the search engine may cause our content to rank lower in search results or could remove the content altogether. If we or our Distributors fail to understand and comply with these guidelines and policies and ensure our websites’ compliance, our SEO and SEM strategy may not be successful.

If our Distributors or we are listed less prominently or fail to appear in search result listings for any reason, including as a result of our failure to successfully execute our SEO and SEM strategy, it is likely that we will acquire fewer visitors to our websites. Fewer visitors to our websites could lead to property owners and managers becoming dissatisfied with our websites, as well as fewer travelers inquiring and booking through our websites, either or both of which could adversely impact our revenue. We may not be able to replace this traffic in a cost-effective manner from other channels, such as cost-per-click SEM or display or other advertising, or even at all. Any attempt to replace this traffic through other channels may increase our sales and marketing expenditures, which could adversely affect our operating results.

Unfavorable changes in, or interpretations of, government regulations or taxation of the evolving alternative lodging rental (ALR), Internet and e-commerce industries could harm our operating results.

We have contracted for ALRs in markets throughout the world, in jurisdictions which have various regulatory and taxation requirements that can affect our operations or regulate the rental activity of property owners and managers.

Compliance with laws and regulations of different jurisdictions imposing different standards and requirements is very burdensome because each region has different regulations with respect to licensing and other requirements for ALRs. Our online marketplaces are accessible by property owners, managers and travelers in many states and foreign jurisdictions. Our efficiencies and economies of scale depend on generally uniform treatment of property owners, managers and travelers across all jurisdictions. Compliance requirements that vary significantly from jurisdiction to jurisdiction impose added costs and increased liabilities for compliance deficiencies. In addition, laws or regulations that may harm our business could be adopted, or interpreted in a manner that affects our activities, including but not limited to the regulation of personal and consumer information and real estate licensing requirements. Violations or new interpretations of these laws or regulations may result in penalties, negatively impact our operations and damage our reputation and business.

In addition, regulatory developments may affect the ALR industry and the ability of companies like us to list those vacation rentals online. For example, some municipalities have adopted ordinances that limit the ability of property owners and managers to rent certain properties for fewer than 30 consecutive days and other cities may introduce similar regulations. Some cities also have fair housing or other laws governing whether and how properties may be rented, which they assert apply to ALR. Many homeowners, condominium and neighborhood associations have adopted rules that prohibit or restrict short-term vacation rentals. In addition, many of the fundamental statutes and regulations that impose taxes or other obligations on travel and lodging companies were established before the growth of the Internet and e-commerce, which creates a risk of these laws being used, in ways not originally intended, that could burden property owners and managers or otherwise harm our business. These and other similar new and newly interpreted regulations could increase costs for, or otherwise discourage, owners and managers from listing their property with us, which could harm our business and operating results.

From time to time, we may become involved in challenges to, or disputes with government agencies regarding, these regulations. We may not be successful in defending against the application of these laws and regulations. Further, if we were required to comply with regulations and government requests that negatively impact our relations with property owners, managers and travelers, our business, operations and financial results could be adversely impacted.

Additionally, new, changed, or newly interpreted or applied tax laws, statutes, rules, regulations or ordinances could increase our property owners’ and managers’ and our compliance, operating and other costs. This, in turn, could deter property owners and managers from renting their ALR properties, negatively affect our new listings and renewals, or increase costs of doing business. Any or all of these events could adversely impact our business and financial performance.

22 

Furthermore, as we expand or change the products and services that we offer or the methods by which we offer them, we may become subject to additional legal regulations, tax requirements or other risks. Regulators may seek to impose regulations and requirements on us even if we utilize third parties to offer the products or services. These regulations and requirements may apply to payment processing, insurance products or the various other products and services we may now or in the future offer or facilitate through our marketplace. Whether we comply with or challenge these additional regulations, our costs may increase and our business may otherwise be harmed.

If we are not able to maintain and enhance our NextTrip brand and the brands associated with each of our websites, our reputation and business may suffer.

It is important for us to maintain and enhance our brand identity in order to attract and retain property owners, managers, distributors and travelers. The successful promotion of our brands will depend largely on our marketing and public relations efforts. We expect that the promotion of our brands will require us to make substantial investments, and, as our market becomes more competitive, these branding initiatives may become increasingly difficult and expensive. In addition, we may not be able to successfully build our NextTrip brand identity without losing value associated with, or decreasing the effectiveness of, our other brand identities. If we do not successfully maintain and enhance our brands, we could lose traveler traffic, which could, in turn, cause property owners and managers to terminate or elect not to renew their listings with us. In addition, our brand promotion activities may not be successful or may not yield revenue sufficient to offset their cost, which could adversely affect our reputation and business.

Our long-term success depends, in part, on our ability to expand our property owner, manager and traveler bases outside of the United States and, as a result, our business is susceptible to risks associated with international operations.

We have limited operating and e-commerce experience in many foreign jurisdictions and are making significant investments to build our international operations. We plan to continue our efforts to expand globally, including acquiring international businesses and conducting business in jurisdictions where we do not currently operate. Managing a global organization is difficult, time consuming and expensive and any international expansion efforts that we undertake may not be profitable in the near or long term or otherwise be successful. In addition, conducting international operations subjects us to risks that include:

● the cost and resources required to localize our services, which requires the translation of our websites and their adaptation for local practices and legal and regulatory requirements;

● adjusting the products and services we provide in foreign jurisdictions, as needed, to better address the needs of local owners, managers, distributors and travelers, and the threats of local competitors;

● being subject to foreign laws and regulations, including those laws governing Internet activities, email messaging, collection and use of personal information, ownership of intellectual property, taxation and other activities important to our online business practices, which may be less developed, less predictable, more restrictive, and less familiar, and which may adversely affect financial results in certain regions;

● competition with companies that understand the local market better than we do or who have pre-existing relationships with property owners, managers, distributors and travelers in those markets;

● legal uncertainty regarding our liability for the transactions and content on our websites, including online bookings, property listings and other content provided by property owners and managers, including uncertainty resulting from unique local laws or a lack of clear precedent of applicable law;

● lack of familiarity with and the burden of complying with a wide variety of other foreign laws, legal standards and foreign regulatory requirements, including invoicing, data collection and storage, financial reporting and tax compliance requirements, which are subject to unexpected changes;

● laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses;

● challenges associated with joint venture relationships and minority investments;

● adapting to variations in foreign payment forms;

23 

● difficulties in managing and staffing international operations and establishing or maintaining operational efficiencies;

● difficulties in establishing and maintaining adequate internal controls and security over our data and systems;

● currency exchange restrictions and fluctuations in currency exchange rates;

● potentially adverse tax consequences, which may be difficult to predict, including the complexities of foreign value added tax systems and restrictions on the repatriation of earnings;

● increased financial accounting and reporting burdens and complexities and difficulties in implementing and maintaining adequate internal controls;

● political, social and economic instability abroad, war, terrorist attacks and security concerns in general;

● the potential failure of financial institutions internationally;

● varying effects of global pandemics and epidemics, including COVID-19 on different countries;

● reduced or varied protection for intellectual property rights in some countries; and

● higher telecommunications and Internet service provider costs.

Operating in international markets also requires significant management attention and financial resources. We cannot guarantee that our international expansion efforts in any or multiple territories will be successful. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability and could instead result in increased costs.

The market in which we participate is highly competitive, and we may be unable to compete successfully with our current or future competitors.

The market to provide listing, search and marketing services for the ALR industry is very competitive and highly fragmented. In addition, the barriers to entry are low and new competitors may enter. All of the services that we plan to provide to property owners, managers and travelers, including listing and search, are provided separately or in combination by current or potential competitors. Our competitors may adopt aspects of our business model, which could reduce our ability to differentiate our services. Additionally, current or new competitors may introduce new business models or services that we may need to adopt or otherwise adapt to in order to compete, which could reduce our ability to differentiate our business or services from those of our competitors. Furthermore, properties in the ALR industry are not typically marketed exclusively through any single channel, and our listing agreements are not typically exclusive. Accordingly, our competitors could aggregate a set of listings similar to ours. Increased competition could result in a reduction in revenue, rate of new listing acquisition, existing listings or market share.

There are thousands of vacation rental listing websites that compete directly with us for listings, travelers, or both, such as Booking.com, HomeAway.com, Airbnb, and TripAdvisor. Many of these competitors offer free or heavily discounted listings or focus on a particular geographic location or a specific type of rental property. Some of them also aggregate property listings obtained through various sources, including the websites of property managers some of whom will also market their properties on our websites.

Competitors also operate websites directed at the wider fragmented travel lodging market, such as Airbnb and HomeAway by listing either rooms or the owner’s primary home. These properties increase both the number of rental opportunities available to travelers and the competition for the attention of the traveler. Some vacation rental property owners and managers also list on these websites, and consequently these companies currently compete with us to some extent.

We will also compete with online travel agency websites, such as Expedia, Hotels.com, Kayak, Priceline, Booking.com, Orbitz and Travelocity, which have traditionally provided comprehensive travel services and some of whom are now expanding into the vacation rental category. We also compete with large Internet search companies, such as craigslist, eBay, Google, MSN.com and Yahoo!, which provide listing or advertising services in addition to a wide variety of other products or services. In addition, some competitors, such as Perfect Places, Inc., Atraveo and eDomizil, predominately serve the professional property manager marketplace, and therefore have the ability to create more products and features targeted to property managers. Hotels, corporate travel providers, travel metasearch engines, travel content aggregators, mobile platform travel applications, social media websites, and even mobile computing hardware providers all also have the potential to increase their competitive presence in the areas of our business as well.

24 

We believe we will compete primarily on the basis of the quantity and quality of our listings, the quality of the direct relationships we have with distributors, property owners and managers, the volume of expected travelers who will visit our websites, the global diversity of the vacation rentals available on our websites, the quality of our websites, the tools provided to our distributors, property owners and managers to assist them with their business, customer service, brand identity, the success of our marketing programs, and price. If current or potential property owners, managers, distributors or travelers choose to use any of these competitive offerings in lieu of ours, our revenue could decrease and we could be required to make additional expenditures to compete more effectively. Any of these events or results could harm our business, operating results and financial condition.

In addition, most of our current or potential competitors are larger and have more resources than we do. Many of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition in their markets, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources. In addition, our current or potential competitors may have access to larger property owner, manager or traveler bases. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or owner, manager or traveler requirements, including, but not limited to those associated with the COVID-19 pandemic. Furthermore, because of these advantages, existing and potential owners, managers, distributors and travelers might accept our competitors’ offerings, even if they may be inferior to ours. For all of these reasons, we may not be able to compete successfully against our current and future competitors.

If the businesses and/or assets that we have acquired or invested in do not perform as expected or we are unable to effectively integrate acquired businesses, our operating results and prospects could be harmed.

We have four platforms, a library of travel footage, equity investments in Verus International, Inc, NestBuilder.com, Bettwork Industries Inc, and Recruiter.com Group, Inc. The businesses we have acquired, or invested in, may not perform as well as we expect. Failure to manage and successfully integrate acquired businesses and technologies could harm our operating results and our prospects. If the companies we have invested in do not perform well, our investments could become impaired and our financial results could be negatively impacted.

Our future mergers and acquisitions, if any, will involve numerous risks, including the following:

● difficulties in integrating and managing the combined operations, technologies, technology platforms and products of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems;

● legal or regulatory challenges or post-acquisition litigation, which could result in significant costs or require changes to the businesses or unwinding of the transaction;

● failure of the acquired company or assets to achieve anticipated revenue, earnings or cash flow;

● diversion of management’s attention or other resources from our existing business;

● our inability to maintain key distributors and business relationships, and the reputations of acquired businesses;

● uncertainty resulting from entering markets in which we have limited or no prior experience or in which competitors have stronger market positions;

● our dependence on unfamiliar affiliates and partners of acquired businesses;

● unanticipated costs associated with pursuing acquisitions;

● liabilities of acquired businesses, which may not be disclosed to us or which may exceed our estimates, including liabilities relating to non-compliance with applicable laws and regulations, such as data protection and privacy controls;

● difficulties in assigning or transferring to us or our subsidiaries intellectual property licensed to companies we acquired;

25 

● difficulties in maintaining our internal standards, controls, procedures and policies including financial reporting requirements of the Sarbanes-Oxley Act of 2002 and extending these controls to acquired companies;

● potential loss of key employees of the acquired companies;

● difficulties in complying with antitrust and other government regulations;

● challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with U.S. generally accepted accounting principles; and

● potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships or intellectual property, are later determined to be impaired and written down in value.

Moreover, we rely heavily on the representations and warranties provided to us by the sellers of acquired companies and assets, including as they relate to creation, ownership and rights in intellectual property, existence of open source software and compliance with laws and contractual requirements. If any of these representations and warranties are inaccurate or breached, such inaccuracy or breach could result in costly litigation and assessment of liability for which there may not be adequate recourse against such sellers, in part due to contractual time limitations and limitations of liability.

If we are unable to introduce new or upgraded products, services or features that distributors, travelers or property owners and managers recognize as valuable, we may fail to (i) drive additional travelers to the websites of our distributors, (ii) drive additional travelers to our websites, (iii) retain existing property owners and managers, (iv) attract new property owners and managers, (v) retain existing distributors, and/or (vi) attract new distributors. Our efforts to develop new and upgraded services and products could require us to incur significant costs.

In order to attract travelers to (i) our distributors, as well as (ii) our own online marketplace while retaining, and attracting new, distributors, property owners and managers, we will need to continue to invest in the development of new products, services and features that both add value for travelers, distributors, property owners and managers and differentiate us from our competitors. The success of new products, services and features depends on several factors, including the timely completion, introduction and market acceptance of the product, service or feature. If travelers, distributors, property owners or managers do not recognize the value of our new services or features, they may choose not to utilize our products or list on our online marketplace.

Attempting to develop and deliver these new or upgraded products, services or features involves inherent hazards and difficulties, and is costly. Efforts to enhance and improve the ease of use, responsiveness, functionality and features of our existing websites have inherent risks, and we may not be able to manage these product developments and enhancements successfully. We may not succeed in developing new or upgraded products, services or features or new or upgraded products, services or features may not work as intended or provide value. In addition, some new or upgraded products, services or features may be difficult for us to market and may also involve unfavorable pricing. Even if we succeed, we cannot guarantee that our property owners and managers will respond favorably.

In addition to developing our own improvements, we may choose to license or otherwise integrate applications, content and data from third parties. The introduction of these improvements imposes costs on us and creates a risk that we may be unable to continue to access these technologies and content on commercially reasonable terms, or at all. In the event we fail to develop new or upgraded products, services or features, the demand for our services and ultimately our results of operations may be adversely affected.

26 

We have a relatively limited operating history and we operate in a rapidly evolving industry, which makes it difficult to evaluate our current business and future prospects. If we fail to predict the manner in which our business will perform or how the market will develop, our business and prospects may suffer materially.

Our limited operating history, together with our rapidly changing industry, may make it difficult to evaluate our current business and our future prospects. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries. These include challenges in accurate financial planning and forecasting as we develop new products or strategic plans with little or no historical reference as a basis for such planning and forecasting. These risks will be exacerbated by the effects and extent of the COVID-19 pandemic and the duration thereof. Our business and prospects should be considered in light of the risks and difficulties we may encounter as a company operating in a highly competitive environment where changes to our business, plans, and products may be required to respond to such changes.

In addition, the market for online ALRs is relatively new and, in many territories, is unproven with little data or research available regarding the market and industry. It is uncertain whether the ALR market in many territories will continue to develop or if our services will achieve and sustain a level of demand and market acceptance sufficient for us to generate revenue, net income and cash flow growth, at anticipated levels or at all; we may need to focus on, or offer, different types of products and services in order to remain competitive. Our success will depend, to a substantial extent, on the willingness of property owners and managers to use commercial online rental property listing services. Some property managers have developed (and use) their own proprietary online listing services and, therefore, may be reluctant or unwilling to use our services to market their properties. Furthermore, some travelers and property owners and managers may be reluctant or unwilling to use online listing services because of concerns regarding the security of data, the potential for fraudulent activity, including phishing, or the integrity of the online marketplace. If property owners and managers do not perceive the benefits of marketing their properties online, then our market may not develop as we expect, or it may develop more slowly than we expect, either of which could significantly harm our business and operating results. Moreover, our success will depend on travelers’ use of our distributors, as well as our own, online marketplace to search, locate and rent vacation rentals, which will depend on their willingness to use the Internet and their belief in the integrity of the websites. In addition, since we operate in unproven and unstudied markets, we have limited insight into trends that may develop in those markets and may affect our business. We may make errors in predicting and reacting to other relevant business trends, which could harm our business.

Changes in our effective tax rate could harm our future operating results.

We are subject to federal and state income taxes in the United States and in various foreign jurisdictions. Our provision for income taxes and our effective tax rate are subject to volatility and could be adversely affected by several circumstances, including:

● earnings being lower than anticipated in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates;

● effects of certain non-tax deductible expenses;

● changes in the valuation of our deferred tax assets and liabilities;

● transfer pricing adjustments, including the effect of acquisitions on our intercompany research and development cost sharing arrangement and legal structure;

● adverse outcomes resulting from any tax audit;

● our ability to utilize our net operating losses and other deferred tax assets; and

● changes in accounting principles or changes in tax laws and regulations, or the application of the tax laws and regulations, including possible U.S. changes to the deductibility of expenses attributable to foreign income, or the foreign tax credit rules.

Significant judgment is required in the application of accounting guidance relating to uncertainty in income taxes. If tax authorities challenge our tax positions and any such challenges are settled unfavorably, it could adversely impact our provision for income taxes.

27 

We are exposed to fluctuations in currency exchange rates.

Because we plan to conduct a significant portion of our business outside the United States but report our results in U.S. dollars, we face exposure to adverse movements in currency exchange rates, which may cause our revenue and operating results to differ materially from expectations. In addition, fluctuation in our mix of U.S. and foreign currency denominated transactions may contribute to this effect as exchange rates vary. Moreover, as a result of these exchange rate fluctuations, revenue, cost of revenue, operating expenses and other operating results may differ materially from expectations when translated from the local currency into U.S. dollars upon consolidation. For example, if the U.S. dollar strengthens relative to foreign currencies our non-U.S. revenue would be adversely affected when translated into U.S. dollars. Conversely, a decline in the U.S. dollar relative to foreign currencies would increase our non-U.S. revenue when translated into U.S. dollars. We may enter into hedging arrangements in order to manage foreign currency exposure but such activity may not completely eliminate fluctuations in our operating results.

Our business depends on retaining and attracting capable management and operating personnel.

Our success depends in large part on our ability to attract and retain high-quality management and operating personnel, as well as skilled technical and marketing personnel, who are in high demand and are often subject to competing offers. Competition for qualified employees is intense in our industry, and the loss of even a few qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. To attract and retain key personnel, we use various measures, including an equity incentive program and incentive bonuses for executive officers and other key employees. While we attempt to provide additional or different incentive compensation tools to mitigate this impact, the measures we employ to attract and maintain key personnel may not be effective enough to enable us to attract and retain the personnel we require to operate our business effectively.

If we lose the services of our key personnel, including Mr. William Kerby, our Chief Executive Officer, our business would be materially and adversely affected. Furthermore, we do not have “key person” life insurance, and we do not presently intend to purchase such insurance, on Mr. Kerby or any of our other key personnel. 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 may not 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. If we do not succeed in retaining our employees and in attracting new employees, our business could suffer significantly.

The employment agreements of our officers include limited non-solicitation and non-compete provisions and provide for severance pay upon termination of such agreements for certain reasons.

We are party to employment agreements with our Chief Executive Officer, William Kerby, our Vice President of Finance and Acting Chief Financial Officer, Sirapop “Kent” Taepakdee, and our Chief Operating Officer and Chief Information Officer, Timothy Sikora.

Mr. Kerby’s employment agreement remains in effect indefinitely until either party provides the other at least 30 days prior written notice of its intent to terminate the agreement, or until terminated pursuant to the terms of the agreement. The agreement includes a non-compete provision, prohibiting Mr. Kerby from competing against the Company during the term of the agreement and for a period of 12 months after termination thereof (subject to certain exceptions), in any state or country in connection with (A) the offer of Alternative Lodging Rental properties (Vacation Home Rentals) which are distributed on a Business to Business Basis; (B) the commercial sale of specialty products sold by the Company during the six (6) months preceding the termination date; and (C) any services the Company commercially offered during the six (6) months prior to the termination date (collectively, the “Non-Compete”).

28 

In the event of termination of the agreement for death or disability by Mr. Kerby without good reason (defined in the agreement), or for cause (defined in the agreement) by the Company, Mr. Kerby is due all consideration due and payable to him through the date of termination. In the event of termination of the agreement by Mr. Kerby for good reason or the Company for any reason other than cause (or if Mr. Kerby’s employment is terminated other than for cause within six (6) months before or twenty-four (24) months following the occurrence of a change of control (defined in the agreement) of the Company), Mr. Kerby is due all consideration due and payable through the date of termination; a lump sum payment equal to twelve (12) months of base salary; continued participation in all benefit plans and programs of the Company for twelve (12) months after termination (or at the option of the Company, reimbursement of COBRA insurance premiums for substantially similar coverage as the Company’s plans); and the Non-Compete will not apply to Mr. Kerby.

Mr. Taepakdee, our Vice President of Finance and Acting Chief Financial Officer, entered into an employment agreement, dated January 30, 2020. If the agreement is terminated by Mr. Taepakdee for good reason (as defined in the agreement) or by the Company without cause, and other than due to Mr. Taepakdee’s death or disability, Mr. Taepakdee is due two calendar months of severance pay. If the agreement is terminated due to Mr. Taepakdee’s disability, Mr. Taepakdee is due compensation through the remainder of the month during which such termination is effective. If the Company terminates the agreement within 24 months after a change in control event, then the Company is required to pay Mr. Taepakdee a severance payment equal to twelve (12) months’ salary, plus continue to provide benefits equal to those provided prior to the change in control event for a period of six (6) months. The agreement includes a one year non-solicitation and non-competition clause following the date of the termination of the agreement, which non-competition clause prohibits him (without the prior written consent of the Company which consent will not be unreasonably withheld) from directly or through another person or another entity carrying on or being engaged in any business within North America which is competitive with the business of the Company, however the non-compete shall terminate in the event of a termination of employment by Mr. Taepakdee for good reason or a termination by the Company other than for cause or disability.

Mr. Sikora, our Chief Operating Officer and Chief Information Office, entered into an employment agreement, dated January 30, 2020. If the agreement is terminated by Mr. Sikora for good reason (as defined in the agreement) or by the Company without cause, and other than due to Mr. Sikora’s death or disability, Mr. Sikora is due two calendar months of severance pay. If the agreement is terminated due to Mr. Sikora’s disability, Mr. Sikora is due compensation through the remainder of the month during which such termination is effective. If the Company terminates the agreement within 24 months after a change in control event, then the Company shall pay Mr. Sikora a severance payment equal to twelve (12) months’ salary, plus continue to provide benefits equal to those provided prior to the change in control event for a period of six (6) months. The agreement includes a one year non-solicitation and non-competition clause following the date of the termination of the agreement, which non-competition clause prohibits him (without the prior written consent of the Company which consent will not be unreasonably withheld) from directly or through another person or another entity carrying on or being engaged in any business within North America which is competitive with the business of the Company, however the non-compete shall terminate in the event of a termination of employment by Mr. Sikora for good reason or a termination by the Company other than for cause or disability.

The automatic renewal feature of Mr. Kerby’s agreement may prevent us from terminating the employment of such officer, and the non-solicitation and non-compete provisions of the agreements with the executive officers may not provide us adequate protection from such persons competing with us after their termination, and the severance pay payable to such individuals may make it costly to terminate the employment of such individuals, make us less attractive for potential acquirers or prevent a change of control.

29 

We agreed to pay certain fees to Mr. William Kerby, our Chief Executive Officer and director, and Mr. Donald P. Monaco, our Chairman, in consideration for such individuals guarantying, and continuing to guaranty, certain of our obligations.

Pursuant to Mr. Kerby’s employment agreement, as additional consideration for Mr. Kerby having entered into numerous personal guarantees with the Airline Reporting Commission, sellers of travel services, merchant providers, financial institutions, associations and service providers on behalf of the Company, the Company agreed that, for as long as Mr. Kerby is employed by the Company, provides services under the employment agreement and is willing to continue to support the Company in connection with such guarantees, he will receive a $2,000 per month guarantee fee. In the event Mr. Kerby resigns for good reason (defined in the employment agreement), or his employment is terminated by the Company, the Company agreed to eliminate any and all guarantees within thirty (30) days, failing which, for each month the guarantees remain in place, the monthly guarantee fee will rise to $10,000 per month, until such time as the Company has assumed or terminated all such guarantees.

On October 31, 2018, and effective November 1, 2018, we entered into a Guaranty Compensation Agreement with Donald P. Monaco, the Chairman of the Company’s Board of Directors. Pursuant to the Guaranty Compensation Agreement and in consideration for Mr. Monaco previously providing a personal guaranty to a financial institution in connection with our line of credit with such financial institution, we agreed that for as long as Mr. Monaco continues to serve on the Board of Directors of the Company and continues to maintain the guaranty (and any future guarantees he may provide), we would pay him a $2,000 per month guarantee fee (the “Guarantee Fee”). In the event (i) Mr. Monaco is not nominated for re-appointment to the Board of Directors at any meeting where directors of the Company are nominated for appointment (except in the event the Company adopts a classified Board and it is not yet Mr. Monaco’s year to be re-elected and/or in the event that Mr. Monaco is appointed via written consent of the shareholders without a meeting) or (ii) Mr. Monaco is removed from the Board of Directors by the shareholders of the Company (each (i) and (ii), as applicable, a “Triggering Termination” and the date of such Triggering Termination, the “Triggering Termination Date”), the Company will immediately use commercially reasonable best efforts to eliminate and terminate any and all of Mr. Monaco’s guarantees then in place. If all the guarantees are not terminated by the thirtieth (30th) day following a Triggering Termination Date, for each month the guarantees remain in place, beginning on the thirty-first (31st) day after the Triggering Termination Date, the monthly Guarantee Fee will increase to $10,000 per month. Notwithstanding the above, all Guarantee Fees will terminate upon the Company assuming or terminating such guarantees.

The Company paid $48,000 for the guaranty fees in the FYE February 29, 2020. The aggregate of such guaranty fees may be significant and may reduce the amount of available funding available for the Company to undertake its operations, repay its liabilities and/or expand its operations. In the event the guaranty fees rise as described above, the Company may not have available funds to pay such fees, and the amount of such fees may further reduce the amount of cash the Company has for business activities and growth. The amount of such guaranty fees may reduce the trading value of the Company’s common stock and/or have a material adverse effect on the Company’s available cash and results of operations.

If we fail to protect confidential information against security breaches, or if distributors, property owners, managers or travelers are reluctant to use our online marketplace because of privacy or security concerns, we might face additional costs, and activity on our websites could decline.

We collect and use personally identifiable information of distributors, property owners, managers and travelers in the operation of our business. Our systems may be vulnerable to computer viruses or physical or electronic break-ins that our security measures may not detect. Anyone that is able to circumvent our security measures could misappropriate confidential or proprietary information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation and business. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches. Security breaches of our systems, or even the systems of third parties we rely upon, such as credit card processors, could damage our reputation and expose us to litigation and possible liability under various laws and regulations. In addition, industry-wide incidents, or incidents specific to us, could deter people from using our distributors’, as well as, our online marketplaces. Concern among distributors, property owners, managers and travelers regarding our use of personal information collected on our websites could keep them from using, or continuing to use, our online marketplace.

30 

There are risks of security breaches both on our own systems and on third party systems which store our information as we increase the types of technology that we use to operate our marketplace, such as mobile applications. New and evolving technology systems and platforms may involve security risks that are difficult to predict and adequately guard against. In addition, third parties that process credit card transactions between us and property owners and managers maintain personal information collected from them. Such information could be stolen or misappropriated, and we could be subject to liability as a result. Further, property owners and managers may develop a lack of confidence in these third parties or in their ability to securely conduct credit card transactions on our distributors’ websites, our websites or the Internet in general, which could adversely impact our business, revenue and operating results. Our property owners, managers and travelers may be harmed by such breaches and we may in turn be subject to costly litigation or regulatory compliance costs, and harm to our reputation and brand. Moreover, some property owners, managers and travelers may cease using our marketplace altogether.

The laws of some states and countries require businesses that maintain personal information about their residents in electronic databases to implement reasonable measures to keep that information secure. Our practice is to encrypt all sensitive information, but we do not know whether our current practice will be challenged under these laws. In addition, under certain of these laws, if there is a breach of our computer systems and we know or suspect that unencrypted personal data has been stolen, we are required to inform any user whose data was stolen, which could harm our reputation and business. Complying with the applicable notice requirements in the event of a security breach could result in significant costs. We may also be subject to contractual claims, investigation and penalties by regulatory authorities, and claims by persons whose information was disclosed.

Compounding these legal risks, many states and countries have enacted different and often contradictory requirements for protecting personal information collected and maintained electronically. Compliance with these numerous and contradictory requirements is particularly difficult for us because we collect personal information from users in multiple jurisdictions. While we intend to comply fully with these laws, failure to comply could result in legal liability, cause us to suffer adverse publicity and lose business, traffic and revenue. If we were required to pay any significant amount of money in satisfaction of claims under these or similar laws, or if we were forced to cease our business operations for any length of time as a result of our inability to comply fully, our business, operating results and financial condition could be adversely affected.

In addition, third parties may target users of our websites directly with attempts to breach the security of their email accounts or management systems, such as through phishing attacks, which are fraudulent identity theft schemes designed to appear as legitimate emails from us or from our property owners and managers. Criminals may also employ other schemes aimed at defrauding our property owners, managers or travelers in ways that we may not anticipate or be able to adequately guard against. Although phishing attacks and other fraud schemes are generally not carried out through our systems, victims may nevertheless seek recovery from us. As a result, we may be required to defend ourselves in costly litigation and may suffer harm to our reputation, brand and business.

In the event any of the above risks were to occur, our reputation could be harmed, we and/or our distributors could lose either website traffic or users, and as a result, our results of operations and the value of our securities could be adversely affected.

If we are unable to adapt to changes in technology, our business could be harmed.

Because property owners, managers and travelers can access our websites using a variety of hardware and software platforms, we will need to continuously modify and enhance our service to keep pace with related technological changes. We may not be successful in developing necessary, functional and popular modifications and enhancements. Furthermore, uncertainties about the timing and nature of these necessary changes could result in unplanned research and development expenses. In addition, any failure of our online marketplace to operate effectively with future technologies could result in dissatisfaction from travelers, distributors, property owners, and managers, any of which could harm our business.

31 

We may be subject to liability for the activities of our property owners and managers, which could harm our reputation and increase our operating costs.

We may receive complaints related to certain activities on our websites, including disputes over the authenticity of an ALR listing. We may be subject to claims of liability for unauthorized use of credit card and/or bank account information, identity theft, phishing attacks, potential breaches of system security, libel, and infringement of third-party copyrights, trademarks or other intellectual property rights. Fraud may be purported by owners or managers listing properties which either do not exist or are significantly not as described in the listing. The methods used by perpetrators of fraud constantly evolve and are complex. Moreover, our trust and security measures may not detect all fraudulent activity. Consequently, we expect to receive complaints from travelers and requests for reimbursement of their rental fees, as well as actual or threatened related legal action against us in the usual course of business.

We may also be subject to claims of liability based on events that occur during travelers’ stays at ALRs, including those related to robbery, injury, death, and other similar incidents. These types of claims could increase our operating costs and adversely affect our business and results of operations, even if these claims do not result in liability, as we incur costs related to investigation and defense. The available terms and conditions of our websites specifically state that we are exempt from any liability to travelers relating to these matters. However, the enforceability of these terms varies from jurisdiction to jurisdiction, and the laws in this area are consistently evolving. If we are subject to liability or claims of liability relating to the acts of our property owners or managers, or due to fraudulent listings, we may be subject to negative publicity, incur additional expenses and be subject to liability, any of which could harm our business and our operating results.

Loss or material modification of our credit card acceptance privileges could have a material adverse effect on our business and operating results. Credit card acceptance privileges involve additional potential costs relating to reimbursements and fraud.

The loss of our credit card acceptance privileges could significantly limit the availability and desirability of our products and services. Moreover, if we fail to fully perform our contractual obligations, we could be obligated to reimburse credit card companies for refunded payments that have been contested by the cardholders. In addition, even when we are in compliance with these obligations, we bear other expenses including those related to the acceptance of fraudulent credit cards. As a result of all of these risks, credit card companies may require us to set aside additional cash reserves, may increase the transaction fees they charge us, or may even refuse to renew our acceptance privileges.

In addition, credit card networks, such as Visa, MasterCard and American Express, have adopted rules and regulations that apply to all merchants who process and accept credit cards and include the Payment Card Industry Data Security Standards, or the PCI DSS. Under these rules, we are required to adopt and implement internal controls over the use, storage and security of card data. We assess our compliance with the PCI DSS rules on a periodic basis and make necessary improvements to our internal controls. Failure to comply may subject us to fines, penalties, damages and civil liability and could prevent us from processing or accepting credit cards. However, we cannot guarantee that compliance with these rules will prevent illegal or improper use of our payment systems or the theft, loss or misuse of the credit card data.

The loss of, or the significant modification of, the terms under which we obtain credit card acceptance privileges could have a material adverse effect on our business, revenue and operating results.

Our revenue, expenses and operating results could be negatively affected by changes in travel, real estate and ALR markets, as well as general economic conditions.

Our business is particularly sensitive to trends in the travel, real estate and vacation rental markets, which are unpredictable, as well as trends in the general economy. Therefore, our operating results, to the extent they reflect changes in the broader travel, real estate and vacation rental industries, may be subject to significant fluctuations. For example, changes in the travel industry, such as disruptions caused by war, terrorist attacks, pandemics and epidemics, natural disasters, weather, bankruptcies or diseases could significantly reduce the willingness of potential travelers to plan vacation and other travel. Such disruptions that harm or destroy vacation homes could cause the property owners and managers of such homes to cancel or fail to renew their listings. Downturns in real estate markets may result in decreased new building rates and increases in foreclosures, which could also result in fewer vacation rentals available for listing. Also, since vacation travel is generally dependent on discretionary spending, negative general economic conditions could significantly reduce the overall amount that travelers spend on vacation travel.

32 

Additionally, property owners may choose or be forced to sell their vacation rentals during periods of economic slowdown or recession. Any or all of these factors could reduce the demand for vacation rentals and our services, thereby reducing our revenue. This in turn could increase our need to make significant expenditures to continue to attract distributors, property owners, managers and travelers to our websites.

Vacation rentals are often located in popular vacation destinations around the world and utilized on a seasonal basis. Factors influencing the desirability of vacation rentals in a particular region or season could adversely affect our ability to obtain new listings and retain existing listings.

ALRs are often located in popular vacation destinations and utilized on a seasonal basis. As a result, our listings involve properties that are often concentrated in particular regions, and our revenue is dependent upon our ability (or willingness) to list properties in those regions. If we became unable (or unwilling) to list properties in a particular region, our listings in the region could decline or cease to grow, and revenue and results of operations could be adversely impacted. Notwithstanding the above, adverse economic conditions, or pandemics, including COVID-19, could result in future seasonal patterns that are different from historical trends.

In addition, factors influencing the desirability of ALRs in a particular region or during a specific season could adversely affect our ability to obtain new listings and retain existing listings. A significant natural disaster, political turmoil, pandemic, epidemic or other regional disturbance could reduce the number of available vacation rentals in that area, reducing our listing base and our revenue. In addition, if we do not have sufficient property listings in a newly popular vacation destination, we could fail to attract travelers; consequently, property owners and managers may opt to list their properties with a competitor having a greater presence in that area.

As described above, the global travel industry has experienced sharp declines in demand as a result of COVID-19 and the ultimate effects and longevity of such decreased demand is currently not known; however, such decrease in demand is expected to have a material adverse effect on our fiscal 2021 revenues and results of operations.

We could face liability for transactions and information on (or accessible through) our or, our distributors’, online marketplaces.

A significant portion of the information available through our and our distributors’ online marketplaces is submitted by property owners and managers and third parties. Property owners and managers could assert that information concerning them on our websites contains errors or omissions and third parties could seek damages from us for losses incurred if they rely upon such incorrect information. We could also be subject to claims that such information is defamatory, libelous, or infringes on third-party copyrights and privacy and publicity rights. We might be subject to claims that by providing links to third party websites, we are liable for wrongful actions by those third parties. Even if these claims do not result in liability to us, we could incur significant costs in investigating and defending against these claims.

In addition, our services will feature a property review platform, which allows travelers to post property reviews and other information about properties, property owners and managers. Although this feedback is generated by users and not by us, claims of libel, defamation or other injury have been made against other Internet service providers offering similar forums and may be made against us for content posted in this forum. Our potential liability for this information could require us to expend substantial resources to reduce our liability exposure and may limit the attractiveness of our and our distributors’ online marketplace. Moreover, our general liability insurance may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for all liability that may be imposed and as a result we could face significant liability for such claims which could have a material adverse effect on our cash flows.

33 

Property owner, distributor, manager or traveler complaints or negative publicity about our company, our services or our business activities could diminish use of our online marketplace and our brand.

Property owner, distributor, manager or traveler complaints or negative publicity about our company, our services or our business activities could severely diminish consumer confidence in and use of our online marketplace and negatively affect our brand. Our measures to combat risks of fraud and breaches of privacy and security can damage relations with our property owners and managers, for instance when we remove listings which have repeatedly been reported as misleadingly described. These measures heighten the need for prompt and accurate customer service to resolve irregularities and disputes. Effective customer service requires significant personnel expense, and this expense, if not managed properly, could significantly impact our profitability. Failure to manage or train our customer service representatives properly could compromise our ability to handle property owner, manager and traveler complaints effectively. If we do not handle these complaints effectively, our reputation may suffer, and we may lose the confidence of property owners, distributors, managers and travelers. We may also be the subject of blog or forum postings that include inaccurate statements and create negative publicity. As a result of these complaints or negative publicity, property owners, distributors and managers may discontinue their listing or services with us or travelers may discontinue their use of our websites, and our business, brand and results of operations could be adversely impacted.

If we do not adequately protect our intellectual property, our ability to compete could be impaired.

Our intellectual property includes the content of our websites, registered domain names, as well as registered and unregistered trademarks. We believe that our intellectual property is an essential asset of our business and that our domain names and our technology infrastructure currently give us a competitive advantage in the online market for ALR listings. If we do not adequately protect our intellectual property, our brand, reputation and perceived content value could be harmed, resulting in an impaired ability to compete effectively.

To protect our intellectual property, we rely on a combination of copyright, trademark, patent and trade secret laws, contractual provisions and our user policy and restrictions on disclosure. Upon discovery of potential infringement of our intellectual property, we promptly take action we deem appropriate to protect our rights. We also enter into confidentiality agreements with our employees and consultants and seek to control access to and distribution of our proprietary information in a commercially prudent manner. The efforts we have taken to protect our intellectual property may not be sufficient or effective, and, despite these precautions, it may be possible for other parties to copy or otherwise obtain and use the content of our websites without authorization. We may be unable to prevent competitors from acquiring domain names or trademarks that are similar to, infringe upon or diminish the value of our domain names, service marks and our other proprietary rights. Even if we do detect violations and decide to enforce our intellectual property rights, litigation may be necessary to enforce our rights, and any enforcement efforts we undertake could be time-consuming, expensive, distracting and result in unfavorable outcomes. A failure to protect our intellectual property in a cost-effective and meaningful manner could have a material adverse effect on our ability to compete.

Effective trademark, copyright and trade secret protection may not be available in every country in which our products are available over the Internet. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving.

34 

We may be subject to claims that we violated intellectual property rights of others, which are extremely costly to defend and could require us to pay significant damages and limit our ability to operate.

Companies in the Internet and technology industries, and other patent and trademark holders seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. There may be intellectual property rights held by others, including issued or pending patents and trademarks, that cover significant aspects of our technologies, content, branding or business methods. Any intellectual property claims against us, regardless of merit, could be time-consuming and expensive to settle or litigate and could divert our management’s attention and other resources. These claims also could subject us to significant liability for damages and could result in our having to stop using technology, content, branding or business methods found to be in violation of another party’s rights. We might be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially reasonable terms, or at all. If we cannot license or develop technology, content, branding or business methods for any allegedly infringing aspect of our business, we may be unable to compete effectively. Even if a license is available, we could be required to pay significant royalties, which could increase our operating expenses. We may also be required to develop alternative non-infringing technology, content, branding or business methods, which could require significant effort and expense and be inferior. Any of these results could harm our operating results.

We currently rely on a small number of third-party service providers to host and deliver a significant portion of our services, and any interruptions or delays in services from these third parties could impair the delivery of our services and harm our business.

We rely on third-party service providers for numerous products and services, including payment processing services, data center services, web hosting services, insurance products for customers and travelers and some customer service functions. We rely on these companies to provide uninterrupted services and to provide their services in accordance with all applicable laws, rules and regulations.

We use a combination of third-party data centers to host our websites and core services. We do not control the operation of any of the third-party data center facilities we use. These facilities may be subject to break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism and other misconduct. They are also vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes and similar events. We currently do not have a comprehensive disaster recovery plan in place nor do our systems provide complete redundancy of data storage or processing. As a result, the occurrence of any of these events, a decision by our third-party service providers to close their data center facilities without adequate notice or other unanticipated problems could result in loss of data as well as a significant interruption in our services and harm to our reputation and brand. Additionally, our third-party data center facility agreements are of limited durations, and our third-party data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements with these facilities on commercially reasonable terms, we may experience delays in the provisioning of our services until an agreement with another data center facility can be arranged. This shift to alternate data centers could take more than 24 hours depending on the nature of the event.

Furthermore, we depend on continuous and uninterrupted access to the Internet through third-party bandwidth providers to operate our business. If we lose the services of one or more of our bandwidth providers for any reason or if their services are disrupted, we could experience disruption in our services or we could be required to retain the services of a replacement bandwidth provider, which could harm our business and reputation.

Our operations are dependent on the availability of electricity, which also comes from third-party providers. If we or the third-party data center facilities that we use to deliver our services were to experience a major power outage, it could result in disruption of our services and harm to our business.

If these companies experience difficulties and are not able to provide services in a reliable and secure manner, if they do not operate in compliance with applicable laws, rules and regulations and, with respect to payment and card processing companies, if they are unable to effectively combat the use of fraudulent payments on our websites, our results of operations and financial positions could be materially and adversely affected. In addition, if such third-party service providers were to cease operations or face other business disruption either temporarily or permanently, or otherwise face serious performance problems, we could suffer increased costs and delays until we find or develop an equivalent replacement, any of which could have an adverse impact on our business and financial performance.

35 

Our processing, storage, use and disclosure of personal data will expose us to risks of internal or external security breaches and could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

The security of data when engaging in electronic commerce is essential in maintaining consumer and supplier confidence in our services. Substantial or ongoing security breaches whether instigated internally or externally on our systems or other internet-based systems could significantly harm our future business. It is possible that advances in computer circumvention capabilities, new discoveries or other developments, including our own acts or omissions, could result in a compromise or breach of customer transaction data.

We cannot guarantee that our security measures will prevent security breaches or attacks. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our security systems could steal customer information or transaction data, proprietary information or cause significant interruptions in our operations. For instance, from time to time, companies have experienced “denial-of-service” type attacks that have made portions of websites slow or unavailable for periods of time. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches, and reductions in website availability and response time could cause loss of substantial business volumes during the occurrence of any such incident. Security breaches could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. Security breaches could also cause customers and potential customers to lose confidence in our security, which would have a negative effect on the value of our brand.

We also face risks associated with security breaches affecting third parties conducting business over the Internet. Consumers generally are concerned with security and privacy on the Internet, and any publicized security problems could inhibit the growth of the Internet and, therefore, our services as a means of conducting commercial transactions. Additionally, security breaches at third parties such as supplier or distributor systems upon which we may rely could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions.

In our processing transactions, we expect to receive a large volume of personally identifiable data but, we will not store personally identifiable data. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations and financial condition.

Our websites may encounter technical problems and service interruptions.

Our websites may in the future experience slower response times or interruptions as a result of increased traffic or other reasons. These delays and interruptions resulting from failure to maintain Internet service connections to our site could frustrate visitors and reduce our future web site traffic, which could have a material adverse effect on our business.

If we do not successfully implement any acquisition strategies, our operating results and prospects could be harmed.

We face competition within our industry for acquisitions of businesses, technologies and assets, and, in the future, such competition may become more intense. As such, even if we are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or at all because of such competition. Furthermore, if we enter into negotiations that are not ultimately consummated, those negotiations could result in diversion of management time and significant out-of- pocket costs. Even if we are able to complete such acquisitions, we may additionally expend significant amounts of cash or incur substantial debt to finance them, which indebtedness could result in restrictions on our business and use of available cash. In addition, we may finance or otherwise complete acquisitions by issuing equity or convertible debt securities, which could result in dilution of our existing stockholders. If we fail to evaluate and execute acquisitions successfully, we may not be able to realize their benefits. If we are unable to successfully address any of these risks, our business, financial condition or operating results could be harmed.

36 

If we fail to maintain effective internal controls, it could adversely affect our financial position and lower our stock price.

We are subject to reporting and other obligations under the Exchange Act, including the requirements of the Sarbanes-Oxley Act. These provisions require annual management assessments of the effectiveness of our internal controls over financial reporting. We also operate in a complex environment and expect these obligations, together with our rapid growth and expansion through acquisitions, to place significant demands on our management and administrative resources, including accounting and tax resources. If we are unable to conclude that our internal control over financial reporting is effective, our investors could lose confidence in the accuracy and completeness of our financial reports.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.

Wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock or where shares are to be issued to our officers, directors and applicable consultants, free trading shares pursuant to Form S-8 registration statements. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, which may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.

We have significant indebtedness, which could adversely affect our business and financial condition.

As of February 29, 2020, the aggregate face value of a line of credit and promissory notes amounted to $2.77 million. Risks relating to our indebtedness include:

● increasing our vulnerability to general adverse economic and industry conditions;

● requiring us to dedicate a portion of our cash flow from operations to principal and interest payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

● making it more difficult for us to optimally capitalize and manage the cash flow for our businesses;

● limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;

● possibly placing us at a competitive disadvantage compared to our competitors that have less debt; and

● limiting our ability to borrow additional funds or to borrow funds at rates or on other terms that we find acceptable.

37 

Because we are a small company, the requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company with listed equity securities, we must comply with the federal securities laws, rules and regulations, including certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act and the Dodd-Frank Act, related rules and regulations of the SEC, with which a private company is not required to comply. Complying with these laws, rules and regulations will occupy a significant amount of time of our directors and management and will significantly increase our costs and expenses, which we cannot estimate accurately at this time. Among other things, we must:

● establish and maintain a system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

● prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

● maintain various internal compliance and disclosures policies, such as those relating to disclosure controls and procedures and insider trading in our common stock;

● involve and retain to a greater degree outside counsel and accountants in the above activities;

● maintain a comprehensive internal audit function; and

● maintain an investor relations function.

In addition, being a public company subject to these rules and regulations may require us to accept less director and officer liability insurance coverage than we desire or to incur substantial costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors.

Risks Related to the Ownership of our Common Stock

Nevada law and our Articles of Incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing stockholders.

We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.00001 par value per share and 3,000,000 shares of Series A Preferred stock, $0.01 par value per share. As of the date of this report, we have 13,270,589 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock and/or to affect a reverse stock split, without stockholder approval, and if additional shares are issued, it could cause substantial dilution to our then stockholders. Additionally, shares of preferred stock may be issued by our Board of Directors without stockholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors, which may be greater than the shares of common stock currently outstanding. As a result, shares of preferred stock may be issued by our Board of Directors which cause the holders to have super majority voting power over our shares, provide the holders of the preferred stock the right to convert the shares of preferred stock they hold into shares of our common stock, which may cause substantial dilution to our then common stock stockholders and/or have other rights and preferences greater than those of our common stock stockholders. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of common stock and preferred stock, which could cause substantial dilution to our existing stockholders. Additionally, the dilutive effect of any preferred stock, which we may issue may be exacerbated given the fact that such preferred stock may have super majority voting rights and/or other rights or preferences which could provide the preferred stockholders with voting control over us subsequent to this offering and/or give those holders the power to prevent or cause a change in control. As a result, the issuance of shares of common stock and/or preferred stock may cause the value of our securities to decrease and/or become worthless.

38 

Our outstanding warrants may adversely affect the trading price of our common stock.

As of February 29, 2020, there were outstanding warrants to purchase 1,347,391 shares of common stock at a weighted average exercise price of $3.32 per share. For the life of the warrants, the holders have the opportunity to profit from a rise in the market price of our common stock without assuming the risk of ownership. The issuance of shares upon the exercise of outstanding securities will also dilute the ownership interests of our existing stockholders.

The availability of these shares for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock pursuant to the exercise of outstanding options or warrants or conversion of other securities, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our common stock to decline.

Certain warrants we have granted include anti-dilutive rights

The warrants to purchase 724,000 shares of common stock which we granted to certain purchases in our October 2018 offering (of which warrants to purchase 637,400 shares are currently outstanding) include anti-dilution rights, which provide that if at any time while the warrants are outstanding, we issue or are deemed to have issued (which includes shares issuable upon exercise of warrants and options and conversion of convertible securities) securities for consideration less than the then current exercise price of the warrants, subject to certain excepted issuances, the exercise price of such warrants is automatically reduced to the lowest price per share of consideration provided or deemed to have been provided for such securities, not to be less than $0.57 per share (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions). The warrants which originally had an exercise price of $2.85 per share currently have any exercise price of $2.00 per share as a result of our April 2019 underwritten offering.

Our stock price may be volatile.

The market price of our common stock is likely to be volatile and could be subject to wide fluctuations in response to, among other things, the risk factors described in this section of this Annual Report, and other factors beyond our control. Factors affecting the trading price of our common stock could include:

● variations in our operating results;

● variations in operating results of similar companies and competitors;

● changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common stock;

● changes in our outlook for future operating results which are communicated to investors and analysts;

● announcements of technological innovations, new products, services or service enhancements, strategic alliances or agreements by us or by our competitors;

● marketing and advertising initiatives by us or our competitors;

● the increase or decrease of listings;

● threatened or actual litigation;

● changes in our management;

● recruitment or departures of key personnel;

● market conditions in our industry, the travel industry and the economy as a whole;

● the overall performance of the equity markets;

● sales of shares of our common stock by existing stockholders;

● global pandemics and epidemics, such as COVID-19;

● the reports of industry research analysts who cover our competitors and us;

● stock-based compensation expense under applicable accounting standards; and

● adoption or modification of regulations, policies, procedures or programs applicable to our business.

39 

Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations and general economic, political and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock regardless of our actual operating performance. Each of these factors, among others, could harm the value of our common stock.

In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation; and we have previously been the target of this type of litigation. Securities litigation against us, regardless of the merits or outcome, could result in substantial costs and divert our management’s attention from other business concerns, which could materially harm our business.

If the holders of our common stock sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

Certain of our shareholders and warrant holders hold shares of common stock which are freely tradable and/or freely tradable upon exercise. Should such holders decide to sell their shares at a price below the market price as quoted on NASDAQ, or any exchange on which our common stock might be listed in the future, the price may continue to decline. A steep decline in the price of our common stock upon being quoted on NASDAQ, or any exchange on which our common stock might be listed in the future, would adversely affect our ability to raise additional equity capital, and even if we were successful in raising such capital, the terms of such raise may be substantially dilutive to current stockholders.

If securities analysts and other industry experts do not publish research or publish negative research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research, reports and other media that securities analysts and other industry experts publish about us or our business. If security analysts don’t cover our stock, downgrade our stock or publish negative research about our business, our stock price could decline. If analysts do not cover us in the future, cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the stock market and demand for our stock could decrease, which could cause our stock price or trading volume to decline. If one or more industry analysts publish negative statements about our business, our stock price could decline.

Failure to adequately manage our growth may seriously harm our business.

We plan to grow our business as rapidly as possible. If we do not effectively manage our growth, the quality of our services may suffer, which could negatively affect our reputation and demand for our services. Our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among other things:

● implement additional management information systems;

● further develop our operating, administrative, legal, financial, and accounting systems and controls;

● hire additional personnel;

● develop additional levels of management within our company;

● locate additional office space;

● maintain close coordination among our engineering, operations, legal, finance, sales and marketing, and client service and support organizations; and

● manage our expanding international operations.

40 

As a result, we may lack the resources to deploy our services on a timely and cost-effective basis. Failure to accomplish any of these requirements could impair our ability to deliver services in a timely fashion or attract and retain new customers.

We do not anticipate paying any dividends on our common stock.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future. If we do not pay cash dividends, our stockholders could receive a return on their investment in our common stock only if the market price of our common stock has increased when they sell their shares.

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

Nevada law and our articles of incorporation contain provisions that could delay or prevent a change in control of our Company. Some of these provisions include the following:

● 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

● 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 articles of incorporation, as amended, and under Nevada 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. Furthermore, these provisions may inhibit an attempt by our stockholders to change our direction or management.

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

We have adopted provisions, and will maintain provisions, to our amended and restated articles 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 articles of incorporation and Nevada law provide 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.

Our Common Stock may be delisted from the Nasdaq Capital Market if we cannot satisfy Nasdaq’s continued listing requirements.

Among the conditions required for continued listing on the Nasdaq Capital Market, Nasdaq requires us to maintain at least $2.5 million in stockholders’ equity or $500,000 in net income over the prior two years or two of the prior three years, to have a majority of independent directors, and to maintain a stock price over $1.00 per share. As of the date of this report, our stockholders’ equity is above Nasdaq’s $2.5 million minimum and, we have maintained our stock price over $1.00 per share (provided that our stock price has traded as low as $0.61 during calendar 2020 and is currently trading around $1.00 per share).

41 

Moving forward, we may not be able to maintain at least $2.5 million in stockholders’ equity, may not generate over $500,000 of yearly net income, we may not be able to maintain independent directors, we may not be able to maintain a stock price over $1.00 per share and/or may not be able to meet the requirements related to the number of independent directors on our Board of Directors and/or hold an annual meeting of shareholders on a timely basis. If we fail to timely comply with the applicable requirements, and/or to timely cure the deficiencies described above, our stock may be delisted. In addition, even if we demonstrate compliance with the requirements above, we will have to continue to meet other objective and subjective listing requirements to continue to be listed on the Nasdaq Capital Market. Delisting from the Nasdaq Capital Market could make trading our common stock more difficult for investors, potentially leading to declines in our share price and liquidity. Without a Nasdaq Capital Market listing, stockholders may have a difficult time getting a quote for the sale or purchase of our stock, the sale or purchase of our stock would likely be made more difficult and the trading volume and liquidity of our stock could decline. Delisting from the Nasdaq Capital Market could also result in negative publicity and could also make it more difficult for us to raise additional capital. The absence of such a listing may adversely affect the acceptance of our common stock as currency or the value accorded by other parties. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock in the secondary market. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock. In the event our common stock is delisted from the Nasdaq Capital Market, we may not be able to list our common stock on another national securities exchange or obtain quotation on an over-the counter quotation system.

If we are delisted from the Nasdaq Capital Market, your ability to sell your shares of our common stock could also be limited by the penny stock restrictions, which could further limit the marketability of your shares.

If our common stock is delisted from Nasdaq, it could come within the definition of “penny stock” as defined in the Exchange Act and would then be covered by Rule 15g-9 of the Exchange Act. That Rule imposes additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors. For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or willingness of broker-dealers to sell our securities, and accordingly would affect the ability of stockholders to sell their securities in the public market. These additional procedures could also limit our ability to raise additional capital in the future.

Due to the fact that our common stock is listed on the Nasdaq Capital Market, we are subject to financial and other reporting and corporate governance requirements which increase our costs and expenses.

We are currently required to file annual and quarterly information and other reports with the Securities and Exchange Commission that are specified in Sections 13 and 15(d) of the Exchange Act. Additionally, due to the fact that our common stock is listed on the Nasdaq Capital Market, we are also subject to the requirements to maintain independent directors, comply with other corporate governance requirements and are required to pay annual listing and stock issuance fees. These obligations require a commitment of additional resources including, but not limited, to additional expenses, and may result in the diversion of our senior management’s time and attention from our day-to-day operations. These obligations increase our expenses and may make it more complicated or time consuming for us to undertake certain corporate actions due to the fact that we may require Nasdaq approval for such transactions and/or Nasdaq rules may require us to obtain shareholder approval for such transactions.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

The Company leases its office space and certain office equipment under non-cancellable operating leases.

42 

Our executive, administrative and operating offices are primarily located in Weston, Florida where we leased approximately 2,500 square feet of office space at 2690 Weston Road, Suite 200, Weston, Florida 33331 from January 1, 2016 to March 31, 2018. The rent for this location for the year ended February 28, 2019 was $76,191.

The Company currently leases 2,500 square feet at 2893 Executive Park Drive Suite 201, Weston, Florida 33331. The lease has a term of three years from April 15, 2018 through April 14, 2021. Monthly rental costs for the periods ending April 14, 2019, 2020 and 2021 are $6,243, $6,492 and $6,781, respectively.

On October 1, 2019, the Company entered into a new contract for a new call/support center, totaling approximately 4,048 square feet, at 6345 South Pecos Road, Suites 206, 207, and 208, Las Vegas, Nevada 89120. The lease has a term of one year from October 1, 2019 through September 30, 2020. Monthly base rental costs are (i) $ 3,643 from October 1, 2019 through November 30, 2019; and (ii) $3,789 from December 1, 2019 through September 30, 2020. The rent also includes the monthly payment of the operating expenses (Tenant’s Proportionate Share of the Building and/or Project) which cost is approximately $1,100 per month.

Item 3. Legal Proceedings

The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

On March 28, 2016, the Company was presented with a Demand for Arbitration, pursuant to Rule 4(a) of the American Arbitration Association Commercial Rules of Arbitration, whereby Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) are arguing that $700,000 is due to them, even though they have already been paid said amounts through preferred shares that were issued as a guarantee and which Claimants converted into shares of common stock. In connection with the purchase of the stock of the entity that eventually became RealBiz Media Group, Inc. (and subsequently Verus International, Inc.), the Company issued 380,000 shares of Monaker Series D Preferred Stock shares with a value of $1,900,000, which was considered the $1,200,000 value of the stock portion of the purchase price, and was also meant to guaranty the payment of the balance of $700,000. The Company contends that the obligation to pay the $700,000 was extinguished with the conversion of the Monaker Series D Preferred Stock shares into shares of common stock. The date for arbitration has not been set and the Company will vehemently defend its position.

The Company is unable to determine the estimate of the probable or reasonable possible loss or range of losses arising from the above legal proceeding; however, the Company denies the plaintiffs’ claims and intends to vehemently defend itself against the allegations. As of the date of this report, the Company has not received any correspondence regarding this proceeding for several years.

On March 14, 2014, a lawsuit was filed by Lewis Global Partners in the Circuit Court for Broward County, Florida Case No. LACE 14-005009 005009 alleging breach of contract and breach of implied covenant of good faith and fair dealing. In particular the lawsuit alleged that:

● In or around July 2, 2012 the plaintiff, Lewis Global Partners, LLC (Lewis Global), entered into a Subscription Agreement with us. The Subscription Agreement provided that Lewis Global would pay $13,500 in services rendered in consideration for 2,700 shares of Series B Preferred Stock (the “Preferred B Shares”). The-Subscription Agreement also provided Conversion Rights to convert each $5.00 Preferred B Share into either shares of the Company or 100 shares of ‘Next 1 Realty’ (our then wholly-owned real estate division, which subsequently became Verus).

43 

● On or around June 10, 2013, plaintiff sent a Notice of Conversion to the Company and requested to convert its Preferred B Shares into 270,000 shares of common stock of Verus.

● The Company failed to deliver the 270,000 shares of common stock of Verus and because at the time of the Notice of Conversion the common stock in Verus was approximately $2.65 per share, the damages Lewis Global alleged are due total $715,500, provided that the value has depreciated significantly since the time of the Notice of Conversion.

On April 5, 2019, we entered into a Settlement Agreement with Lewis Global relating to the dismissal with prejudice of the lawsuit with Lewis Global. The agreement further provided for general releases from each party.

On August 21, 2019, the Company closed the transactions contemplated by an Intellectual Property Purchase Agreement dated August 15, 2019 (the “IP Purchase Agreement”) by and between the Company, as buyer, and IDS Inc., as seller (“IDS”). Pursuant to the IP Purchase Agreement, the Company agreed to purchase certain proprietary technology from IDS for the reservation and booking of air travel, hotel accommodations, car rentals, and ancillary products, services, and amenities, integration of the same with the providers of such products and services, associated functions, including website addresses, patents, trademarks, copyrights and trade secrets relating thereto, and all goodwill associated therewith (collectively, the “IP Assets”). The purchase price of the IP Assets was $4,920,000, which was paid by way of the issuance by the Company to IDS of 1,968,000 shares of restricted common stock (the “IDS Shares”), with an agreed upon value of $2.50 per share.

On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and certain other defendants affiliated with IDS in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Pursuant to the complaint, the Company alleges causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and seeks a temporary and permanent injunction against the defendants, requiring such persons to return the IDS Shares to the Company and preventing such persons from selling or transferring any IDS Shares, seeks damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts.

The complaint was filed as a result of IDS’s failure to deliver the IP Assets, certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder.

Contractual Settlement

On January 28, 2020, the Company entered into a Settlement Agreement with CorProminence, LLC (“COR”), a New York limited liability company, relating to the marketing and consulting agreement dated December 24, 2018. The Company agreed to pay COR (i) 50,000 restricted shares of common stock of the Company which were already issued on December 24, 2018 when the agreement was signed, (ii) $15,000 payable on or before January 31, 2020, and (iii) $85,000 payable in eleven (11) equal consecutive monthly installments of $7,727 to settle the matter.  

Item 4. Mine Safety Disclosures

Not applicable.

44 

PART II

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

Market Information

Our common stock currently trades on the NASDAQ Capital Market under the ticker symbol “MKGI”. Prior to February 22, 2018, our common stock traded on the OTCQB market under the same symbol.

Holders

As of May 25, 2020, there were approximately 450 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number of record stockholders is not indicative of the total number of stockholders of the Company when including securities beneficially owned.

Dividends

To date, we have not declared or paid any dividends on our outstanding shares. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings to finance our operations and future growth, our Board of Directors will have discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements and other factors, which our Board of Directors may deem relevant.

There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1.       We would not be able to pay our debts as they become due in the usual course of business, or;

2.      Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

Transfer Agent

Our stock transfer agent is American Stock Transfer Co. (“AST”), 6201 15th Avenue, Brooklyn, NY 11219. AST’s telephone number in the U.S. is (718) 921-8124 and their internet address is www.amstock.com. 

Share Repurchase Transactions

During the years ended February 29, 2020 and February 28, 2019, there were no repurchases of the Company’s common stock by the Company.

Recent Issuances of Unregistered Securities

There have been no sales of unregistered securities during the quarter ended February 29, 2020 and from the period from December 1, 2019 to the filing date of this report, which have not previously been disclosed a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

45 

Item 6. Selected Financial Data

Not applicable.

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

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this filing. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. These statements involve risks and uncertainties and our actual results could differ materially from those discussed below. See the “Forward-Looking Statements” disclosure above for a discussion of the uncertainties, risks and assumptions associated with these statements. See also the disclosures under “Item 1A. Risk Factors”, above for additional discussion of such risks. 

Growth Opportunities and Trends

Our ability to further grow our revenue will depend largely on increasing the number of distributors, the number of paid listings, increasing revenue per listing and increasing revenue from other products and services through our marketplace.

Our achievement of these objectives will further depend on our ability to successfully enable more online bookable listings. Achieving growth in the number of distributors and the number of listings involves our ability to (i) increase our listing renewal rates, (ii) reach new distributors, property managers and owners through marketing activities, and/or (iii) obtain new listings through geographic expansion, strategic acquisitions or investments. Increasing revenue per listing and revenue from other products and services will involve our ability to successfully drive more bookings and to successfully introduce new products to our marketplace.

In the future, we believe it will become more important to increase marketing investments to grow and further advertise our brand and products to distributors and travelers. We have seen other companies launch online businesses offering ALRs or other alternatives to hotels and we believe this growing favorable awareness of alternatives to hotels will support growth in our business. However, we have also seen a trend of increased government regulation and taxation of the industry. We continue to monitor the effects of these trends and will take actions as necessary to mitigate their effects.

We also expect that fiscal 2021 will be impacted negatively by the effects of COVID-19 as discussed below.

Recent Significant Funding Transactions

As discussed in greater detail under “Item 8. Financial Statements and Supplementary Data” – “Note 16 - Subsequent Events”:

● On April 3, 2020, the Company entered into a Note Purchase Agreement with Iliad Research and Trading, L.P., pursuant to which the Company sold Iliad a Secured Promissory Note in the original principal amount of $895,000. Iliad paid consideration of $800,000 for the Note, which included an original issue discount of $80,000 and reimbursement of Iliad’s transaction expenses of $15,000.

● On May 8, 2020, the Company obtained a $176,534 (the “Loan”) from The Commercial Bank (the “Lender”), pursuant to the Paycheck Protection Program (the “PPP”) under the “CARES Act”. The Loan is evidenced by a promissory Note (the “PPP Note”), dated effective May 8, 2020.

46 

Additionally, we were significantly dependent during the year ended February 29, 2020, and since on funds provided by members of our Board of Directors, as described in greater detail under “Item 8. Financial Statements and Supplementary Data” – “Note 9 – Related Party Promissory Notes and Transactions” and “Note 16 - Subsequent Events”.

Key Financial Highlights

Key financial highlights for the fiscal year ended (FYE) February 29, 2020 include the following:

● Travel and commission revenues were $441,769 compared to $505,187 for the FYE February 28, 2019, a decrease of 12.6%;

● Net loss attributable to Monaker Group, Inc. was approximately $9.4 million, or $(0.80) per basic and diluted share for the FYE February 29, 2020, compared to a net profit of approximately $4.3 million, or $0.50 per diluted share, for the FYE February 28, 2019, or a decrease of 320%;

● Cash used in operating activities was approximately $4.94 million for the FYE February 29, 2020 compared to cash used in operating activities of approximately $3.55 million for the FYE February 28, 2019;

● Cash provided by financing activities was approximately $3.29 million for the FYE February 29, 2020 compared to approximately $2.53 million for the FYE February 28, 2019;

● There was a net increase in cash of approximately $129,527 for the FYE February 29, 2020, compared to a decrease in cash of approximately $1,571,435 for the FYE February 28, 2019; and

● Cash and cash equivalents as of February 29, 2020 was approximately $162,506.

RESULTS OF OPERATIONS

Results of Operations for the Fiscal Year Ended February 29, 2020 Compared to the Fiscal Year Ended February 28, 2019

Revenues

Total travel and commission revenues decreased 12.6% to $441,769 for the fiscal year ended (FYE) February 29, 2020, compared to $505,187 for the FYE February 28, 2019, a decrease of $63,418. The decrease is mainly attributable to a decrease in the sale of large groups of travel package trips throughout the fiscal year.

Cost of Revenues

We had cost of revenues of $352,963 for the year ended February 29, 2020, compared to $400,814 for the year ended February 28, 2019, which decrease mainly corresponded to the decrease in revenues over the same period.

Operating Expenses

Our operating expenses, including  technology and development, salaries and benefits, selling and promotion, amortization of intangibles, impairment of intangibles and general and administrative expenses, increased 13.1% to $6,056,421 for the FYE February 29, 2020, compared to $5,332,153 for the fiscal year ended February 28, 2019, an increase of $724,268 or 13.6%. The main reasons for the increase in operating expenses were a $403,194 or 21.1% increase in general and administrative expenses, due to increases in investor relations, professional / consulting fees, and asset management expense, a $381,440 or 27.2% increase in salaries and benefits, a $376,084 or 35.1% increase in technology and development expenses, and a $135,303 increase in selling and promotions, offset by a $482,278 decrease in stock-based compensation.

47 

Other Income (Expenses)

Other income (expense) includes gain on sale of assets, valuation gain/(loss), interest expense, loss on legal settlement, contract settlement expenses, and realized loss on sale of marketable securities. Total other expenses were $3,487,071 for the FYE February 29, 2020, which were mainly due to the $5,267,208 valuation loss offset by the $1,984,870 realized gain on investment in unconsolidated affiliates for the FYE February 29, 2020, compared to total other income of $9,526,343 for the FYE February 28, 2019, which primarily was due to $5,250,000 of gain on sales of assets and $4,528,596 of valuation gain on investment in unconsolidated affiliates.

Net Income/Loss

We had net loss of $9,454,686 for the FYE February 29, 2020, compared to net income of $4,298,563 for the FYE February 28, 2019, an increase in net loss of $13,753,249 from the prior period. The increase in net loss was primarily attributable to the decrease in other income of $13,013,415, largely related to the decreases of gain on sales of assets and valuation gain on investment in unconsolidated affiliates of $5,250,000 and $9,732,387, respectively, and an increase in operating expenses of $724,268, offset by an increase of $2,027,728 of realized gain on sale of marketable securities.

Contractual Obligations. 

The following schedule represents obligations and commitments on the part of the Company that are not included in liabilities:

	Current		Long Term
	FYE 2021		FYE 2022 and FYE 2023 beyond		Totals
Office Leases	$	121,879	$	10,171	$	132,050
Other		7,940		—		7,940
Totals	$	129,819	$	10,171	$	139,990

Liquidity and Capital Resources; Going Concern

At February 29, 2020, we had $162,506 of cash on-hand, an increase of $129,527 from $32,979 at February 28, 2019. The increase in cash is due primarily to (i) $1,225,000 borrowed from the Monaco Trust and other directors as described in “Item 8. Financial Statements and Supplementary Data” – “Note 9 – Related Party Promissory Notes and Transactions”, and (ii) the net proceeds of $1,665,869 from sales of Verus common stock to the public in open market transactions as described in “Item 8. Financial Statements and Supplementary Data” – “Note 5 – Acquisitions and Dispositions”, and (iii) funds raised through issuances of common stock of $1,785,930, which were offset by the payment of operating expenses of $4,937,697, the purchase of furniture, computer and equipment of $21,345, and website development costs of $82,729, paid during the year under the Asset Management Services Agreement with IDS Inc. 

As of February 29, 2020, the Company had total current liabilities of $4,078,849, consisting of other notes payable in the form of a Line of Credit facility of $1,200,000 from National Bank of Commerce (formerly Republic Bank)(described below) of which $1,192,716 was drawn; a $150,000 Promissory Note owed to our director Jamie Mandola, a $25,000 Promissory Note owed to our director Pasquale LaVecchia, and a Note payable to The Donald P. Monaco Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company, in the amount of $1,400,000; accounts payable and accrued expenses of $833,679 (an increase of $141,296 from $692,383 as of February 28, 2019); $76,762 of operating lease liability; and other current liabilities of $400,692, of which $250,000 is from the sales of Verus Series A Preferred Stock to the Company’s directors in October 2019) (an increase of $355,876 from $44,816 as of February 28, 2019). We anticipate that we will satisfy these amounts from proceeds derived from equity sales (similar to the April 2019 underwritten offering), sales of marketable securities, conversions to equity securities and revenue generated from sales, as well as from our cash on hand.

48 

As of February 29, 2020, we had $10.2 million in total assets, $4.1 million in total liabilities, negative working capital of $2.5 million and a total accumulated deficit of $115.8 million.

Net cash used in operating activities increased to $4,937,697 for the FYE February 29, 2020, an increase of $1,384,104 from the $3,553,593 cash used in operating activities during the FYE February 28, 2019. The main items relating to the increase were $5.3 million of valuation loss and $2.0 million of gain on sale of marketable securities.

Net cash provided by investing activities increased to $1,781,491 for the FYE February 29, 2020, a decrease of $2,332,658 from $551,167 net cash used during the FYE February 28, 2019. The decrease was primarily due to the proceeds from sale of marketable securities of $1,984,870.

Net cash provided by financing activities increased to $3,285,733 for the FYE February 29, 2020, an increase of $752,408 from $2,533,325 for the FYE February 28, 2019. The increase was primarily due to a net increase in funds raised through issuances of common stock of $1,785,930, funds received from promissory notes of $1,225,000, and a decrease in payment on shareholder loan of $627,500, offset by a decrease in shareholder loans of $977,500, and a decrease of $110,788 in the exercise of common stock warrants.

On June 15, 2016, we entered into a revolving line of credit agreement with Republic Bank, Inc. of Duluth, Minnesota, which merged with National Bank of Commerce, which continued as the surviving entity, on July 8, 2019 (“National Bank”). The revolving line of credit has been amended various times to date, and on May 7, 2020, we entered into a new Promissory Note with National Bank (“New Note”) in connection with the line of credit. The New Note replaced a prior promissory Note we had in place with National Bank in connection with our $1,200,000 revolving line of credit, and extended the due date of the prior Note from June 30, 2020 to December 31, 2020. The New Note also amended the interest rate of the prior Note to provide that amounts due under the New Note accrue interest at the rate of prime plus 3% (which rate is currently 6.25%)(the interest rate of the prior Note was prime plus 1%), subject to a floor of 4.5%, which interest is payable monthly in arrears. The New Note may be prepaid at any time without penalty. The New Note contains standard and customary events of default. The current balance of the New Note is $1,192,716. The loan contains standard and customary events of default and no financial covenants. The balance of the line of credit was $1,192,716 as of February 20, 2020.

Additional information regarding our notes payable, notes receivable, investments in equity instruments, acquisitions and dispositions and line of credit can be found under “Item 8. Financial Statements and Supplementary Data” – “Note 3 – Notes Receivable”; “Note 9 – Related Party Promissory Notes and Transactions”, “Note 4 – Investment in Equity Instruments”, “Note 5 – Acquisitions and Dispositions”, “Note 7 – Line of Credit”; and “Note 16 – Subsequent Events”.

We have very limited financial resources. We currently have a monthly cash requirement of approximately $300,000, exclusive of capital expenditures. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support ourselves. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and 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. As of February 29, 2020, we had approximately $4.1 million of current liabilities. 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.

49 

To date, we have funded our operations with the proceeds from equity and debt financings and we anticipate we will continue to meet our funding requirements through the sale of equity or debt financing, which funds may not be available on favorable terms, if at all. We anticipate that we would need several millions of dollars to properly market our services and fund the operations for the next 12 months. Assuming we are able to raise the funds discussed above, we currently anticipate that by the fourth fiscal quarter of FYE February 29, 2020, our operations could be self-sustaining and providing the necessary cash flow to enable us to continue to grow the Company.

Although we currently cannot predict the full impact of the COVID-19 pandemic on our first or second fiscal 2021 financial results, we currently anticipate a significant decrease in year-over-year revenue, which decreases may continue throughout the remainder of fiscal 2021 or beyond. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is unknown and impossible to predict at this time.

Separately, our capital requirements may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. To the extent there are material differences between these estimates and our actual results, our consolidated financial statements will be affected.

Our significant accounting policies are described in “Item 8. Financial Statements and Supplementary Data” – “Note 2 - Summary of Significant Accounting Policies” to the accompanying consolidated financial statements. 

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on our results of operations. We believe that the policies listed below involve the greatest degree of complexity and judgment by our management and are critical for understanding and evaluating our financial condition and results of operations. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted.

Revenue Recognition

We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured.

Revenues for customer travel packages purchased directly from the Company are recorded in gross amounts (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. We also generate revenue from commissions on bookings and sales of ancillary products and services.

Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).

50 

Business Combinations

The purchase prices of acquired businesses or acquired assets have been allocated to the tangible and intangible assets acquired and liabilities assumed, based upon their estimated fair value at the date control is obtained. The difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill.

Most of the businesses we have acquired did not have a significant amount of tangible assets. We typically identified the following identifiable intangible assets in each acquisition: trade name, customer relationships and internal software. In making certain assumptions on valuation and useful lives, we considered the unique nature of each acquired asset.

Determining the estimated fair value of assets involves the use of significant estimates, judgment and assumptions, such as future cash flows and selection of comparable companies. Future changes in our assumptions or the interrelationship of those assumptions may negatively impact future valuations and could result in an impairment of goodwill or intangible assets that may have a material effect on our financial condition and operating results.

Definite-lived intangible assets are recorded at cost and amortized using a method that reflects our best estimate of the pattern in which the economic benefit of the related intangible asset is utilized.

Goodwill and indefinite-lived intangible assets, such as certain trade names, are not amortized and are subject to annual impairment tests during the fourth quarter, or whenever events or circumstances indicate impairment may have occurred. For goodwill and indefinite lived intangible assets, we complete a quantitative analysis that compares the fair value of our reporting unit or indefinite-lived intangible assets to the carrying amounts, and an impairment loss is recognized equivalent to the excess of the carrying amount over the fair value.

Accounts Receivable

We extend credit to our customers in the normal course of business. Further, we regularly review outstanding receivables, and provide for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, we make judgments regarding our 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, and adjustments to the allowance for doubtful accounts may be required. We maintain reserves for potential credit losses, and such losses traditionally have been within our expectations. As of February 29, 2020, and February 28, 2019, we had $0 and $0 of accounts receivable, respectively. Our allowance for doubtful accounts was $0 as of February 29, 2020.

Impairment of Long-Lived Assets

In accordance with Accounting Standards Codification 360-10, “Property, Plant and Equipment”, we periodically review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We recognize 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. As of February 29, 2020, we had not impaired any long-lived assets.

Website Development Costs

We account for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized subject to straight-line amortization over a three-year period and costs incurred in the day to day operation of the website are expensed as incurred.

51 

Goodwill and Other Intangible Assets

In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, we assess the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important, which could trigger an impairment review include the following:

1. Significant underperformance to historical or projected future operating results;

2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and

3. Significant negative industry or economic trends.

When we determine that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flow, we record an impairment charge. We measure any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. We evaluated the remaining useful life of the intangibles and did not record an impairment of intangible assets during the years ended February 29, 2020 and February 28, 2019.

Intellectual properties that have finite useful lives are amortized over their useful lives. We incurred amortization expense of $293,804 and $293,804 for the years ended February 29, 2020 and February 28, 2019, respectively, which is included in general and administrative expenses. Also, $1,485,000 of website development costs and $600,000 of rights to purchase land were impaired as of February 28, 2018. The impairment of the website development costs were reversed when the shares of the Company’s common stock issued to Exponential, Inc. (“XPO”) were cancelled and the impairment of the rights to own such shares was reversed when the Bettwork promissory Note was converted to shares of Bettwork common stock. See “Item 8. Financial Statements and Supplementary Data” – “Note 5 – Acquisitions and Dispositions” “Exponential, Inc (XPO)”.

Convertible promissory notes

Upon issuance of convertible promissory senior notes, we separated the notes into liability and equity components. We record debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the notes as a whole. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the notes using the effective interest rate method. The equity component is not re-measured as long as it continues to qualify for equity classification. The balance of convertible promissory senior notes, as of February 29, 2020 and February 28, 2019, was $0 and $0, respectively.

In accounting for the transaction costs related to the Note issuance, we allocated the total amount incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are being amortized to expense over the term of the notes using the effective interest rate method, and transaction costs attributable to the equity component were netted with the equity component in stockholders’ equity.

52 

Derivative Instruments

We enter into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. We account for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. We determine the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument.

We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of our common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of our common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income.

Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the FASB determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for several outstanding warrants that contain down round features as derivative instruments.

Stock-Based Compensation

We have stock-based compensation plans which allow for the issuance of stock-based awards, including stock options, restricted stock units and restricted stock awards. We compute share-based payments in accordance with Accounting Standards Codification 718-10 “Compensation” (ASC 718-10). ASC 718-10 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 employees 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 an entity’s equity instruments or that may be settled by the issuance of those equity instruments.

53 

SAB No. 107, Share-Based Payment (“SAB 107”) provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. We have applied the provisions of SAB 107 in its adoption of ASC 718-10. We account for stock-based compensation expense by amortizing the fair value of each stock-based award expected to vest over the requisite service or performance period. The fair value of restricted stock awards is based on the number of shares granted and the closing price of our common stock on the date of grant. The fair value of each stock option award is calculated on the date of grant using the Black-Scholes option-pricing model.

The Black-Scholes model requires various assumptions including fair value of the underlying stock, volatility, expected term, risk-free interest rate and expected dividends. We use our historical experience to estimate the expected forfeiture rate of awards, and only recognize expense for those awards expected to vest. To the extent the actual forfeiture rate is different from the estimate, the stock-based compensation expense is adjusted accordingly. If any of the assumptions we use in estimating the fair value of awards change significantly or the actual forfeiture rate is different than the estimate, stock-based compensation expense may differ materially in the future.

We have implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. These pronouncements did not have a material impact on the financial statements and unless otherwise disclosed, we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Income Taxes

We account for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes” in accordance with the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and the 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. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. We then assess the likelihood that the deferred tax assets will be recovered from future taxable income and the reversal of temporary taxable differences. A valuation allowance is established against deferred tax assets to the extent we believe that recovery is not likely. Significant judgment is required in determining any valuation allowance to be recorded. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income, reversals of taxable temporary differences and the feasibility of tax planning over the periods in which the temporary differences are deductible. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which the determination is made.

The difference between our effective income tax rate and the federal statutory rate is primarily a function of the mix of uncertain tax positions and permanent differences including non-deductible charges. Our provision for income taxes is subject to volatility and could be adversely impacted if earnings or tax rates differ from our expectations or if new tax laws are enacted.

Significant judgment is required in evaluating any uncertain tax positions, including the timing and amount of deductions and allocations of income among various tax jurisdictions. We are required to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. We adjust these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. To the extent that the final outcome of a matter is different than the amount recorded, such differences will impact the provision for income taxes in the period in which the determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as any related net interest and penalties.

54 

We have adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 29, 2020, the Company’s income tax returns for tax years ending February 28, 2018, 2017, February 29, 2016, February 28, 2015, 2014, 2013, and February 29, 2012 remain potentially subject to audit by the taxing authorities.

We follow the guidance of ASC 740, “Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry- forwards. No current tax provision has been made in the accompanying statement of income (loss) because no taxes are due currently or were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry- forward has been recognized, as it is not deemed likely to be realized.

Earnings per Share

Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is not presented because it is anti-dilutive.

On June 25, 2015, we effected a 1:50 reverse stock-split of all of our outstanding shares of common stock, which has been retroactively reflected herein.

On February 12, 2018, we effected a 1:2.5 reverse stock-split of all of our outstanding shares of common stock, which has been retroactively reflected herein.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

55 

Item 8. Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Description	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statement of Cash Flows	F-4
Consolidated Statements of Stockholders’ Equity	F-5
Notes to Consolidated Financial Statements	F-6

56

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Monaker Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Monaker Group, Inc. (“the Company”), as of February 29, 2020 and February 28, 2019, and the related statements of operations, changes in stockholder’s equity and cash flows for the years then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of February 29, 2020 and February 28, 2019, and the consolidated results of its operations and its cash flows for the years ended February 29, 2020 and February 28, 2019, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Emphasis of a Matter

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, the Company has an accumulated deficit and limited financial resources. This raises substantial doubt about its ability to continue as a going concern. Management’s plan with regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ Thayer O’Neal Company, LLC

Thayer O’Neal Company, LLC

We have served as the Company’s auditor since 2019

Sugar Land, Texas

May 29, 2020

F-1

Monaker Group, Inc. and Subsidiaries

Consolidated Balance Sheets

	February 29,			February 28,
	2020			2019
Assets
Current Assets
Cash	$	162,506		$	32,979
Prepaid expenses and other current assets		334,995			25,873
Investment in unconsolidated affiliate – Short-term		979,954			—
Security deposits		53,279			38,529
Notes receivable, net		37,500			—
Total current assets		1,568,234			97,381
Investment in unconsolidated affiliates		1,849,077			8,096,239
Website Development costs and intangible assets, net		6,712,547			1,941,816
Fixed Assets, net		19,664			—
Operating lease right-of-use asset		76,762			—
Due from Distributor		—			12,410
Total assets	$	10,226,284		$	10,147,846
Liabilities and Stockholders’ Equity
Current Liabilities
Line of Credit	$	1,192,716		$	1,193,000
Accounts payable and accrued expenses		833,679			692,383
Notes payable, related parties		1,575,000			350,000
Operating lease liability		76,762			—
Other current liabilities		400,692			44,816
Total current liabilities		4,078,849			2,280,199
Total liabilities		4,078,849			2,280,199
Commitments and contingencies
Stockholders’ equity
Series A Preferred stock, $.01 par value; 3,000,000 authorized; 0 and 0 shares issued and outstanding at February 29, 2020 and February 28, 2019, respectively		—			—
Common stock, $.00001 par value; 500,000,000 shares authorized; 13,064,339 and 9,590,956 shares issued and outstanding at February 29, 2020 and February 28, 2019, respectively		131			96
Additional paid-in-capital		122,000,201			114,265,762
Accumulated deficit		(115,852,897	)		(106,398,211	)
Total stockholders’ equity		6,147,435			7,867,647
Total liabilities and stockholders’ equity	$	10,226,284		$	10,147,846

The accompanying notes are an integral part of these consolidated financial statements.  

F-2

Monaker Group, Inc. and Subsidiaries

Consolidated Statements of Operations

	For the years ended
	February 29,			February 28,
	2020			2019
Revenues
Travel and commission revenues	$	441,769		$	505,187
Gross revenues		441,769			505,187
Cost of revenues		(352,963	)		(400,814	)
Gross profit		88,806			104,373
Operating expenses
General and administrative		2,310,238			1,907,044
Salaries and benefits		1,785,862			1,404,422
Technology and development		1,447,637			1,071,553
Stock-based compensation		377,381			859,659
Selling and promotions expense		135,303			—
Other expense		—			89,475
Total operating expenses		6,056,421			5,332,153
Operating loss		(5,967,615	)		(5,227,780	)
Other income (expense)
Gain (loss) on sales of assets		—			5,250,000
Valuation (loss) gain, net		(5,267,208	)		4,528,596
Interest expense		(164,177	)		(163,195	)
Contract and legal settlement expenses		(75,000	)		(46,200	)
Realized gain/(loss) on sale of marketable securities		1,984,870			(42,858	)
Other income/(expense)		34,444			—
Total other income (expense)		(3,487,071	)		9,526,343
Net (loss) income	$	(9,454,686	)	$	4,298,563
Weighted average number of common shares outstanding
Basic		11,773,633			8,629,224
Diluted		11,773,633			8,629,224
Basic net (loss) income per share	$	(0.80	)	$	0.50
Diluted net (loss) income per share	$	(0.80	)	$	0.50

The accompanying notes are an integral part of these consolidated financial statements. 

F-3

Monaker Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	For the years ended
	February 29,			February 28,
	2020			2019
Cash flows from operating activities:
Net (loss) income	$	(9,454,686	)	$	4,298,563
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization and depreciation		295,485			293,804
Stock based compensation and consulting fees		706,957			1,174,659
Unrealized valuation loss (gain) on marketable securities, net		5,267,208			(4,528,596	)
Realized (Gain) loss on sale of marketable securities		(1,984,870	)		42,857
Gain on sale of assets		—			(5,250,000	)
Bad debt expense		—			190,000
Loss on settlement		—			46,200
Changes in operating assets and liabilities:
Decrease/(increase) in prepaid expenses and other current assets		(264,962	)		(426	)
Decrease in security deposits		—			(23,529	)
Increase in accounts payable and accrued expenses		141,296			309,079
Increase/(Decrease) in other current liabilities		355,875			(106,204	)
Net cash provided by (used in) operating activities	$	(4,937,697	)	$	(3,553,593	)
Cash flows from investing activities:
Payment related to Intangible Assets		(61,805	)		—
Purchase of Furniture, Fixture and Equipment		(21,345	)		—
Payment related to website development costs		(82,729	)		(961,167	)
Proceeds from sale of marketable securities		1,984,870			600,000
Proceeds from note receivable - related party		—			40,000
Payment for note receivable - related party		(37,500	)		(230,000	)
Net cash used in investing activities	$	1,781,491		$	(551,167	)
Cash flows from financing activities:
Proceeds from issuance of common stock		1,785,930			1,797,450
Proceeds from exercise of warrants		275,087			385,875
Proceeds from shareholder loans		—			977,500
Proceeds from promissory notes		1,225,000			—
Payment on shareholder loans		—			(627,500	)
Payment on bank loan		(284	)		—
Net cash provided by financing activities	$	3,285,733		$	2,533,325
Net increase/(decrease) in cash	$	129,527		$	(1,571,435	)
Cash at beginning of year	$	32,979		$	1,604,414
Cash at end of year	$	162,506		$	32,979
Supplemental disclosure:
Cash paid for interest	$	164,177		$	78,110
Supplemental disclosure of non-cash investing and financing activity:
Shares issued for intellectual property purchase	$	4,920,000		$	—
Conversion of notes receivable to investment		—			5,250,000
Issuance of note receivable	$	—		$	1,600,000

The accompanying notes are an integral part of these consolidated financial statements. 

F-4

Monaker Group, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the years ended February 29, 2020 and February 28, 2019

	Preferred Stock A				Common Stock						Additional Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Balances, February 28, 2018		—	$	—		8,001,266		$	80		$	111,901,094		$	(110,696,774	)	$	1,204,400
Common stock issued for cash						905,000			9			1,797,450						1,797,459
Warrants Exercised						147,000			1			385,875						385,876
Stock issued for stock compensation						503,300			5			649,205						649,210
Shares issued for Investor Relations						150,000			2			314,998						315,000
Shares Retired due to Termination/Breach of Contract						(140,000	)		(1	)		(1,039,499	)					(1,039,500	)
Warrants issued for stock compensation												210,439						210,439
Shares issued for Settlement						20,000			—			46,200						46,200
Anti-Dilution Shares Issued						4,390			—			—						—
Net income															4,298,563			4,298,563
Balances, February 28, 2019		—	$	—		9,590,956		$	96		$	114,265,762		$	(106,398,211	)	$	7,867,647
Common stock issued for cash						1,000,500			10			1,785,920						1,785,930
Warrants Exercised						122,350			1			275,086						275,087
Shares issued for stock compensation						188,533			2			302,305						302,307
Shares issued for Investor Relations						174,000			2			404,648						404,650
Shares issued for Intangible Assets						1,968,000			20			4,919,980						4,920,000
Shares issued for marketing services						25,000			—			46,500						46,500
Net (loss)												—			(9,454,686	)		(9,454,686	)
Balances, February 29, 2020		—	$	—		13,069,339		$	131		$	122,000,201		$	(115,852,897	)	$	6,147,435

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Monaker Group, Inc.
Notes to the Consolidated Financial Statements
February 29, 2020 and February 28, 2019

Note 1 – Description of Business and Summary of Significant Accounting Policies

Nature of Operations and Business Organization

Monaker Group, Inc. and its subsidiaries (“Monaker”, “we”, “our”, “us”, or “Company”) operate online marketplaces. We believe the most promising part of our business plan is the incorporation of Monaker’s proprietary white label Booking Engine and sizeable alternative lodging rental (ALR) properties into well-established marketplaces (i.e. a business-to-business (B2B) model) thereby facilitating easy access of alternative lodging rentals inventory to contracted global distributor partners.

The Company serves three major constituents: (1) property managers, (2) travelers and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Monaker Group, Inc. and all of its wholly and majority-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States. All significant intercompany transactions and balances have been eliminated in consolidation.

Business Segment

The Company has one operating segment consisting of various products and services related to its online marketplace of travel and accommodation rental listings.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, the valuation of stock options and, deferred income taxes.

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at February 29, 2020 and February 28, 2019.

Website Development Costs

The Company accounts for website development costs in accordance with ASC 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period.

F-6

Software Development Costs

The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

Impairment of Intangible Assets

In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following:

1. Significant underperformance compared to historical or projected future operating results.

2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business, and

3. Significant negative industry or economic trends.

When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $293,804 and $293,804 during the years ended February 29, 2020 and February 28, 2019, respectively.

Convertible Debt Instruments

The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt.

Derivative Instruments

The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument.

The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to determine the fair value of these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial period result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial period result in the application of non-cash derivative income.

F-7

Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the FASB determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for several outstanding warrants that contain down round features as derivative instruments.

Reclassification

Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ equity and net loss for the period.

Earnings per Share

Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

Revenue Recognition

We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured.

Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. We also generate revenue from commissions on bookings and sales of ancillary products and services.

F-8

Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).

Cost of Revenue

Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors.

Selling and Promotions Expense

Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses.

Advertising Expense

Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the years ended February 29, 2020 and February 28, 2019, was $135,303 and $0, respectively.

Share Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company recognizes compensation on a straight-line basis over the requisite service period for each award.

The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting awards (“ASU 2018-7”) on January 1, 2018. As a result, awards made to independent consultants/contractors on or subsequent to January 1, 2018 are measured based on the grant date closing price of the Company’s common stock consistent with awards made to the Company’s employees and directors. Unvested awards issued to independent consultants/ contractors as of the adoption date of January 1, 2018 were remeasured at the adoption date stock price. The Company will recognize the remaining unrecognized value of unvested awards over the remaining performance period, with no further remeasurement through the performance completion date. Prior to the adoption of ASU 2018-7, the Company determined that the fair value of the awards made to independent contractors would be measured based on the fair value of the equity instrument as it is more reliably measurable than the fair value of the consideration received. The Company used the grant date as the performance commencement date, and the measurement date was the date the services were completed, which was the vesting date. As a result, the Company recorded stock-based compensation for these awards over the vesting period on a straight-line basis with periodic adjustments during the vesting period for changes in the fair value of the awards. If there are any modifications or cancellations of the underlying unvested share-based awards, the Company may be required to accelerate, increase or cancel any remaining unrecognized or previously recorded stock-based compensation expense.

Warrant Modifications

The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3 by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date.

F-9

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 29, 2020, the Company’s income tax returns for tax years ending February 28, 2019, 2018, 2017, February 29, 2016 and February 28, 2015, 2014, 2013, and February 29, 2012 remain potentially subject to audit by the taxing authorities.

Monaker Group, Inc. follows the guidance of ASC 740, “Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No current tax provision has been made in the accompanying statement of income (loss) because no taxes are due currently or were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

Our effective tax rate was 25.5% for the years ended February 29, 2020 and February 28, 2019. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we have not incurred additional income tax expense during the February 29, 2020 and February 28, 2019 fiscal year-ends. The Company does not have exposure to tax on accumulated foreign earnings or an exposure from the repeal of foreign tax credits.

F-10

Fair Value of Financial Instruments

The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

○ Level 1 - Quoted prices in active markets for identical assets or liabilities.

○ Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

○ Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, notes receivable, net, accounts payable, accrued liabilities, notes payable, related parties, line of credit and certain other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments (see Note 13– Fair Value Measurements).

Recent Accounting Policies Adopted

Leases. In February 2016, the FASB issued new guidance related to accounting and reporting guidelines for leasing arrangements [Accounting Standards Update No. 2016-02, Leases (Topic 842) (the Update)]. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted and should be applied using a modified retrospective approach. We adopted this new guidance as of March 1, 2019.

The key difference between the previous guidance and the Update is the recognition of a right-to-use asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. Implementation of the Update will primarily impact the statement of financial position. It does not include provisions that would significantly impact the statements of operations or cash flows.

The Company’s leases are classified as operating leases. Therefore, the operating right-to-use asset and operating lease liability were recorded on the balance sheet. There is no impact to retained earnings upon adoption. Our monthly rent payment is recorded directly as an expense to the statement of operations and subsequently on the statement of cash flows.

Recent Accounting Pronouncements Not Yet Adopted

Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.

Note 2 – Going Concern

As of February 29, 2020, and February 28, 2019, the Company had an accumulated deficit of $115,852,897 and $106,398,211, respectively. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

We have very limited financial resources. We currently have a monthly cash requirement of approximately $300,000, exclusive of capital expenditures. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and 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. As of February 29, 2020, we had approximately $4,078,849 of current liabilities. 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.

Management’s plans with regard to this going concern are as follows: the Company will continue to raise funds from third parties by way of public or private offerings of equity or debt and sales of shares of other companies currently owned by the Company. Management and members of the Board are working aggressively to increase the viewership of our products by promoting it across other mediums which we anticipate will result in higher revenues. 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 greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern.

F-11

Note 3 – Notes Receivable

Current

$230,000 Promissory Note from Bettwork Industries Inc.

On October 10, 2018, we entered into a Promissory Note with Bettwork Industries Inc. (“Bettwork”), a related party, in the amount of $200,000 which was amended and superseded by an Amended Promissory Note dated October 19, 2018, in the amount of $230,000 (the “Bettwork Note”). The Bettwork Note bears interest at 12% per year and matured on February 28, 2019. All interest and the principal balance are due and payable on the maturity date. The Bettwork Note includes a “Default Rate” of eighteen percent (18.0%) per annum and is secured by all of the outstanding preferred stock shares held by the Chairman of the Board of Directors of Bettwork (which provide for super-majority voting rights) and Bettwork is precluded from issuing additional shares of common stock or preferred stock without consent from Monaker. In November 2018, a payment of $40,000 was received and the outstanding principal balance of the Bettwork Note as of February 29, 2020 and February 28, 2019 is $190,000 and $190,000, respectively. An allowance for bad debt of $190,000 (i.e., 100%) was reserved against the Bettwork Note as of February 28, 2019; this amount was recognized as a bad debt expense and is included in general and administrative expenses.

$37,500 Promissory Note from Crystal Falls Investments LLC.

On January 13, 2020, we entered into a Promissory Note with Crystal Falls Investments LLC. (“Crystal”), a related party, in the amount of $37,500. The Crystal Note bears interest at 12% per year and matured on April 14, 2020, and is past due and the parties are discussing an extension. All interest and the principal balance are due and payable on the maturity date. The Crystal Note includes a “Default Rate” of eighteen percent (18.0%) per annum and is secured by 2,000,000 Bettwork’s common shares (BETW) held in escrow with William Eilers. The Company has the right to elect at maturity of this note to either; (i) take cash payment, or (ii) pledged shares, or (iii) any combination of cash and shares. The outstanding principal balance of the Crystal Note as of February 29, 2020 and February 28, 2019 is $37,500 and $0, respectively.

Non-current

Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc

On November 21, 2017, we entered into a Purchase Agreement and an addendum thereto (the “Purchase Addendum”) with A-Tech LLC (“A-Tech”) on behalf of its wholly-owned subsidiary Parula Village Ltd. (“Parula”) whereby we purchased from A-Tech, through Parula, ownership of 12 parcels of land on Long Caye, Lighthouse Reef, Belize (the “Property”) for 240,000 shares of restricted common stock valued at a total of $1,500,000. As part of the same consideration, A-Tech agreed to construct 12 vacation rental residences on the Property within 270 days of closing of the transaction (the “Construction Obligation”); and the agreement provided that if the vacation rental residences were not completed within the 270 days, Monaker would cancel 12,000 shares, valued at $75,000 (of the previously issued 240,000 shares of restricted common stock) for each residence not completed. Additionally, in the event the average closing price of Monaker’s common stock for the 10 trading days prior to the 90th day after the closing of the transaction was less than $6.25 per share, Monaker was required to issue additional shares of restricted common stock such that the value of the shares issued to A-Tech totaled $1.5 million. On February 20, 2018 (the first business day following the 90th day after the closing), Monaker issued an additional 66,632 shares of common stock valued at $4.80 per share, for a total of $319,834, to meet the 90-day look-back provision for a guaranteed purchase price of $1.5 million. Bettwork and A-Tech share a common principal.

F-12

On May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “Secured Note”). The amount owed under the Secured Note accrues interest at a fluctuating interest rate, based on the prime rate, and is due and payable on May 31, 2020. The repayment of the Secured Note is secured by a first priority security interest in the ‘right to own’ and subsequent to the exercise thereof, the Property. Bettwork may prepay the Secured Note at any time, subject to its obligation to provide the Company 15 days prior written notice prior to any prepayment. The Secured Note was convertible into shares of Bettwork’s common stock, at our option, subject to a 9.99% beneficial ownership limitation. The conversion price of the Secured Note was $1.00 per share, unless, prior to the Secured Note being paid in full, Bettwork completed a capital raise or acquisition and issued common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “Transaction”), at which time the Conversion Price was to be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). On July 2, 2018, this promissory note was exchanged for 2,133,333 shares of Bettwork’s common stock at $0.75 per share. The outstanding principal balance of the Secured Note as of February 29, 2020 and February 28, 2019 is $0 and $0, respectively. A deferred gain liability of $1.6 million had been reserved against the Secured Note on May 31, 2018. Upon the exchange of the note for common stock shares of Bettwork, on July 2, 2018, the deferred gain liability reserve of $1.6 million was reversed and recognized in net income as other income, gain on sales of assets as of February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc

Effective on August 31, 2017, we entered into a Purchase Agreement (the “Purchase Agreement”) with Bettwork. Pursuant to the Purchase Agreement, we sold Bettwork:

(a) Our 71.5% membership interest in Voyages North America, LLC, a Delaware limited liability company (“Voyages”), including the voyage.tv website and 16,000 hours of destination and promotional videos;

(b) Our 10% ownership in Launch360 Media, Inc., a Nevada corporation (“Launch360”);

(c) Rights to broadcast television commercials for 60 minutes every day on R&R TV network stations which rights remain in place until the earlier of (i) the date the shares of Launch360 are no longer held by Bettwork; and (ii) the date that Launch360 no longer has rights to broadcast television commercials on R&R TV network stations, for whatever reason; and

(d) Our Technology Platform for Home & Away Club and supporting I.C.E. partnership (collectively (a) through (d), the “Assets”).

Bettwork agreed to pay $2.9 million for the assets, payable in the form of a Secured Convertible Promissory Note (the “$2.9 Million Secured Note”). The amount owed under the $2.9 Million Secured Note accrues interest at the rate of (a) six percent per annum until the end of the last day of the month in which the sale occurred; and (b) the greater of (i) six percent per annum and (ii) the prime rate plus 3 3/4% per annum, thereafter through maturity, which maturity date is August 31, 2020, provided that the interest rate increases to twelve percent upon the occurrence of an event of default. As of February 29, 2020 and February 28, 2019, no interest income has been accrued.

F-13

Bettwork may prepay the $2.9 Million Secured Note at any time, subject to its obligation to provide us 15 days written notice prior to any prepayment. The $2.9 Million Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the $2.9 Million Secured Note is $1.00 per share (the “Conversion Price”), unless, prior to the $2.9 Million Secured Note being paid in full, Bettwork completes a capital raise or acquisition and issues common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “Transaction”), at which time the Conversion Price will be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). On July 2, 2018, this promissory note was exchanged for 3,866,667 shares of Bettwork’s common stock at $0.75 per share. The outstanding principal balance of the $2.9 Million Secured Note as of February 29, 2020 and February 28, 2019 is $0 and $2,900,000, respectively, and, an allowance of $2,900,000 (i.e., 100%) had been reserved against the $2.9 Million Secured Note upon its inception on August 31, 2017. Upon the exchange of the note into common stock shares of Bettwork on July 2, 2018, the deferred gain liability reserve of $2.9 million was reversed and recognized in net income as other income, gain on sales of assets for the year ended February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

Conversion of $750,000 Promissory Note Into 1,000,000 Common Stock Shares of Bettwork Industries Inc.

On May 16, 2016, the Company entered into a Membership Interest Purchase Agreement with Crystal Falls, for the sale of its 51% membership interest in Name Your Fee, LLC, in exchange for a Promissory Note, maturing on May 15, 2018, in the amount of $750,000 (the “Name Your Fee Note”). The Name Your Fee Note does not accrue interest, is secured by the 51% membership interest in Name Your Fee, LLC and was to be repaid through 20% of the net earnings received in NameYourFee.com through maturity. The Name Your Fee Note contains standard and customary events of default. The principal amount of the note was due on May 15, 2018 and was in default.

On August 31, 2017, we entered into an Assignment and Novation Agreement (the “Assignment”) with Bettwork and Crystal Falls. Pursuant to the Assignment, the Name Your Fee Note, which had a principal balance of $750,000 as of the date of the Assignment, was assigned from Crystal Falls to Bettwork, we agreed to only look to Bettwork for the repayment of the Name Your Fee Note, Bettwork agreed to repay the Name Your Fee Note pursuant to its terms, and we provided Crystal Falls a novation of amounts owed thereunder. Crystal Falls also released us from any and all claims in connection with such Name Your Fee Note and any other claims which Crystal Falls then had. The Assignment also amended the Name Your Fee Note to include an option which allowed us to convert the amount owed under the Name Your Fee Note into shares of Bettwork’s common stock at a conversion price of $1.00 per share. On July 2, 2018, this promissory note was exchanged for 1,000,000 shares of Bettwork’s common stock at $0.75 per share. The outstanding principal balance of the Name Your Fee Note as of February 29, 2020 and February 28, 2019 is $0, and, an allowance for bad debt of $750,000 (i.e., 100%) was reserved against the Name Your Fee Note as of February 28, 2018; this amount was recognized as a bad debt expense included in general and administrative expenses during the fiscal year ended February 28, 2018. Upon the exchange of the note for common stock shares of Bettwork, on July 2, 2018, the reserve of $750,000 was reversed and recognized in net income as other income, gain on sales of assets, as of February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

Note 4 – Investment in Equity Instruments

We assess the potential impairment of our equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value.

Verus International, Inc and NestBuilder.com Corp (OTCMKTS: VRUS)

We have recognized an impairment loss on investment in unconsolidated affiliate. As of February 29, 2020, and February 28, 2019, Monaker owned 16,345,101 and 44,470,101 shares of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (“Verus”)) Series A Preferred Stock, respectively. This interest was written down to zero ($0) as of February 28, 2015.

On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“Nestbuilder”) and American Stock Transfer & Trust Company, LLC (“AST”) relating to the dismissal with prejudice of certain pending lawsuits with Verus, including Case No.: 1:16-cv-24978- DLG in the United States District Court for the Southern District of Florida. As part of the Settlement Agreement, Monaker agreed to pay Nestbuilder $100,000 and to issue 20,000 shares of Monaker’s restricted common stock to person(s) to be designated by Nestbuilder; Verus reinstated to Monaker 44,470,101 shares of Verus Series A Convertible Preferred Stock and ratified all rights under the Certificate of Designation as reformed and amended (to provide for a conversion ratio of 1 share of Verus common stock for each 1 share of Verus Series A preferred stock converted) and remove any dividend obligations. The Verus designation was also amended to provide us with anti-dilution protection below $0.05 per share. Also, as part of the Settlement Agreement, Monaker received 49,411 shares of common stock of Nestbuilder. The agreement further provided for each party to dismiss the above referenced lawsuits with prejudice and for general releases from each party. As a result of the settlement, (i) the investment in equity securities, representing 44,470,101 shares of Verus Series A Preferred Stock, is recorded at $0 as of February 28, 2019 and, (ii) the investment in equity securities, representing 49,411 shares of Nestbuilder’s common stock, is recorded at $0 as of February 28, 2019.

F-14

On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus. Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “Series A Preferred Stock”)(of which we held, and continue to hold, 44,470,101 shares of Series A Preferred Stock, which converts into common stock of Verus, and votes on all stockholder matters, on a one-for-one basis, subject to the Ownership Blocker (discussed below)), to remove certain anti-dilution rights described therein; and Verus agreed to issue us 152,029,899 shares of its common stock, following Verus’ planned increase in authorized shares of common stock, pursuant to the anti-dilution rights of that certain Settlement Agreement by and among the Company, Verus, American Stock Transfer & Trust Company, LLC and NestBuilder.com Corp. executed on or about December 22, 2017, as previously disclosed. The designation of the Series A Preferred Stock, as amended, includes a 9.99% beneficial ownership limitation, preventing the Company from converting such Series A Preferred Stock into common stock of Verus (and reducing the voting rights of such preferred stock proportionally), if upon such conversion, the Company, its affiliates and/or any group which it is a part of, would own greater than 9.99% of Verus’ common stock (the “Ownership Blocker”).

On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus International, Inc., formerly Realbiz Media Group, Inc. (“Verus” and the “Inducement Agreement”). Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “Series A Preferred Stock”)(of which we held, and continue to hold, 44,470,101 shares of, which converts into common stock of Verus, and votes on all stockholder matters, on a one-for-one basis, subject to the Ownership Blocker (discussed below)), to remove certain anti-dilution rights described therein; and Verus agreed to issue us 152,029,899 shares of its common stock (valued at approximately $2.2 million, based on a current trading price of Verus’ common stock of approximately $0.015 per share), following Verus’ planned increase in authorized shares of common stock, pursuant to the anti-dilution rights of that certain Settlement Agreement by and among the Company, Verus, American Stock Transfer & Trust Company, LLC and NestBuilder.com Corp. executed on or about December 22, 2017, as previously disclosed.

On April 16, 2019, Verus filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, to increase its authorized common stock from 1,500,000,000 shares to 7,500,000,000 shares and to decrease the par value of its common stock and preferred stock from $0.001 per share to $0.000001 per share. On April 23, 2019, Verus issued us the 152,029,899 shares of common stock.

As of January 31, 2020, Verus has 2,320,876,565 shares of common stock outstanding, 41,444,601 shares of Series A preferred stock outstanding and 430,801 shares of Series C preferred stock outstanding.

On February 29, 2020, the Company owned the 61,247,139 remaining shares of Verus’s common stock at $0.016 per share valued at $979,954. 

6,142,856 shares of Bettwork Industries Inc. Common Stock (OTC Pink: BETW)

On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000 (as described in Note 3 – Notes Receivable), evidencing amounts we were owed by Bettwork, were exchanged for 7,000,000 shares of Bettwork’s common stock at $0.75 per share for a fair value of $5,250,000 as of July 2, 2018. Bettwork’s common stock has a readily determinable fair value as it is quoted on the OTC Pink market under the symbol “BETW”.

F-15

On November 29, 2018 and December 6, 2018, the Company entered into Stock Purchase Agreements with each of (a) the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and the Chairman of the Board of Directors of the Company; and (b) Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company, respectively (collectively, the “Purchasers” and the “Stock Purchase Agreements”). Pursuant to the Stock Purchase Agreements, the Company agreed to sell each of the Purchasers 428,572 shares of restricted common stock (857,144 in total) of Bettwork, which the Company then held (out of the 7 million shares of restricted common stock obtained by the Company pursuant to that certain Debt Conversion Agreement entered into with Bettwork, dated July 3, 2018, as previously disclosed) for an aggregate of $300,000 ($600,000 in total), or $0.70 per share. The purchase price for the Bettwork shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Bettwork’s common stock on the OTC Pink Market, as publicly reported. As additional consideration for entering into the Stock Purchase Agreements, the Company granted each of the Purchasers an option to acquire an additional 1,000,000 shares of restricted common stock of Bettwork for $700,000 ($0.70 per share), which option is exercisable by the applicable Purchaser at any time prior to the twenty-four (24) month anniversary of the closing date of the applicable Stock Purchase Agreement. The allocation of the original acquisition price to the shares purchased by the Monaco Trust resulted in a realized loss on the sale of marketable securities of $21,429. The allocation of the original acquisition price to the shares purchased by Charcoal resulted in a realized loss on the sale of marketable securities of $21,429.

As of August 31, 2018 (the end of the last fiscal quarter prior to the entry into the Stock Purchase Agreements), the Company had valued the above-noted shares of Bettwork’s common stock at the stock’s trading price which was $0.70 per share. The carrying value of the Bettwork shares have been marked to market at the end of each reporting period through February 28, 2019.

On February 29, 2020, the shares of Bettwork’s common stock were trading at $0.25 per share which decreased the fair value of the 6,142,856 remaining shares of Bettwork common stock to $1,535,714 and caused an accumulated fair value loss of $6,081,427 to be realized. The change in fair value of $6,081,427 is recognized in net income (loss) as other income, valuation loss, net, as a valuation loss as of February 29, 2020.

Pursuant to the OTC Markets as of May 11, 2020, Bettwork has 42,403,893 outstanding shares of common stock. The Company’s ownership of 6,142,856 shares of common stock represents a 14.5% interest in Bettwork. 

Recruiter.com Group, Inc. formerly Truli Technologies Inc (OTCQB: RCRT).

On August 31, 2016, Monaker entered into a Marketing and Stock Exchange Agreement with Recruiter.com (“Recruiter”). The Agreement required Monaker to issue to Recruiter 75,000 shares of Monaker common stock in exchange for 2,200 shares of Recruiter common stock. Also, Monaker issued to Recruiter an additional 75,000 shares of Monaker common stock for marketing initiatives within the Recruiter platform. In essence, Monaker issued 75,000 shares of its common stock to purchase 2,200 shares of Recruiter and, Monaker issued an additional 75,000 shares of its common stock as a prepayment for marketing and advertising within the Recruiter platform. Recruiter was at that time a private company with a platform that companies and individuals use for employment placements. Monaker’s investment in Recruiter is valued at zero.

On January 15, 2019, pursuant to an Agreement and Plan of Merger / Merger Consideration, Truli Technologies Inc which subsequently changed its name to Recruiter.com Group, Inc. (OTCQB: RCRT) (“Recruiter.com”) acquired Recruiter and Monaker exchanged its 2,200 shares in Recruiter for 11,141,810 shares of Recruiter.com common stock and, as of February 28, 2019, each share of Recruiter.com’s common stock was valued at $0.043. Therefore, as of February 28, 2019, the 11,141,810 shares of Recruiter.com common stock were valued at $479,098 which is included in the valuation gain as of February 28, 2019.

On August 22, 2019, Recruiter.com announced a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-80. This resulted in a reduction in the shares of Recruiter.com’s common stock held by the Company from 11,141,810 shares to 139,273 shares, which shares were valued at $2.70 per share at market closing on the date of the reverse.

As of February 29, 2020, each share of Recruiter.com’s common stock was valued at $2.25 per share which decreased the fair value of the 139,273 shares of Recruiter.com common stock to $313,363 and caused an accumulated fair value loss of $160,164 to be realized. The change in fair value of $160,164 is recognized in net income as other income, valuation loss, net, as a valuation loss as of February 29, 2020.

F-16

Note 5 – Acquisitions and Dispositions

On August 31, 2017, we entered into an Assignment and Novation Agreement (the “Assignment”) with Bettwork and Crystal Falls, as described in “Note 3 – Notes Receivable” above.

On August 31, 2017, we entered into a Purchase Agreement with Bettwork whereby we sold Bettwork Assets certain assets in consideration for a $2.9 Million Secured Note. See “Note 3 – Notes Receivable”– “Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc.”

Exponential, Inc (XPO)

On October 23, 2017, we entered into a Platform Purchase Agreement with Exponential, Inc. (“XPO”), which offers a white-label e-commerce platform. Pursuant to the Platform Purchase Agreement, XPO agreed to provide us software development services in connection with the development of an e-commerce platform (the Monaker Booking Engine (MBE)) and related application program interfaces (APIs). In consideration for the services agreed to be rendered by XPO, we issued XPO 200,000 shares of restricted common stock, valued at $1,485,000. Additional consideration for the issuance of the shares included Monaker becoming the exclusive provider of alternative lodging rentals (ALRs) for all travel sales on XPO’s platforms.

The investment in the XPO platform included a platform and API to be delivered to Monaker by November 17, 2017. The 200,000-share purchase price included 140,000 shares for granting Monaker exclusivity for all travel sales on the platforms of all of XPO’s clients. Monaker was granted a 180 day review period for performance of the platform (through May 16, 2018) and if Monaker concluded, at its sole discretion, that the platform did not perform as expected, Monaker could serve notice to cancel travel exclusivity and only maintain exclusivity in the Alternative Lodging Rental (ALR) category by reducing the number of shares due under the Platform Purchase Agreement to 60,000 shares (i.e., cancelling 140,000 of the Shares). The platform, as contracted with XPO, was delivered and it was continuously upgraded by XPO through May 16, 2018. However, the platform did not perform as represented by XPO and Monaker notified XPO of its intent to cancel the travel exclusivity shares (i.e., 140,000 shares) and cancelled those shares on June 29, 2018. The Company maintained exclusivity with XPO and its clients in the ALR category as agreed in the Platform Purchase Agreement in consideration for 60,000 shares, which were not cancelled. Although the 140,000 shares had not been cancelled as of February 28, 2018, due to agreement to cancel the travel exclusivity shares and the failure to connect Monaker’s ALR products to XPO, Monaker reserved 100% of the investment (i.e., 200,000 shares valued at $1,485,000) retroactively to February 28, 2018, and recognized an impairment loss as of February 28, 2018 and reduced the value of the asset to $0 as of February 29, 2020 and February 28, 2019.

On June 28, 2018, XPO’s travel exclusivity shares were cancelled and $1,039,500 of equity was recovered from the cancelling of the 140,000 shares. Since the impairment cannot be restored and the asset has already been reduced to $0, a valuation gain of $1,039,500 is realized for the value recovered in net income as other income, valuation gain, net, for the year ended February 28, 2019.

A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork

On November 21, 2017, Monaker entered into a Purchase Agreement and an addendum thereto (the “Purchase Addendum”) with A-Tech LLC (“A-Tech”) on behalf of its wholly- owned subsidiary Parula Village Ltd. (“Parula”) whereby Monaker purchased from A-Tech, through Parula, ownership of 12 parcels of land on Long Caye, Lighthouse Reef, Belize (the “Property”) for 240,000 shares of restricted common stock valued at a total of $1,500,000. Additionally, as part of the same consideration, A-Tech agreed to construct 12 vacation rental residences on the Property within 270 days of closing of the transaction (the “Construction Obligation”); and the agreement provided that if the vacation rental residences were not completed within the 270 days, Monaker would cancel 12,000 shares, valued at $75,000 (of the previously issued 240,000 shares of restricted common stock) for each residence not completed. In the event the average closing price of Monaker’s common stock for the 10 trading days prior to the 90th day after the closing of the transaction was less than $6.25 per share, Monaker was required to issue additional shares of restricted common stock such that the value of the shares issued to A-Tech totaled $1.5 million. On February 20, 2018 (the first business day following the 90th day after the closing), Monaker issued an additional 66,632 shares of common stock at $4.80 for a total of $319,834, to meet the 90 day anniversary look-back provision for a guaranteed purchase price of $1.5 million. In the event any encumbrances, taxes, levies, claims or liens of any kind are brought against the Property within 24 months of the closing, Monaker has the right at its sole discretion to either unwind the transaction and cancel all the shares issued to A-Tech or have A-Tech take actions to settle such claims. A-Tech also agreed to a leak out provision which prohibits it from selling shares of common stock exceeding 30% of the weekly volume of our common stock, up to a maximum of 96,000 shares each quarter, starting 180 days from the closing (provided that A-Tech is prohibited from selling any shares prior to the 180th day following the closing). Additionally, A-Tech granted us (or our assigns) a 48 hour first right of refusal to purchase any shares of common stock proposed to be sold by A-Tech at $6.25 per share, prior to A-Tech selling any such shares in the open market.

F-17

On May 31, 2018 effective February 28, 2018, Monaker and A-Tech entered into a First Amendment to the Purchase Agreement, to amend the terms of the Purchase Agreement to (a) provide for the acquisition by Monaker of a ‘right to own’ the Property instead of the ownership of the Property itself, as the title to the Property had not been legally transferred as of such date, which ‘right to own’ had an exercise price of $0 and was transferrable and exercisable by the Company at any time, (b) terminate the Construction Obligation, and (c) to correct certain inaccuracies in the original agreement. The First Amendment also required A-Tech to return 210,632 shares of common stock to Monaker for cancellation and were cancelled for non-performance. The First Amendment to the Purchase Agreement had an effective date of November 21, 2017.

Immediately thereafter, on May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “Secured Note”). The amount owed under the Secured Note accrues interest at a fluctuating interest rate, based on the prime rate, and is due and payable on May 31, 2020. The repayment of the Secured Note is secured by a first priority security interest in the ‘right to own’ and subsequent to the exercise thereof, the Property. Bettwork may prepay the Secured Note at any time, subject to its obligation to provide us 15 days prior written notice prior to any prepayment. The Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 9.99% beneficial ownership limitation. The conversion price of the Secured Note is $1.00 per share, unless, prior to the Secured Note being paid in full, Bettwork completes a capital raise or acquisition and issues common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “Transaction”), at which time the Conversion Price will be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). Bettwork and A-Tech share a common principal. On July 2, 2018, this promissory note was exchanged for 2,133,333 shares of Bettwork’s common stock at $0.75 per share. No amount was owed under the Secured Note as of February 29, 2020 and February 28, 2019. A deferred gain liability of $1.6 million had been reserved against the Secured Note on May 31, 2018. Upon the exchange of the note for common stock shares of Bettwork, on July 2, 2018, the deferred gain liability reserve of $1.6 million was reversed and recognized in net income as other income, gain on sales of assets for the year ended February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

Sale of Bettwork Shares to Directors

On November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to the Monaco Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company at $0.70 per share for a total of $300,000.

On December 6, 2018, effective November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company (“Charcoal”), at $0.70 per share for a total of $300,000.

F-18

Note 6 – Website Development Costs and Intangible Assets

The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 29, 2020 and February 28, 2019:

February 29, 2020

	Useful Life	Cost		Accumulated Amortization		Net Carrying Value
Website platform	1.0 years	$	400,000	$	400,000	$	—
Contracts, domains, customer lists	2.0 years		1,199,447		1,199,447		—
Website platform	3.0 years		37,657		37,657		—
Website development costs	3.0 years		883,776		801,126		82,650
Website development costs (not placed in service)	3.0 years		1,559,262		—		1,559,262
Web platform	4.0 years		598,099		598,099		—
Trademark	Indefinite		6,283		—		6,283
Software Development Costs	3.0 years		48,759				48,759
CIP – IDS Project			5,015,593		—		5,015,593
		$	9,748,876	$	3,036,329	$	6,712,547

During the year ended February 29, 2020, the Company purchased $5,015,593 of the intellectual property including an e-commerce platform from IDS Inc. The cost of purchases was recorded as Capital in Progress (CIP). In addition, The Company incurred $183 in fees to register its trademark and capitalized $48,759 of software development costs.

February 28, 2019

	Useful Life	Cost		Accumulated Amortization		Net Carrying Value
Website platform	1.0 years	$	400,000	$	400,000	$	—
Contracts, domains, customer lists	2.0 years		1,199,447		1,199,447		—
Website platform	3.0 years		37,657		37,657		—
Website development costs	3.0 years		883,776		507,322		376,454
Website development costs (not placed in service)	3.0 years		1,559,262		—		1,559,262
Web platform	4.0 years		598,099		598,099		—
Trademark	Indefinite		6,100		—		6,100
		$	4,684,340	$	2,742,525	$	1,941,816

During the year ended February 28, 2019, the Company incurred $183 in fees to register its trademark and $960,497 of additional development costs.

This capitalization of these costs fall within the scope of ASC 350-50-25-15 wherein costs of upgrades and enhancements should be capitalized as they will result in added functionality of the website.

Intangible assets are amortized on a straight-line basis over their expected useful lives, estimated to be 4 years, except for the website(s), which is 3 years. Amortization expense related to website development costs and intangible assets was $293,804 and $293,804 for the years ended February 29, 2020 and February 28, 2019, respectively.

Note 7 – Line of Credit

On June 15, 2016, we entered into a revolving line of credit agreement with Republic Bank, Inc. of Duluth, Minnesota (“Republic”), in the maximum amount of $1,000,000. Amounts borrowed under the line of credit accrue interest at the Wall Street Journal U.S. Prime Rate plus 1% (updated daily until maturity), payable monthly in arrears beginning on July 15, 2016. Any amounts borrowed under the line of credit are originally due on June 15, 2017; however, on June 12, 2017, the line of credit was extended for 90 days through September 13, 2017. On December 22, 2016, the revolving line of credit was increased to $1,200,000; all other terms of the revolving line of credit remained unchanged. On September 15, 2017, we entered into a replacement revolving line of credit agreement with Republic, which replaced and superseded the prior line of credit with Republic. The replacement extended the due date of the Line of Credit to September 15, 2018. On September 15, 2018, we entered into a replacement revolving line of credit agreement with Republic, which replaced and superseded the prior line of credit with Republic. The Line of Credit remains at $1.2 million, which borrowed amount was due and payable by us on September 15, 2019.

F-19

On September 16, 2019, the Company entered into a commercial debt modification agreement with Republic Bank to extend the maturity date of the line of credit to December 15, 2019. On December 6, 2019, the Company entered into another commercial debt modification agreement with Republic Bank (now known as National Bank of Commerce after the merger) to extend the maturity date of the line of credit to June 30, 2020. The line of credit, as amended and extended, provides that amounts borrowed under the line of credit accrue interest at the Wall Street Journal U.S. Prime Rate plus 1% (updated daily until maturity), payable monthly in arrears beginning on September 28, 2018. The loan contains standard and customary events of default and no financial covenants. As of February 29, 2020, and February 28, 2019, $1,192,716 and $1,193,000, respectively, is outstanding under the line of credit.

Interest expense charged to operations relating to this line of credit was $74,858 and $72,939, respectively for the years ended February 29, 2020 and February 28, 2019. The Company has accrued interest as of February 29, 2020 and February 28, 2019 of $-0- and $-0-, respectively.

Note 8 – Deferred Gain

On August 31, 2017, we sold non-core assets for $2,900,000 (with a net book value of $0) which included our 71.5% membership interest in Voyages North America, LLC, our 10% ownership in Launch360 Media, Inc., rights to broadcast television commercials for 60 minutes every day on R&R TV network stations and our technology platform for Home & Away Club in exchange for a $2.9 Million Secured Note from Bettwork (as described in “Note 3 – Notes Receivable” and “Note 5 – Acquisitions and Dispositions”).

The gain on the sale of the non-core assets (described above) is a deferred gain until it is probable that the Note receivable will be collected. The $2.9 Million Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the $2.9 Million Secured Note is $1.00 per share (the “Conversion Price”), unless, prior to the $2.9 Million Secured Note being paid in full, Bettwork completes a capital raise or acquisition and issues common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “Transaction”), at which time the Conversion Price will be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). On July 2, 2018, this promissory Note was exchanged for 3,866,667 shares of Bettwork’s common stock at $0.75 per share. The outstanding principal balance of the $2.9 Million Secured Note as of February 29, 2020 and February 28, 2019 is $0, and, an allowance of $2,900,000 (i.e., 100%) had been reserved against the $2.9 Million Secured Note since its inception on August 31, 2017. Upon the exchange of the Note into common stock shares of Bettwork on July 2, 2018, the deferred gain liability reserve of $2.9 million was reversed and recognized in net income as other income, gain on sales of assets for the year ended February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

Note 9 – Related Party Promissory Notes and Transactions

Related Party Transactions

Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 and $1,102,066 as of February 29, 2020 and February 28, 2019, respectively. These dividends will only be payable when and if declared by the Board. The dividends are owed to Donald P. Monaco, our Chairman, and William Kerby, our CEO and a director.

F-20

See also the information under “$230,000 Promissory Note from Bettwork Industries Inc.”, “Conversion of $750,000 Promissory Note Into 1,000,000 Common Stock Shares of Bettwork Industries Inc.”, “Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc“ and “Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc” under “Note 3 – Notes Receivable”, above and “A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork” under “Note 5 – Acquisitions and Dispositions”, above.

On July 28, 2018, Monaker borrowed $200,000 from The Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company (the “Monaco Trust”). The loan is evidenced by a Promissory Note in the amount of up to $300,000 (the “Monaco Trust Note”). The amount owed pursuant to the Monaco Trust Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and was due and payable on September 30, 2018, provided that the Note may be prepaid at any time without penalty. The Monaco Trust Note contains standard and customary events of default. This Note was repaid on October 2, 2018 through funds raised in our public offering which closed on October 2, 2018.

On August 23, 2018, Monaker borrowed $300,000 from the Monaco Trust. The loan is evidenced by a Promissory Note in the amount of $300,000 (the “2nd Monaco Trust Note”). The amount owed pursuant to the 2nd Monaco Trust Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and was due and payable on September 30, 2018, provided that the Note may be prepaid at any time without penalty. The 2nd Monaco Trust Note contains standard and customary events of default. This Note was repaid on October 2, 2018 through funds raised in our public offering which closed on October 2, 2018.

On August 14, 2018, William Kerby, the Chief Executive Officer of the Company loaned the Company $20,000, which was evidenced by a Promissory Note dated August 14, 2018. The loan is evidenced by a Promissory Note in the amount of $20,000 (the “Kerby Note”). The amount owed pursuant to the Kerby Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and was due and payable on September 30, 2018, provided that the Note may be prepaid at any time without penalty. The Kerby Note contains standard and customary events of default. On September 26, 2018, Mr. Kerby advanced an additional $7,500 for operating expenses under the same terms and conditions of the $20,000 Promissory Note; however, the Promissory Note was not amended, nor was a new Note entered into for the $7,500 advance. This Promissory Note, along with the $7,500 advance, was repaid on October 2, 2018 through funds raised in our public offering which closed on October 2, 2018.

On November 29, 2018, the Company sold 428,572 shares of Bettwork’s common stock to the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company, at $0.70 per share for a total of $300,000.

On December 6, 2018, effective November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company (“Charcoal”) at $0.70 per share for a total of $300,000.

From October 3, 2018, through February 28, 2019, Omar Jimenez (the former Chief Operating Officer, Chief Financial Officer and director of the Company), advanced the Company $607,000 to meet operating and capital expenses. A total of $491,000 of the advances were repaid through February 28, 2019, for a balance due Mr. Jimenez of $116,000 as of February 28, 2019. In March 2019, Mr. Jimenez advanced the Company an additional $328,000 and, in April 2019, Mr. Jimenez advanced the Company an additional $112,000 for a total of $440,000 of which $250,000 was repaid on March 28, 2019. The remaining balance due to Mr. Jimenez of $306,000 was repaid on April 29, 2019, from funds raised in an underwritten offering which closed in April 2019 discussed below under “Note 10- Stockholders’ Equity” – “Related Party Transactions”. As of February 29, 2019, the Company owed $0 to Mr. Jimenez for advances.

On April 3, 2019, the Company borrowed $125,000 from William Kerby, the Chief Executive Officer and member of the Board of Directors of the Company. The amount borrowed was evidenced by a Promissory Note dated April 3, 2019. The amount borrowed pursuant to the Note accrues interest at 12% per annum (18% upon the occurrence of an event of default) and was due and payable on April 30, 2019, provided that Mr. Kerby agreed to extend the due date pending the receipt of funds from our underwritten offering. The loan was repaid on May 2, 2019, from funds raised in our public offering which closed on October 2, 2018.

F-21

On February 4, 2019, the Company borrowed $150,000 from the Monaco Trust. The loan is evidenced by a Promissory Note in the amount of up to $700,000 (the “Revolving Monaco Trust Note”). The amount owed pursuant to the Revolving Monaco Trust Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and is due and payable on February 1, 2020, provided that the Note may be prepaid at any time without penalty. The Revolving Monaco Trust Note contains standard and customary events of default. The balance of the Revolving Monaco Trust Note can be accessed by the Company, on a revolving basis, at any time, from time to time, prior to the maturity date of the note, with the approval of the Monaco Trust. On February 14, 2019, the Company borrowed an additional $200,000 from the Monaco Trust under the Note and on March 27, 2019, the Company borrowed an additional $250,000 from the Monaco Trust under the Note for a total borrowed from the Monaco Trust Note of $600,000 as of February 28, 2019. The then amount of the Revolving Monaco Trust Note ($600,000) was repaid on April 29 2019, from funds raised in an underwritten offering which closed in April 2019 discussed below under “Note 10- Stockholders’ Equity” – “Related Party Transactions”.

On March 5, 2019, a First Amendment to Warrant agreement (the “Amendment”) between the Company and the Monaco Trust, which is beneficially owned by Donald P. Monaco, the Chairman of the Board of Directors of the Company, became effective and binding on the parties. Pursuant to the Amendment, the Company and the Monaco Trust agreed to reduce the exercise price of warrants to purchase 35,750 shares of common stock of the Company which were acquired by the Monaco Trust pursuant to the Common Stock and Warrant Purchase Agreement entered into between the Company and the purchasers named therein (including the Trust) dated July 31, 2017 and in consideration for liquidated damages due pursuant to the terms thereof, from $5.23 per share to $2.85 per share, in consideration for the Trust’s immediate exercise of such warrants for cash.

On April 25, 2019, we entered into an underwriting agreement (the “Underwriting Agreement”) with several Underwriters named in the Underwriting Agreement (the “Underwriters”) for whom Roth Capital Partners, LLC acted as representative, relating to the public offering, issuance and sale by the Company of 870,000 shares of common stock, at an offering price to the public of $2.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an additional 130,500 shares of common stock which was exercised by the Underwriters. The offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-224309), that was filed with the SEC, including the related prospectus, dated April 17, 2018, as supplemented by a prospectus supplement dated April 25, 2019.

The Underwriters sold 75,000 shares of common stock to an entity controlled by Donald P. Monaco, a director and chairman of the Company’s board, 100,000 shares of common stock to Simon Orange, a member of the Company’s board, and 25,000 shares of common stock, to William Kerby, our Chief Executive Officer and member of the Company’s board, at the $2.00 per share public offering price.

In total the Company sold 1,000,500 shares of common stock in the offering and net proceeds disbursed to the Company from the offering were $1.785 million, after deducting the underwriting discount and expenses of the underwriters in the offering (the “Underwritten Offering”).

As a result of the offering, the exercise price of the warrants to purchase 724,000 shares of common stock granted as part of the Company’s October 2, 2018 registered offering were automatically adjusted from $2.85 per share to $2.00 per share.

On June 14, 2019, the Compensation Committee of the Board of Directors of the Company approved a bonus to be paid to Mr. William Kerby, the Chief Executive Officer of the Company (which bonus was ratified by the Board of Directors), equal to 40% of his base salary ($400,000 or a bonus of $160,000 (the “Bonus”)), for his efforts and actions on behalf of the Company during fiscal 2019. The Bonus, in the option of Mr. Kerby, exercisable at any time prior to June 30, 2019, was eligible to be paid: (a) in shares of the Company’s common stock (the “Stock Bonus Option” and the “Option Shares”); (b) by way of the transfer/assignment from the Company to Mr. Kerby of shares of common stock held by the Company of (i) Verus; (ii) Recruiter.com; and/or (iii) Bettwork. Effective on June 17, 2019, Mr. Kerby exercised the Stock Bonus Option as to $41,000 of the amount owed in connection with the Bonus. In connection with such exercise, the Company issued him 12,812 shares of common stock under the 2017 Equity Incentive Plan. Also effective on June 17, 2019, Mr. Kerby provided notice to the Company of the exercise of the Subsidiary Option, pursuant to which Mr. Kerby requested that $119,000 of the Bonus be paid in shares of Verus’ common stock and as such, the Company, on August 9, 2019, transferred ownership of 5,042,373 shares of Verus’ common stock (based on an average five day closing price of $0.0236 per share), equal to $119,000, to Mr. Kerby, to satisfy the Bonus.

From June to August 2019, the Company borrowed additional funds from the Monaco Trust as follows; $200,000 on June 25, 2019, $50,000 on July 12, 2019, $100,000 on August 1, 2019, and $350,000 on August 14, 2019, which amounted to $700,000 in aggregate.

F-22

On October 29, 2019, the Company entered into Promissory Notes with Robert J. Mendola (a Director of the Company) and Pasquale LaVecchia (a Director of the Company) in the amounts of $150,000 and $25,000, respectively (the “Director Notes”). The Promissory Notes have an interest rate of 12% per annum (18% upon the occurrence of an event of default) and were due and payable on February 1, 2020, provided that the notes may be prepaid at any time without penalty (provided that all interest that would have been due had the notes remained outstanding through maturity must be paid at the time of repayment). The Company paid a 2% original issue discount in connection with the notes.

On October 29, 2019, the Company entered into Stock Purchase Agreements with (a) Monaco Investment Partners, LP, of which Donald Monaco is the managing partner and a member of the Board of Directors of the Company; (b) Simon Orange, a member of the Board of Directors of the Company; and (c) William Kerby, the Chief Executive Officer and director of the Company. Pursuant to the Stock Purchase Agreements, the Company agreed to sell the purchasers 25,562,500 shares (1,562,500 shares to Mr. Kerby and 12,500,000 shares to each of Monaco Investment Partners, LP and Mr. Orange) of restricted Series A Convertible Preferred Stock of Verus International, Inc. (“Verus”). The purchase price for the Verus shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Verus’ common stock on the OTCQB Market, as publicly reported. The Company received net proceeds of $425,000 from the Stock Purchase Agreements.

On December 9, 2019, the Company entered into an Amended and Restated Promissory Note with Monaco Trust, in the amount of up to $2,700,000 (the “Revolving Monaco Trust Note”). The Revolving Monaco Trust Note amended and restated a previous promissory Note entered into by the Company in favor of the Monaco Trust on February 4, 2019, in the amount of up to $700,000, which had a balance as of December 9, 2019 of $700,000. On the same date, the Company borrowed $200,000 from the Trust under the Revolving Monaco Trust Note. On December 27, 2019 and February 12, 2020, the Company borrowed an additional $300,000 and $200,000, respectively, from the Monaco Trust under the Revolving Monaco Trust Note, which had a balance of $1,200,000 as of February 29, 2020. As of February 29, 2020, the amount remaining under the Revolving Monaco Trust Note of $1,300,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the note, with the approval of the Monaco Trust.

On January 29, 2020, the Company entered into first amendments to the Director Notes and Revolving Monaco Trust Note with the directors and the Monaco Trust, respectively, to extend the maturity date of such notes from February 1, 2020 to April 1, 2020 (the “Note Amendments”). No other changes were made to such notes as a result of such amendments.

On February 12, 2020, the Company borrowed an additional $200,000 from the Revolving Monaco Trust Note. As of February 29, 2020, the Revolving Monaco Trust Note has a balance of $1,400,000 and the amount remaining under the note of $1,300,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the note, with the approval of the Monaco Trust.

Note 10 – Stockholders’ Equity

Preferred stock

The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million (100,000,000), with a par value of $0.00001 per share (the “Preferred Stock”) with the exception of Series A Preferred Stock shares having a $0.01 par value per share. The Preferred Stock may be divided into and issued in series. The Board of Directors of the Company is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Company is authorized, within any limitations prescribed by law and the articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock.

On August 26, 2016, we converted all of our then outstanding Series B (110,200 shares), Series C (13,100 shares) and Series D (110,156 shares) Preferred Stock, into an aggregate of 444,712 shares of our common stock, pursuant to certain special conversion terms offered in connection therewith and the mandatory conversion terms thereof.

On September 22, 2017, we filed a Certificate of Withdrawal of Certificate of Designations relating to our Series B, Series C and Series D Preferred Stock and terminated the designation of our Series B, Series C and Series D Preferred Stock. The designations previously included (a) 3,000,000 shares of preferred stock designated as Non-Voting Series B 10% Cumulative Convertible Preferred Stock; (b) 3,000,000 shares of preferred stock designated as Non-Voting Series C 10% Cumulative Convertible Preferred Stock; and (c) 3,000,000 shares of preferred stock designated as Non-Voting Series D 10% Cumulative Convertible Preferred Stock. The Certificate of Withdrawal of Certificate of Designations did not affect the Company’s previously designated shares of Series A 10% Cumulative Convertible Preferred Stock.

F-23

All Series A, B, C and D Preferred Stock shares have been retired. There are no outstanding Series A, B, C, and D Preferred Stock shares.

Series A Preferred Stock

The Company has authorized and designated 3,000,000 shares of Preferred Stock as Series A 10% Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock.

Per the terms of the Amended and Restated Certificate of Designations relating to the Series A Preferred Stock, subject to the availability of authorized and unissued shares of Series A Preferred Stock, the holders of Series A Preferred Stock may, by written notice to the Company:

●	elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of:
		a)	$62.50 per share; or
		b)	at the lowest price the Company has issued stock as part of a financing; or
●	convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock.

On July 9, 2013, the Company amended the Certificate of Designations for the Company’s Series A Preferred Stock to allow for conversion into Series C Preferred stock to grant to a holder of the Series A Preferred Stock the option to:

● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock”), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financing such as new debt and equity financing and stock issuances as well as existing debt conversions into stock.

On February 28, 2014, the Company’s Series A Preferred Stock shareholders agreed to authorize a change to the Certificate of Designations of the Series A Preferred Stock in Nevada to lock the conversion price to the lower of (a) a fixed price of $1.25 per share; and (b) the lowest price the Company has issued stock as part of a financing after January 1, 2006.

On July 31, 2017, the Company entered into a Common Stock and Warrant Purchase Agreement, with certain accredited investors. A required term of the Common Stock and Warrant Purchase Agreement was that William Kerby, our Chief Executive Officer and Chairman and Donald P. Monaco, our Director, on behalf of themselves and the entities which they control, convert the 1,869,611 shares of Series A 10% Cumulative Convertible Preferred Stock beneficially owned by them (representing all of our then outstanding shares of Series A Preferred Stock) into 1,495,689 shares of common stock of the Company, which conversions were effective July 28, 2017. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of February 29, 2020 and February 28, 2019, respectively. These dividends will only be payable when and if declared by the Board.

In the event of any liquidation, dissolution or winding up of this Company, either voluntary or involuntary (any of the foregoing, a “liquidation”), holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company to the holders of the common Stock or any other series of Preferred Stock by reason of their ownership thereof an amount per share equal to $1.00 for each share (as adjusted for any stock dividends, combinations or splits with respect to such shares) of Series A Preferred Stock held by each such holder, plus the amount of accrued and unpaid dividends thereon (whether or not declared) from the beginning of the dividend period in which the liquidation occurred to the date of liquidation.

The Company had 0 shares of Series A Preferred Stock issued and outstanding as of February 29, 2020 and February 28, 2019.

F-24

Share Repurchase Transactions

During the years ended February 29, 2020 and February 28, 2019, there were no repurchases of the Company’s common stock by Monaker.

Common Stock

On February 6, 2018, the Board of Directors of the Company, approved a 1-for-2.5 reverse stock split of the Company’s outstanding common stock (the “Reverse Split”). The Company’s majority stockholders, effective on September 13, 2017, via a written consent to action without a meeting, provided the Board of Directors authority to affect a reverse stock split of the Company’s outstanding common stock in a ratio of between one-for-one and one-for-four, in their sole discretion, without further stockholder approval, by amending the Company’s Articles of Incorporation, at any time prior to the earlier of (a) September 13, 2018; and (b) the date of the Company’s 2018 annual meeting of stockholders (the “Stockholder Authority”). The Reverse Split was affected and approved by the Board of Directors pursuant to the Stockholder Authority. Effective on February 8, 2018, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to affect the 1-for-2.5 Reverse Split, which was effective on February 12, 2018.

During the twelve months ended February 29, 2020, the Company:

● Issued 1,000,500 shares of common stock in an underwritten offering valued at $2,001,000, at an offering price to the public of $2.00 per share (when including the underwriter’s option which was exercised).

● Issued 35,750 shares of common stock valued at $101,888 to Monaco Investment Partners II, which is owned and controlled by Donald P. Monaco, a director, in connection with the exercise of warrants.

● Issued 66,600 shares of common stock valued at $132,000 to warrant holders in connection with the exercise of warrants.

● Issued 5,000 shares of restricted common stock valued at $13,900 to an employee, pursuant to an employment agreement.

● Issued 5,000 shares of restricted common stock valued at $15,000 to a consultant for consulting services.

● Issued 29,000 shares of restricted common stock valued at $87,000 to a consultant for consulting services.

● Issued 40,000 shares of restricted common stock, valued at $128,400 for an employment incentive agreement.

● Issued 6,250 shares of common stock valued at $20,063 to Simon Orange, a director of the Company, in consideration for past services to the Board.

● Issued 7,500 shares of common stock valued at $24,075 to Donald P. Monaco, the Chairman of the Board, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $20,063 to Doug Checkeris, a director of the Company for past services.

● Issued 6,250 shares of common stock valued at $20,063 to Pasquale LaVecchia, a Director of the Company for past services.

● Issued 12,812 restricted common shares valued at $41,127 to William Kerby, a member of the Board of Directors and Executive of the Company, in recognition of past services and accomplishments.

● Issued 7,500 shares of common stock valued at $19,800 to Donald P. Monaco, the Chairman of the Board, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $16,500 to Pasquale LaVecchia, a Director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $16,500 to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $16,500 to Simon Orange, a director of the Company, in consideration for past services rendered to the Board.

● Issued 12,812 shares of common stock valued at $33,824 to William Kerby, a member of the Board of Directors and Executive of the Company. These shares were issued in error and were cancelled in October 2019, as discussed below.

F-25

● Issued 1,968,000 shares of common stock valued at $4,920,000 to IDS, Inc, pursuant to an intellectual property purchase agreement.

● Issued 7,500 shares of common stock valued at $16,200 to Donald P. Monaco, the Chairman of the Board, in consideration for services rendered to the Board.

● Issued 6,250 shares of common stock valued at $13,500 to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $13,500 to Pasquale LaVecchia, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,042 shares of common stock valued at $13,051 to Simon Orange, a director of the Company, in consideration for past services rendered to the Board.

● Issued 1,041 shares of common stock valued at $2,478 to Robert J. Mendola, a director of the Company, in consideration for past services rendered to the Board.

● Issued 833 shares of common stock valued at $1,983 to Rupert Duchesne, a director of the Company, in consideration for past services rendered to the Board.

● Issued 15,000 shares of restricted common stock, valued at $32,400 for marketing services.

● Issued 40,000 shares of restricted common stock valued at $86,400 for consulting services.

● Issued 60,000 shares of restricted common stock, valued at $129,600 for consulting services.

● Issued 25,000 shares of restricted common stock, valued at $54,250 for consulting services.

● Canceled 12,812 shares of common stock which were originally issued to William Kerby as such shares were issued in error, which were valued at $33,824.

● Issued 12,000 shares of restricted common stock valued at $31,800 to an employee, pursuant to an employment agreement

● Issued 7,500 shares of common stock valued at $15,075 to Donald P. Monaco, the Chairman of the Board, in consideration for services rendered to the Board.

● Issued 6,250 shares of common stock valued at $12,563 to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $12,563 to Pasquale LaVecchia, a director of the Company, in consideration for past services rendered to the Board.

● Issued 5,000 shares of common stock valued at $10,050 to Simon Orange, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $12,563 to Robert J. Mendola, a director of the Company, in consideration for past services rendered to the Board.

● Issued 5,000 shares of common stock valued at $10,050 to Rupert Duchesne, a director of the Company, in consideration for past services rendered to the Board.

● Issued 2,055 shares of common stock valued at $4,131 to Alexandra C. Zubko, a director of the Company, in consideration for past services rendered to the Board.

● Issued 25,000 shares of restricted common stock, valued at $46,500 for investor relation services.

During the twelve months ended February 28, 2019, the Company:

● Issued 905,000 shares of common stock value at $1,900,500 in connection with a Securities Purchase Agreement. Additionally, the Company issued 724,000 warrants to purchase 724,000 shares of common stock. The warrants had an exercise price of $2.85 per share (subject to certain anti-dilution rights, which effective in April 2019, in connection with our April 2019 underwritten offering, were automatically repriced to have an exercise price of $2.00 per share) and will expire five years from date of issuance.

● Issued 4,390 shares of common stock valued at $21,248 in connection with the anti-dilution provisions of the July 31, 2017, Common Stock and Warrant Purchase Agreement, pursuant to which the Company sold certain accredited investors an aggregate of 613,000 shares of our common stock and 613,000 warrants to purchase one share of common stock for $5.00 per unit.

F-26

● Sold 147,000 shares of restricted common stock for $385,875 in proceeds in connection with the exercise of warrants.

● Issued 503,300 shares of common stock valued at $649,211 for consulting services.

● Issued 20,000 shares of common stock valued at $46,200 via a settlement agreement.

● Canceled and retired 140,000 shares of common stock valued at $1,039,500 due to non-performance pursuant to the terms of a Platform Purchase Agreement.

● Issued 150,000 shares of common stock valued at $315,000 for investor relation services.

● Issued 15,000 shares of common stock valued at $21,300 to an employee for services rendered.

● Issued 25,000 shares of common stock valued at $38,500 to William Kerby, CEO and Vice Chairman of the Board of Directors pursuant to the terms of his employment contract.

● Issued 270,000 shares of common stock valued at $353,700 to non-executive Board members for prior services provided to the Company.

The Company had 13,069,339 and 9,590,956 shares of common stock issued and outstanding as of February 29, 2020 and February 29, 2019, respectively.

Common Stock Warrants

On January 29, 2018, we entered into a First Amendment To Warrant agreement with The Stadlin Trust dated 5/25/01 (“Stadlin”) which amended the Common Stock and Warrant Purchase Agreement provided to Stadlin in connection with the closing of the July 31, 2017 offering, whereby Stadlin acquired warrants to purchase 20,000 shares of our common stock. Through January 29, 2018, Stadlin earned additional warrants to purchase 9,800 shares of our common as partial liquidated damages for delays in obtaining an uplisting to the NASDAQ Capital Market, which uplisting was required pursuant to the purchase agreement, to have occurred on or before December 9, 2017; these additional warrants (on substantially similar terms as the warrants granted in connection with the offering) are equal to Stadlin’s pro rata share of 1% of the warrants sold pursuant to the purchase agreement for each day that the Company failed to obtain the NASDAQ listing. Total warrants held by Stadlin as of January 29, 2018 were 29,800. We desired to incentivize Stadlin to exercise the warrants by reducing the exercise price of the warrants from $5.125 per share to $2.625 per share, provided that Stadlin agreed to immediately exercise such 29,800 warrants for $78,225 in cash. Pursuant to the amendment, the exercise price of the warrants was reduced as discussed above and Stadlin exercised the warrants in cash.

Additionally, as a result of the reduction in the exercise price of the Stadlin warrants which was agreed to pursuant to the amendment, the anti-dilution provisions of the July 2017 purchase agreement and the purchasers’ warrants granted in connection therewith was triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 1,220 shares of the Company’s common stock; and (b) the $5.125 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), the exercise price of such warrants remained unchanged at $5.125 per share.

At first, the warrants were accounted for as part of Company equity since the warrants were considered indexed to the Company’s own stock. However, under ASC 815, the “down round” protection can sever the indexing to the Company’s own stock and the warrants could be accounted for as derivative liabilities at the time the reset was triggered, which is how the Company accounted for such warrants, and the change in fair value resulting from the reset of $26,060 was recognized as change in fair value of derivative liabilities.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for the Company to account for the outstanding warrants that contain down round features as derivative instruments.

F-27

The following table sets forth common stock purchase warrants outstanding as of February 29, 2020, and February 28, 2019, and changes in such warrants outstanding for the years ending February 29, 2020 and February 28, 2019:

	Warrant			Weighted Average Exercise
Outstanding, February 28, 2018		1,118,941		$	5.27
Warrants granted		899,000		$	2.85
Warrants exercised/forfeited/expired		(287,000	)	$	(4.22	)
Outstanding, February 28, 2019		1,730,941		$	3.90
Warrants granted		—		$	—
Warrants exercised/forfeited/expired		(383,550	)	$	(3.70	)
Outstanding, February 29, 2020		1,347,391		$	3.32
Common stock issuable upon exercise of warrants		1,347,391		$	3.32

		Common Stock Issuable Upon Exercise of Warrants Outstanding				Common Stock Issuable Upon Warrants Exercisable
Range of Exercise Prices		Number Outstanding at February 29, 2020	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price	Number Exercisable at February 29, 2020		Weighted Average Exercise Price
$	2.00	637,400	3.59	$	2.00	637,400	$	2.00
$	2.85	175,000	1.25	$	2.85	175,000	$	2.85
$	3.75	30,000	0.29	$	3.75	30,000	$	3.75
$	5.00	72,320	0.06	$	5.00	72,320	$	5.00
$	5.13	411,671	2.23	$	5.13	411,671	$	5.13
$	5.25	—	—	$	—	—	$	—
$	5.63	21,000	2.28	$	5.63	21,000	$	5.63
$	6.25	—	—	$	—	—	$	—
$	7.50	—	—	$	—	—	$	—
		1,347,391	2.30	$	3.32	1, 347,391	$	3.32

At February 29, 2020, there were warrants outstanding to purchase 1,347,391 shares of common stock with a weighted average exercise price of $3.32 and weighted average remaining life of 2.30 years.

At February 28, 2019, there were warrants outstanding to purchase 1,730,941 shares of common stock with a weighted average exercise price of $3.90 and weighted average life of 4.33 years.

During the year ended February 29, 2020, the Company granted:

● warrants to purchase 112,150 shares of common stock in connection with subscriptions for shares of common stock.

F-28

On January 22, 2020, the Company entered into Stock Purchase Agreement with William Kerby, the Chief Executive Officer and Director of the Company. The Company agreed to sell Mr. Kerby 1,562,500 shares of restricted Series A Convertible Preferred Stock of Verus International, Inc. for a total of $25,000 at $0.016 per shares.

Note 11 – Commitments and Contingencies

Our executive, administrative and operating offices are primarily located in Weston, Florida where we leased approximately 2,500 square feet of office space at 2690 Weston Road, Suite 200, Weston, Florida 33331. In accordance with the terms of the office space lease agreement, the Company was renting the commercial office space, for a term of three years from January 1, 2016 through December 31, 2018. Monthly rental costs for calendar years 2017, 2018 and 2019 were $6,695, $6,896 and $6,243, respectively per month.

The office lease described above terminated early on March 31, 2018, at the request of the landlord, without penalties to the Company. The Company entered into a new contract for new office space encompassing approximately 2,500 square feet at 2893 Executive Park Drive Suite 201, Weston, Florida 33331. The lease has a term of three years from April 15, 2018 through April 14, 2021. Monthly rental costs for the periods ending April 14, 2019, 2020 and 2021 are $6,243, $6,492 and $6,781, respectively.

On October 1, 2019, the Company entered into a new contract for a new call center, approximately 4,048 square feet, at 6345 South Pecos Road, Suite 206, 207, and 208, Las Vegas, Nevada 89120. The lease has a term of one year from October 1, 2019 through September 30, 2020. Monthly base rental costs; (i) $ 3,643 from October 1, 2019 through November 30, 2019 (ii) $3,789 from December 1, 2019 through September 30, 2020. The rent also includes the monthly payment of the operating expenses (Tenant’s Proportionate Share of the Building and/or Project) which cost approximately $1,100 per month.

The rent for the years ended February 29, 2020 and February 28, 2019 was $77,659 and $76,191, respectively. The call center rental payments through February 29, 2020 amount to $13,200.

The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities:

	Current		Long-term
	FYE 2021		FYE 2022			Totals
Office Leases	$	121,879	$	10,171	$		$	132,050
Other		7,940		—				7,940
Totals	$	129,819	$	10,171	$		$	139,990

The Company is committed to pay three to six months’ severance in the case of termination or death to certain key officers, and up to 12 months upon a termination in connection with a change in control in some cases.

 Nasdaq Letters

On February 11, 2019, the Company received a letter (the “Letter”) from The Nasdaq Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, as a result of the resignation from the Board of Directors of the Company, on January 23, 2019, of Mr. Robert J. Post, the Company no longer complies with Nasdaq’s independent director requirement as set forth in Listing Rule 5605 which requires, among other things, that a majority of the Company’s Board of Directors be comprised of “independent directors” as defined in Rule 5605, and because as a result of Mr. Post’s resignation, the Company’s Board of Directors no longer consists of majority independent members, the Company is not in compliance with Listing Rule 5605.

Notwithstanding such non-compliance, Nasdaq has provided the Company a cure period in order to regain compliance as follows:

● until the earlier of the Company’s next annual shareholders’ meeting or January 23, 2020; or

● if the next annual shareholders’ meeting is held before July 22, 2019, then the Company must evidence compliance no later than July 22, 2019.

The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than the applicable date above. In the event the Company does not regain compliance by such date, Nasdaq rules require the Nasdaq staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel.

F-29

On August 15, 2019, Rupert Duchesne and Jamie Mendola were elected as directors of the Company at the annual meeting of Stockholders.

On August 21, 2019, Nasdaq notified the Company that (i) as a result of the appointments of Mr. Duchesne and Mendola to the Company’s Board of Directors; and (ii) because the Company held a combined 2019/2020 annual meeting of shareholders on August 15, 2019, the Company was back in full compliance with all of Nasdaq’s rules for continued listing.

Legal Matters

The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

On March 28, 2016, the Company was presented with a Demand for Arbitration, pursuant to Rule 4(a) of the American Arbitration Association Commercial Rules of Arbitration, whereby Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) are arguing that $700,000 is due to them, even though they have already been paid said amounts through preferred shares that were issued as a guarantee and which Claimants converted into shares of common stock. In connection with the purchase of the stock of the entity that eventually became RealBiz Media Group, Inc. (and subsequently Verus International, Inc.), the Company issued 380,000 shares of Monaker Series D Preferred Stock shares with a value of $1,900,000, which was considered the $1,200,000 value of the stock portion of the purchase price, and was also meant to guaranty the payment of the balance of $700,000. The Company contends that the obligation to pay the $700,000 was extinguished with the conversion of the Monaker Series D Preferred Stock shares into shares of common stock. The date for arbitration has not been set and the Company will vehemently defend its position.

The Company is unable to determine the estimate of the probable or reasonable possible loss or range of losses arising from the above legal proceeding; proceeding; however, the Company denies the plaintiffs’ claims and intends to vehemently defend itself against the allegations. As of the date of this report, the Company has not received any correspondence regarding this proceeding for several years.

On December 9, 2016, a class action lawsuit McLeod v. Monaker Group, Inc. et al (Case No.: 0:16-cv-62902-WJZ) was filed against us, William Kerby, our Chief Executive Officer and director, Donald Monaco, our Chairman, and D’Arelli Pruzansky, P.A., our former auditor, in the U.S. District Court for the Southern District of Florida on behalf of persons who purchased our common stock and exercised options between April 6, 2012 and June 23, 2016 (the “Class Period”). The lawsuit focused on whether the Company and its executives violated federal securities laws and whether the Company’s former auditor was negligent, and made allegations regarding the activities of certain Company executives. The lawsuit alleged and estimated total shareholders losses totaling approximately $20,000,000. The lawsuit stemmed from the Company’s announcement in June 2016 that it would have to restate its financial statements due to issues related to the Company’s investment in Verus. On February 16, 2017, we filed a Motion to Dismiss the lawsuit and on March 3, 2017, the Court entered an order staying discovery and all other proceedings pending resolution of the Motion to Dismiss. On March 16, 2017, the plaintiffs responded to the Motion to Dismiss, and on March 30, 2017, we filed a Reply memorandum in support of our Motion to Dismiss. On January 24, 2018, the Court granted our Motion to Dismiss and dismissed Plaintiff’s complaint and gave Plaintiff leave to file an amended complaint. On February 23, 2018, Mr. McLeod, joined by new plaintiff, Ronald Mims, filed an Amended Complaint with the same allegations of security fraud as alleged in the original complaint. On March 29, 2018, we filed a Motion to Dismiss Plaintiffs’ Amended Complaint, which the Plaintiffs filed a response to. On September 26, 2018, the parties amicably resolved the matter, resulting in the plaintiffs voluntarily dismissing the lawsuit with prejudice as reflected by a Final Order of Dismissal of the court on such date.

F-30

On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“Nestbuilder”) and American Stock Transfer & Trust Company, LLC (“AST”) relating to the dismissal with prejudice of certain pending lawsuits with Verus, including Case No.: 1:16-cv-24978- DLG in the United States District Court for the Southern District of Florida. As part of the Settlement Agreement, Monaker agreed to pay Nestbuilder $100,000 and to issue 20,000 shares of Monaker’s restricted common stock to person(s) to be designated by Nestbuilder; Verus reinstated to Monaker 44,470,101 shares of Verus Series A Convertible Preferred Stock and ratified all rights under the Certificate of Designation as reformed and amended (to provide for a conversion ratio of 1 share of Verus common stock for each 1 share of Verus Series A preferred stock converted) and remove any dividend obligations. The Verus designation was also amended to provide us with anti-dilution protection below $0.05 per share. Also, as part of the Settlement Agreement, Monaker received 49,411 shares of common stock of Nestbuilder. The agreement further provided for each party to dismiss the above referenced lawsuits with prejudice and for general releases from each party. As a result of the settlement, (i) the investment in equity securities, representing 44,470,101 shares of Verus Series A Preferred Stock, is recorded at $0 as of February 28, 2019, and (ii) the investment in equity securities, representing 49,411 shares of Nestbuilder’s common stock, is recorded at $0 as of February 28, 2019. As of February 29, 2020, the Company owned the 61,247,139 remaining shares of Verus’s common stock at $0.016 per share valued at $979,954.

On March 14, 2014, a lawsuit was filed by Lewis Global Partners in the Circuit Court for Broward County, Florida CASE NO. LACE 14-005009 005009 alleging breach of contract and breach of implied covenant of good faith and fair dealing. In particular the lawsuit alleged that:

● In or around July 2, 2012 the plaintiff, Lewis Global Partners, LLC (Lewis Global), entered into a Subscription Agreement with us. The Subscription Agreement provided that Lewis Global would pay $13,500 in services rendered in consideration for 2,700 shares of Series B Preferred Stock (the “Preferred B Shares”). The-Subscription Agreement also provided Conversion Rights to convert each $5.00 Preferred B Share into either shares of the Company or 100 shares of ‘Next 1 Realty’ (our then wholly-owned real estate division, which subsequently became Verus).

● On or around June 10, 2013, plaintiff sent a Notice of Conversion to the Company and requested to convert its Preferred B Shares into 270,000 shares of common stock of Verus.

● The Company failed to deliver the 270,000 shares of common stock of Versus and because at the time of the Notice of Conversion the common stock in Verus was approximately $2.65 per share, the damages Lewis Global alleged are due total $715,500, provided that the value has depreciated significantly since the time of the Notice of Conversion.

On April 5, 2019, we entered into a Settlement Agreement with Lewis Global relating to the dismissal with prejudice of certain pending lawsuit with Lewis Global. The agreement further provided for general releases from each party.

Contractual Settlement

On January 28, 2020, the Company entered into a Settlement Agreement with CorProminence, LLC (“COR”), a New York limited liability company, relating to the marketing and consulting agreement dated December 24, 2018. The Company agreed to pay COR; (i) 50,000 restricted shares of common stock of the Company which were already issued on December 24, 2018 when the agreement was signed, (ii) $15,000 payable on or before January 31, 2020, (iii) $85,000 payable in eleven (11) equal consecutive monthly installments of $7,727.27 to settle the matter.

Note 12 – Business Segment Reporting

Accounting Standards Codification 280-16 “Segment Reporting”, established standards for reporting information about operating segments in annual consolidated 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.

F-31

The Company has one operating segment consisting of various products and services related to its online marketplace of travel and related logistics including destination tours / activities, accommodation rental listings, hotel listings, air and car rental. The Company’s chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level.

Note 13 – Fair Value Measurements

The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).

The hierarchy consists of three levels:

● Level 1 - Quoted prices in active markets for identical assets or liabilities.

● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair values of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model.

The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

Note 14 – Income Taxes

Monaker follows the guidance of ASC 740, “Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary differences between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry- forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

F-32

The provision for income taxes consists of the following components for the years ended February 29, 2020 and February 28, 2019:

		2020		2019
Current	$	—	$	—
Deferred		—		—
	$	—	$	—

The components of deferred income tax assets and liabilities for the years ended February 29, 2020 and February 28, 2019, are as follows:

	2020			2019
Net operating loss carry-forwards	$	32,292,252		$	28,388,633
Equity based compensation		4,329,000			4,329,000
Amortization and impairment of intangibles		74,920			74,920
Total deferred assets		36,696,172			32,792,553
Valuation allowance		(36,696,172	)		(32,792,553	)
	$	—		$	—

The income tax provision differs from the expense that would result from applying statutory rates to income before income taxes principally because of the valuation allowance on net deferred tax assets for which realization is uncertain.

The effective tax rates for years ended February 29, 2020 and February 28, 2019 were computed by applying the federal and state statutory corporate tax rates as follows:

	2020		2019
Statutory Federal income tax rate	-21.0	%	-21.0	%
State taxes, net of Federal	-4.5	%	-4.5	%
Permanent difference	-1.0	%	7.4	%
Change in valuation allowance	26.5	%	18.1	%
	0	%	0	%

The valuation allowance has decreased by $3,903,619 for the fiscal year ended 2020 primarily as a result of a current year tax loss of $3,903,619 which increased net operating loss carryforward to $32,292,252 at February 29, 2020, from $28,388,633 at February 28, 2019. There is $0 increase in amortization of intangibles at February 29, 2020, which was $74,920 at February 28, 2019.

The net operating loss (“NOL”) carry-forward balance as of February 29, 2020 is approximately $45 million expiring between 2029 and 2039. Management has reviewed the provisions of ASC 740 regarding assessment of their valuation allowance on deferred tax assets and based on that criteria determined that it does not have sufficient taxable income to offset those assets. Therefore, management has assessed the realization of the deferred tax assets and has determined that it is more likely than not that they will not be realized and has provided a full valuation allowance against these assets. The utilization of the NOL’s may be limited by Internal Revenue Code Section 382 which restricts annual utilization following a greater than 50% change in ownership.

At the adoption date the Company applied ASC 740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC 740, the Company did not recognize a material increase in the liability for uncertain tax positions as of February 29, 2020.

F-33

Note 15 – Earnings Per Share

The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years:

For the year ended February 29, 2020:	Income (Numerator)			Weighted Average Shares (Denominator)		Per Share Amount
Basic earnings	$	(9,454,686	)		11,773,633	$	(0.80	)
Effect of dilutive securities		—			—		—
Dilutive earnings	$	(9,454,686	)		11,773,633	$	(0.80	)
For the year ended February 28, 2019:
Basic earnings (losses)	$	4,298,563			8,629,224	$	0.50
Effect of dilutive securities		—			—		—
Dilutive earnings	$	4,298,563			8,629,224	$	0.50

Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per common share is not presented because it is anti-dilutive.

Note 16 – Subsequent Events

Promissory Notes with Directors

The Company has three (3) promissory notes with 2 Directors (the “Director Notes”) on the Board of the Company, and the Donald P. Monaco Insurance Trust (the “Revolving Monaco Trust Note”), of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company; (i) Promissory Note with the Donald P. Monaco Insurance Trust in the amount up to $2,700,000, (ii) Promissory Note with Robert J. Mendola, Jr. (the “Director Notes”) in the amount of $150,000, and (iii) Promissory Note with Pasquale LaVecchia (the “Director Notes”) in the amount of $25,000.

On March 13, 2020 and March 26, 2020, the Company borrowed an additional $100,000 and $75,000, respectively, from the Monaco Trust pursuant to the terms of the Revolving Monaco Trust Note (described above under “Note 9 – Related Party Promissory Notes and Transactions”). As of the date of this report, the Revolving Monaco Trust Note has a balance of $1,575,000 and the amount remaining under the note of $1,125,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the Revolving Monaco Trust Note, with the approval of the Monaco Trust.

On March 27, 2020, the Company entered into second amendments to the Director Notes (described above under “Note 9 – Related Party Promissory Notes and Transactions”) to extend the maturity date of such Director Notes from April 1, 2020 to June 1, 2020, and entered into an amendment to extend the due date of the Revolving Monaco Trust Note from April 1, 2020 to December 1, 2020 (the “Second Note Amendment”). All remaining terms of the promissory notes remained unchanged.

On April 17, 2020, the Company paid off the Promissory Note with Pasquale LaVecchia in the amount of $26,225 (the principal of $25,000 and the interest of $6,225).

On May 1, 2020, the Company paid off the Promissory Note with Robert J. Mendola, Jr. in the amount of $157,595 (the principal of $150,000 and the interest of $7,595).

Note Purchase Agreement: Iliad Research and Trading, L.P.

On April 3, 2020, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad”), pursuant to which the Company sold the Lender a Secured Promissory Note in the original principal amount of $895,000 (the “Note”). Iliad paid consideration of $800,000 for the Note, which included an original issue discount of $80,000 and reimbursement of Iliad’s transaction expenses of $15,000.

F-34

The Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on April 3, 2021). From time to time, beginning six months after issuance, Iliad may redeem a portion of the Note, not to exceed an amount of $200,000 per month. In the event we do not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the Note. Under certain circumstances the Company may defer the redemption payments up to three times, for a duration of 30 days each, provided that upon each such deferral the outstanding balance of the Note is increased by 2%. Subject to the terms and conditions set forth in the Note, the Company may prepay all or any portion of the outstanding balance of the Note at any time subject to a prepayment penalty equal to 15% of the amount of the outstanding balance to be prepaid. For so long as the Note remains outstanding, the Company has agreed to pay to Iliad 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the Note (each an “Equity Payment”). Each time that we fail to pay an Equity Payment, the outstanding balance of the Note automatically increases by 10%. Additionally, in the event we fail to timely pay any such Equity Payment, Iliad may seek an injunction which would prevent us from issuing common or preferred stock until or unless we pay such Equity Payment.

Pursuant to the Note, we provided Iliad a right of first refusal to purchase any promissory note, debenture or other debt instrument which we propose to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that we provide Iliad such right, and Iliad does not exercise such right to provide such funding, the outstanding balance of the Note increases by 3%. Each time, if ever, that we fail to comply with the terms of the right of first refusal, the outstanding balance of the Note increases by 10%.

Additionally, upon each major default described in the Note (i.e., the failure to pay amounts under the Note when due or to observe any covenant under the Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the Note automatically increases by 15%, and for each other default, the outstanding balance of the Note automatically increases by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the Note immediately prior to the first event of default.

In connection with the Note Purchase Agreement and the Note, the Company has entered into a Security Agreement with Iliad (the “Security Agreement”), pursuant to which the obligations of the Company are secured by substantially all of the assets of the Company, subject to the priority lien and security interest of National Bank (as defined below) which secures amounts due under its $1.2 million line of credit.

The Note Purchase Agreement and the Note contain customary events of default. As described in the Note, upon the occurrence of certain events of default, the outstanding balance of the Note will become automatically due and payable, and upon the occurrence of other events of default, Iliad may declare the outstanding balance of the Note immediately due and payable at such time or at any time thereafter. After the occurrence of an event of default (and upon written notice from Iliad), interest on the Note will accrue at a rate of 22% per annum, or such lesser rate as permitted under applicable law. The Note Purchase Agreement prohibits Iliad from shorting our stock through the period that Iliad holds the Note.

The Purchase Agreement also provides for indemnification of Iliad and its affiliates in the event that they incur loss or damage related to, among other things, a breach by the Company of any of its representations, warranties or covenants under the Purchase Agreement.

Lawsuit against IDS Inc.

On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and certain other defendants affiliated with IDS in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Pursuant to the complaint, the Company alleges causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and seeks a temporary and permanent injunction against the defendants, requiring such persons to return the IDS Shares to the Company and preventing such persons from selling or transferring any IDS Shares, seeks damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts.

F-35

The complaint was filed as a result of IDS’s failure to deliver the IP Assets, certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder.

Neither the lawsuit, nor the assets which are subject to the lawsuit, impact the Monaker Booking Engine (MBE).

The assets and technology which the Company attempted to acquire from IDS were to be integrated into the Monaker NextTrip.BIZ platform. With the failure by IDS to deliver such technology, Monaker has already taken steps (including contracting with replacement suppliers) to complete the enterprise version (commercial launch) of the Nexttrip.BIZ platform, which is now expected to be launched in the Summer of 2020 (without any of IDS’s technology).

Line of Credit – The National Bank of Commerce (FKA: Republic Bank)

On May 7, 2020, the Company entered into a new Promissory Note with National Bank of Commerce (“National Bank” and the “Note”). The Note replaced a prior promissory note we had in place with National Bank (formerly Republic Bank) in connection with our $1,200,000 revolving line of credit and extended the due date of the prior note from June 30, 2020 to December 31, 2020. The New Note also amended the interest rate of the prior note to provide that amounts due under the New Note accrue interest at the rate of prime plus 3% (which rate is currently 6.25%)(the interest rate of the prior note was prime plus 1%), subject to a floor of 4.5%. The New Note may be prepaid at any time without penalty. The New Note contains standard and customary events of default. The current balance of the New Note is $1,192,716.

The Paycheck Protection Program (PPP) Loan

The “Coronavirus” (COVID-19) pandemic occurred and spread around the world including the USA. As a result, the Title 1 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, is the Keeping American Workers Paid and Employed Act , which provides relief for small businesses and their employees who are adversely affected by the outbreak of the COVID-19. The provision is the Paycheck Protection Program ( the “PPP Loan”), an emergency lending facility, administered by the Small Business Administration (SBA) under its 7(a) lending program, to provide small business loans on favorable terms to borrowers impacted by the current state of economic uncertainty. The Company has applied for the PPP Loan to the Commercial Bank in the amount of $176,534.

On May 8, 2020, the Company obtained a $176,534 loan (the “Loan”) from The Commercial Bank (the “Lender”), pursuant to the Paycheck Protection Program (the “PPP”) under the “CARES Act”. The Loan is evidenced by a promissory note (the “PPP Note”), dated effective May 8, 2020, issued by the Company to the Lender. The Note is unsecured with 2-year term, matures on May 8, 2022, and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 8, 2020, following an initial deferral period as specified under the PPP. The PPP Note may be prepaid at any time prior to maturity with no prepayment penalties. Proceeds from the Loan will be available to the Company to fund designated expenses, including certain payroll costs, rent, utilities and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest may be forgiven to the extent Loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP (including that up to 75% of such Loan funds are used for payroll). The Company intends to use the entire Loan amount for designated qualifying expenses and to apply for forgiveness of the respective Loan in accordance with the terms of the PPP. No assurance can be given that the Company will obtain forgiveness of the Loan in whole or in part. With respect to any portion of the Loan that is not forgiven, the Loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions of the PPP Note and cross-defaults.

F-36

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

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Acting Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of February 29, 2020, the end of the period covered by this Annual Report on Form 10-K, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Acting Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’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 our degree of compliance with the policies or procedures may deteriorate.

57 

Management assessed the effectiveness of the Company’s internal controls over financial reporting as of February 29, 2020, based on the framework in Internal Control—Integrated Framework (COSO 2013) issued by the Committee of Sponsoring Organization of the Treadway Commission.

Based on our evaluation under the criteria set forth in 2013 Internal Control - Integrated Framework, our management concluded that, as of February 29, 2020 our internal control over financial reporting is needed to be improved because of the identification of material weaknesses described as follows:

o

We do not have an effective accounting system that is capable of meeting the anticipated growth of the organization including the ability to combine our financial data properly and automatically from wholly owned subsidiaries on a timely basis.

o

While we have attempted, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

Management of the Company is committed to improving its internal controls and is (i) implementing a new accounting system (SAGE Intacct) to replace our current system (which has been in progress since March 23, 2020); (ii) has hired additional personnel to allow for greater segregation of duties (iii) will continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities including reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel; (iv) will work closely with the audit committee members to evaluate the new accounting system and enhanced staffing in efforts to continuously improve our internal controls and eliminate the material weakness identified.

Management has discussed the material weaknesses noted above with our independent registered public accounting firm. Due to the nature of these material weaknesses, it is reasonably possible that misstatements which could be material to the annual or interim consolidated financial statements could occur that would not be prevented or detected during our financial close and reporting process.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended February 29, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Item 9B. Other Information

On January 30, 2020, Mr. Sirapop “Kent” Taepakdee and Mr. Timothy Sikora entered into employment agreements with the Company. Pursuant to Mr. Taepakdee’s employment agreement he agreed to provide services to the Company as the VP of Finance and Acting Chief Financial Officer and pursuant to Mr. Sikora’s employment agreement he agreed to provide services to the Company as the Chief Information Officer and Chief Operations Officer.

58 

Mr. Taepakdee receives a base salary payable in cash ($154,000 per year) pursuant to his employment agreement and is also eligible to receive equity compensation, when approved by the board of directors and subject to the Company meeting certain metrics as follows – Mr. Taepakdee is eligible, for a bonus of up to (a) 5,000 shares (or $5,000 dollars), upon completion of a review of, the improvement of, the Company’s financial reporting programs, payable in the discretion of the Chief Executive Officer; (b) 7,500 shares (or $10,000) in the event the Company meets certain metrics by June 30, 2020, including achieving a minimum level of gross monthly revenues or achieving an EBIDTA profit in any month, payable in the discretion of the Chief Executive Officer; (c) 2,000 shares or $2,000 (in Mr. Taepakdee’s discretion), each quarter that Mr. Taepakdee works with the Chief Executive Officer in order to prepare presentations and other public relations items, payable in the discretion of the Chief Executive Officer; and (d) 3,000 shares (or $4,000) in the event the Company raises more than $3 million during the first 12 months of the agreement, payable in the discretion of the Chief Executive Officer. All shares earned in the first 12 months of the agreement are valued at $2.00 per share. Upon the mutual approval of the executive and the Company, Mr. Taepakdee’s salary may increase to no less than $150,000 per year after the first year.

The agreement has a term of three years, mutually extendable with the consent of the parties.

In the event that Mr. Taepakdee desires to sell more than 10,000 shares of common stock in any one transaction when the daily volume of the Company’s common stock is 10,000 or less, Mr. Taepakdee is required to provide the Company the first right to purchase such shares.

If the agreement is terminated by Mr. Taepakdee for good reason (as defined in the agreement) or by the Company without cause, and other than due to Mr. Taepakdee’s death or disability, Mr. Taepakdee is due two calendar months of severance pay; and if the agreement is terminated due to Mr. Taepakdee’s disability, Mr. Taepakdee, is due compensation through the remainder of the month during which he was terminated. If he is terminated for cause, terminates his employment without good reason or dies, he (or his estate, as applicable) is paid through the date of termination. If the Company terminates the agreement within 24 months after a change in control (as described in the agreement), then the Company is required to pay Mr. Taepakdee a severance payment equal to twelve (12) months’ salary, plus continue to provide benefits equal to those provided prior to the change in control for a period of six (6) months. The agreement contains customary confidentiality requirements and work for hire language. The agreement includes a one year non-solicitation and non-competition clause following the date of the termination of the agreement, which non-competition clause prohibits Mr. Taepakdee (without the prior written consent of the Company which consent will not be unreasonably withheld) from directly or through another person or another entity carrying on or being engaged in any business within North America which is competitive with the business of the Company, however the non-compete shall terminate in the event of a termination of employment by Mr. Taepakdee for good reason or a termination by the Company other than for cause or disability.

Mr. Sikora receives a base salary payable in cash ($200,000 per year) pursuant to his employment agreement and is also eligible to receive equity compensation, when approved by the board of directors and subject to the Company meeting certain metrics as follows – Mr. Sikora is eligible, for a bonus of up to (a) 10,000 shares (or $10,000 dollars), upon the Company achieving certain gross monthly revenue targets by June 30, 2020 or December 30, 2020, or an EBIDTA profit in any month before February 28, 2021; (b) 10,000 shares (or $10,000) in the event certain milestones for product and website launches and integrations are completed during calendar 2020, payable in the discretion of the Chief Executive Officer; and (c) 25,000 shares (or $25,000) in the event the Company completes a merger or acquisition, completes a funding, accelerates profitability or achieves profitability by February 28, 2021, payable in the discretion of the Chief Executive Officer.

The agreement has a term of three years, mutually extendable with the consent of the parties.

In the event that Mr. Sikora desires to sell more than 10,000 shares of common stock in any one transaction when the daily volume of the Company’s common stock is 10,000 or less, Mr. Sikora is required to provide the Company the first right to purchase such shares.

59 

If the agreement is terminated by Mr. Sikora for good reason (as defined in the agreement) or by the Company without cause, and other than due to Mr. Sikora’s death or disability, Mr. Sikora is due two calendar months of severance pay; and if the agreement is terminated due to Mr. Sikora’s disability, Mr. Sikora, is due compensation through the remainder of the month during which he was terminated. If he is terminated for cause, terminates his employment without good reason or dies, he (or his estate, as applicable) is paid through the date of termination. If the Company terminates the agreement within 24 months after a change in control (as described in the agreement), then the Company is required to pay Mr. Sikora a severance payment equal to twelve (12) months’ salary, plus continue to provide benefits equal to those provided prior to the change in control for a period of six (6) months. The agreement contains customary confidentiality requirements and work for hire language. The agreement includes a one year non-solicitation and non-competition clause following the date of the termination of the agreement, which non-competition clause prohibits Mr. Sikora (without the prior written consent of the Company which consent will not be unreasonably withheld) from directly or through another person or another entity carrying on or being engaged in any business within North America which is competitive with the business of the Company, however the non-compete shall terminate in the event of a termination of employment by Mr. Sikora for good reason or a termination by the Company other than for cause or disability.

60 

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item will be set forth under the headings “Election of Directors”, “Executive Officers”, “Corporate Governance”, “Code of Ethics”, “Committees of the Board”, “Security Ownership of Certain Beneficial Owners and Management “and “Delinquent Section 16(a) Reports” (to the extent applicable and warranted) in the proxy statement the Company plans to file after the date of this report in connection with the Company’s 2021 annual meeting, to be filed with the SEC within 120 days after February 29, 2020, in connection with the solicitation of proxies for the Company’s 2021 annual meeting of shareholders (the “2021 Proxy”) and is incorporated herein by reference.

Item 11. Executive Compensation

The information required by this Item will be set forth under the headings “Executive and Director Compensation”, “Executive Compensation”, “Directors Compensation”, “Outstanding Equity Awards at Fiscal Year-End”, and “Employment Agreements”, in the Company’s 2021 Proxy to be filed with the SEC within 120 days after February 29, 2020 and is incorporated herein by reference.

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

The information required by this Item will be set forth under the heading “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’s 2021 Proxy to be filed with the SEC within 120 days after February 29, 2020 and is incorporated herein by reference.

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

The information required by this Item will be set forth under the headings “Certain Relationships and Related Transactions” and “Committees of the Board”- “Director Independence” in the Company’s 2021 Proxy to be filed with the SEC within 120 days after February 29, 2020 and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information required by this Item will be set forth under the heading “Ratification of Appointment of Auditors”- “Audit Fees” in the Company’s 2021 Proxy to be filed with the SEC within 120 days after February 29, 2020 and is incorporated herein by reference.

61 

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Financial Statements  

Description	Page
Report of Independent Registered Public Accounting Firm		56
Consolidated Balance Sheets		57
Consolidated Statements of Operations		58
Consolidated Statement of Cash Flows		59
Consolidated Statements of Stockholders’ Equity		61
Notes to Consolidated Financial Statements		62

(1)    Financial Statement Schedules

                Except as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.

Exhibits required by Item 601 of Regulation S-K

The information required by this Section (a) (3) of Item 15 is set forth on the exhibit index that follows the Signatures page of this Form 10-K.

Item 16. Form 10–K Summary.

None.

62 

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: May 29, 2020	MONAKER GROUP, INC.
	By:	/s/ William Kerby
		William Kerby
		Chief Executive Officer and Vice Chairman
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William Kerby	Chief Executive Officer and Vice Chairman	May 29, 2020
William Kerby	(Principal Executive Officer)
/s/ Sirapop “Kent” Taepakdee	Acting Chief Financial Officer and Vice President of Finance	May 29, 2020
Sirapop “Kent” Taepakdee	(Principal Financial and Accounting Officer)
/s/ Pat LaVecchia	Director	May 29, 2020
Pat LaVecchia
/s/ Donald P. Monaco	Director	May 29, 2020
Donald P. Monaco
/s/ Doug Checkeris	Director	May 29, 2020
Doug Checkeris
/s/ Simon Orange	Director	May 29, 2020
Simon Orange
/s/ Rupert Duchesne	Director	May 29, 2020
Rupert Duchesne
/s/ Jamie Mendola	Director	May 29, 2020
Jamie Mendola
/s/ Alexandra C. Zubko	Director	May 29, 2020
Alexandra C. Zubko

63 

EXHIBIT INDEX

			Incorporated By Reference
Exhibit  No.	Description	Filed or Furnished Herewith	Form	Exhibit	Filing Date		File No.
1.1	Placement Agency Agreement dated September 28, 2018, by and between Monaker Group, Inc. and Roth Capital Partners, LLC		8-K	1.1	10/2/2018		001-38402
1.2	Underwriting Agreement dated as of April 25, 2019 by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters		8-K	1.1	4/25/2019		001-38402
2.1+#	Intellectual Property Purchase Agreement by and between Monaker Group, Inc., as Buyer and IDS Inc., as Seller, dated August 15, 2019		8-K	2.1	8/22/2019	001-38402
3.1	Articles of Incorporation		SB-2	3.1	8/14/2006		333-136630
3.2	Certificate of Amendment to Articles of Incorporation (changing name to Next 1 Interactive, Inc. and increasing authorized shares)		S-1/A	3.1.2	3/12/2009		333-154177
3.3	Certificate of Amendment to Articles of Incorporation (increasing authorized shares)		S-1	3.3	9/25/2017		333-220619
3.4	Certificate of Amendment to Articles of Incorporation (increasing authorized shares)		S-1	3.4	9/25/2017		333-220619
3.5	Certificate of Change Filed Pursuant to NRS 78.209		8-K	3.1	5/21/2012		000-52669
3.6	Certificate of Amendment to Articles of Incorporation (increasing authorized shares)		S-1	3.6	9/25/2017		333-220619
3.7	Amendment to the Articles of Incorporation of Next 1 Interactive, Inc. changing its name to Monaker Group, Inc. and affect a 1-for-50 reverse stock split		8-K	3.1	6/26/2015		000-52669
3.8	Amended and Restated Certificate of Designations of Series A 10% Cumulative Convertible Preferred Stock of Next 1 Interactive, Inc.		8-K	3.1	7/9/2013		000-52669
3.9	Amendment to Certificate of Designation of Series A 10% Cumulative Convertible Preferred Stock, filed with the Secretary of State of Nevada on October 22, 2009		S-1	3.6	9/23/2016		333-213753

64

3.10	Certificate of Withdrawal of Certificate of Designation of Series B Convertible Preferred Stock filed with the Secretary of State of Nevada on September 22, 2017		8-K	3.1	9/25/2017	000-52669
3.11	Certificate of Withdrawal of Certificate of Designation of Series C Convertible Preferred Stock filed with the Secretary of State of Nevada on September 22, 2017		8-K	3.2	9/25/2017	000-52669
3.12	Certificate of Withdrawal of Certificate of Designation of Series D Convertible Preferred Stock filed with the Secretary of State of Nevada on September 22, 2017		8-K	3.3	9/25/2017	000-52669
3.13	Certificate of Amendment to Articles of Incorporation (1-for-2.5 Reverse Stock Split of Common Stock) filed with the Nevada Secretary of State on February 8, 2018 and effective on February 12, 2018		8-K	3.1	2/12/2018	000-52669
3.14	Amended and Restated Bylaws of Monaker Group, Inc., effective July 27, 2017		8-K	3.1	8/1/2017	000-52669
4.1*	Description of Registrant’s Securities	X
4.2	Form of Common Stock Purchase Warrant (Offering)		8-K	4.1	8/1/2017	000-52669
4.3	Form of Common Stock Purchase Warrant (Agent)		8-K	4.2	8/1/2017	000-52669
10.1	Promissory Note ($750,000) dated June 16, 2016, by Monaker Group, Inc. in favor of Crystal Falls Investments, LLC		10-K	10.10	6/23/2016	000-52669
10.2	Form of Orange and Charcoal September 8, 2016 Warrants to Purchase Common Stock		8-K	10.3	2/8/2017	000-52669
10.3	Form of Orange and Charcoal January 26, 2017 Warrants to Purchase Common Stock		8-K	10.4	2/8/2017	000-52669
10.4	Form of Subscription Agreement for Units (February and March 2017)		8-K	10.1	3/10/2017	000-52669
10.5	Form of Warrant (February and March 2017 Subscriptions)		8-K	10.2	3/10/2017	000-52669
10.6	$750,000 Promissory Note dated May 16, 2016, between Crystal Falls Investments, LLC as borrower and the Company as Lender		10-K	10.35	2/28/2017	000-52669

65

10.7	Form of Purchase Agreement, dated July 31, 2017	8-K	10.1	8/1/2017	000-52669
10.8	Board Representation Agreement dated July 31, 2017, by and between Pacific Grove Capital LP and the Company	8-K	10.2	8/1/2017	000-52669
10.9	Form of Addendum to Purchase Agreement, dated July 31, 2017	8-K	10.3	8/1/2017	000-52669
10.10	Purchase Agreement dated August 31, 2017, between Bettwork Industries Inc., as Purchaser and Monaker Group, Inc., as Seller	8-K	10.2	9/5/2017	000-52669
10.11	$2.9 million Secured Convertible Promissory Note dated August 31, 2017, by Bettwork Industries Inc., as borrower in favor of Monaker Group, Inc., as payee	8-K	10.3	9/5/2017	000-52669
10.12	Assignment and Novation Agreement dated and effective August 31, 2017, by and between Monaker Group, Inc., Crystal Falls Investments, LLC, and Bettwork Industries Inc.	8-K	10.4	9/5/2017	000-52669
10.13	December 22, 2017, Settlement Agreement by and between Monaker Group, Inc., RealBiz Media Group, Inc., NestBuilder.com Corp. and American Stock Transfer & Trust Company, LLC	8-K	10.1	1/5/2018	000-52669
10.14	First Amendment to Warrant dated January 10, 2018, by and between Monaker Group, Inc. and Pacific Grove Capital LP	8-K	10.1	1/16/2018	000-52669
10.15	First Amendment to Warrant dated March 1, 2018, by and between Monaker Group, Inc. and Pacific Grove Capital LP	8-K	10.1	3/5/2018	001-38402
10.16	First Amendment to Purchase Agreement dated May 31, 2018, by and between Monaker Group, Inc., and A-Tech LLC	8-K	10.3	6/6/2018	001-38402
10.17	$1.6 Million Secured Convertible Promissory Note owed by Bettwork Industries Inc. to Monaker Group, Inc.	8-K	10.5	6/6/2018	001-38402
10.18	Debt Conversion Agreement Between Monaker Group, Inc. and Bettwork Industries Inc. dated July 3, 2018	8-K	10.1	7/6/2018	001-38402
10.19	Form of Common Stock Purchase Warrant to be provided to each investor (September 2018)	8-K	4.1	10/2/2018	001-38402
10.20	$300,000 Promissory Note dated July 27, 2018, entered into by Monaker Group, Inc. in favor of the Donald P. Monaco Insurance Trust	8-K	10.1	8/2/2018	001-38402

66

10.21 $300,000 Promissory Note dated August 23, 2018, entered into by Monaker Group, Inc. in favor of the Donald P. Monaco Insurance Trust 8-K 10.1 8/23/2018 001-38402

10.22	$1.2 Million Line of Credit with Republic Bank, Inc. dated September 28, 2018	8-K	10.1	10/2/2018	001-38402
10.23	Form of Securities Purchase Agreement dated September 28, 2018, by and between the Company and each investor	8-K	10.2	10/2/2018	001-38402
10.24***	Employment Agreement dated October 31, 2018, by and between Monaker Group, Inc. and William Kerby	8-K	10.1	11/2/2018	001-38402
10.25***	Guaranty Compensation Agreement dated October 31, 2018, by and between Monaker Group, Inc. and Donald P. Monaco	8-K	10.2	11/2/2018	001-38402
10.26	Stock Purchase Agreement between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust, dated November 29, 2018, relating to the sale of Bettwork Industries Inc. common stock	8-K	10.2	12/6/2018	001-38402
10.27	Stock Purchase Agreement between Monaker Group, Inc. and Charcoal Investment Ltd, dated December 6, 2018, relating to the sale of Bettwork Industries Inc. common stock	8-K	10.2	12/6/2018	001-38402
10.28	Amended Promissory Note in the amount of $230,000, by Bettwork industries Inc., as borrower and Monaker Group, Inc., as lender, dated October 19, 2018	10-Q	10.13	11/30/2018	001-38402
10.29	Form of First Amendment to Securities Purchase Agreement and Warrants dated January 15, 2019, by and between Monaker Group, Inc. and the investors party thereto	10-Q	10.13	11/30/2018	001-38402

10.30	Monaker Group, Inc. 2017 Equity Incentive Plan - Form of Stock Incentive Plan Stock Option Award	S-8	4.2	1/25/2019	333-229370
10.31	Monaker Group, Inc. 2017 Equity Incentive Plan - Form of Stock Incentive Plan Restricted Stock Grant Agreement	S-8	4.3	1/25/2019	333-229370
10.32	$700,000 Promissory Note dated February 4, 2019, entered into by Monaker Group, Inc. in favor of the Donald P. Monaco Insurance Trust	8-K	10.1	2/5/2019	001-38402

67

10.33	First Amendment to Warrant dated March 5, 2019, by and between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust	8-K	10.1	3/6/2019	001-38402
10.34	First Amendment to Amended Promissory Note in the original amount of $230,000, by Bettwork industries Inc., as borrower and Monaker Group, Inc., as lender, dated March 12, 2019 and effective February 28, 2019	8-K	10.1	3/15/2019	001-38402
10.35	$125,000 Promissory Note dated April 3, 2019, entered into by Monaker Group, Inc. in favor of William Kerby	8-K	10.1	4/4/2019	001-38402
10.36	Inducement Agreement entered into between Monaker Group, Inc. and Verus International, Inc., dated April 10, 2019 and effective February 8, 2019	8-K	10.1	4/11/2019	001-38402
10.37	Amended and Restated Monaker Group, Inc. 2017 Equity Incentive Plan***	8-K	10.1	8/19/2019	001-38402
10.38%	Asset Management Services Agreement by and between TD Assets Holding, LLC, as Operator, and Monaker Group, Inc., as Owner, dated August 15, 2019	8-K	10.1	8/22/2019	001-38402
10.39	Commercial Debt Modification Agreement with Republic Bank dated September 16, 2019	10-Q	10.3	8/31/2019	001-38402
10.40	Second Amendment to Amended Promissory Note in the original amount of $230,000, by Bettwork industries Inc., as borrower and Monaker Group, Inc., as lender, dated October 10, 2019 and effective August 31, 2019	10-Q	10.4	8/31/2019	001-38402
10.41	Stock Purchase Agreement between Monaker Group, Inc. and Monaco Investment Partners, LP, dated October 29, 2019, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock	8-K	10.1	11/04/2019	001-38402
10.42	Stock Purchase Agreement between Monaker Group, Inc. and William Kerby, dated October 29, 2019, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock	8-K	10.2	11/04/2019	001-38402
10.43	Stock Purchase Agreement between Monaker Group, Inc. and Simon Orange, dated October 29, 2019, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock	8-K	10.3	11/04/2019	001-38402

68

10.44	$25,000 Promissory Note dated October 29, 2019, entered into by Monaker Group, Inc. in favor of Pasquale LaVecchia		8-K	10.4	11/04/2019	001-38402
10.45	$150,000 Promissory Note dated October 29, 2019, entered into by Monaker Group, Inc. in favor of Robert J. Mendola, Jr.		8-K	10.5	11/04/2019	001-38402
10.46	$2,700,000 Amended and Restated Promissory Note dated December 9, 2019, entered into by Monaker Group, Inc. and the Donald P. Monaco Insurance Trust		8-K	10.1	12/09/2019	001-38402
10.47	Business Loan Agreement dated January 7, 2020, by and between Monaker Group, Inc. and National Bank of Commerce, formerly Republic Bank, Inc.	10-Q		10.11	01/13/2020	001-38402
10.48	$1,200,000 Promissory Note payable by Monaker Group, Inc. to National Bank of Commerce	10-Q		10.12	01/13/2020	001-38402
10.49	Stock Purchase Agreement between Monaker Group, Inc. and William Kerby, dated January 22, 2020, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock	8-K		10.1	01/23/2020	001-38402
10.50	First Amendment to Amended and Restated Promissory Note dated January 29, 2020, by and between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust	8-K		10.2	01/31/2020	001-38402
10.51	Second Amendment to Amended and Restated Promissory Note dated March 27, 2020, by and between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust	8-K		10.1	03/30/2020	001-38402
10.52	First Amendment to Promissory Note ($25,000) dated January 29, 2020, by and between Monaker Group, Inc. and Pasquale LaVecchia	8-K		10.4	01/31/2020	001-38402
10.53	Second Amendment to Promissory Note ($25,000) dated March 27, 2020, by and between Monaker Group, Inc. and Pasquale LaVecchia	8-K		10.2	03/30/2020	001-38402
10.54	First Amendment to Promissory Note ($150,000) dated January 29, 2020, by and between Monaker Group, Inc. and Robert J. Mendola, Jr.	8-K		10.6	01/31/2020	001-38402
10.55	Second Amendment to Promissory Note ($150,000) dated March 27, 2020, by and between Monaker Group, Inc. and Robert J. Mendola, Jr.	8-K		10.3	03/30/2020	001-38402

69

10.56%	Note Purchase Agreement dated April 3, 2020, by and between Monaker Group, Inc. and Iliad Research and Trading, L.P.		8-K	10.1	04/09/2020	001-38402
10.57	$895,000 Secured Promissory Note dated April 3, 2020 evidencing amounts owed by Monaker Group, Inc. to Iliad Research and Trading, L.P.		8-K	10.2	04/09/2020	001-38402
10.58	Security Agreement dated April 3, 2020 by Monaker Group, Inc. in favor of Iliad Research and Trading, L.P.		8-K	10.3	04/09/2020	001-38402
10.59	$1,200,000 Promissory Note payable by Monaker Group, Inc. to National Bank of Commerce dated May 7, 2020		8-K	10.1	05/13/2020	001-38402
10.60	$176,534 U.S. Small Business Administration Paycheck Protection Plan Note dated May 8, 2020		8-K	10.2	05/13/2020	001-38402
10.61@***	Employment Agreement dated January 30, 2020 by and between Monaker Group, Inc. and Sirapop “Kent” Taepakdee	X
10.62@***	Employment Agreement dated January 30, 2020 by and between Monaker Group, Inc. and Timothy Sikora	X
14.1	Code of Ethics		S-1/A	14.1	3/12/2009	333-154177
14.2	Code of Business Conduct		S-1/A	14.2	3/12/2009	333-154177
14.3	Whistleblower Protection Policy		8-K	14.1	4/25/2017	000-52669
16.1	Letter to Securities and Exchange Commission from M&K CPAS, PLLC, dated May 21, 2019		8-K	16.1	5/21/2019	001-38402
21.1*	Subsidiaries	X
23.1*	Consent of Thayer O’Neal Company, LLC	X
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X

70

32.1**	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2**	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
99.1	Charter of the Audit Committee		8-K	99.1	4/25/2017	000-52669
99.2	Charter of the Compensation Committee		8-K	99.2	4/25/2017	000-52669
99.3	Charter of the Nominating and Corporate Governance Committee		8-K	99.3	4/25/2017	000-52669
101.INS	XBRL Instance Document	X
101.SCH	XBRL Schema Document	X
101.CAL	XBRL Calculation Linkbase Document	X
101.DEF	XBRL Definition Linkbase Document	X
101.LAB	XBRL Label Linkbase Document	X
101.PRE	XBRL Presentation Linkbase Document	X

*	Filed herewith.
**	Furnished herewith.
***	Indicates a management contract or any compensatory plan, contract or arrangement.

+ Certain schedules, exhibits, annexes and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Monaker Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

# Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

% Certain schedules, exhibits, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Monaker Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

@ Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed and certain other information has been removed from this Exhibit because disclosure thereof would constitute a clear unwarranted invasion of personal privacy.

71

EX-4.1

MONAKER GROUP, INC. 10-K

Exhibit 4.1

DESCRIPTION OF SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF

THE SECURITIES EXCHANGE ACT OF 1934

The following summary describes the common stock of Monaker Group, Inc., a Nevada corporation (“Monaker” or the “Company”), which common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only the Company’s common stock is registered under Section 12 of the Exchange Act.

DESCRIPTION OF COMMON STOCK

The following description of our common stock is a summary and is qualified in its entirety by reference to our Articles of Incorporation, as amended and our Bylaws, as amended, which are incorporated by reference as exhibits to this Annual Report on Form 10-K, and by applicable law. For purposes of this description, references to “Monaker,” “we,” “our” and “us” refer only to Monaker and not to its subsidiaries.

Authorized Capitalization

The total number of authorized shares of our common stock is 500,000,000 shares, $0.00001 par value per share. The total number of “blank check” authorized shares of our preferred stock is 100,000,000 shares, $0.00001 par value per share. The total number of designated shares of our Series A Preferred Stock (“Series A Preferred”) is 3,000,000.

The terms of our preferred stock are not included herein as such preferred stock is not registered under Section 12 of the Exchange Act.

Common Stock

Voting Rights. Each share of our common stock is entitled to one vote on all stockholder matters. Shares of our common stock do not possess any cumulative voting rights.

Except for the election of directors, if a quorum is present, an action on a matter is approved if it receives the affirmative vote of the holders of a majority of the voting power of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the matter, unless otherwise required by applicable law, Nevada law, our Articles of Incorporation, as amended or Bylaws, as amended. The election of directors will be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote, meaning that the nominees with the greatest number of votes cast, even if less than a majority, will be elected. The rights, preferences and privileges of holders of common stock are subject to, and may be impacted by, the rights of the holders of shares of any series of preferred stock that we have designated, or may designate and issue in the future.

Dividend Rights. Each share of our common stock is entitled to equal dividends and distributions per share with respect to the common stock when, as and if declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock.

Liquidation and Dissolution Rights. Upon liquidation, dissolution or winding up, our common stock will be entitled to receive pro rata on a share-for-share basis, the assets available for distribution to the stockholders after payment of liabilities and payment of preferential and other amounts, if any, payable on any outstanding preferred stock.

Fully Paid Status. All outstanding shares of the Company’s common stock are validly issued, fully paid and non-assessable.

Listing. Our common stock is listed and traded on the Nasdaq Capital Market under the symbol “MKGI”.

Other Matters. No holder of any shares of our common stock has a preemptive right to subscribe for any of our securities, nor are any shares of our common stock subject to redemption or convertible into other securities.

Anti-Takeover Provisions Under The Nevada Revised Statutes

Business Combinations

Sections 78.411 to 78.444 of the Nevada revised statues (the “NRS”) prohibit a Nevada corporation from engaging in a “combination” with an “interested stockholder” for three years following the date that such person becomes an interested stockholder and place certain restrictions on such combinations even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous three years.

A Nevada corporation may elect not to be governed by Sections 78.411 to 78.444 by a provision in its articles of incorporation. We have such a provision in our Articles of Incorporation, as amended, pursuant to which we have elected to opt out of Sections 78.411 to 78.444; therefore, these sections do not apply to us.

Control Shares

Nevada law also seeks to impede “unfriendly“ corporate takeovers by providing in Sections 78.378 to 78.3793 of the NRS that an “acquiring person” shall only obtain voting rights in the “control shares” purchased by such person to the extent approved by the other stockholders at a meeting. With certain exceptions, an acquiring person is one who acquires or offers to acquire a “controlling interest” in the corporation, defined as one-fifth or more of the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers not only the acquiring person but also any persons acting in association with the acquiring person.

A Nevada corporation may elect to opt out of the provisions of Sections 78.378 to 78.3793 of the NRS. We have a provision in our Articles of Incorporation pursuant to which we have elected to opt out of Sections 78.378 to 78.3793; therefore, these sections do not apply to us.

Removal of Directors

Section 78.335 of the NRS provides that 2/3rds of the voting power of the issued and outstanding shares of the Company are required to remove a Director from office. As such, it may be more difficult for stockholders to remove Directors due to the fact the NRS requires greater than majority approval of the stockholders for such removal.

EX-10.61

MONAKER GROUP, INC. 10-K

 Exhibit 10.61

THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED

INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i)

NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE

COMPANY IF PUBLICLY DISCLOSED

EMPLOYMENT AGREEMENT

(Senior Executive Level)

THIS AGREEMENT made as of the 30th day of January 2020 (the "Effective Date").

BETWEEN:

Monaker Group, Inc.

(the "Company")

- and -

Sirapop “Kent” Taepakdee

(the "Executive")

WHEREAS the Company is engaged in the ownership and management of travel related services (the "Business"); and

WHEREAS the Company desires to employ Executive as defined and as per the duties set forth in Exhibit A and Executive desires to accept such employment in the Business, subject to the terms, conditions and covenants herein provided; and

WHEREAS both parties have agreed to execute, deliver and perform this Agreement;

NOW THEREFORE in consideration of the mutual covenants herein contained and other good and valuable consideration, the Company and the Executive agree as follows:

2

POSITION

1.             The Company hereby employs the Executive and the Executive agrees to dedicate such attention and time as is necessary for him to perform his duties in the position as set forth in Exhibit A for the Company and will assume the role on the terms and conditions herein contained. Notwithstanding any other provision of this Agreement, Executive may continue to conduct business for other third parties that do not compete with the Company so long as such other business that is conducted does not interfere with or conflict with Executive’s duties and responsibilities for the Company. Executive agrees not to use the Company’s time, material or facilities in performance of his work for such other third parties.

The Executive shall report to the CEO of the Company.

The Executive may also be a member of the Board as described in Exhibit A.

2.             The Executive shall have such duties and responsibilities consistent with his position as a senior officer as the CEO shall reasonably determine. Initially, such duties and responsibilities will include those set forth on Exhibit B hereto.

3. The Executive shall work when requested out of the Weston, Florida offices.

4.             The Executive will agree to work with other Officers including the CEO, CIO of Monaker Group, Inc. to prepare budgets for the Company, develop sales and supporting reporting systems, develop new business opportunities assist with product development, technology development and help to implement the media programs in an overall effort to aid the corporation in achieving its sales and operational goals in an efficient and fiscally responsible manner.

REMUNERATION

5. Salary

The Executive shall receive a minimum base salary from the Company during his employment hereunder at the annual rate set forth in Exhibit A. This amount shall be payable in periodic installments in accordance with the usual payroll of the Company During the Term hereof (the "Salary"), payable in accordance with the Company's payroll practices in force from time to time shall be inclusive of all applicable income, and other taxes and charges that are required by law to be withheld by the Company or the Executive.

6. Bonus

The Executive will be eligible to earn a bonus as described in Exhibit A..

7. Stock

The Company wants to incentivize the Executive to improve efficiencies, drive revenues and lower expenses. The Company shall issue to Executive shares of the Company’s common stock based upon the requirements as set forth in Exhibit A. Additionally, the Executive will be eligible to participate in the Company’s Plan for stock options to be set under similar terms and conditions as those of other senior management. Note - Stock options are only granted when approved by Board.

3

EXPENSES

8.             The Company shall pay all necessary and reasonable business expenses as approved by the Company’s Chairman which approval shall not be unreasonably withheld, and which are actually and properly incurred by the Executive in furtherance of or in connection with the Business, including without limitation, all business related travel and parking expenses, public relations expenses, mobile phone expenses, and all business related entertainment expenses (whether incurred at the Executive's residence, while traveling or otherwise). If any such expenses are paid in the first instance by the Executive, the Company shall reimburse him, subject to the receipt by the Company of statements and vouchers in a form reasonably satisfactory to the Company.

VACATION

9.             The Executive shall be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the Company national holidays) during each contract year which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually agreed between the Executive and the Company.

TERMINATION

10. (a) Events of Termination. The Term, the Executive’s Salary and any and all other rights of the Executive under this Agreement or otherwise as an Executive of the Company will terminate (except as otherwise provided in section 11):

(i) upon the death of the Executive;

(ii) upon the disability of the Executive (as defined in section 10(b)) immediately upon notice from either party to the other;

(iii) For Cause (as defined in section 10(c)), immediately upon notice from the Company to the Executive or at such later time as such notice may specify;

(iv) Other than For Cause, Disability or Death, immediately upon notice from the Company to the Executive or at such later time as such notice may specify;

(v) Other than for Good Reason by Executive, immediately upon notice from the Executive to the Company or at such later time as such notice may specify; or

(vi) For Good Reason (as defined in section 11(d)) upon not less than 10 days' prior notice from the Executive to the Company.

(b) Definition of Disability. For the purposes of section 11(a), the Executive will be deemed to have a "disability" if, for physical or mental reasons, the Executive is unable to perform the Executive's duties for a period of 60 days out of 180 days, under this Agreement as determined in accordance with this section 11(b). The disability of the Executive will be determined by a medical doctor selected by written agreement of the Company and the Executive upon the request of either party by notice to the other. If the Company and the Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Executive has a disability. The determination of the medical doctor selected under this section 11(b) will be binding on both parties.

4

(c) Definition of "For Cause". For the purposes of section 10(a), the phrase "For Cause" means: (i) the Executive's material breach of this Agreement;

(ii) the Executive’s failure to substantially perform the duties of Chief Financial Officer as contemplated hereunder; (iii) the Executive's failure to substantially adhere to any reasonable written Company policy if the Executive has been given a reasonable opportunity to comply with such policy or cure his failure to comply; (iv) the misappropriation by the Executive of a material business opportunity of the Company, including securing any undisclosed personal profit in connection with any transaction entered into on behalf of the Company; (v) the misappropriation of any of the Company's funds, property or Confidential Information; (vi) the commission of material acts of dishonesty, willfully fraudulent or criminal acts or misconduct, or other willfully wrongful acts or omissions materially adversely affecting the Company; (vii) the conviction of, the indictment for or its procedural equivalent or the entering of a guilty plea or plea of no contest with respect to any felony.

(d) Definition of "For Good Reason." For the purposes of section 10(a), the phrase "For Good Reason" means the occurrence of any of the following for any reason (i) a significant reduction of the Employee’s duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, or

(ii)       the Company materially breaches this Agreement or the performance of its duties and obligations hereunder and such breach is not cured within a 30-day period following written notice of such breach from Employee; or

(iii)       Employee's employment is terminated in connection with a Change in Control ; or (iv) there is a reduction by the Company of the Employee's total compensation as in effect immediately prior to such reduction; or (v) the relocation of the Employee to a facility or a location more than twenty- five (25) miles from Weston, Florida. "Change in Control" means (a) any entity or Person not as of the date of this Agreement an employee, officer or shareholder of the Company becomes either individually or, pursuant to an express agreement among all of the members of such group, as part of a "control group" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) the beneficial owner of 50% or more of the Company’s voting securities or (b) there is a liquidation of all or substantially all of the Company's assets or the Company dissolves.

(e) Termination Pay. Effective upon the termination of this Agreement for any of the reasons set forth in section 10(a), the Company shall be obligated to pay the Executive (or in the event of his death, his designated beneficiary as defined below) the amounts set forth below , as well as all business expenses recoverable under Section 8. For purposes of this section 11(e), the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Company from time to time or if the Executive fails to give notice to the Company of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence the Company will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity or to locate or attempt to locate any beneficiary, personal representative, or trustee.

5

(i)             Termination by the Executive For Good Reason. If the Executive terminates this Agreement For Good Reason, then the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination, plus a severance payment shall be paid to Executive in two equal monthly installments payable on the first business day of each of the two calendar months immediately following the effective date of Executive’s termination, each such installment being in an amount equal to Executive’s monthly salary. Additionally, the Company shall pay the Executive his Salary and other benefits, including shares, earned or accrued through the date of termination.

(ii) Termination by the Company For Cause. If the Company terminates this Agreement for Cause, the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination.

(iii) Termination upon Disability. If this Agreement is terminated by either party as a result of the Executive's disability, as determined under section 10(a)(ii), the Company shall pay the Executive his Salary and other benefits earned or accrued through the remainder of the calendar month during which such termination is effective.

(iv) Termination upon Death. If this Agreement is terminated because of the Executive's death, the Company shall pay Executive’s estate or designated beneficiary the Executive’s Salary and other benefits earned or accrued through the date of death.

(v) Termination by Company Other than for Cause, Disability or Death. If the Company terminates this Agreement other than For Cause or for death or disability, then the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination, plus a severance payment shall be paid to Executive in two equal monthly installments payable on the first business day of each of the two calendar months immediately following the effective date of Employee’s termination, each such installment being in an amount equal to two months Executive’s monthly salary for each year of employment. Additionally, all shares held in escrow, or subject to vesting schedules shall accelerate and/or be released, and distributed according to the terms of relevant escrow agreement as though the vesting/release conditions had been met in the ordinary course.

6

(vi) Termination by Company after Change In Control Event If the Company terminates this Agreement within 24 months after a Change In Control event, then the Company shall pay Executive a severance payment equal to twelve (12) months salary, plus continue to provide benefits equal to those provided prior to the Change in Control event for a period of six (6) months. Additionally, all shares held in escrow, or subject to vesting schedules shall accelerate and/or be released and distributed according to the terms of the relevant escrow agreement as though the vesting/release conditions had been met in the ordinary course.

(vii) Termination by Executive Without Good Reason. If the Executive terminates this Agreement without Good Reason, then the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

11. (a) All confidential records, material, information and all trade secrets concerning the business or affairs of the Company obtained by the Executive in the course of his employment with the Company shall remain the exclusive property of the Company. During the Executive's employment or at any time thereafter, the Executive shall not divulge the contents of such confidential records, material, information or trade secrets to any person, firm or corporation other than to the Company or the Company’s qualified Executives and following the termination of his employment hereunder the Executive shall not, for any reason, use the contents of such confidential records, material, information or trade secrets for any purpose whatsoever. This Section shall survive the termination of this Agreement. This section shall not apply to any confidential records, material, information or trade secrets which as proven by written documentation:

(1) is or becomes publicly known through the lawful action of any third party;

(2) is disclosed without restriction to the Executive by a third party;

7

(3) is known by the Executive prior to its disclosure by the Company;

(4) is subsequently developed by the Executive, independently of records, material, information and trade secrets supplied to the Executive by the Company;

(5) has been made available by the Company directly or indirectly to a third party without obligation of confidentiality; or

(6) the Executive is obligated to produce as a result of a court order or pursuant to governmental or other legal action, provided that the Company shall have been given written notice of such court order or governmental or other legal action and an opportunity to appear and object.

INTELLECTUAL PROPERTY

The Executive agrees that any invention, improvement, discovery, process, formula, or method or other intellectual property, whether or not patentable or copyrightable, conceived or first reduced to practice by Executive, either alone or jointly with others, while performing services hereunder (or, if based on any of the Company Confidential Information, after the expiration or termination of the Term) (collectively, “Inventions”) shall belong exclusively to the Company and the Executive hereby assigns to the Company all title and interest, including copyright and patent rights, thereto and waives any moral rights which the Executive may have therein. If the Executive develops, prepares or works on the design or development of Inventions that are related to the duties to the Company and specifically to the mission and goals/growth of the Company including ownership and management of travel services during the Term, the Executive will keep notes and other written records of such work, which records shall be kept on the premises of the Company and made available to the Company at all times for the purpose of evaluation and use in obtaining copyright protection or as a protective procedure. The Executive will upon request of the Company, and at the Company's expense, provide a reasonable level of assistance to the Company with respect to applications for trademarks, copyrights, patents or other forms of intellectual property protection for work on which the Executive was involved during the Term. The Executive agrees to execute such documents as are reasonable and necessary for the purpose of the Company establishing its right of ownership to such property. Without limiting the foregoing, Executive further acknowledges that all original works of authorship by Executive, whether created alone or jointly with others, related to Executive’s employment with the Company and which are protectable by copyright, are "works made for hire" within the meaning of the United States Copyright Act, 17 U. S. C. (S) 101, as amended, and the copyright of which shall be owned solely, completely and exclusively by the Company. Executive hereby irrevocably designates counsel to the Company as Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Company rights under this Section. This Section shall survive the termination of this Agreement.

Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Executive hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. Executive agrees to confirm any such waivers and consents from time to time as requested by the Company.

8

NON-SOLICITATION

12.           The Executive covenants and agrees with the Company that he shall not, during the term of his employment hereunder and for a period ending one year following the date of the termination (for any reason) of his employment:

(a) directly or indirectly solicit, interfere with or endeavor to direct or entice away from the Company any person, firm or company who is or has within the preceding year been a customer, client, affiliated agency or otherwise in the habit of dealing with the Company; or

(b) Interfere with, entice away or otherwise attempt to induce the termination of employment of any Executive of the Company.

This Section shall survive the termination of this Agreement.

NON-COMPETITION

13.           The Executive covenants and agrees with the Company that he will not (without the prior written consent of the Company which consent will not be unreasonably withheld) directly or through another person or another entity during the term of his employment hereunder and for a period of one (1) year following the date of the termination of his employment, carry on or be engaged in any business within North America which is competitive with the business of the Company, however that the non-compete shall terminate in the event of a termination of employment by Executive for Good Reason or a termination by the Company other than for Cause or disability and provided, further that under no circumstances shall Executive disclose Company confidential information.

This Section shall survive the termination of this Agreement.

INJUNCTIVE RELIEF

14.           The Executive acknowledges and agrees that the agreements and covenants in sections 12 to 14 are essential to protect the business and goodwill of the Company and that a breach by the Executive of the covenants in sections 12 to 14 hereof could result in irreparable loss to the Company which could not be adequately compensated for in damages and that the Company may have no adequate remedy at law if the Executive breaches such provisions. Consequently, if the Executive breaches any of such provisions, the Company shall have in addition to and not in lieu of, any other rights and remedies available to it under any law or in equity, the right to obtain injunctive relief to restrain any breach or threatened breach thereof and to have such provisions specifically enforced by any court of competent jurisdiction without the obligation of posting a bond.

9

DISPUTE RESOLUTION PROCEDURE

15. (a) The parties shall be free to bring all differences of interpretation and disputes arising under or related to this Agreement to the attention of the other party at any time without prejudicing their harmonious relationship and operations hereunder and the offices and facilities of either party shall be available at all times for the prompt and effective adjustment of any and all such differences, either by mail, telephone, or personal meeting, under friendly and courteous circumstances. Notwithstanding the foregoing, any controversy, claim, or breach arising out of or relating to this Agreement which the parties are unable to resolve to their mutual satisfaction shall be resolved in accordance with subparagraph b below.

(b) As a condition precedent to invoking any other dispute resolution procedure including litigation, the parties shall attempt in good faith first to mediate such dispute and use their best efforts to reach agreement on the matters in dispute. Within five business days of the request of either party, the requesting party shall attempt to employ the services of a third person mutually acceptable to both parties to conduct such mediation within five business days of the mediator's appointment. Unless otherwise agreed upon by the parties hereto, the parties shall share the cost of the mediator's fees and expenses equally. If the parties are unable to agree on such third person, then the requesting party may submit the matter to the nearest office of the American Arbitration Association for mediation, only, in accordance with the commercial mediation rules then prevailing. If, on completion of such mediation, the parties are still unable to agree upon and settle the dispute, then either party may initiate litigation. This Agreement contains no arbitration clause. Binding arbitration may only be used upon the mutual agreement of the parties hereto.

SEVERABILITY

16.       The parties acknowledge that the provisions of sections 12 to 14 hereof (the "Restrictive Covenants") are reasonable and valid in geographic and temporal scope and all other respects. If any court of competent jurisdiction determines that any of the Restrictive Covenants or any part thereof, is or are invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to invalid portions. If any court of competent jurisdiction determines that any of the Restrictive Covenants or any part thereof is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be and, in its reduced form, such provision shall then be enforceable. The Executive acknowledges that the Company's business extends throughout the geographical area outlined above and that the geographic scope of the covenants contained herein is reasonable.

INDEMNITY

17.       Except for acts of dishonesty, willfully fraudulent or criminal acts or other willfully wrongful acts or omissions on the part of Executive, the Company agrees to indemnify and save the Executive harmless from and against any and all damages, liabilities, claims, costs, including reasonable attorneys’ fees, charges and expenses, including any amount paid to settle any action or satisfy any judgment, incurred by him in connection with his employment or incurred by him in respect of any civil, criminal or administrative action or proceeding to which the Executive is made a party by reason of having been an officer or Executive of the Company.

10

WHOLE AGREEMENT

18.       This Agreement constitutes and expresses the whole agreement of the parties hereto with respect to the employment of the Executive by the Company and with respect to any matters or things herein provided for or hereinbefore discussed or mentioned with reference to such employment. All promises, representations, collateral agreements and understandings relative thereto not incorporated herein are hereby superseded by this Agreement.

GENERAL

19.       All notices, request, demands or other communications by the terms hereof required or permitted to be given by one party to the other shall be given in writing by personal delivery or by facsimile, addressed to the other party as follows:

(a)	to the Company at:	Monaker Group, Inc.
		2893 Executive Park Dr Suite 201
		Weston, FL 33331
	Attention:	William Kerby
	Facsimile No:	(954) 888-9082

(b)	to the Executive at:	Sirapop “Kent” Taepakdee
		[Removed pursuant to Regulation S-K Item 601(a)(6)]
	Phone:	[Removed pursuant to Regulation S-K Item 601(a)(6)]

or such other addresses as may be given by either of them to the other in writing from time to time.

20.       This Agreement shall be governed by and interpreted under the laws of the State of Florida without regard to principals of conflicts of law.

21. All dollar amounts referred to in this Agreement are expressed in U.S. funds.

22. (a) This Agreement is personal to the Executive and may not be assigned by him.

(b) Except as aforesaid, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, including, in the case of the Executive, his heirs, executors, administrators and legal personnel representatives.

23. Time shall be of the essence of this Agreement and of every part hereof.

11

24.       The parties acknowledge and agree that, except to the extent the context clearly requires otherwise, the representations, warranties and covenants set forth herein shall survive the termination or expiration of this Agreement.

25.       The parties acknowledge that each of them has read and understood this Agreement, and that each of them has been given the opportunity to obtain independent legal advice in connection with this Agreement and its terms.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

Monaker Group, Inc.

	By:	/s/ William Kerby
		William Kerby
		CEO
/s/ Timothy J. Sikora	/s/ Sirapop “Kent” Taepakdee
Witness	Sirapop “Kent” Taepakdee

12

Exhibit A
January 30th, 2020

Executive. Kent Taepakdee

Section 1. Position

The Position is defined as VP of Finance and Acting Chief Financial Officer (CFO) – Monaker Group Inc. (Company) with the initial responsibilities as listed on Exhibit B.

Section 2. Remuneration

(a)       Terms and conditions will include a starting salary will be one hundred fifty-four thousand dollars ($154,000) per year, on an exempt basis, payable on a bi-weekly basis.

(b)       Additionally, the Executive will receive insurance that covers medical, dental, vision and life insurance for himself with the premiums paid by the Company, and be eligible for bonus programs commensurate with other senior executives of Monaker, which are to be determined and implemented within the first year of employment (from the Effective Date herein).

(c)       Executive will receive personal memberships, sponsored by the Company, in IATA.

Section 3. Stock

1. Upon the signing of this Employment Agreement, the Executive will commence with the key duties required to be performed by the CFO. The CFO is an integral part of management and operations and must ensure that the goals / objectives of the corporation are realistic and achievable while at the same time providing the financial discipline to protect the organization. As an incentive to ensure that the corporation’s objectives and financial disciplines are met, the Executive will be incentivized for the structuring and implementation of processes, financial disciplines and the ultimate achievement of corporation’s financial objectives.

Bonus Payments will be made in the form of Cash and/or commons shares at the option of the executive. Such earned bonuses will be accrued throughout the quarter and paid within 10 days of the end of each quarter in which the bonus is achieved. As the first 12 months of operations are the most critical, the bonus payments are based upon growth and specific targets being achieved during the first 12 months of operations and span across of key area objectives each being independent one time target objectives.

During the first 12 months all shares earned under the bonus program are based on

$2.00 per share pricing. Key bonus objectives are based on four diverse and challenging roles the CFO is expected to undertake, which include:

13

i).Stewardship: Assist with financial reporting and support of Senior Management.

ii). Financial Targets: Be a catalyst for senior management in launching initiatives and assisting with achieving corporate financial targets such as EBITDA, Cash Flow or Earnings per share.

iii). Evaluation and assistance in defining and implementing ”Key Strategy” in conjunction with the CEO and CIO such that they assist with financing, clear and fair reporting, institutional/investor relations and providing market clarity to assist with the common stock price reaching reflective pricing.

iv) Other Compensation

i) Stewardship

In conjunction with the company, the executive’s will undertake to review and improve/ implement new financial reporting programs and procedures in the first 120 days such as to allow for management to have clearly defined company goals and objectives with specific deadlines which:.

o Ensuring unit-level performance metrics are rigorously set and support the achievement of overall company financial metrics.

o Establish financial discipline and controls by assisting the units structure their budgets that coax the best possible performance out of business unit leaders.

o Implementing internal controls that minimize the risky behavior

o Complete either modification to existing accounting system or potential change and implement a new accounting system to handle growth and proper reporting for business.

Bonus is determined at the sole discretion of the CEO and upon awarding the executive will have a choice of a 5,000 share bonus or a $5,000 cash bonus.

ii) Financial Targets

The executive will undertake to assist senior management in meeting their individual goals and objectives as have previously been established by the company. To accomplish this both the reporting systems under Stewardship (above) as well as the diligent review and enforcement of reporting/accountability of the senior managements financial commitments must be adhered to. In the event the executive aids senior management in achieving the following key metrics by June 30th 2020:

- Assist with proper reporting and systems for the Monaker Booking Engine (B2B model) and website launches (B2C model) including Extraordinary Vacations, Nexttrip.com Nexttrip.Biz and Maupintour website (targeted by March 31st 2020)

14

- Company achieves $[****] in gross monthly revenues by June 30th 2020

OR

- The Company achieves an EBIDTA profit in any month

Bonus is determined at the sole discretion of the CEO and upon awarding the executive will have a choice of a 7500 share bonus or a $10,000 cash bonus.

iii) Key Corporate Strategies and Financial Presentations

The Executive will work with the CEO to aid in Board presentations, public relations, individual funding structures, corporate underwritings, institutional and investor presentations, key supplier contracts/relations. As part of this it is critical that financial presentations and reporting it is essential that the executive works closely with the corporate auditors, SEC counsel and transfer agent to ensure all financial reporting is:

- Timely

- Accurate

- Fairly represents the company’s assets and liabilities in a concise manner.

For each quarter the above is accomplished (as determined at the sole discretion of the CEO) then the executive will have a choice of a 2,000 share bonus or a $2,000 cash bonus.

iv) Other Compensation

As part of the Executive working with the CEO to aid in individual funding structures including Broker Dealer institutional and investor underwritings, the CEO will have the authority at his sole discretion to reward the Executive for assisting in the completion of any funding in excess of $3 million. If such a bonus is granted by the CEO the executive will have a choice of a 3,000 share bonus or a $4,000 cash bonus.

On the anniversary of this agreement (year 2) the company will agree to develop a new bonus incentive plan with the Executive and the Executive’s base compensation will be increased to no less than $150,000 per year thereafter.

Section 7. Disposition of Stock

If Executive desires to sell in excess of 10,000 shares of the common stock of the Company in a single transaction or in one or more related transactions at any time when the daily trading volume of the Company's stock is less than 10,000 shares, then prior to selling any such shares, Executive shall submit a written offer to the Company for the Company to acquire such shares at the market price of such shares on the date of such offer. The Company shall have five (5) calendar days in which to notify the Executive of its intent to exercise such right of first refusal and the closing of such sale shall occur within ten (10) calendar days of such notification. If the Company does not exercise such right of first refusal then the Executive shall be free to sell such shares in the open market in accordance with all applicable laws.

15

Section 8. Vacation

The Executive will be eligible for 3 weeks of vacation per year.

Section 9. Term of Agreement

The initial term of this Agreement (the "Initial Term"), and the employment hereunder, shall be for a period of thirty-six (36) months, commencing on the Effective Date of the Agreement, unless sooner terminated. The contract may be extended by mutual consent of the parties.

Exhibit B

Sirapop “Kent” Taepakdee - VP Finance and Acting CFO Monaker Group, Inc.

The executive has overall responsibility as VP Finance and Acting CFO of Monaker Group to implement systems, reporting and accountable management reports such as to help maximize growth and bottom line success of the Monaker business.

The Executive’s main responsibilities are as follows:

1. Cash Flow

As a new Acting Chief Financial Officer, your job is to control the cash flow position throughout the company, understand the sources and uses of cash, and maintain the integrity of funds, securities and other valuable documents. You receive, have custody of, and disburse the company’s monies and securities in conjunction with the CEO. Your responsibilities include the authority to establish accounting policies and procedures for credit and collections, purchasing, payment of bills, and other financial obligations. Cash is king and the flow of cash, or cash flow, is the most important job a new CFO has in any company.

2. Company Liabilities

You will be responsible to understand all of the company’s liabilities. The company has many legal contracts, statutory & tax obligations, hidden liabilities in the form of contingencies, leases, or insurance summaries, and expectations from loan covenants and/or the board of directors. Management of these liabilities is key to the company’s financial wellbeing.

16

3. Company Performance

You must understand the company business model for generating customer value and translate the operational metrics into measures for performance. You will be responsible for implementing tools like the balanced scorecard, dashboards, and financial statement ratio analysis to communicate both the company’s expected and actual financial performance.

4. Department Supervision

The company is a small organization with plans for rapid growth. As the Acting CFO you are the supervisor of Accounting, Finance, and HR. You will be required to support the company’s accounting and financial functions using job descriptions, policies, and procedures, and methods for automating document control.

5. Financial Relationships

As Acting CFO, you establish and maintain lines of communication with investment bankers, financial analysts, and shareholders in conjunction with the CEO. You administer banking arrangements and loan agreements and maintain adequate sources of capital for the company’s current borrowings from commercial banks and other lending institutions. In addition, you invest the company’s funds and administer incentive stock option plans.

6. Finance or Raising Capital

You will assist the CEO in all financing and/or fund raising of Capital as one of your key responsibilities. As such you will be responsible for the establishment and execution of programs for the provision of capital required by the company, including negotiating the procurement of debt and equity capital and maintaining the required financial arrangements. Additionally, you’ll coordinate the long-range plans of the company, assess the financial requirements implicit in these plans, and develop alternative ways in which financial requirements can be satisfied.

7. Financial Obligations

17

As the Acting CFO, you need to approve all agreements concerning financial obligations, such as contracts for raw materials, IT assets, and services, and other actions requiring a commitment of financial resources.

8. Record Control

You will be responsible for the financial aspects of all company transactions including Corporate Travel agreements, Travel supplier/fulfillment Contracts, contracts, and leases. The CFO will also review and recommend insurance coverage as required (D&O, Travel, content, customer etc.) . Additionally, you will ensure the maintenance of appropriate financial records, prepares required financial reports, insures audits are completed in time and statutory book closing occur. One of the primary CFO responsibilities is ensuring company compliance with financial regulations and standards, like Sarbanes, the IRS Tax Code, and GAAP (and soon, IFRS).

9. Shareholder Relations

Analysis of company shareholder relations policies, procedures, and information programs, including the annual and interim reports to shareholders and the Board of Directors, as well as recommends to the CEO of new or revised policies, procedures, or programs when needed.

10. Budgeting and Expense Control

You are responsible for overseeing the budget process, collecting the inputs, and comparing the company’s actual performance with estimates (the budget).

Such other duties as may be assigned by the CEO of Monaker from time to time.

EX-10.62

MONAKER GROUP, INC. 10-K

 Exhibit 10.62

THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED

INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i)

NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE

COMPANY IF PUBLICLY DISCLOSED

1

EMPLOYMENT AGREEMENT

(Senior Executive Level)

THIS AGREEMENT made as of the 30th day of January 2020 (the "Effective Date").

BETWEEN:

Monaker Group, Inc.

(the "Company")

- and -

Timothy Sikora

(the "Executive")

WHEREAS the Company is engaged in the ownership and management of travel related services (the "Business"); and

WHEREAS the Company desires to employ Executive as defined and as per the duties set forth in Exhibit A and Executive desires to accept such employment in the Business, subject to the terms, conditions and covenants herein provided; and

WHEREAS both parties have agreed to execute, deliver and perform this Agreement;

2

NOW THEREFORE in consideration of the mutual covenants herein contained and other good and valuable consideration, the Company and the Executive agree as follows:

POSITION

1.       The Company hereby employs the Executive and the Executive agrees to dedicate such attention and time as is necessary for him to perform his duties in the position as set forth in Exhibit A for the Company and will assume the role on the terms and conditions herein contained. Notwithstanding any other provision of this Agreement, Executive may continue to conduct business for other third parties that do not compete with the Company so long as such other business that is conducted does not interfere with or conflict with Executive’s duties and responsibilities for the Company. Executive agrees not to use the Company’s time, material or facilities in performance of his work for such other third parties.

The Executive shall report to the CEO of the Company.

The Executive may also be a member of the Board as described in Exhibit A.

2.       The Executive shall have such duties and responsibilities consistent with his position as a senior officer as the CEO shall reasonably determine. Initially, such duties and responsibilities will include those set forth on Exhibit B hereto.

3.       The Executive shall work when requested out of the Weston, Florida offices, however, upon agreement with the CEO, the Executive shall have the option to perform their duties remotely for all or any agreed upon time-period

4.       The Executive will agree to work with other Officers including the CEO, CIO of Monaker Group, Inc. to prepare budgets for the Company, develop sales and supporting reporting systems, develop new business opportunities assist with product development, technology development and help to implement the media programs in an overall effort to aid the corporation in achieving its sales and operational goals in an efficient and fiscally responsible manner.

REMUNERATION

5. Salary

The Executive shall receive a minimum base salary from the Company during his employment hereunder at the annual rate set forth in Exhibit A. This amount shall be payable in periodic installments in accordance with the usual payroll of the Company During the Term hereof (the "Salary"), payable in accordance with the Company's payroll practices in force from time to time shall be inclusive of all applicable income, and other taxes and charges that are required by law to be withheld by the Company or the Executive.

6. Bonus

The Executive will be eligible to earn a bonus as described in Exhibit A..

7. Stock

The Company wants to incentivize the Executive to improve efficiencies, drive revenues and lower expenses. The Company shall issue to Executive shares of the Company’s common stock based upon the requirements as set forth in Exhibit A. Additionally the Executive will be eligible to participate in the Company’s Plan for stock options to be set under similar terms and conditions as those of other senior management. Note – Stock options are only granted when approved by Board.

EXPENSES

8.       The Company shall pay all necessary and reasonable business expenses as approved by the Company’s Chairman which approval shall not be unreasonably withheld, and which are actually and properly incurred by the Executive in furtherance of or in connection with the Business, including without limitation, all business related travel and parking expenses, public relations expenses, mobile phone expenses, and all business related entertainment expenses (whether incurred at the Executive's residence, while traveling or otherwise). If any such expenses are paid in the first instance by the Executive, the Company shall reimburse him, subject to the receipt by the Company of statements and vouchers in a form reasonably satisfactory to the Company.

VACATION

9.       The Executive shall be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the Company national holidays) during each contract year which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually agreed between the Executive and the Company.

3

TERMINATION

10.

(a)

Events of Termination. The Term, the Executive’s Salary and any and all other rights of the Executive under this Agreement or otherwise as an Executive of the Company will terminate (except as otherwise provided in section 11):

(i) upon the death of the Executive;

(ii) upon the disability of the Executive (as defined in section 11(b)) immediately upon notice from either party to the other;

(iii) For Cause (as defined in section 11(c)), immediately upon notice from the Company to the Executive or at such later time as such notice may specify;

(iv) Other than For Cause, Disability or Death, immediately upon notice from the Company to the Executive or at such later time as such notice may specify;

(v) Other than for Good Reason by Executive, immediately upon notice from the Executive to the Company or at such later time as such notice may specify; or

(vi) For Good Reason (as defined in section 11(d)) upon not less than 10 days' prior notice from the Executive to the Company.

(b) Definition of Disability. For the purposes of section 11(a), the Executive will be deemed to have a "disability" if, for physical or mental reasons, the Executive is unable to perform the Executive's duties for a period of 60 days out of 180 days, under this Agreement as determined in accordance with this section 11(b). The disability of the Executive will be determined by a medical doctor selected by written agreement of the Company and the Executive upon the request of either party by notice to the other. If the Company and the Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether the Executive has a disability. The determination of the medical doctor selected under this section 11(b) will be binding on both parties.

(c) Definition of "For Cause". For the purposes of section 11(a), the phrase "For Cause" means: (i) the Executive's material breach of this Agreement; (ii)the Executive’s failure to substantially perform the duties of Chief Financial Officer as contemplated hereunder; (iii) the Executive's failure to substantially adhere to any reasonable written Company policy if the Executive has been given a reasonable opportunity to comply with such policy or cure his failure to comply; (iv) the misappropriation by the Executive of a material business opportunity of the Company, including securing any undisclosed personal profit in connection with any transaction entered into on behalf of the Company; (v) the misappropriation of any of the Company's funds, property or Confidential Information; (vi) the commission of material acts of dishonesty, willfully fraudulent or criminal acts or misconduct, or other willfully wrongful acts or omissions materially adversely affecting the Company; (vii) the conviction of, the indictment for or its procedural equivalent or the entering of a guilty plea or plea of no contest with respect to any felony.

(d) Definition of "For Good Reason." For the purposes of section 11(a), the phrase "For Good Reason" means the occurrence of any of the following for any reason (i) a significant reduction of the Employee’s duties, position or responsibilities relative to the Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, or (ii) the Company materially breaches this Agreement or the performance of its duties and obligations hereunder and such breach is not cured within a 30-day period following written notice of such breach from Employee; or (iii) Employee's employment is terminated in connection with a Change in Control ; or (iv) there is a reduction by the Company of the Employee's total compensation as in effect immediately prior to such reduction; or (v) the relocation of the Employee to a facility or a location more than twenty- five (25) miles from Weston, Florida. "Change in Control" means (a) any entity or Person not as of the date of this Agreement an employee, officer or shareholder of the Company becomes either individually or, pursuant to an express agreement among all of the members of such group, as part of a "control group" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) the beneficial owner of 50% or more of the Company’s voting securities or (b) there is a liquidation of all or substantially all of the Company's assets or the Company dissolves.

4

(e) Termination Pay. Effective upon the termination of this Agreement for any of the reasons set forth in section11(a), the Company shall be obligated to pay the Executive (or in the event of his death, his designated beneficiary as defined below) the amounts set forth below , as well as all business expenses recoverable under Section 8. For purposes of this section 11(e), the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Company from time to time or if the Executive fails to give notice to the Company of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence the Company will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity or to locate or attempt to locate any beneficiary, personal representative, or trustee.

(i) Termination by the Executive For Good Reason. If the Executive terminates this Agreement For Good Reason, then the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination, plus a severance payment shall be paid to Executive in two equal monthly installments payable on the first business day of each of the two calendar months immediately following the effective date of Employee’s termination, each such installment being in an amount equal to Executive’s monthly salary. Additionally, the Company shall pay the Executive his Salary and other benefits, including shares, earned or accrued through the date of termination.

(ii) Termination by the Company For Cause. If the Company terminates this Agreement For Cause, the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination.

(iii) Termination upon Disability. If this Agreement is terminated by either party as a result of the Executive's disability, as determined under section 11(a)(ii), the Company shall pay the Executive his Salary and other benefits earned or accrued through the remainder of the calendar month during which such termination is effective.

(iv) Termination upon Death. If this Agreement is terminated because of the Executive's death, the Company shall pay Executive’s estate or designated beneficiary the Executive’s Salary and other benefits earned or accrued through the date of death.

(v) Termination by Company Other than for Cause, Disability or Death. If the Company terminates this Agreement other than For Cause or for death or disability, then the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination, plus a severance payment shall be paid to Executive in two equal monthly installments payable on the first business day of each of the two calendar months immediately following the effective date of Employee’s termination, each such installment being in an amount equal to two months Executive’s monthly salary for each year of employment. Additionally, all shares held in escrow, or subject to vesting schedules shall accelerate and/or be released, and distributed according to the terms of relevant escrow agreement as though the vesting/release conditions had been met in the ordinary course.

(vi) Termination by Company after Change In Control Event If the Company terminates this Agreement within 24 months after a Change In Control event, then the Company shall pay Executive a severance payment equal to twelve (12) months salary, plus continue to provide benefits equal to those provided prior to the Change in Control event for a period of six (6) months. Additionally, all shares held in escrow, or subject to vesting schedules shall accelerate and/or be released and distributed according to the terms of the relevant escrow agreement as though the vesting/release conditions had been met in the ordinary course.

(vii) Termination by Executive Without Good Reason. If the Executive terminates this Agreement without Good Reason, then the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination.

5

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

11. (a) All confidential records, material, information and all trade secrets concerning the business or affairs of the Company obtained by the Executive in the course of his employment with the Company shall remain the exclusive property of the Company. During the Executive's employment or at any time thereafter, the Executive shall not divulge the contents of such confidential records, material, information or trade secrets to any person, firm or corporation other than to the Company or the Company’s qualified Executives and following the termination of his employment hereunder the Executive shall not, for any reason, use the contents of such confidential records, material, information or trade secrets for any purpose whatsoever. This Section shall survive the termination of this Agreement. This section shall not apply to any confidential records, material, information or trade secrets which as proven by written documentation:

(1) is or becomes publicly known through the lawful action of any third party;

(2) is disclosed without restriction to the Executive by a third party;

(3) is known by the Executive prior to its disclosure by the Company;

(4) is subsequently developed by the Executive, independently of records, material, information and trade secrets supplied to the Executive by the Company;

(5) has been made available by the Company directly or indirectly to a third party without obligation of confidentiality; or

(6) the Executive is obligated to produce as a result of a court order or pursuant to governmental or other legal action, provided that the Company shall have been given written notice of such court order or governmental or other legal action and an opportunity to appear and object.

INTELLECTUAL PROPERTY

The Executive agrees that any invention, improvement, discovery, process, formula, or method or other intellectual property, whether or not patentable or copyrightable, conceived or first reduced to practice by Executive, either alone or jointly with others, while performing services hereunder (or, if based on any of the Company Confidential Information, after the expiration or termination of the Term) (collectively, “Inventions”) shall belong exclusively to the Company and the Executive hereby assigns to the Company all title and interest, including copyright and patent rights, thereto and waives any moral rights which the Executive may have therein. If the Executive develops, prepares or works on the design or development of Inventions that are related to the duties to the Company and specifically to the mission and goals/growth of the Company including ownership and management of travel services during the Term, the Executive will keep notes and other written records of such work, which records shall be kept on the premises of the Company and made available to the Company at all times for the purpose of evaluation and use in obtaining copyright protection or as a protective procedure. The Executive will upon request of the Company, and at the Company's expense, provide a reasonable level of assistance to the Company with respect to applications for trademarks, copyrights, patents or other forms of intellectual property protection for work on which the Executive was involved during the Term. The Executive agrees to execute such documents as are reasonable and necessary for the purpose of the Company establishing its right of ownership to such property. Without limiting the foregoing, Executive further acknowledges that all original works of authorship by Executive, whether created alone or jointly with others, related to Executive’s employment with the Company and which are protectable by copyright, are "works made for hire" within the meaning of the United States Copyright Act, 17 U. S. C. (S) 101, as amended, and the copyright of which shall be owned solely, completely and exclusively by the Company. Executive hereby irrevocably designates counsel to the Company as Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Company rights under this Section. This Section shall survive the termination of this Agreement.

Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Executive hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. Executive agrees to confirm any such waivers and consents from time to time as requested by the Company.

6

NON-SOLICITATION

12.       The Executive covenants and agrees with the Company that he shall not, during the term of his employment hereunder and for a period ending one year following the date of the termination (for any reason) of his employment:

(a) directly or indirectly solicit, interfere with or endeavor to direct or entice away from the Company any person, firm or company who is or has within the preceding year been a customer, client, affiliated agency or otherwise in the habit of dealing with the Company; or

(b) Interfere with, entice away or otherwise attempt to induce the termination of employment of any Executive of the Company.

This Section shall survive the termination of this Agreement.

NON-COMPETITION

13.       The Executive covenants and agrees with the Company that he will not (without the prior written consent of the Company which consent will not be unreasonably withheld) directly or through another person or another entity during the term of his employment hereunder and for a period of one (1) year following the date of the termination of his employment, carry on or be engaged in any business within North America which is competitive with the business of the Company, however that the non-compete shall terminate in the event of a termination of employment by Executive for Good Reason or a termination by the Company other than for Cause or disability and provided, further that under no circumstances shall Executive disclose Company confidential information.

This Section shall survive the termination of this Agreement.

INJUNCTIVE RELIEF

14.       The Executive acknowledges and agrees that the agreements and covenants in sections 12 to 14 are essential to protect the business and goodwill of the Company and that a breach by the Executive of the covenants in sections 12 to 14 hereof could result in irreparable loss to the Company which could not be adequately compensated for in damages and that the Company may have no adequate remedy at law if the Executive breaches such provisions. Consequently, if the Executive breaches any of such provisions, the Company shall have in addition to and not in lieu of, any other rights and remedies available to it under any law or in equity, the right to obtain injunctive relief to restrain any breach or threatened breach thereof and to have such provisions specifically enforced by any court of competent jurisdiction without the obligation of posting a bond.

DISPUTE RESOLUTION PROCEDURE

15. (a) The parties shall be free to bring all differences of interpretation and disputes arising under or related to this Agreement to the attention of the other party at any time without prejudicing their harmonious relationship and operations hereunder and the offices and facilities of either party shall be available at all times for the prompt and effective adjustment of any and all such differences, either by mail, telephone, or personal meeting, under friendly and courteous circumstances. Notwithstanding the foregoing, any controversy, claim, or breach arising out of or relating to this Agreement which the parties are unable to resolve to their mutual satisfaction shall be resolved in accordance with subparagraph b below.

(b) As a condition precedent to invoking any other dispute resolution procedure including litigation, the parties shall attempt in good faith first to mediate such dispute and use their best efforts to reach agreement on the matters in dispute. Within five business days of the request of either party, the requesting party shall attempt to employ the services of a third person mutually acceptable to both parties to conduct such mediation within five business days of the mediator's appointment. Unless otherwise agreed upon by the parties hereto, the parties shall share the cost of the mediator's fees and expenses equally. If the parties are unable to agree on such third person, then the requesting party may submit the matter to the nearest office of the American Arbitration Association for mediation, only, in accordance with the commercial mediation rules then prevailing. If, on completion of such mediation, the parties are still unable to agree upon and settle the dispute, then either party may initiate litigation. This Agreement contains no arbitration clause. Binding arbitration may only be used upon the mutual agreement of the parties hereto.

7

SEVERABILITY

16.       The parties acknowledge that the provisions of sections 12 to 14 hereof (the "Restrictive Covenants") are reasonable and valid in geographic and temporal scope and all other respects. If any court of competent jurisdiction determines that any of the Restrictive Covenants or any part thereof, is or are invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to invalid portions. If any court of competent jurisdiction determines that any of the Restrictive Covenants or any part thereof is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be and, in its reduced form, such provision shall then be enforceable. The Executive acknowledges that the Company's business extends throughout the geographical area outlined above and that the geographic scope of the covenants contained herein is reasonable.

INDEMNITY

17.       Except for acts of dishonesty, willfully fraudulent or criminal acts or other willfully wrongful acts or omissions on the part of Executive, the Company agrees to indemnify and save the Executive harmless from and against any and all damages, liabilities, claims, costs, including reasonable attorneys’ fees, charges and expenses, including any amount paid to settle any action or satisfy any judgment, incurred by him in connection with his employment or incurred by him in respect of any civil, criminal or administrative action or proceeding to which the Executive is made a party by reason of having been an officer or Executive of the Company.

WHOLE AGREEMENT

18.       This Agreement constitutes and expresses the whole agreement of the parties hereto with respect to the employment of the Executive by the Company and with respect to any matters or things herein provided for or hereinbefore discussed or mentioned with reference to such employment. All promises, representations, collateral agreements and understandings relative thereto not incorporated herein are hereby superseded by this Agreement.

GENERAL

19.       All notices, request, demands or other communications by the terms hereof required or permitted to be given by one party to the other shall be given in writing by personal delivery or by facsimile, addressed to the other party as follows:

(a)	to the Company at:	Monaker Group, Inc.
		@893 Executive Park Dr
		Suite 201
		Weston, FL 33331
	Attention:	William Kerby
	Facsimile No:	(954) 888-9082

(b)	to the Executive at:	Timothy Sikora
		[Removed pursuant to Regulation S-K Item 601(a)(6)]

or such other addresses as may be given by either of them to the other in writing from time to time.

20.         This Agreement shall be governed by and interpreted under the laws of the State of Florida without regard to principals of conflicts of law.

21. All dollar amounts referred to in this Agreement are expressed in U.S. funds.

22. (a) This Agreement is personal to the Executive and may not be assigned by him.

(b) Except as aforesaid, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, including, in the case of the Executive, his heirs, executors, administrators and legal personnel representatives.

8

23. Time shall be of the essence of this Agreement and of every part hereof.

24.         The parties acknowledge and agree that, except to the extent the context clearly requires otherwise, the representations, warranties and covenants set forth herein shall survive the termination or expiration of this Agreement.

25.         The parties acknowledge that each of them has read and understood this Agreement, and that each of them has been given the opportunity to obtain independent legal advice in connection with this Agreement and its terms.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

Monaker Group, Inc.
By:
	William Kerby
	CEO

Witness	Timothy Sikora Executive

9

Exhibit A January 30th, 2020

Executive. Timothy Sikora

Section 1. Position

The Position is defined as Chief Information Officer and Chief Operations Officer (CIO/COO) – Monaker Group Inc. (Company) with the initial responsibilities as listed on Exhibit B.

Section 2. Remuneration

(a)       Terms and conditions will include a starting salary will be two hundred thousand dollars ($200,000) per year, on an exempt basis, payable on a bi-weekly basis.

(b)       Additionally, the Executive will receive insurance that covers medical, dental, vision and life insurance for himself with 100% of the premiums paid by the Company, and be eligible for bonus programs commensurate with other senior executives of Monaker, which are to be determined and implemented within the first year of employment (from the Effective Date herein).

(c)       Executive will receive personal memberships, that are sponsored by the Company such as IATA, ASTA, and CLIA.

Section 3. Stock

1.       Upon the signing of this Employment Agreement, the Executive will commence with the key duties required to be performed by the CIO / COO. The CIO / COO is an integral part of management and operations and must ensure that the goals / objectives of the corporation are realistic and achievable while at the same time providing the technical solutions and operational discipline needed to protect and grow the organization. As an incentive to ensure that the corporation’s objectives, technical solutions and operational disciplines are met, the Executive will be incentivized for the structuring and implementation of processes, technical solutions and operational disciplines and the ultimate achievement of corporation’s financial objectives.

Bonus Payments will be made in the form of Cash and/or commons shares at the option of the executive. Such earned bonuses will be accrued throughout the quarter and paid within 10 days of the end of each quarter in which the bonus is achieved. As the first 12 months of operations are the most critical, the bonus payments are based upon growth and specific targets being achieved during the first 12 months of operations and span a of key area objectives each being independent one time target objectives.

During the first 12 months all shares earned under the bonus program are based on $2.00 per share pricing. Key bonus objectives are based on four diverse and challenging roles the CIO / COO is expected to undertake, which include:

1. Defining Key Strategies in the following areas:

i).Stewardship: Assist with Operator direction, technical solutions and reporting that support Senior Management.

ii). Financial Targets: Be a catalyst for senior management in launching initiatives and assisting with achieving corporate financial targets such as EBITDA, Cash Flow or Earnings per share.

iii). Evaluation and assistance in defining and implementing ”Key Strategy” in conjunction with the CEO such that they assist with operations resulting in clear and fair reporting, and help to provide timely reporting to directors, institutional/investor relations and providing market clarity to assist with the common stock price reaching reflective pricing.

iv)       Evaluation and assistance in defining and implementing” Key Strategy” in conjunction with the CEO such that they assist with technical solutions that advance company objectives.

And provided that such efforts above result in Company achieves either

- $[****] in gross monthly revenues by June 30th 2020 Or

- $[****] in gross monthly revenues by December 30th 2020 Or

10

- The Company achieves an EBIDTA profit in any month up to February 28th 2021.

Then with the CEO approval (given at his sole discretion after assessing achievements), the executive will have a choice of:

- a 10,000 share bonus

or

- a $10,000 cash bonus.

2. Financial Targets

The executive will undertake to assist senior management in meeting their individual goals and objectives as have previously been established by the company. To accomplish this both the reporting systems under Stewardship (above) as well as the diligent review and enforcement of reporting/accountability of the senior managements financial commitments must be adhered to. In the event the executive aids senior management in achieving the following key metrics by specified date defined below:

Re MBE the company achieves:

- Launch of a [****] by March 15th 2020

- Key product content (defined as [****] units of bookable inventory) by December 31st 2020.

- Integration and launch of product with key distributors being defined as a minimum of [****] companies via [****] not later than July 31st 2020

- Launch of Maupintour website (targeted [****])

- Launch of an integrated Nexttrip.Biz website (targeted by [****])

- Launch of Nexttrip.com website ([****])

Then with the CEO approval (given at his sole discretion after assessing achievements), the executive will have a choice of up to

- a 10,000-share bonus

or

- a $10,000 cash bonus.

3. Other Compensation

As part of the Executive working with the CEO to aid in:

- Mergers and Acquisitions

- Funding structures including Broker Dealer institutional and investor underwritings,

- Design and implementation of technology platforms that accelerate financial profitability

- Achieves profitability by February 28th 2021

Then the CEO will have the authority at his sole discretion to access the accomplishments and reward the Executive for assisting in the completion of any/all of the above with bonus grant of up to a 25,000 share bonus or a $25,000 cash bonus with such bonus form being at the executives option.

On the anniversary of this agreement (year 2) the company will agree to develop a new bonus incentive plan with the Executive.

Section 7. Disposition of Stock

If Executive desires to sell in excess of 10,000 shares of the common stock of the Company in a single transaction or in one or more related transactions at any time when the daily trading volume of the Company's stock is less than 10,000 shares, then prior to selling any such shares, Executive shall submit a written offer to the Company for the Company to acquire such shares at the market price of such shares on the date of such offer. The Company shall have five (5) calendar days in which to notify the Executive of its intent to exercise such right of first refusal and the closing of such sale shall occur within ten (10) calendar days of such notification. If the Company does not exercise such right of first refusal then the Executive shall be free to sell such shares in the open market in accordance with all applicable laws.

Section 8. Vacation

The Executive will be eligible for 3 weeks of vacation in the first year and 4 weeks’ vacation in subsequent years.

11

Section 9. Term of Agreement

The initial term of this Agreement (the "Initial Term"), and the employment hereunder, shall be for a period of thirty-six (36) months, commencing on the Effective Date of the Agreement, unless sooner terminated. The contract may be extended by mutual consent of the parties.

Exhibit B

Tim Sikora - CIO & COO Monaker Group, Inc.

The executive has overall responsibility as CIO & COO of Monaker Group to implement systems, reporting and accountable management reports such as to help maximize growth and bottom line success of the Monaker business.

The Executive’s main responsibilities are as follows:

1. Cash Flow

As a new Officer, your job is to control the cash flow position throughout the company, understand the sources and uses of cash, and maintain the integrity of funds, securities and other valuable documents. Your responsibilities include the authority to establish accounting policies and procedures in conjunction with the CEO and CFO for credit and collections, purchasing, payment of bills, and other financial obligations.

2. Company Supplier and Distributor Contracts

You will be responsible to understand all of the company’s Supplier and Distributor Contracts. The company has many legal contracts that can expose it to liabilities. statutory & tax obligations, hidden liabilities in the form of contingencies, leases, or insurance summaries, and expectations from loan covenants and/or the board of directors. Management of these liabilities is key to the company’s financial wellbeing.

3. Company Performance

You must understand the company business model for generating customer value and translate the operational metrics into measures for performance. You will be responsible for implementing tools in conjunction with the CFO like the balanced scorecard, dashboards, and financial statement ratio analysis to communicate both the company’s expected and actual financial performance.

4. Department Supervision

The company is a small organization with plans for rapid growth. As the CIO /COO you are the supervisor of operations, employee and technology expenditures. You will be required to support the company’s policies, procedures and methods for automating document control.

5. Financial Obligations

As the CIO, you need to approve all agreements concerning technology developments and obligations, such as contracts for scope of development work, IT assets, and services, and other actions requiring a commitment of financial resources.

6. Record Control

You will be responsible for the financial aspects of all company transactions including Corporate Travel agreements, Travel supplier/fulfillment Contracts, contracts, and leases. The COO will also review and recommend insurance coverage as required (D&O, Travel, content, customer etc.) . Additionally you will work with the CFO to ensure the maintenance of appropriate financial records, prepares required financial reports, insures audits are completed in time and statutory book closing occur. One of the primary COO and CFO responsibilities is ensuring company compliance with financial regulations and standards, like Sarbanes, the IRS Tax Code, and GAAP (and soon, IFRS).

7. Shareholder Relations

Analysis of company shareholder relations policies, procedures, and information programs, including the annual and interim reports to shareholders and the Board of Directors, as well as recommends to the CEO of new or revised policies, procedures, or programs when needed.17

8. Budgeting and Expense Control

You are responsible for working with the CEO and CFO in overseeing the budget process, collecting the inputs, and comparing the company’s actual performance with estimates (the budget).

Such other duties as may be assigned by the CEO of Monaker from time to time.

EX-21.1

MONAKER GROUP, INC. 10-K

Exhibit 21.1

Subsidiaries

Extraordinary Vacations USA, Inc. (100% interest) 

NextTrip Holdings, Inc. (100% interest)

EX-23.1

MONAKER GROUP, INC. 10-K

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement Nos. 333-224309 and 333-226951 on Form S-3 and Registration No. 333-229370 on Form S-8 of Monaker Group, Inc., of our report dated May 29, 2020, relating to the consolidated financial statements of Monaker Group, Inc. and subsidiaries that appear in the Annual Report on Form 10-K of Monaker Group, Inc. for the years ended February 29, 2020 and February 28, 2019.

/s/ Thayer O’Neal Company, LLC

Sugar Land, Texas

Date: May 29, 2020

EX-31.1

MONAKER GROUP, INC. 10-K

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William Kerby, certify that:

1. I have reviewed this Form 10-K of Monaker Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. Along with the Principal Accounting Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13- a-15(f) and 15d-15 (f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 29, 2020	By: /s/ William Kerby
	William Kerby
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

MONAKER GROUP, INC. 10-K

Exhibit 31.2

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO 

18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mr. Sirapop “Kent” Taepakdee, certify that:

1. I have reviewed this Form 10-K of Monaker Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. Along with the Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15 (f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 29, 2020	By: /s/ Mr. Sirapop “Kent” Taepakdee
	Mr. Sirapop “Kent” Taepakdee
	Acting Chief Financial Officer
	(Principal Accounting/Financial Officer)

EX-32.1

MONAKER GROUP, INC. 10-K

Exhibit 32.1

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Monaker Group, Inc. (the “Company”), on Form 10-K for the year ended February 29, 2020, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, William Kerby, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes- Oxley Act of 2002, that:

(1) Such Annual Report on Form 10-K for the year ended February 29, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Annual Report on Form 10-K for the year ended February 29, 2020, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 29, 2020	By: /s/ William Kerby
	William Kerby
	Chief Executive Officer  (Principal Executive Officer)

EX-32.2

MONAKER GROUP, INC. 10-K

Exhibit 32.2

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Monaker Group, Inc. (the “Company”), on Form 10-K for the year ended February 29, 2020, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Mr. Sirapop “Kent” Taepakdee, Principal Accounting/Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Annual Report on Form 10-K for the year ended February 29, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Annual Report on Form 10-K for the year ended February 29, 2020, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 29, 2020	By: /s/ Mr. Sirapop “Kent” Taepakdee
	Mr. Sirapop “Kent” Taepakdee
	Acting Chief Financial Officer
	(Principal Accounting/Financial Officer)

XML

Subsequent Events

12 Months Ended

Feb. 29, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 16 – Subsequent Events

Promissory Notes with Directors

The Company has three (3) promissory notes with 2 Directors (the “Director Notes”) on the Board of the Company, and the Donald P. Monaco Insurance Trust (the “Revolving Monaco Trust Note”), of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company; (i) Promissory Note with the Donald P. Monaco Insurance Trust in the amount up to $2,700,000, (ii) Promissory Note with Robert J. Mendola, Jr. (the “Director Notes”) in the amount of $150,000, and (iii) Promissory Note with Pasquale LaVecchia (the “Director Notes”) in the amount of $25,000.

On March 13, 2020 and March 26, 2020, the Company borrowed an additional $100,000 and $75,000, respectively, from the Monaco Trust pursuant to the terms of the Revolving Monaco Trust Note (described above under “Note 9 – Related Party Promissory Notes and Transactions”). As of the date of this report, the Revolving Monaco Trust Note has a balance of $1,575,000 and the amount remaining under the note of $1,125,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the Revolving Monaco Trust Note, with the approval of the Monaco Trust.

On March 27, 2020, the Company entered into second amendments to the Director Notes (described above under “Note 9 – Related Party Promissory Notes and Transactions”) to extend the maturity date of such Director Notes from April 1, 2020 to June 1, 2020, and entered into an amendment to extend the due date of the Revolving Monaco Trust Note from April 1, 2020 to December 1, 2020 (the “Second Note Amendment”). All remaining terms of the promissory notes remained unchanged.

On April 17, 2020, the Company paid off the Promissory Note with Pasquale LaVecchia in the amount of $26,225 (the principal of $25,000 and the interest of $6,225).

On May 1, 2020, the Company paid off the Promissory Note with Robert J. Mendola, Jr. in the amount of $157,595 (the principal of $150,000 and the interest of $7,595).

Note Purchase Agreement: Iliad Research and Trading, L.P.

On April 3, 2020, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad”), pursuant to which the Company sold the Lender a Secured Promissory Note in the original principal amount of $895,000 (the “Note”). Iliad paid consideration of $800,000 for the Note, which included an original issue discount of $80,000 and reimbursement of Iliad’s transaction expenses of $15,000.

The Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on April 3, 2021). From time to time, beginning six months after issuance, Iliad may redeem a portion of the Note, not to exceed an amount of $200,000 per month. In the event we do not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the Note. Under certain circumstances the Company may defer the redemption payments up to three times, for a duration of 30 days each, provided that upon each such deferral the outstanding balance of the Note is increased by 2%. Subject to the terms and conditions set forth in the Note, the Company may prepay all or any portion of the outstanding balance of the Note at any time subject to a prepayment penalty equal to 15% of the amount of the outstanding balance to be prepaid. For so long as the Note remains outstanding, the Company has agreed to pay to Iliad 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the Note (each an “Equity Payment”). Each time that we fail to pay an Equity Payment, the outstanding balance of the Note automatically increases by 10%. Additionally, in the event we fail to timely pay any such Equity Payment, Iliad may seek an injunction which would prevent us from issuing common or preferred stock until or unless we pay such Equity Payment.

Pursuant to the Note, we provided Iliad a right of first refusal to purchase any promissory note, debenture or other debt instrument which we propose to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that we provide Iliad such right, and Iliad does not exercise such right to provide such funding, the outstanding balance of the Note increases by 3%. Each time, if ever, that we fail to comply with the terms of the right of first refusal, the outstanding balance of the Note increases by 10%.

Additionally, upon each major default described in the Note (i.e., the failure to pay amounts under the Note when due or to observe any covenant under the Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the Note automatically increases by 15%, and for each other default, the outstanding balance of the Note automatically increases by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the Note immediately prior to the first event of default.

In connection with the Note Purchase Agreement and the Note, the Company has entered into a Security Agreement with Iliad (the “Security Agreement”), pursuant to which the obligations of the Company are secured by substantially all of the assets of the Company, subject to the priority lien and security interest of National Bank (as defined below) which secures amounts due under its $1.2 million line of credit.

The Note Purchase Agreement and the Note contain customary events of default. As described in the Note, upon the occurrence of certain events of default, the outstanding balance of the Note will become automatically due and payable, and upon the occurrence of other events of default, Iliad may declare the outstanding balance of the Note immediately due and payable at such time or at any time thereafter. After the occurrence of an event of default (and upon written notice from Iliad), interest on the Note will accrue at a rate of 22% per annum, or such lesser rate as permitted under applicable law. The Note Purchase Agreement prohibits Iliad from shorting our stock through the period that Iliad holds the Note.

The Purchase Agreement also provides for indemnification of Iliad and its affiliates in the event that they incur loss or damage related to, among other things, a breach by the Company of any of its representations, warranties or covenants under the Purchase Agreement.

Lawsuit against IDS Inc.

On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and certain other defendants affiliated with IDS in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Pursuant to the complaint, the Company alleges causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and seeks a temporary and permanent injunction against the defendants, requiring such persons to return the IDS Shares to the Company and preventing such persons from selling or transferring any IDS Shares, seeks damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts.

The complaint was filed as a result of IDS’s failure to deliver the IP Assets, certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder.

Neither the lawsuit, nor the assets which are subject to the lawsuit, impact the Monaker Booking Engine (MBE).

The assets and technology which the Company attempted to acquire from IDS were to be integrated into the Monaker NextTrip.BIZ platform. With the failure by IDS to deliver such technology, Monaker has already taken steps (including contracting with replacement suppliers) to complete the enterprise version (commercial launch) of the Nexttrip.BIZ platform, which is now expected to be launched in the Summer of 2020 (without any of IDS’s technology).

Line of Credit – The National Bank of Commerce (FKA: Republic Bank)

On May 7, 2020, the Company entered into a new Promissory Note with National Bank of Commerce (“National Bank” and the “Note”). The Note replaced a prior promissory note we had in place with National Bank (formerly Republic Bank) in connection with our $1,200,000 revolving line of credit and extended the due date of the prior note from June 30, 2020 to December 31, 2020. The New Note also amended the interest rate of the prior note to provide that amounts due under the New Note accrue interest at the rate of prime plus 3% (which rate is currently 6.25%)(the interest rate of the prior note was prime plus 1%), subject to a floor of 4.5%. The New Note may be prepaid at any time without penalty. The New Note contains standard and customary events of default. The current balance of the New Note is $1,192,716.

The Paycheck Protection Program (PPP) Loan

The “Coronavirus” (COVID-19) pandemic occurred and spread around the world including the USA. As a result, the Title 1 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, is the Keeping American Workers Paid and Employed Act , which provides relief for small businesses and their employees who are adversely affected by the outbreak of the COVID-19. The provision is the Paycheck Protection Program ( the “PPP Loan”), an emergency lending facility, administered by the Small Business Administration (SBA) under its 7(a) lending program, to provide small business loans on favorable terms to borrowers impacted by the current state of economic uncertainty. The Company has applied for the PPP Loan to the Commercial Bank in the amount of $176,534.

On May 8, 2020, the Company obtained a $176,534 loan (the “Loan”) from The Commercial Bank (the “Lender”), pursuant to the Paycheck Protection Program (the “PPP”) under the “CARES Act”. The Loan is evidenced by a promissory note (the “PPP Note”), dated effective May 8, 2020, issued by the Company to the Lender. The Note is unsecured with 2-year term, matures on May 8, 2022, and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 8, 2020, following an initial deferral period as specified under the PPP. The PPP Note may be prepaid at any time prior to maturity with no prepayment penalties. Proceeds from the Loan will be available to the Company to fund designated expenses, including certain payroll costs, rent, utilities and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest may be forgiven to the extent Loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP (including that up to 75% of such Loan funds are used for payroll). The Company intends to use the entire Loan amount for designated qualifying expenses and to apply for forgiveness of the respective Loan in accordance with the terms of the PPP. No assurance can be given that the Company will obtain forgiveness of the Loan in whole or in part. With respect to any portion of the Loan that is not forgiven, the Loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions of the PPP Note and cross-defaults.

XML

Commitments and Contingencies (Tables)

12 Months Ended

Feb. 29, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of obligations under written commitments

The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities:

	Current		Long-term
	FYE 2021		FYE 2022			Totals
Office Leases	$	121,879	$	10,171	$		$	132,050
Other		7,940		—				7,940
Totals	$	129,819	$	10,171	$		$	139,990

XML

Income Taxes (Details)	12 Months Ended
	Feb. 29, 2020 USD ($)
Income Tax Disclosure [Abstract]
Current
Deferred
Income Tax Expense (Benefit)

XML

Stockholders' Equity (Details Narrative 2) - USD ($)				12 Months Ended
	Jan. 22, 2020	Oct. 29, 2019	Apr. 25, 2019	Feb. 29, 2020	Feb. 28, 2019	Aug. 31, 2019
Number of shares issued			1,000,500
Shares issued, value			$ 1,785,000	$ 1,785,930	$ 1,797,459
Share price (in dollars per share)			$ 2.00			$ 2.15
Warrants granted in connection with common stock subscriptions				112,150
Series A Preferred Stock [Member] | Verus International Inc [Member]
Number of shares issued		25,562,500
Shares issued, value		$ 425,000
Mr. William Kerby [Member]
Number of shares issued					25,000
Shares issued, value					$ 38,500
Stock Purchase Agreement [Member] | Mr. William Kerby [Member] | Series A Preferred Stock [Member] | Verus International Inc [Member]
Number of shares issued	1,562,500
Shares issued, value	$ 25,000
Share price (in dollars per share)	$ 0.016

XML

Subsequent Events (Details Narrative)						12 Months Ended
	May 08, 2020 USD ($)	May 07, 2020 USD ($)	May 01, 2020 USD ($)	Apr. 17, 2020 USD ($)	Apr. 03, 2020 USD ($)	Feb. 29, 2020 USD ($) Number	Mar. 27, 2020 USD ($)	Mar. 26, 2020 USD ($)	Mar. 13, 2020 USD ($)
Number of promissory notes | Number						3
Number of directors | Number						2
Revolving Monaco Trust Note [Member]
Current borrowing capacity						$ 1,400,000
Remaining borrowing capacity						1,300,000
Subsequent Event [Member] | Commercial Bank [Member] | Paycheck Protection Program [Member]
Face amount	$ 176,534						$ 176,534
Debt interesr rate	1.00%
Maturity date	May 08, 2022
Debt issue date	May 08, 2020
Debt term	2 years
Subsequent Event [Member] | Revolving Monaco Trust Note [Member]
Maximum borrowing capacity								$ 75,000	$ 100,000
Current borrowing capacity								1,575,000
Remaining borrowing capacity								$ 1,125,000
Promissory Note [Member] | Subsequent Event [Member] | Revolving Credit Facility [Member] | Line of Credit - The National Bank of Commerce [Member]
Face amount		$ 1,200,000
Description of maturity date		extended the due date of the prior note from June 30, 2020 to December 31, 2020.
Interest rate terms		New Note accrue interest at the rate of prime plus 3% (which rate is currently 6.25%)(the interest rate of the prior note was prime plus 1%), subject to a floor of 4.5%.
Debt default, amount		$ 1,192,716
Promissory Note [Member] | Mr. Donald P. Monaco [Member]
Face amount						2,700,000
Promissory Note [Member] | Robert J. Mendola [Member]
Face amount						150,000
Promissory Note [Member] | Robert J. Mendola [Member] | Subsequent Event [Member]
Repayments of debt			$ 157,595
Periodic payment, principal			150,000
Periodic payment, interest			$ 7,595
Promissory Note [Member] | Pasquale LaVecchia [Member]
Face amount						$ 25,000
Promissory Note [Member] | Pasquale LaVecchia [Member] | Subsequent Event [Member]
Repayments of debt				$ 26,225
Periodic payment, principal				25,000
Periodic payment, interest				$ 6,225
Secured Promissory Note [Member] | Subsequent Event [Member] | Iliad Research and Trading, L.P. [Member]
Face amount					$ 895,000
Consideration received					800,000
Original issue discount					80,000
Debt transaction expenses					$ 15,000
Debt interesr rate					10.00%
Maturity date					Apr. 03, 2021
Description of debt redemption					From time to time, beginning six months after issuance, Iliad may redeem a portion of the Note, not to exceed an amount of $200,000 per month.
Percentage of principal amount redeemed					25.00%
Redemption percentage increased					2.00%
Redemption percentage paid					20.00%
Percentage increases upon occurrence					30.00%
Percentage increases by upon occurrence					10.00%
Description of failure pay amount					the outstanding balance of the Note automatically increases by 15%, and for each other default, the outstanding balance of the Note automatically increases by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the Note immediately prior to the first event of default
Secured Promissory Note [Member] | Subsequent Event [Member] | Iliad Research and Trading, L.P. [Member] | Note Purchase Agreement [Member]
Description of ollateral					the Company are secured by substantially all of the assets of the Company, subject to the priority lien and security interest of National Bank
Collateral amount					$ 1,200,000
Interest rate during period					22.00%

XML

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Revenues
Travel and commission revenues	$ 441,769	$ 505,187
Gross revenues	441,769	505,187
Cost of revenues	(352,963)	(400,814)
Gross profit	88,806	104,373
Operating expenses
General and administrative	2,310,238	1,907,044
Salaries and benefits	1,785,862	1,404,422
Technology and development	1,447,637	1,071,553
Stock-based compensation	377,381	859,659
Selling and promotions expense	135,303
Other expense		89,475
Total operating expenses	6,056,421	5,332,153
Operating loss	(5,967,615)	(5,227,780)
Other income (expense)
Gain (loss) on sales of assets		5,250,000
Valuation (loss) gain, net	(5,267,208)	4,528,596
Interest expense	(164,177)	(163,195)
Contract and legal settlement expenses	(75,000)	(46,200)
Realized gain/(loss) on sale of marketable securities	1,984,870	(42,858)
Other income/(expense)	34,444
Total other income (expense)	(3,487,071)	9,526,343
Net (loss) income	$ (9,454,686)	$ 4,298,563
Weighted average number of common shares outstanding
Basic (in shares)	11,773,633	8,629,224
Diluted (in shares)	11,773,633	8,629,224
Basic net (loss) income per share (in dollars per share)	$ (0.80)	$ 0.50
Diluted net (loss) income per share (in dollars per share)	$ (0.80)	$ 0.50

XML

Going Concern

12 Months Ended

Feb. 29, 2020

Going Concern

Going Concern

Note 2 – Going Concern

As of February 29, 2020, and February 28, 2019, the Company had an accumulated deficit of $115,852,897 and $106,398,211, respectively. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

We have very limited financial resources. We currently have a monthly cash requirement of approximately $300,000, exclusive of capital expenditures. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and 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. As of February 29, 2020, we had approximately $4,078,849 of current liabilities. 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.

Management’s plans with regard to this going concern are as follows: the Company will continue to raise funds from third parties by way of public or private offerings of equity or debt and sales of shares of other companies currently owned by the Company. Management and members of the Board are working aggressively to increase the viewership of our products by promoting it across other mediums which we anticipate will result in higher revenues. 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 greater revenues. 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.

XML

Business Segment Reporting

12 Months Ended

Feb. 29, 2020

Segment Reporting [Abstract]

Business Segment Reporting

Note 12 – Business Segment Reporting

Accounting Standards Codification 280-16 “Segment Reporting”, established standards for reporting information about operating segments in annual consolidated 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 one operating segment consisting of various products and services related to its online marketplace of travel and related logistics including destination tours / activities, accommodation rental listings, hotel listings, air and car rental. The Company’s chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level.

XML

Investment in Equity Instruments

12 Months Ended

Feb. 29, 2020

Equity Method Investments and Joint Ventures [Abstract]

Investment in Equity Instruments

Note 4 – Investment in Equity Instruments

We assess the potential impairment of our equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value.

Verus International, Inc and NestBuilder.com Corp (OTCMKTS: VRUS)

We have recognized an impairment loss on investment in unconsolidated affiliate. As of February 29, 2020, and February 28, 2019, Monaker owned 16,345,101 and 44,470,101 shares of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (“Verus”)) Series A Preferred Stock, respectively. This interest was written down to zero ($0) as of February 28, 2015.

On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“Nestbuilder”) and American Stock Transfer & Trust Company, LLC (“AST”) relating to the dismissal with prejudice of certain pending lawsuits with Verus, including Case No.: 1:16-cv-24978- DLG in the United States District Court for the Southern District of Florida. As part of the Settlement Agreement, Monaker agreed to pay Nestbuilder $100,000 and to issue 20,000 shares of Monaker’s restricted common stock to person(s) to be designated by Nestbuilder; Verus reinstated to Monaker 44,470,101 shares of Verus Series A Convertible Preferred Stock and ratified all rights under the Certificate of Designation as reformed and amended (to provide for a conversion ratio of 1 share of Verus common stock for each 1 share of Verus Series A preferred stock converted) and remove any dividend obligations. The Verus designation was also amended to provide us with anti-dilution protection below $0.05 per share. Also, as part of the Settlement Agreement, Monaker received 49,411 shares of common stock of Nestbuilder. The agreement further provided for each party to dismiss the above referenced lawsuits with prejudice and for general releases from each party. As a result of the settlement, (i) the investment in equity securities, representing 44,470,101 shares of Verus Series A Preferred Stock, is recorded at $0 as of February 28, 2019 and, (ii) the investment in equity securities, representing 49,411 shares of Nestbuilder’s common stock, is recorded at $0 as of February 28, 2019.

On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus. Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “Series A Preferred Stock”)(of which we held, and continue to hold, 44,470,101 shares of Series A Preferred Stock, which converts into common stock of Verus, and votes on all stockholder matters, on a one-for-one basis, subject to the Ownership Blocker (discussed below)), to remove certain anti-dilution rights described therein; and Verus agreed to issue us 152,029,899 shares of its common stock, following Verus’ planned increase in authorized shares of common stock, pursuant to the anti-dilution rights of that certain Settlement Agreement by and among the Company, Verus, American Stock Transfer & Trust Company, LLC and NestBuilder.com Corp. executed on or about December 22, 2017, as previously disclosed. The designation of the Series A Preferred Stock, as amended, includes a 9.99% beneficial ownership limitation, preventing the Company from converting such Series A Preferred Stock into common stock of Verus (and reducing the voting rights of such preferred stock proportionally), if upon such conversion, the Company, its affiliates and/or any group which it is a part of, would own greater than 9.99% of Verus’ common stock (the “Ownership Blocker”).

On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus International, Inc., formerly Realbiz Media Group, Inc. (“Verus” and the “Inducement Agreement”). Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “Series A Preferred Stock”)(of which we held, and continue to hold, 44,470,101 shares of, which converts into common stock of Verus, and votes on all stockholder matters, on a one-for-one basis, subject to the Ownership Blocker (discussed below)), to remove certain anti-dilution rights described therein; and Verus agreed to issue us 152,029,899 shares of its common stock (valued at approximately $2.2 million, based on a current trading price of Verus’ common stock of approximately $0.015 per share), following Verus’ planned increase in authorized shares of common stock, pursuant to the anti-dilution rights of that certain Settlement Agreement by and among the Company, Verus, American Stock Transfer & Trust Company, LLC and NestBuilder.com Corp. executed on or about December 22, 2017, as previously disclosed.

On April 16, 2019, Verus filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, to increase its authorized common stock from 1,500,000,000 shares to 7,500,000,000 shares and to decrease the par value of its common stock and preferred stock from $0.001 per share to $0.000001 per share. On April 23, 2019, Verus issued us the 152,029,899 shares of common stock.

As of January 31, 2020, Verus has 2,320,876,565 shares of common stock outstanding, 41,444,601 shares of Series A preferred stock outstanding and 430,801 shares of Series C preferred stock outstanding.

On February 29, 2020, the Company owned the 61,247,139 remaining shares of Verus’s common stock at $0.016 per share valued at $979,954.

6,142,856 shares of Bettwork Industries Inc. Common Stock (OTC Pink: BETW)

On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000 (as described in Note 3 – Notes Receivable), evidencing amounts we were owed by Bettwork, were exchanged for 7,000,000 shares of Bettwork’s common stock at $0.75 per share for a fair value of $5,250,000 as of July 2, 2018. Bettwork’s common stock has a readily determinable fair value as it is quoted on the OTC Pink market under the symbol “BETW”.

On November 29, 2018 and December 6, 2018, the Company entered into Stock Purchase Agreements with each of (a) the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and the Chairman of the Board of Directors of the Company; and (b) Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company, respectively (collectively, the “Purchasers” and the “Stock Purchase Agreements”). Pursuant to the Stock Purchase Agreements, the Company agreed to sell each of the Purchasers 428,572 shares of restricted common stock (857,144 in total) of Bettwork, which the Company then held (out of the 7 million shares of restricted common stock obtained by the Company pursuant to that certain Debt Conversion Agreement entered into with Bettwork, dated July 3, 2018, as previously disclosed) for an aggregate of $300,000 ($600,000 in total), or $0.70 per share. The purchase price for the Bettwork shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Bettwork’s common stock on the OTC Pink Market, as publicly reported. As additional consideration for entering into the Stock Purchase Agreements, the Company granted each of the Purchasers an option to acquire an additional 1,000,000 shares of restricted common stock of Bettwork for $700,000 ($0.70 per share), which option is exercisable by the applicable Purchaser at any time prior to the twenty-four (24) month anniversary of the closing date of the applicable Stock Purchase Agreement. The allocation of the original acquisition price to the shares purchased by the Monaco Trust resulted in a realized loss on the sale of marketable securities of $21,429. The allocation of the original acquisition price to the shares purchased by Charcoal resulted in a realized loss on the sale of marketable securities of $21,429.

As of August 31, 2018 (the end of the last fiscal quarter prior to the entry into the Stock Purchase Agreements), the Company had valued the above-noted shares of Bettwork’s common stock at the stock’s trading price which was $0.70 per share. The carrying value of the Bettwork shares have been marked to market at the end of each reporting period through February 28, 2019.

On February 29, 2020, the shares of Bettwork’s common stock were trading at $0.25 per share which decreased the fair value of the 6,142,856 remaining shares of Bettwork common stock to $1,535,714 and caused an accumulated fair value loss of $6,081,427 to be realized. The change in fair value of $6,081,427 is recognized in net income (loss) as other income, valuation loss, net, as a valuation loss as of February 29, 2020.

Pursuant to the OTC Markets as of May 11, 2020, Bettwork has 42,403,893 outstanding shares of common stock. The Company’s ownership of 6,142,856 shares of common stock represents a 14.5% interest in Bettwork. 

Recruiter.com Group, Inc. formerly Truli Technologies Inc (OTCQB: RCRT).

On August 31, 2016, Monaker entered into a Marketing and Stock Exchange Agreement with Recruiter.com (“Recruiter”). The Agreement required Monaker to issue to Recruiter 75,000 shares of Monaker common stock in exchange for 2,200 shares of Recruiter common stock. Also, Monaker issued to Recruiter an additional 75,000 shares of Monaker common stock for marketing initiatives within the Recruiter platform. In essence, Monaker issued 75,000 shares of its common stock to purchase 2,200 shares of Recruiter and, Monaker issued an additional 75,000 shares of its common stock as a prepayment for marketing and advertising within the Recruiter platform. Recruiter was at that time a private company with a platform that companies and individuals use for employment placements. Monaker’s investment in Recruiter is valued at zero.

On January 15, 2019, pursuant to an Agreement and Plan of Merger / Merger Consideration, Truli Technologies Inc which subsequently changed its name to Recruiter.com Group, Inc. (OTCQB: RCRT) (“Recruiter.com”) acquired Recruiter and Monaker exchanged its 2,200 shares in Recruiter for 11,141,810 shares of Recruiter.com common stock and, as of February 28, 2019, each share of Recruiter.com’s common stock was valued at $0.043. Therefore, as of February 28, 2019, the 11,141,810 shares of Recruiter.com common stock were valued at $479,098 which is included in the valuation gain as of February 28, 2019.

On August 22, 2019, Recruiter.com announced a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-80. This resulted in a reduction in the shares of Recruiter.com’s common stock held by the Company from 11,141,810 shares to 139,273 shares, which shares were valued at $2.70 per share at market closing on the date of the reverse.

As of February 29, 2020, each share of Recruiter.com’s common stock was valued at $2.25 per share which decreased the fair value of the 139,273 shares of Recruiter.com common stock to $313,363 and caused an accumulated fair value loss of $160,164 to be realized. The change in fair value of $160,164 is recognized in net income as other income, valuation loss, net, as a valuation loss as of February 29, 2020.

XML

Deferred Gain

12 Months Ended

Feb. 29, 2020

Revenue Recognition and Deferred Revenue [Abstract]

Deferred Gain

Note 8 – Deferred Gain

On August 31, 2017, we sold non-core assets for $2,900,000 (with a net book value of $0) which included our 71.5% membership interest in Voyages North America, LLC, our 10% ownership in Launch360 Media, Inc., rights to broadcast television commercials for 60 minutes every day on R&R TV network stations and our technology platform for Home & Away Club in exchange for a $2.9 Million Secured Note from Bettwork (as described in “Note 3 – Notes Receivable” and “Note 5 – Acquisitions and Dispositions”).

The gain on the sale of the non-core assets (described above) is a deferred gain until it is probable that the Note receivable will be collected. The $2.9 Million Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the $2.9 Million Secured Note is $1.00 per share (the “Conversion Price”), unless, prior to the $2.9 Million Secured Note being paid in full, Bettwork completes a capital raise or acquisition and issues common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “Transaction”), at which time the Conversion Price will be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). On July 2, 2018, this promissory Note was exchanged for 3,866,667 shares of Bettwork’s common stock at $0.75 per share. The outstanding principal balance of the $2.9 Million Secured Note as of February 29, 2020 and February 28, 2019 is $0, and, an allowance of $2,900,000 (i.e., 100%) had been reserved against the $2.9 Million Secured Note since its inception on August 31, 2017. Upon the exchange of the Note into common stock shares of Bettwork on July 2, 2018, the deferred gain liability reserve of $2.9 million was reversed and recognized in net income as other income, gain on sales of assets for the year ended February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

XML

Deferred Gain (Details Narrative) - USD ($)	12 Months Ended
	Feb. 29, 2020	Oct. 10, 2019	Jul. 02, 2019	Feb. 28, 2019	Jul. 02, 2018	Aug. 31, 2017
Purchase Agreement [Member] | Voyages North America, LLC [Member]
Business acquisition, percentage of voting interests acquired						71.50%
Purchase Agreement [Member] | Voyages North America, LLC [Member] | Non-core [Member]
Amount of assets sold				$ 2,900,000
Net book value of sold assets				0
Purchase Agreement [Member] | Launch360 Media, Inc. [Member]
Business acquisition, percentage of voting interests acquired						10.00%
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member]
Amount of assets sold			$ 2,900,000
Notes receivable face amount	$ 2,900,000			2,900,000
Allowance for bad debt	2,900,000			2,900,000
Outstanding principal balance	190,000			0
Promissory note repurchased provisory	3,866,667
Promissory note repurchased	$ 2,133,333
Conversion price (in dollars per share)	$ 1.00
Deferred gain	$ 2,900,000		2,900,000
Beneficial ownership percentage	4.99%
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member]
Notes receivable face amount		$ 200,000
Allowance for bad debt	$ 600,000
Outstanding principal balance	$ 1,600,000			$ 1,600,000	$ 1,600,000
Promissory note repurchased provisory			3,866,667
Promissory note repurchased			$ 2,133,333		$ 2,133,333

XML

Acquisitions and Dispositions (Details Narrative) - USD ($)														1 Months Ended					9 Months Ended	12 Months Ended
	Feb. 29, 2020	Jan. 28, 2020	Apr. 25, 2019	Dec. 06, 2018	Dec. 06, 2018	Nov. 29, 2018	Nov. 21, 2018	Jul. 02, 2018	Feb. 20, 2018	Jan. 29, 2018	Dec. 22, 2017	Oct. 23, 2017	Aug. 24, 2017	Jun. 28, 2018	May 31, 2018	Feb. 20, 2018	Nov. 21, 2017	Aug. 31, 2017	Nov. 29, 2018	Feb. 29, 2020	Feb. 28, 2019	Aug. 31, 2019	Aug. 31, 2018	Nov. 14, 2017
Share price (in dollars per share)			$ 2.00																			$ 2.15
Amount of shares issued under services																				$ 404,650	$ 315,000
Number of shares issued			1,000,500
Shares issued, value			$ 1,785,000																	$ 1,785,930	$ 1,797,459
Share price amount																				140,000
Cancellation of shares																				$ 60,000
Common stock outstanding, percentage	100.00%																			100.00%	100.00%
Impairment loss														$ 0						$ 0
Investment owned, balance, shares														0
Value of shares cancelled														$ 1,039,500
Number of shares cancelled														140,000
Gain amount net														$ 1,039,500
Bettwork Industries, Inc. [Member]
Number of shares converted																				750,000
Common Stock [Member]
Share price (in dollars per share)	$ 0.043																			$ 0.043	$ 0.043
Amount of shares issued under services																				$ 2	$ 2
Number of shares issued under services																				174,000	150,000
Number of shares issued																				1,000,500	905,000
Shares issued, value																				$ 10	$ 9
Common Stock [Member] | Bettwork Industries, Inc. [Member]
Conversion price (in dollars per share)								$ 0.75
Share price (in dollars per share)	$ 0.70			$ 0.70	$ 0.70	$ 0.70													$ 0.70	$ 0.70	$ 0.70		$ 0.70
Number of shares issued	6,081,427			428,572		428,572													428,572	1,535,714
Shares issued, value				$ 300,000		$ 300,000													$ 857,144
Held in trust account	$ 300,000					$ 300,000													$ 300,000	$ 300,000	$ 700,000		$ 300,000
Common stock outstanding, percentage	15.90%																			15.90%	16.30%
Number of shares converted								750,000
Common Stock [Member] | Charcoal Investment Ltd [Member]
Number of shares issued					428,572
Shares issued, value					$ 300,000
Promissory Note [Member] | Bettwork Industries, Inc. [Member]
Number of shares converted																				750,000
6% Convertible Notes Payable Due June 24, 2016 [Member] | Bettwork Industries, Inc. [Member]
Number of shares converted																				3,866,667
ConvertibleNotesPayable1Member | Bettwork Industries, Inc. [Member]
Number of shares converted																				1,600,000
Purchase Agreement [Member] | Restricted Common Stock [Member]
Share price (in dollars per share)							$ 6.25
Common stock outstanding, percentage							625.00%										625.00%
Value of shares cancelled																	$ 75,000
Number of shares cancelled																	12,000
Purchase Agreement [Member] | Bettwork Industries, Inc. [Member] | Common Stock [Member]
Number of shares issued																		3,866,667
Shares issued, value																		$ 2,900,000
Purchase Agreement [Member] | A-Tech LLC [Member] | Restricted Common Stock [Member]
Number of shares issued																	1,500,000
Number of shares issued under acquisitions							240,000		66,632
Value of shares issued under acquisitions							$ 1,500,000		$ 1,500,000
Purchase Agreement [Member] | Michael Heinze, Michael Kistner and Rebecca Dernbach [Member]
Acquisition amount paid in cash																								$ 75,000
Purchase Agreement [Member] | Michael Heinze, Michael Kistner and Rebecca Dernbach [Member] | Restricted Common Stock [Member]
Share price (in dollars per share)																								$ 5.75
Value of right to put shares																								$ 275,000
Purchase Agreement [Member] | Common Stock [Member] | A-Tech LLC [Member]
Number of shares issued																66,632
Shares issued, value																$ 319,834
Number of shares cancelled															210,632
Maximum number of shares issued																96,000
Purchase Agreement [Member] | Common Stock [Member] | A-Tech LLC [Member] | Ownership [Member]
Conversion price (in dollars per share)															$ 1.00
Note amount															$ 1,600,000
Ownership rights															9.99%
Purchase Agreement [Member] | Promissory Note [Member] | Common Stock [Member] | Bettwork Industries, Inc. [Member]
Share price (in dollars per share)								$ 0.75
Number of shares converted								2,133,333
Deffered gain liability								$ 1,600,000							$ 1,600,000
Stadlin Trust Common Stock and Warrant Agreement [Member] | Common Stock [Member]
Number of shares issued										1,220
Settlement Agreement [Member]
Number of shares issued																					20,000
Shares issued, value																					$ 46,200
Settlement Agreement [Member] | Restricted Common Stock [Member]
Number of shares issued		50,000
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member]
Number of shares issued											49,411
Platform Purchase Agreement [Member]
Value of shares cancelled																					$ 1,039,500
Number of shares cancelled																					140,000
Platform Purchase Agreement [Member] | Exponential, Inc. ("XPO") [Member] | Restricted Common Stock [Member]
Amount of shares issued under services												$ 1,485,000
Number of shares issued under services												200,000
Platform Purchase Agreement [Member] | RestrictedCommon Stock [Member]
Value of shares cancelled																				$ 1,039,500
Number of shares cancelled																				140,000
Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | Restricted Common Stock [Member]
Number of shares issued													281,866
Securities Purchase Agreement [Member]
Number of shares issued																					905,000
Shares issued, value																					$ 1,900,500
Securities Purchase Agreement [Member] | Common Stock [Member]
Number of shares issued																					905,000
Shares issued, value																					$ 1,900,500

XML

Notes Receivable

12 Months Ended

Feb. 29, 2020

Receivables [Abstract]

Notes Receivable

Note 3 – Notes Receivable

Current

$230,000 Promissory Note from Bettwork Industries Inc.

On October 10, 2018, we entered into a Promissory Note with Bettwork Industries Inc. (“Bettwork”), a related party, in the amount of $200,000 which was amended and superseded by an Amended Promissory Note dated October 19, 2018, in the amount of $230,000 (the “Bettwork Note”). The Bettwork Note bears interest at 12% per year and matured on February 28, 2019. All interest and the principal balance are due and payable on the maturity date. The Bettwork Note includes a “Default Rate” of eighteen percent (18.0%) per annum and is secured by all of the outstanding preferred stock shares held by the Chairman of the Board of Directors of Bettwork (which provide for super-majority voting rights) and Bettwork is precluded from issuing additional shares of common stock or preferred stock without consent from Monaker. In November 2018, a payment of $40,000 was received and the outstanding principal balance of the Bettwork Note as of February 29, 2020 and February 28, 2019 is $190,000 and $190,000, respectively. An allowance for bad debt of $190,000 (i.e., 100%) was reserved against the Bettwork Note as of February 28, 2019; this amount was recognized as a bad debt expense and is included in general and administrative expenses.

$37,500 Promissory Note from Crystal Falls Investments LLC.

On January 13, 2020, we entered into a Promissory Note with Crystal Falls Investments LLC. (“Crystal”), a related party, in the amount of $37,500. The Crystal Note bears interest at 12% per year and matured on April 14, 2020, and is past due and the parties are discussing an extension. All interest and the principal balance are due and payable on the maturity date. The Crystal Note includes a “Default Rate” of eighteen percent (18.0%) per annum and is secured by 2,000,000 Bettwork’s common shares (BETW) held in escrow with William Eilers. The Company has the right to elect at maturity of this note to either; (i) take cash payment, or (ii) pledged shares, or (iii) any combination of cash and shares. The outstanding principal balance of the Crystal Note as of February 29, 2020 and February 28, 2019 is $37,500 and $0, respectively.

Non-current

Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc

On November 21, 2017, we entered into a Purchase Agreement and an addendum thereto (the “Purchase Addendum”) with A-Tech LLC (“A-Tech”) on behalf of its wholly-owned subsidiary Parula Village Ltd. (“Parula”) whereby we purchased from A-Tech, through Parula, ownership of 12 parcels of land on Long Caye, Lighthouse Reef, Belize (the “Property”) for 240,000 shares of restricted common stock valued at a total of $1,500,000. As part of the same consideration, A-Tech agreed to construct 12 vacation rental residences on the Property within 270 days of closing of the transaction (the “Construction Obligation”); and the agreement provided that if the vacation rental residences were not completed within the 270 days, Monaker would cancel 12,000 shares, valued at $75,000 (of the previously issued 240,000 shares of restricted common stock) for each residence not completed. Additionally, in the event the average closing price of Monaker’s common stock for the 10 trading days prior to the 90th day after the closing of the transaction was less than $6.25 per share, Monaker was required to issue additional shares of restricted common stock such that the value of the shares issued to A-Tech totaled $1.5 million. On February 20, 2018 (the first business day following the 90th day after the closing), Monaker issued an additional 66,632 shares of common stock valued at $4.80 per share, for a total of $319,834, to meet the 90-day look-back provision for a guaranteed purchase price of $1.5 million. Bettwork and A-Tech share a common principal.

On May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “Secured Note”). The amount owed under the Secured Note accrues interest at a fluctuating interest rate, based on the prime rate, and is due and payable on May 31, 2020. The repayment of the Secured Note is secured by a first priority security interest in the ‘right to own’ and subsequent to the exercise thereof, the Property. Bettwork may prepay the Secured Note at any time, subject to its obligation to provide the Company 15 days prior written notice prior to any prepayment. The Secured Note was convertible into shares of Bettwork’s common stock, at our option, subject to a 9.99% beneficial ownership limitation. The conversion price of the Secured Note was $1.00 per share, unless, prior to the Secured Note being paid in full, Bettwork completed a capital raise or acquisition and issued common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “Transaction”), at which time the Conversion Price was to be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). On July 2, 2018, this promissory note was exchanged for 2,133,333 shares of Bettwork’s common stock at $0.75 per share. The outstanding principal balance of the Secured Note as of February 29, 2020 and February 28, 2019 is $0 and $0, respectively. A deferred gain liability of $1.6 million had been reserved against the Secured Note on May 31, 2018. Upon the exchange of the note for common stock shares of Bettwork, on July 2, 2018, the deferred gain liability reserve of $1.6 million was reversed and recognized in net income as other income, gain on sales of assets as of February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc

Effective on August 31, 2017, we entered into a Purchase Agreement (the “Purchase Agreement”) with Bettwork. Pursuant to the Purchase Agreement, we sold Bettwork:

(a) Our 71.5% membership interest in Voyages North America, LLC, a Delaware limited liability company (“Voyages”), including the voyage.tv website and 16,000 hours of destination and promotional videos;

(b) Our 10% ownership in Launch360 Media, Inc., a Nevada corporation (“Launch360”);

(c) Rights to broadcast television commercials for 60 minutes every day on R&R TV network stations which rights remain in place until the earlier of (i) the date the shares of Launch360 are no longer held by Bettwork; and (ii) the date that Launch360 no longer has rights to broadcast television commercials on R&R TV network stations, for whatever reason; and

(d) Our Technology Platform for Home & Away Club and supporting I.C.E. partnership (collectively (a) through (d), the “Assets”).

Bettwork agreed to pay $2.9 million for the assets, payable in the form of a Secured Convertible Promissory Note (the “$2.9 Million Secured Note”). The amount owed under the $2.9 Million Secured Note accrues interest at the rate of (a) six percent per annum until the end of the last day of the month in which the sale occurred; and (b) the greater of (i) six percent per annum and (ii) the prime rate plus 3 3/4% per annum, thereafter through maturity, which maturity date is August 31, 2020, provided that the interest rate increases to twelve percent upon the occurrence of an event of default. As of February 29, 2020 and February 28, 2019, no interest income has been accrued.

Bettwork may prepay the $2.9 Million Secured Note at any time, subject to its obligation to provide us 15 days written notice prior to any prepayment. The $2.9 Million Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the $2.9 Million Secured Note is $1.00 per share (the “Conversion Price”), unless, prior to the $2.9 Million Secured Note being paid in full, Bettwork completes a capital raise or acquisition and issues common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “Transaction”), at which time the Conversion Price will be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). On July 2, 2018, this promissory note was exchanged for 3,866,667 shares of Bettwork’s common stock at $0.75 per share. The outstanding principal balance of the $2.9 Million Secured Note as of February 29, 2020 and February 28, 2019 is $0 and $2,900,000, respectively, and, an allowance of $2,900,000 (i.e., 100%) had been reserved against the $2.9 Million Secured Note upon its inception on August 31, 2017. Upon the exchange of the note into common stock shares of Bettwork on July 2, 2018, the deferred gain liability reserve of $2.9 million was reversed and recognized in net income as other income, gain on sales of assets for the year ended February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

Conversion of $750,000 Promissory Note Into 1,000,000 Common Stock Shares of Bettwork Industries Inc.

On May 16, 2016, the Company entered into a Membership Interest Purchase Agreement with Crystal Falls, for the sale of its 51% membership interest in Name Your Fee, LLC, in exchange for a Promissory Note, maturing on May 15, 2018, in the amount of $750,000 (the “Name Your Fee Note”). The Name Your Fee Note does not accrue interest, is secured by the 51% membership interest in Name Your Fee, LLC and was to be repaid through 20% of the net earnings received in NameYourFee.com through maturity. The Name Your Fee Note contains standard and customary events of default. The principal amount of the note was due on May 15, 2018 and was in default.

On August 31, 2017, we entered into an Assignment and Novation Agreement (the “Assignment”) with Bettwork and Crystal Falls. Pursuant to the Assignment, the Name Your Fee Note, which had a principal balance of $750,000 as of the date of the Assignment, was assigned from Crystal Falls to Bettwork, we agreed to only look to Bettwork for the repayment of the Name Your Fee Note, Bettwork agreed to repay the Name Your Fee Note pursuant to its terms, and we provided Crystal Falls a novation of amounts owed thereunder. Crystal Falls also released us from any and all claims in connection with such Name Your Fee Note and any other claims which Crystal Falls then had. The Assignment also amended the Name Your Fee Note to include an option which allowed us to convert the amount owed under the Name Your Fee Note into shares of Bettwork’s common stock at a conversion price of $1.00 per share. On July 2, 2018, this promissory note was exchanged for 1,000,000 shares of Bettwork’s common stock at $0.75 per share. The outstanding principal balance of the Name Your Fee Note as of February 29, 2020 and February 28, 2019 is $0, and, an allowance for bad debt of $750,000 (i.e., 100%) was reserved against the Name Your Fee Note as of February 28, 2018; this amount was recognized as a bad debt expense included in general and administrative expenses during the fiscal year ended February 28, 2018. Upon the exchange of the note for common stock shares of Bettwork, on July 2, 2018, the reserve of $750,000 was reversed and recognized in net income as other income, gain on sales of assets, as of February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

XML

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Cash flows from operating activities:
Net (loss) income	$ (9,454,686)	$ 4,298,563
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization and depreciation	295,485	293,804
Stock based compensation and consulting fees	706,957	1,174,659
Unrealized valuation loss (gain) on marketable securities, net	5,267,208	(4,528,596)
Realized (Gain) loss on sale of marketable securities	(1,984,870)	42,857
Gain on sale of assets		(5,250,000)
Bad debt expense		190,000
Loss on settlement		46,200
Changes in operating assets and liabilities:
Decrease/(increase) in prepaid expenses and other current assets	(264,962)	(426)
Decrease in security deposits		(23,529)
Increase in accounts payable and accrued expenses	141,296	309,079
Increase/(Decrease) in other current liabilities	355,875	(106,204)
Net cash provided by (used in) operating activities	(4,937,697)	(3,553,593)
Cash flows from investing activities:
Payment related to Intangible Assets	(61,805)
Purchase of Furniture, Fixture and Equipment	(21,345)
Payment related to website development costs	(82,729)	(961,167)
Proceeds from sale of marketable securities	1,984,870	600,000
Proceeds from note receivable - related party		40,000
Payment for note receivable - related party	(37,500)	(230,000)
Net cash used in investing activities	1,781,491	(551,167)
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants	1,785,930	1,797,450
Proceeds from exercise of common stock warrants	275,087	385,875
Proceeds from shareholder loans		977,500
Proceeds from promissory notes	1,225,000
Payment on shareholder loans		(627,500)
Payment on bank loan	(284)
Net cash provided by financing activities	3,285,733	2,533,325
Net increase/(decrease) in cash	129,527	(1,571,435)
Cash at beginning of year	32,979	1,604,414
Cash at end of year	162,506	32,979
Supplemental disclosure:
Cash paid for interest	164,177	78,110
Supplemental disclosure of non-cash investing and financing activity:
Shares issued for intellectual property purchase	$ 4,920,000
Conversion of notes receivable to investment		5,250,000
Issuance of note receivable		$ 1,600,000

XML

Document and Entity Information - USD ($)	12 Months Ended
	Feb. 29, 2020	May 29, 2020	Aug. 31, 2019	Apr. 25, 2019
Document and Entity Information
Entity Registrant Name	Monaker Group, Inc.
Entity Central Index Key	0001372183
Document Type	10-K
Entity File Number	001-38402
Document Period End Date	Feb. 29, 2020
Amendment Flag	false
Current Fiscal Year End Date	--02-29
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	FL
Entity Filer Category	Non-accelerated Filer
Emerging Growth Company	false
Entity a Small Business	true
Entity Public Float			$ 19,605,594
Entity share price			$ 2.15	$ 2.00
Entity Common Stock, Shares Outstanding		13,270,589
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Entity Shell Company	false

XML

Acquisitions and Dispositions

12 Months Ended

Feb. 29, 2020

Business Combinations [Abstract]

Acquisitions and Dispositions

Note 5 – Acquisitions and Dispositions

On August 31, 2017, we entered into an Assignment and Novation Agreement (the “Assignment”) with Bettwork and Crystal Falls, as described in “Note 3 – Notes Receivable” above.

On August 31, 2017, we entered into a Purchase Agreement with Bettwork whereby we sold Bettwork Assets certain assets in consideration for a $2.9 Million Secured Note. See “Note 3 – Notes Receivable”– “Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc.”

Exponential, Inc (XPO)

On October 23, 2017, we entered into a Platform Purchase Agreement with Exponential, Inc. (“XPO”), which offers a white-label e-commerce platform. Pursuant to the Platform Purchase Agreement, XPO agreed to provide us software development services in connection with the development of an e-commerce platform (the Monaker Booking Engine (MBE)) and related application program interfaces (APIs). In consideration for the services agreed to be rendered by XPO, we issued XPO 200,000 shares of restricted common stock, valued at $1,485,000. Additional consideration for the issuance of the shares included Monaker becoming the exclusive provider of alternative lodging rentals (ALRs) for all travel sales on XPO’s platforms.

The investment in the XPO platform included a platform and API to be delivered to Monaker by November 17, 2017. The 200,000-share purchase price included 140,000 shares for granting Monaker exclusivity for all travel sales on the platforms of all of XPO’s clients. Monaker was granted a 180 day review period for performance of the platform (through May 16, 2018) and if Monaker concluded, at its sole discretion, that the platform did not perform as expected, Monaker could serve notice to cancel travel exclusivity and only maintain exclusivity in the Alternative Lodging Rental (ALR) category by reducing the number of shares due under the Platform Purchase Agreement to 60,000 shares (i.e., cancelling 140,000 of the Shares). The platform, as contracted with XPO, was delivered and it was continuously upgraded by XPO through May 16, 2018. However, the platform did not perform as represented by XPO and Monaker notified XPO of its intent to cancel the travel exclusivity shares (i.e., 140,000 shares) and cancelled those shares on June 29, 2018. The Company maintained exclusivity with XPO and its clients in the ALR category as agreed in the Platform Purchase Agreement in consideration for 60,000 shares, which were not cancelled. Although the 140,000 shares had not been cancelled as of February 28, 2018, due to agreement to cancel the travel exclusivity shares and the failure to connect Monaker’s ALR products to XPO, Monaker reserved 100% of the investment (i.e., 200,000 shares valued at $1,485,000) retroactively to February 28, 2018, and recognized an impairment loss as of February 28, 2018 and reduced the value of the asset to $0 as of February 29, 2020 and February 28, 2019.

On June 28, 2018, XPO’s travel exclusivity shares were cancelled and $1,039,500 of equity was recovered from the cancelling of the 140,000 shares. Since the impairment cannot be restored and the asset has already been reduced to $0, a valuation gain of $1,039,500 is realized for the value recovered in net income as other income, valuation gain, net, for the year ended February 28, 2019.

A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork

On November 21, 2017, Monaker entered into a Purchase Agreement and an addendum thereto (the “Purchase Addendum”) with A-Tech LLC (“A-Tech”) on behalf of its wholly- owned subsidiary Parula Village Ltd. (“Parula”) whereby Monaker purchased from A-Tech, through Parula, ownership of 12 parcels of land on Long Caye, Lighthouse Reef, Belize (the “Property”) for 240,000 shares of restricted common stock valued at a total of $1,500,000. Additionally, as part of the same consideration, A-Tech agreed to construct 12 vacation rental residences on the Property within 270 days of closing of the transaction (the “Construction Obligation”); and the agreement provided that if the vacation rental residences were not completed within the 270 days, Monaker would cancel 12,000 shares, valued at $75,000 (of the previously issued 240,000 shares of restricted common stock) for each residence not completed. In the event the average closing price of Monaker’s common stock for the 10 trading days prior to the 90th day after the closing of the transaction was less than $6.25 per share, Monaker was required to issue additional shares of restricted common stock such that the value of the shares issued to A-Tech totaled $1.5 million. On February 20, 2018 (the first business day following the 90th day after the closing), Monaker issued an additional 66,632 shares of common stock at $4.80 for a total of $319,834, to meet the 90 day anniversary look-back provision for a guaranteed purchase price of $1.5 million. In the event any encumbrances, taxes, levies, claims or liens of any kind are brought against the Property within 24 months of the closing, Monaker has the right at its sole discretion to either unwind the transaction and cancel all the shares issued to A-Tech or have A-Tech take actions to settle such claims. A-Tech also agreed to a leak out provision which prohibits it from selling shares of common stock exceeding 30% of the weekly volume of our common stock, up to a maximum of 96,000 shares each quarter, starting 180 days from the closing (provided that A-Tech is prohibited from selling any shares prior to the 180th day following the closing). Additionally, A-Tech granted us (or our assigns) a 48 hour first right of refusal to purchase any shares of common stock proposed to be sold by A-Tech at $6.25 per share, prior to A-Tech selling any such shares in the open market.

On May 31, 2018 effective February 28, 2018, Monaker and A-Tech entered into a First Amendment to the Purchase Agreement, to amend the terms of the Purchase Agreement to (a) provide for the acquisition by Monaker of a ‘right to own’ the Property instead of the ownership of the Property itself, as the title to the Property had not been legally transferred as of such date, which ‘right to own’ had an exercise price of $0 and was transferrable and exercisable by the Company at any time, (b) terminate the Construction Obligation, and (c) to correct certain inaccuracies in the original agreement. The First Amendment also required A-Tech to return 210,632 shares of common stock to Monaker for cancellation and were cancelled for non-performance. The First Amendment to the Purchase Agreement had an effective date of November 21, 2017.

Immediately thereafter, on May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “Secured Note”). The amount owed under the Secured Note accrues interest at a fluctuating interest rate, based on the prime rate, and is due and payable on May 31, 2020. The repayment of the Secured Note is secured by a first priority security interest in the ‘right to own’ and subsequent to the exercise thereof, the Property. Bettwork may prepay the Secured Note at any time, subject to its obligation to provide us 15 days prior written notice prior to any prepayment. The Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 9.99% beneficial ownership limitation. The conversion price of the Secured Note is $1.00 per share, unless, prior to the Secured Note being paid in full, Bettwork completes a capital raise or acquisition and issues common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “Transaction”), at which time the Conversion Price will be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). Bettwork and A-Tech share a common principal. On July 2, 2018, this promissory note was exchanged for 2,133,333 shares of Bettwork’s common stock at $0.75 per share. No amount was owed under the Secured Note as of February 29, 2020 and February 28, 2019. A deferred gain liability of $1.6 million had been reserved against the Secured Note on May 31, 2018. Upon the exchange of the note for common stock shares of Bettwork, on July 2, 2018, the deferred gain liability reserve of $1.6 million was reversed and recognized in net income as other income, gain on sales of assets for the year ended February 28, 2019. Bettwork’s common stock is quoted on the OTC Pink market under the symbol “BETW”.

Sale of Bettwork Shares to Directors

On November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to the Monaco Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company at $0.70 per share for a total of $300,000.

On December 6, 2018, effective November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company (“Charcoal”), at $0.70 per share for a total of $300,000.

XML

Related Party Promissory Notes and Transactions

12 Months Ended

Feb. 29, 2020

Related Party Transactions [Abstract]

Related Party Promissory Notes and Transactions

Note 9 – Related Party Promissory Notes and Transactions

Related Party Transactions

Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 and $1,102,066 as of February 29, 2020 and February 28, 2019, respectively. These dividends will only be payable when and if declared by the Board. The dividends are owed to Donald P. Monaco, our Chairman, and William Kerby, our CEO and a director.

See also the information under “$230,000 Promissory Note from Bettwork Industries Inc.”, “Conversion of $750,000 Promissory Note Into 1,000,000 Common Stock Shares of Bettwork Industries Inc.”, “Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc“ and “Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc” under “Note 3 – Notes Receivable”, above and “A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork” under “Note 5 – Acquisitions and Dispositions”, above.

On July 28, 2018, Monaker borrowed $200,000 from The Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company (the “Monaco Trust”). The loan is evidenced by a Promissory Note in the amount of up to $300,000 (the “Monaco Trust Note”). The amount owed pursuant to the Monaco Trust Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and was due and payable on September 30, 2018, provided that the Note may be prepaid at any time without penalty. The Monaco Trust Note contains standard and customary events of default. This Note was repaid on October 2, 2018 through funds raised in our public offering which closed on October 2, 2018.

On August 23, 2018, Monaker borrowed $300,000 from the Monaco Trust. The loan is evidenced by a Promissory Note in the amount of $300,000 (the “2nd Monaco Trust Note”). The amount owed pursuant to the 2nd Monaco Trust Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and was due and payable on September 30, 2018, provided that the Note may be prepaid at any time without penalty. The 2nd Monaco Trust Note contains standard and customary events of default. This Note was repaid on October 2, 2018 through funds raised in our public offering which closed on October 2, 2018.

On August 14, 2018, William Kerby, the Chief Executive Officer of the Company loaned the Company $20,000, which was evidenced by a Promissory Note dated August 14, 2018. The loan is evidenced by a Promissory Note in the amount of $20,000 (the “Kerby Note”). The amount owed pursuant to the Kerby Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and was due and payable on September 30, 2018, provided that the Note may be prepaid at any time without penalty. The Kerby Note contains standard and customary events of default. On September 26, 2018, Mr. Kerby advanced an additional $7,500 for operating expenses under the same terms and conditions of the $20,000 Promissory Note; however, the Promissory Note was not amended, nor was a new Note entered into for the $7,500 advance. This Promissory Note, along with the $7,500 advance, was repaid on October 2, 2018 through funds raised in our public offering which closed on October 2, 2018.

On November 29, 2018, the Company sold 428,572 shares of Bettwork’s common stock to the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company, at $0.70 per share for a total of $300,000.

On December 6, 2018, effective November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company (“Charcoal”) at $0.70 per share for a total of $300,000.

From October 3, 2018, through February 28, 2019, Omar Jimenez (the former Chief Operating Officer, Chief Financial Officer and director of the Company), advanced the Company $607,000 to meet operating and capital expenses. A total of $491,000 of the advances were repaid through February 28, 2019, for a balance due Mr. Jimenez of $116,000 as of February 28, 2019. In March 2019, Mr. Jimenez advanced the Company an additional $328,000 and, in April 2019, Mr. Jimenez advanced the Company an additional $112,000 for a total of $440,000 of which $250,000 was repaid on March 28, 2019. The remaining balance due to Mr. Jimenez of $306,000 was repaid on April 29, 2019, from funds raised in an underwritten offering which closed in April 2019 discussed below under “Note 10- Stockholders’ Equity” – “Related Party Transactions”. As of February 29, 2019, the Company owed $0 to Mr. Jimenez for advances.

On April 3, 2019, the Company borrowed $125,000 from William Kerby, the Chief Executive Officer and member of the Board of Directors of the Company. The amount borrowed was evidenced by a Promissory Note dated April 3, 2019. The amount borrowed pursuant to the Note accrues interest at 12% per annum (18% upon the occurrence of an event of default) and was due and payable on April 30, 2019, provided that Mr. Kerby agreed to extend the due date pending the receipt of funds from our underwritten offering. The loan was repaid on May 2, 2019, from funds raised in our public offering which closed on October 2, 2018.

On February 4, 2019, the Company borrowed $150,000 from the Monaco Trust. The loan is evidenced by a Promissory Note in the amount of up to $700,000 (the “Revolving Monaco Trust Note”). The amount owed pursuant to the Revolving Monaco Trust Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and is due and payable on February 1, 2020, provided that the Note may be prepaid at any time without penalty. The Revolving Monaco Trust Note contains standard and customary events of default. The balance of the Revolving Monaco Trust Note can be accessed by the Company, on a revolving basis, at any time, from time to time, prior to the maturity date of the note, with the approval of the Monaco Trust. On February 14, 2019, the Company borrowed an additional $200,000 from the Monaco Trust under the Note and on March 27, 2019, the Company borrowed an additional $250,000 from the Monaco Trust under the Note for a total borrowed from the Monaco Trust Note of $600,000 as of February 28, 2019. The then amount of the Revolving Monaco Trust Note ($600,000) was repaid on April 29 2019, from funds raised in an underwritten offering which closed in April 2019 discussed below under “Note 10- Stockholders’ Equity” – “Related Party Transactions”.

On March 5, 2019, a First Amendment to Warrant agreement (the “Amendment”) between the Company and the Monaco Trust, which is beneficially owned by Donald P. Monaco, the Chairman of the Board of Directors of the Company, became effective and binding on the parties. Pursuant to the Amendment, the Company and the Monaco Trust agreed to reduce the exercise price of warrants to purchase 35,750 shares of common stock of the Company which were acquired by the Monaco Trust pursuant to the Common Stock and Warrant Purchase Agreement entered into between the Company and the purchasers named therein (including the Trust) dated July 31, 2017 and in consideration for liquidated damages due pursuant to the terms thereof, from $5.23 per share to $2.85 per share, in consideration for the Trust’s immediate exercise of such warrants for cash.

On April 25, 2019, we entered into an underwriting agreement (the “Underwriting Agreement”) with several Underwriters named in the Underwriting Agreement (the “Underwriters”) for whom Roth Capital Partners, LLC acted as representative, relating to the public offering, issuance and sale by the Company of 870,000 shares of common stock, at an offering price to the public of $2.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an additional 130,500 shares of common stock which was exercised by the Underwriters. The offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-224309), that was filed with the SEC, including the related prospectus, dated April 17, 2018, as supplemented by a prospectus supplement dated April 25, 2019.

The Underwriters sold 75,000 shares of common stock to an entity controlled by Donald P. Monaco, a director and chairman of the Company’s board, 100,000 shares of common stock to Simon Orange, a member of the Company’s board, and 25,000 shares of common stock, to William Kerby, our Chief Executive Officer and member of the Company’s board, at the $2.00 per share public offering price.

In total the Company sold 1,000,500 shares of common stock in the offering and net proceeds disbursed to the Company from the offering were $1.785 million, after deducting the underwriting discount and expenses of the underwriters in the offering (the “Underwritten Offering”).

As a result of the offering, the exercise price of the warrants to purchase 724,000 shares of common stock granted as part of the Company’s October 2, 2018 registered offering were automatically adjusted from $2.85 per share to $2.00 per share.

On June 14, 2019, the Compensation Committee of the Board of Directors of the Company approved a bonus to be paid to Mr. William Kerby, the Chief Executive Officer of the Company (which bonus was ratified by the Board of Directors), equal to 40% of his base salary ($400,000 or a bonus of $160,000 (the “Bonus”)), for his efforts and actions on behalf of the Company during fiscal 2019. The Bonus, in the option of Mr. Kerby, exercisable at any time prior to June 30, 2019, was eligible to be paid: (a) in shares of the Company’s common stock (the “Stock Bonus Option” and the “Option Shares”); (b) by way of the transfer/assignment from the Company to Mr. Kerby of shares of common stock held by the Company of (i) Verus; (ii) Recruiter.com; and/or (iii) Bettwork. Effective on June 17, 2019, Mr. Kerby exercised the Stock Bonus Option as to $41,000 of the amount owed in connection with the Bonus. In connection with such exercise, the Company issued him 12,812 shares of common stock under the 2017 Equity Incentive Plan. Also effective on June 17, 2019, Mr. Kerby provided notice to the Company of the exercise of the Subsidiary Option, pursuant to which Mr. Kerby requested that $119,000 of the Bonus be paid in shares of Verus’ common stock and as such, the Company, on August 9, 2019, transferred ownership of 5,042,373 shares of Verus’ common stock (based on an average five day closing price of $0.0236 per share), equal to $119,000, to Mr. Kerby, to satisfy the Bonus.

From June to August 2019, the Company borrowed additional funds from the Monaco Trust as follows; $200,000 on June 25, 2019, $50,000 on July 12, 2019, $100,000 on August 1, 2019, and $350,000 on August 14, 2019, which amounted to $700,000 in aggregate.

On October 29, 2019, the Company entered into Promissory Notes with Robert J. Mendola (a Director of the Company) and Pasquale LaVecchia (a Director of the Company) in the amounts of $150,000 and $25,000, respectively (the “Director Notes”). The Promissory Notes have an interest rate of 12% per annum (18% upon the occurrence of an event of default) and were due and payable on February 1, 2020, provided that the notes may be prepaid at any time without penalty (provided that all interest that would have been due had the notes remained outstanding through maturity must be paid at the time of repayment). The Company paid a 2% original issue discount in connection with the notes.

On October 29, 2019, the Company entered into Stock Purchase Agreements with (a) Monaco Investment Partners, LP, of which Donald Monaco is the managing partner and a member of the Board of Directors of the Company; (b) Simon Orange, a member of the Board of Directors of the Company; and (c) William Kerby, the Chief Executive Officer and director of the Company. Pursuant to the Stock Purchase Agreements, the Company agreed to sell the purchasers 25,562,500 shares (1,562,500 shares to Mr. Kerby and 12,500,000 shares to each of Monaco Investment Partners, LP and Mr. Orange) of restricted Series A Convertible Preferred Stock of Verus International, Inc. (“Verus”). The purchase price for the Verus shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Verus’ common stock on the OTCQB Market, as publicly reported. The Company received net proceeds of $425,000 from the Stock Purchase Agreements.

On December 9, 2019, the Company entered into an Amended and Restated Promissory Note with Monaco Trust, in the amount of up to $2,700,000 (the “Revolving Monaco Trust Note”). The Revolving Monaco Trust Note amended and restated a previous promissory Note entered into by the Company in favor of the Monaco Trust on February 4, 2019, in the amount of up to $700,000, which had a balance as of December 9, 2019 of $700,000. On the same date, the Company borrowed $200,000 from the Trust under the Revolving Monaco Trust Note. On December 27, 2019 and February 12, 2020, the Company borrowed an additional $300,000 and $200,000, respectively, from the Monaco Trust under the Revolving Monaco Trust Note, which had a balance of $1,200,000 as of February 29, 2020. As of February 29, 2020, the amount remaining under the Revolving Monaco Trust Note of $1,300,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the note, with the approval of the Monaco Trust.

On January 29, 2020, the Company entered into first amendments to the Director Notes and Revolving Monaco Trust Note with the directors and the Monaco Trust, respectively, to extend the maturity date of such notes from February 1, 2020 to April 1, 2020 (the “Note Amendments”). No other changes were made to such notes as a result of such amendments.

On February 12, 2020, the Company borrowed an additional $200,000 from the Revolving Monaco Trust Note. As of February 29, 2020, the Revolving Monaco Trust Note has a balance of $1,400,000 and the amount remaining under the note of $1,300,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the note, with the approval of the Monaco Trust.

XML

Fair Value Measurements

12 Months Ended

Feb. 29, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 13 – Fair Value Measurements

The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).

The hierarchy consists of three levels:

● Level 1 - Quoted prices in active markets for identical assets or liabilities.

● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair values of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model.

The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

XML

Line of Credit (Details Narrative) - Line of Credit - The National Bank of Commerce [Member] - USD ($)					12 Months Ended
	Jun. 30, 2020	Dec. 15, 2019	Sep. 15, 2017	Jun. 15, 2016	Feb. 29, 2020	Feb. 28, 2019	Dec. 22, 2017
Short-term Debt [Line Items]
Interest charged					$ 74,858	$ 72,939
Accrued interest					0	0
Revolving Line Of Credit Agreement [Member] | Republic Bank, Inc. [Member]
Short-term Debt [Line Items]
Debt maturity date				Jun. 15, 2016
Borrowing capacity				$ 1,000,000			$ 1,200,000
Basis spread on line of credit				1.00%
New Revolving Line of Credit Agreement [Member]
Short-term Debt [Line Items]
Debt maturity date	Sep. 15, 2017	Dec. 15, 2019	Sep. 15, 2017
Borrowing capacity			$ 1,200,000
Basis spread on line of credit			1.00%
Current draws amount					$ 1,192,716	$ 1,193,000

XML

Investment in Equity Instruments (Details Narrative) - USD ($)							1 Months Ended	9 Months Ended	12 Months Ended
	Feb. 29, 2020	Aug. 31, 2019	Jul. 02, 2019	Apr. 25, 2019	Dec. 06, 2018	Nov. 29, 2018	Aug. 31, 2016	Nov. 29, 2018	Feb. 29, 2020	Feb. 28, 2019	Jan. 31, 2020	Sep. 21, 2019	Apr. 10, 2019	Aug. 31, 2018	Jul. 02, 2018
Allowance for doubtful accounts receivable	$ 1,000,000								$ 1,000,000	$ 600,000
Number of shares issued				1,000,500
Shares issued, value				$ 1,785,000					$ 1,785,930	$ 1,797,459
Amount of anti-dilution protection per shares (in dollar per shares)	$ 0.016								$ 0.016
Common stock outstanding, percentage	100.00%								100.00%	100.00%
Share price (in dollars per share)		$ 2.15		$ 2.00
Common stock, outstanding (in shares)	13,064,339								13,064,339	9,590,956
Preferred stock, outstanding	0								0	0
Series A Preferred Stock [Member]
Preferred stock, outstanding	0								0
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member]
Common stock, outstanding (in shares)											1,500,000,000
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Preferred Stock [Member]
Investment owned, balance, shares	16,345,101								16,345,101	44,470,101
Common stock, outstanding (in shares)												2,320,876,565
Preferred stock, outstanding												41,444,601
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Preferred Stock [Member] | Inducement Agreement [Member]
Investment owned, balance, shares													152,029,899
Fair value													$ 2,200,000
Investment owned (in dollars per shares)													$ 0.015
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series C Preferred Stock [Member]
Preferred stock, outstanding												430,801
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Common Stock [Member] | Inducement Agreement [Member]
Investment owned, balance, shares	61,247,139								61,247,139
Fair value	$ 979,954								$ 979,954
Investment owned (in dollars per shares)	$ 0.016								$ 0.016
Common Stock [Member]
Number of shares issued									1,000,500	905,000
Shares issued, value									$ 10	$ 9
Fair value	$ 160,164								$ 160,164
Share price (in dollars per share)	$ 0.043								$ 0.043	$ 0.043
Common Stock [Member] | Bettwork Industries, Inc. [Member]
Investment owned, balance, shares	6,142,856								6,142,856						7,000,000
Number of shares issued	6,081,427				428,572	428,572		428,572	1,535,714
Shares issued, value					$ 300,000	$ 300,000		$ 857,144
Revaluation of shares amount		$ 300,000
Conversion of shares			5,250,000
Conversion price (in dollars per share)															$ 0.75
Fair value	$ 6,081,427								$ 6,081,427						$ 5,250,000
Accumulated fair value loss									678,571
Other income Valuation gain, net									$ 41,414,924
Common stock outstanding, percentage	15.90%								15.90%	16.30%
Share price (in dollars per share)	$ 0.70				$ 0.70	$ 0.70		$ 0.70	$ 0.70	$ 0.70				$ 0.70
Held in trust account	$ 300,000					$ 300,000		$ 300,000	$ 300,000	$ 700,000				$ 300,000
Description of option under trust		The Monaco Trust shall be provided an option to acquire an additional 1 million shares of Bettwork common stock from the Company for an aggregate of $700,000 or $0.70 per share, exercisable at any time in writing.
Additional options available	1,000,000								1,000,000
Aggregate purchase price of options exerciseable		700,000
Trading price	$ 0.65								$ 0.65
Common stock, outstanding (in shares)	42,403,893								42,403,893
Common Stock [Member] | Bettwork Industries, Inc. [Member] | Other Income [Member]
Accumulated fair value loss									$ 657,142
Common Stock [Member] | Monaco Trust [Member]
Accumulated fair value loss									$ 21,429
Common Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member]
Investment owned, balance, shares	10,359,890								10,359,890	10,359,890
Number of shares issued							2,200
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Common Stock [Member]
Investment owned, balance, shares	49,411								49,411	0

XML

Description of Business and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Feb. 29, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Monaker Group, Inc. and all of its wholly and majority-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States. All significant intercompany transactions and balances have been eliminated in consolidation.

Business Segment

Business Segment

The Company has one operating segment consisting of various products and services related to its online marketplace of travel and accommodation rental listings.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, the valuation of stock options and, deferred income taxes.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at February 29, 2020 and February 28, 2019.

Website Development Costs

Website Development Costs

The Company accounts for website development costs in accordance with ASC 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period.

Software Development Costs

Software Development Costs

The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

Impairment of Intangible Assets

Impairment of Intangible Assets

In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following:

1. Significant underperformance compared to historical or projected future operating results.

2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business, and

3. Significant negative industry or economic trends.

When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $293,804 and $293,804 during the years ended February 29, 2020 and February 28, 2019, respectively.

Convertible Debt Instruments

Convertible Debt Instruments

The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt.

Derivative Instruments

Derivative Instruments

The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument.

The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to determine the fair value of these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial period result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial period result in the application of non-cash derivative income.

Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the FASB determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for several outstanding warrants that contain down round features as derivative instruments.

Reclassification

Reclassification

Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ equity and net loss for the period.

Earnings per Share

Earnings per Share

Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

Revenue Recognition

Revenue Recognition

We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured.

Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. We also generate revenue from commissions on bookings and sales of ancillary products and services.

Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).

Cost of Revenue

Cost of Revenue

Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors.

Selling and Promotions Expense

Selling and Promotions Expense

Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses.

Advertising Expense

Advertising Expense

Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the years ended February 29, 2020 and February 28, 2019, was $135,303 and $0, respectively.

Share Based Compensation

Share Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company recognizes compensation on a straight-line basis over the requisite service period for each award.

The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting awards (“ASU 2018-7”) on January 1, 2018. As a result, awards made to independent consultants/contractors on or subsequent to January 1, 2018 are measured based on the grant date closing price of the Company’s common stock consistent with awards made to the Company’s employees and directors. Unvested awards issued to independent consultants/ contractors as of the adoption date of January 1, 2018 were remeasured at the adoption date stock price. The Company will recognize the remaining unrecognized value of unvested awards over the remaining performance period, with no further remeasurement through the performance completion date. Prior to the adoption of ASU 2018-7, the Company determined that the fair value of the awards made to independent contractors would be measured based on the fair value of the equity instrument as it is more reliably measurable than the fair value of the consideration received. The Company used the grant date as the performance commencement date, and the measurement date was the date the services were completed, which was the vesting date. As a result, the Company recorded stock-based compensation for these awards over the vesting period on a straight-line basis with periodic adjustments during the vesting period for changes in the fair value of the awards. If there are any modifications or cancellations of the underlying unvested share-based awards, the Company may be required to accelerate, increase or cancel any remaining unrecognized or previously recorded stock-based compensation expense.

Warrant Modifications

Warrant Modifications

The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3 by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date.

Income Taxes

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 29, 2020, the Company’s income tax returns for tax years ending February 28, 2019, 2018, 2017, February 29, 2016 and February 28, 2015, 2014, 2013, and February 29, 2012 remain potentially subject to audit by the taxing authorities.

Monaker Group, Inc. follows the guidance of ASC 740, “Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No current tax provision has been made in the accompanying statement of income (loss) because no taxes are due currently or were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

Our effective tax rate was 25.5% for the years ended February 29, 2020 and February 28, 2019. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we have not incurred additional income tax expense during the February 29, 2020 and February 28, 2019 fiscal year-ends. The Company does not have exposure to tax on accumulated foreign earnings or an exposure from the repeal of foreign tax credits.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

○ Level 1 - Quoted prices in active markets for identical assets or liabilities.

○ Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

○ Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, notes receivable, net, accounts payable, accrued liabilities, notes payable, related parties, line of credit and certain other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments (see Note 13– Fair Value Measurements).

Recent Accounting Pronouncements

Recent Accounting Policies Adopted

Leases. In February 2016, the FASB issued new guidance related to accounting and reporting guidelines for leasing arrangements [Accounting Standards Update No. 2016-02, Leases (Topic 842) (the Update)]. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted and should be applied using a modified retrospective approach. We adopted this new guidance as of March 1, 2019.

The key difference between the previous guidance and the Update is the recognition of a right-to-use asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. Implementation of the Update will primarily impact the statement of financial position. It does not include provisions that would significantly impact the statements of operations or cash flows.

The Company’s leases are classified as operating leases. Therefore, the operating right-to-use asset and operating lease liability were recorded on the balance sheet. There is no impact to retained earnings upon adoption. Our monthly rent payment is recorded directly as an expense to the statement of operations and subsequently on the statement of cash flows.

Recent Accounting Pronouncements Not Yet Adopted

Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.

XML

Income Taxes (Tables)

12 Months Ended

Feb. 29, 2020

Income Tax Disclosure [Abstract]

Schedule of provision for income taxes

The provision for income taxes consists of the following components for the years ended February 29, 2020 and February 28, 2019:

		2020		2019
Current	$	—	$	—
Deferred		—		—
	$	—	$	—

Schedule of deferred income tax assets and liabilities

The components of deferred income tax assets and liabilities for the years ended February 29, 2020 and February 28, 2019, are as follows:

	2020			2019
Net operating loss carry-forwards	$	32,292,252		$	28,388,633
Equity based compensation		4,329,000			4,329,000
Amortization and impairment of intangibles		74,920			74,920
Total deferred assets		36,696,172			32,792,553
Valuation allowance		(36,696,172	)		(32,792,553	)
	$	—		$	—

Schedule of effective income tax rates

The effective tax rates for years ended February 29, 2020 and February 28, 2019 were computed by applying the federal and state statutory corporate tax rates as follows:

	2020		2019
Statutory Federal income tax rate	-21.0	%	-21.0	%
State taxes, net of Federal	-4.5	%	-4.5	%
Permanent difference	-1.0	%	7.4	%
Change in valuation allowance	26.5	%	18.1	%
	0	%	0	%

XML

Fair Value Measurements (Details Narrative) - USD ($)	Feb. 29, 2020	Feb. 28, 2019
Fair Value Disclosures [Abstract]
Embedded derivative, fair value of embedded derivative liability	$ 0	$ 0

XML

Stockholders' Equity (Details Narrative 1) - USD ($)										9 Months Ended	12 Months Ended		200 Months Ended
	Feb. 29, 2020	Apr. 25, 2019	Mar. 05, 2019	Feb. 28, 2019	Dec. 06, 2018	Nov. 29, 2018	Jul. 02, 2018	Jan. 29, 2018	Jul. 28, 2017	Nov. 29, 2018	Feb. 29, 2020	Feb. 28, 2019	Jan. 29, 2018	Oct. 19, 2019	Oct. 10, 2019	Oct. 02, 2019	Jul. 02, 2019	Apr. 30, 2019	Oct. 19, 2018	Jan. 10, 2018	May 25, 2001
Number of shares issued		1,000,500
Shares issued, value		$ 1,785,000									$ 1,785,930	$ 1,797,459
Common stock, issued	13,064,339			9,590,956							13,064,339	9,590,956
Common stock, outstanding	13,064,339			9,590,956							13,064,339	9,590,956
Warrant exercise price (in dollars per share)		$ 2.00
Proceeds from warrant exercised											$ 275,087	$ 385,875
Bettwork Industries, Inc. [Member]
Number of shares converted											750,000
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member]
Number of shares conversion				3,866,667
Outstanding principal balance	$ 190,000			$ 0							$ 190,000	0
Promissory note repurchased	2,133,333										2,133,333
Notes receivable face amount	2,900,000			2,900,000							2,900,000	2,900,000
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member]
Number of shares converted							1,000,000
Amended note receivable face amount														$ 230,000					$ 230,000
Outstanding principal balance	1,600,000			$ 1,600,000			$ 1,600,000				$ 1,600,000	$ 1,600,000
Promissory note repurchased							$ 2,133,333										$ 2,133,333
Notes receivable face amount															$ 200,000
Warrant [Member]
Number of shares issued											66,600
Shares issued, value											$ 132,000
Number of warrants granted												899,000
Derivative liability	$ 26,060										$ 26,060
Common stock, outstanding	1,347,391			1,730,941							1,347,391	1,730,941
Warrant exercise price (in dollars per share)	$ 3.32			$ 3.90							$ 3.32	$ 3.90						$ 2.00
Weighted average life												4 years 3 months 29 days
Warrant [Member] | Common Stock Subscriptions [Member]
Number of warrants granted											724,000
Common Stock [Member]
Number of shares issued											1,000,500	905,000
Shares issued, value											$ 10	$ 9
Number of shares conversion									1,495,689
Number of warrants exercised											122,350	147,000
Common Stock [Member] | Bettwork Industries, Inc. [Member]
Number of shares issued	6,081,427				428,572	428,572				428,572	1,535,714
Shares issued, value					$ 300,000	$ 300,000				$ 857,144
Number of shares converted							750,000
Common stock, outstanding	42,403,893										42,403,893
Stadlin Trust Common Stock and Warrant Agreement [Member] | Warrant [Member]
Number of warrants granted													9,800
Warrant exercise price (in dollars per share)								$ 2.625					$ 2.625								$ 5.125
Number of warrants exercised								29,800
Proceeds from warrant exercised								$ 78,225
Stadlin Trust Common Stock and Warrant Agreement [Member] | Common Stock [Member]
Number of shares issued								1,220
Securities Purchase Agreement [Member]
Number of shares issued												905,000
Shares issued, value												$ 1,900,500
Securities Purchase Agreement [Member] | Common Stock [Member]
Number of shares issued												905,000
Shares issued, value												$ 1,900,500
Securities Purchase Agreement [Member] | Common Stock [Member] | Warrant [Member] | Maximum [Member]
Warrant exercise price (in dollars per share)																$ 2.85
Securities Purchase Agreement [Member] | Common Stock [Member] | Warrant [Member] | Minimum [Member]
Warrant exercise price (in dollars per share)																$ 2.00
Warrant Purchase Agreement [Member] | Common Stock [Member]
Warrant exercise price (in dollars per share)				$ 5.00								$ 5.00
Private Placement [Member] | Warrant [Member]
Warrant exercise price (in dollars per share)																				$ 5.125
Underwritten Offering [Member]
Number of shares issued		1,000,500									1,000,500
Warrant exercise price (in dollars per share)		$ 2.00
Net proceeds from costs											$ 1,785,000
Underwriters [Member]
Number of shares issued											1,000,500
Shares issued, value											$ 2,001,000
Underwriters [Member] | Underwriting Agreement [Member]
Common stock, issued		130,500
Granted period		45 days
Monaco Investment Partners II, LP [Member]
Number of shares issued			35,750
Warrant exercise price (in dollars per share)			$ 2.85
Monaco Investment Partners II, LP [Member] | First Amendment To Warrant Agreement [Member] | Warrant [Member]
Number of shares issued			35,750
Monaco Investment Partners II, LP [Member] | First Amendment To Warrant Agreement [Member] | Warrant [Member] | Maximum [Member]
Warrant exercise price (in dollars per share)			$ 5.23
Monaco Investment Partners II, LP [Member] | First Amendment To Warrant Agreement [Member] | Warrant [Member] | Minimum [Member]
Warrant exercise price (in dollars per share)			$ 2.85
Mr. William Kerby Member]
Number of shares issued											25,000
Warrant exercise price (in dollars per share)	$ 2.00										$ 2.00
Simon Orange [Member]
Number of shares issued											75,000
Shares issued, value											$ 100,000
Roth Capital Partners LLC [Member] | Underwriting Agreement [Member]
Common stock, issued		870,000
Pacific Grove Capital LP (Pacific) [Member] | First Amendment To Warrant (Amendment) agreement [Member]
Warrant exercise price (in dollars per share)																				$ 2.625

XML

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Feb. 29, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Summary of Significant Accounting Policies

Note 1 – Description of Business and Summary of Significant Accounting Policies

Nature of Operations and Business Organization

Monaker Group, Inc. and its subsidiaries (“Monaker”, “we”, “our”, “us”, or “Company”) operate online marketplaces. We believe the most promising part of our business plan is the incorporation of Monaker’s proprietary white label Booking Engine and sizeable alternative lodging rental (ALR) properties into well-established marketplaces (i.e. a business-to-business (B2B) model) thereby facilitating easy access of alternative lodging rentals inventory to contracted global distributor partners.

The Company serves three major constituents: (1) property managers, (2) travelers and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Monaker Group, Inc. and all of its wholly and majority-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States. All significant intercompany transactions and balances have been eliminated in consolidation.

Business Segment

The Company has one operating segment consisting of various products and services related to its online marketplace of travel and accommodation rental listings.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, the valuation of stock options and, deferred income taxes.

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at February 29, 2020 and February 28, 2019.

Website Development Costs

The Company accounts for website development costs in accordance with ASC 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period.

Software Development Costs

The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

Impairment of Intangible Assets

In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following:

1. Significant underperformance compared to historical or projected future operating results.

2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business, and

3. Significant negative industry or economic trends.

When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $293,804 and $293,804 during the years ended February 29, 2020 and February 28, 2019, respectively.

Convertible Debt Instruments

The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt.

Derivative Instruments

The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument.

The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to determine the fair value of these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial period result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial period result in the application of non-cash derivative income.

Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the FASB determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for several outstanding warrants that contain down round features as derivative instruments.

Reclassification

Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ equity and net loss for the period.

Earnings per Share

Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

Revenue Recognition

We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured.

Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. We also generate revenue from commissions on bookings and sales of ancillary products and services.

Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).

Cost of Revenue

Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors.

Selling and Promotions Expense

Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses.

Advertising Expense

Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the years ended February 29, 2020 and February 28, 2019, was $135,303 and $0, respectively.

Share Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company recognizes compensation on a straight-line basis over the requisite service period for each award.

The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting awards (“ASU 2018-7”) on January 1, 2018. As a result, awards made to independent consultants/contractors on or subsequent to January 1, 2018 are measured based on the grant date closing price of the Company’s common stock consistent with awards made to the Company’s employees and directors. Unvested awards issued to independent consultants/ contractors as of the adoption date of January 1, 2018 were remeasured at the adoption date stock price. The Company will recognize the remaining unrecognized value of unvested awards over the remaining performance period, with no further remeasurement through the performance completion date. Prior to the adoption of ASU 2018-7, the Company determined that the fair value of the awards made to independent contractors would be measured based on the fair value of the equity instrument as it is more reliably measurable than the fair value of the consideration received. The Company used the grant date as the performance commencement date, and the measurement date was the date the services were completed, which was the vesting date. As a result, the Company recorded stock-based compensation for these awards over the vesting period on a straight-line basis with periodic adjustments during the vesting period for changes in the fair value of the awards. If there are any modifications or cancellations of the underlying unvested share-based awards, the Company may be required to accelerate, increase or cancel any remaining unrecognized or previously recorded stock-based compensation expense.

Warrant Modifications

The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3 by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date.

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 29, 2020, the Company’s income tax returns for tax years ending February 28, 2019, 2018, 2017, February 29, 2016 and February 28, 2015, 2014, 2013, and February 29, 2012 remain potentially subject to audit by the taxing authorities.

Monaker Group, Inc. follows the guidance of ASC 740, “Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No current tax provision has been made in the accompanying statement of income (loss) because no taxes are due currently or were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

Our effective tax rate was 25.5% for the years ended February 29, 2020 and February 28, 2019. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we have not incurred additional income tax expense during the February 29, 2020 and February 28, 2019 fiscal year-ends. The Company does not have exposure to tax on accumulated foreign earnings or an exposure from the repeal of foreign tax credits.

Fair Value of Financial Instruments

The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

○ Level 1 - Quoted prices in active markets for identical assets or liabilities.

○ Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

○ Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, notes receivable, net, accounts payable, accrued liabilities, notes payable, related parties, line of credit and certain other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments (see Note 13– Fair Value Measurements).

Recent Accounting Policies Adopted

Leases. In February 2016, the FASB issued new guidance related to accounting and reporting guidelines for leasing arrangements [Accounting Standards Update No. 2016-02, Leases (Topic 842) (the Update)]. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted and should be applied using a modified retrospective approach. We adopted this new guidance as of March 1, 2019.

The key difference between the previous guidance and the Update is the recognition of a right-to-use asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. Implementation of the Update will primarily impact the statement of financial position. It does not include provisions that would significantly impact the statements of operations or cash flows.

The Company’s leases are classified as operating leases. Therefore, the operating right-to-use asset and operating lease liability were recorded on the balance sheet. There is no impact to retained earnings upon adoption. Our monthly rent payment is recorded directly as an expense to the statement of operations and subsequently on the statement of cash flows.

Recent Accounting Pronouncements Not Yet Adopted

Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Feb. 29, 2020	Feb. 28, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized	3,000,000	3,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, authorized	500,000,000	500,000,000
Common stock, issued	13,064,339	9,590,956
Common stock, outstanding	13,064,339	9,590,956

XML

Earnings Per Share (Details) - USD ($)	12 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Income (Numerator)
Basic earnings (losses)	$ (9,454,686)	$ 4,298,563
Dilutive earnings	$ (9,454,686)	$ 4,298,563
Weighted Average Shares (Denominator)
Basic earnings (loss)	11,773,633	8,629,224
Dilutive earnings (loss)	11,773,633	8,629,224
Per Share Amount
Basic earnings (in dollars per share)	$ (0.80)	$ 0.50
Dilutive earnings (in dollars per share)	$ (0.80)	$ 0.50

XML

Website Development Costs and Intangible Assets (Details) - USD ($)	12 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Cost	$ 9,748,876	$ 4,684,340
Accumulated Amortization	3,036,329	2,742,525
Net Carrying Value	6,712,547	1,941,816
Trademarks [Member]
Cost - indefinite	6,283	6,100
Net Carrying Value	$ 6,283	$ 6,100
Website Platform [Member]
Remaining Useful Life	1 year	1 year
Cost	$ 400,000	$ 400,000
Accumulated Amortization	$ 400,000	$ 400,000
Contracts Domains Customer Lists [Member]
Remaining Useful Life	2 years	2 years
Cost	$ 1,199,447	$ 1,199,447
Accumulated Amortization	$ 1,199,447	$ 1,199,447
Website Platform [Member]
Remaining Useful Life	3 years	3 years
Cost	$ 37,657	$ 37,657
Accumulated Amortization	$ 37,657	$ 37,657
Website Development Costs [Member]
Remaining Useful Life	3 years	3 years
Cost	$ 883,776	$ 883,776
Accumulated Amortization	801,126	$ 507,322
Net Carrying Value	$ 82,650
Website Development Costs (not placed in service) [Member]
Remaining Useful Life	3 years	3 years
Cost	$ 1,559,262	$ 1,559,262
Net Carrying Value	$ 1,559,262	$ 1,559,262
Web Platform [Member]
Remaining Useful Life	4 years	4 years
Cost	$ 598,099	$ 598,099
Accumulated Amortization	$ 598,099	$ 598,099
Software Development Costs [Member]
Remaining Useful Life	3 years
Cost	$ 48,759
Accumulated Amortization	48,759
CIP - IDS Project [Member]
Cost	5,015,593
Accumulated Amortization	$ 5,015,593

XML

Going Concern (Details Narrative) - USD ($)	Feb. 29, 2020	Feb. 28, 2019
Going Concern
Accumulated deficit	$ 115,852,897	$ 106,398,211
Monthly cash requirement	300,000
Current liabilities	$ 4,078,849	$ 2,280,199

XML

Related Party Promissory Notes and Transactions (Details Narrative) - USD ($)																								1 Months Ended		2 Months Ended		5 Months Ended	9 Months Ended	12 Months Ended
	Feb. 29, 2020	Dec. 27, 2019	Dec. 09, 2019	Oct. 29, 2019	Aug. 14, 2019	Aug. 01, 2019	Jul. 12, 2019	Jun. 25, 2019	Jun. 14, 2019	Apr. 29, 2019	Apr. 25, 2019	Apr. 03, 2019	Mar. 28, 2019	Mar. 27, 2019	Feb. 14, 2019	Feb. 12, 2019	Feb. 04, 2019	Dec. 06, 2018	Nov. 29, 2018	Sep. 26, 2018	Aug. 23, 2018	Aug. 14, 2018	Jul. 28, 2018	Apr. 30, 2019	Mar. 31, 2019	Aug. 14, 2019	Apr. 30, 2019	Feb. 28, 2019	Nov. 29, 2018	Aug. 09, 2020	Jun. 17, 2020	Feb. 29, 2020	Feb. 28, 2019	Aug. 31, 2019	Aug. 09, 2019	Mar. 05, 2019	Aug. 31, 2018	Jul. 02, 2018
Number of warrants											724,000
Warrants exercise price											$ 2.00
Warrants prior exercise price											$ 2.85
Number of shares issued											1,000,500
Shares issued, value											$ 1,785,000																					$ 1,785,930	$ 1,797,459
Share price (in dollars per share)											$ 2.00																							$ 2.15
Promissory note issued																																	$ 1,600,000
Revolving Monaco Trust Note [Member]
Due to related party	$ 1,200,000																															1,200,000
Current borrowing capacity	1,400,000																															1,400,000
Remaining borrowing capacity	$ 1,300,000																															$ 1,300,000
Public Offering [Member]
Number of shares issued											870,000
Over Allotment Option [Member]
Number of shares issued											130,500
Share price (in dollars per share)											$ 2.00
Common Stock [Member]
Number of shares issued																																1,000,500	905,000
Shares issued, value																																$ 10	$ 9
Share price (in dollars per share)	$ 0.043																											$ 0.043				$ 0.043	$ 0.043
Bettwork Industries, Inc. [Member] | Common Stock [Member]
Debt instrument, convertible, conversion price																																						$ 0.75
Number of shares issued	6,081,427																	428,572	428,572										428,572			1,535,714
Shares issued, value																		$ 300,000	$ 300,000										$ 857,144
Share price (in dollars per share)	$ 0.70																	$ 0.70	$ 0.70									$ 0.70	$ 0.70			$ 0.70	$ 0.70				$ 0.70
Monaco Trust Note [Member]
Debt instrument, interest rate upon default, percentage																							18.00%
Debt instrument, interest rate, stated percentage rate																							12.00%
Aggregate principal balance																							$ 300,000
Second Monaco Trust Note [Member]
Debt instrument, interest rate upon default, percentage																					18.00%
Debt instrument, interest rate, stated percentage rate																					12.00%
Aggregate principal balance																					$ 300,000
Kerby Note [Member]
Debt instrument, interest rate upon default, percentage																						18.00%
Debt instrument, interest rate, stated percentage rate																						12.00%
Aggregate principal balance																						$ 20,000
Donald P. Monaco Insurance Trust [Member]
Related party borrowing					$ 350,000	$ 100,000	$ 50,000	$ 200,000						$ 250,000	$ 200,000		$ 150,000				$ 300,000		$ 200,000			$ 700,000
Repayment of related party borrowing										$ 600,000
Due to related party																												$ 600,000					$ 600,000
Debt instrument, interest rate upon default, percentage																	18.00%
Debt instrument, interest rate, stated percentage rate																	12.00%
Number of warrants																																				35,750
Warrants exercise price																																				$ 2.85
Warrants prior exercise price																																				$ 5.23
Aggregate principal balance			$ 700,000														$ 700,000
William Kerby [Member]
Related party borrowing												$ 125,000								$ 7,500		$ 20,000
Debt instrument, interest rate upon default, percentage												18.00%
Debt instrument, interest rate, stated percentage rate												12.00%
Number of shares issued																														5,042,373	12,812
Shares issued, value																														$ 119,000	$ 41,000
Share price (in dollars per share)																																			$ 0.0236
Bonus percentage of annual salary									40.00%
Annual salary									$ 400,000
Bonus amount									$ 160,000
William Kerby [Member] | Over Allotment Option [Member]
Number of shares issued											25,000
Omar Jimenez [Member]
Related party borrowing																								$ 112,000	$ 328,000		$ 440,000	607,000
Repayment of related party borrowing										$ 306,000			$ 250,000															491,000
Due to related party																												$ 116,000					116,000
Mr. Donald P. Monaco [Member] | Over Allotment Option [Member]
Number of shares issued											75,000
Mr. Donald P. Monaco [Member] | Promissory Note [Member]
Related party borrowing		$ 300,000	200,000													$ 200,000
Aggregate principal balance	$ 2,700,000																															$ 2,700,000
Promissory note issued			$ 2,700,000
Simon Orange [Member]
Number of shares issued																																6,250
Shares issued, value																																$ 20,063
Simon Orange [Member] | Over Allotment Option [Member]
Number of shares issued											100,000
Robert J. Mendola, Jr [Member] | Promissory Note [Member]
Debt instrument, interest rate upon default, percentage				18.00%
Debt instrument, interest rate, stated percentage rate				12.00%
Debt instrument, issue discount, percentage				2.00%
Promissory note issued				$ 150,000
Pasquale LaVecchia [Member] | Promissory Note [Member]
Debt instrument, interest rate upon default, percentage				18.00%
Debt instrument, interest rate, stated percentage rate				12.00%
Debt instrument, issue discount, percentage				2.00%
Promissory note issued				$ 25,000
Series A Preferred Stock [Member]
Dividends in arrears																																$ 1,102,066	$ 1,102,066
Series A Preferred Stock [Member] | Verus International Inc [Member]
Number of shares issued				25,562,500
Shares issued, value				$ 425,000
Series A Preferred Stock [Member] | Verus International Inc [Member] | Monaco Investment Partners, LP and Mr. Orange [Member]
Number of shares issued				12,500,000
Series A Preferred Stock [Member] | Verus International Inc [Member] | Mr. Kerby [Member]
Number of shares issued				1,562,500

XML

Line of Credit

12 Months Ended

Feb. 29, 2020

Line Of Credit

Line of Credit

Note 7 – Line of Credit

On June 15, 2016, we entered into a revolving line of credit agreement with Republic Bank, Inc. of Duluth, Minnesota (“Republic”), in the maximum amount of $1,000,000. Amounts borrowed under the line of credit accrue interest at the Wall Street Journal U.S. Prime Rate plus 1% (updated daily until maturity), payable monthly in arrears beginning on July 15, 2016. Any amounts borrowed under the line of credit are originally due on June 15, 2017; however, on June 12, 2017, the line of credit was extended for 90 days through September 13, 2017. On December 22, 2016, the revolving line of credit was increased to $1,200,000; all other terms of the revolving line of credit remained unchanged. On September 15, 2017, we entered into a replacement revolving line of credit agreement with Republic, which replaced and superseded the prior line of credit with Republic. The replacement extended the due date of the Line of Credit to September 15, 2018. On September 15, 2018, we entered into a replacement revolving line of credit agreement with Republic, which replaced and superseded the prior line of credit with Republic. The Line of Credit remains at $1.2 million, which borrowed amount was due and payable by us on September 15, 2019.

On September 16, 2019, the Company entered into a commercial debt modification agreement with Republic Bank to extend the maturity date of the line of credit to December 15, 2019. On December 6, 2019, the Company entered into another commercial debt modification agreement with Republic Bank (now known as National Bank of Commerce after the merger) to extend the maturity date of the line of credit to June 30, 2020. The line of credit, as amended and extended, provides that amounts borrowed under the line of credit accrue interest at the Wall Street Journal U.S. Prime Rate plus 1% (updated daily until maturity), payable monthly in arrears beginning on September 28, 2018. The loan contains standard and customary events of default and no financial covenants. As of February 29, 2020, and February 28, 2019, $1,192,716 and $1,193,000, respectively, is outstanding under the line of credit.

Interest expense charged to operations relating to this line of credit was $74,858 and $72,939, respectively for the years ended February 29, 2020 and February 28, 2019. The Company has accrued interest as of February 29, 2020 and February 28, 2019 of $-0- and $-0-, respectively.

XML

Commitments and Contingencies

12 Months Ended

Feb. 29, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11 – Commitments and Contingencies

Our executive, administrative and operating offices are primarily located in Weston, Florida where we leased approximately 2,500 square feet of office space at 2690 Weston Road, Suite 200, Weston, Florida 33331. In accordance with the terms of the office space lease agreement, the Company was renting the commercial office space, for a term of three years from January 1, 2016 through December 31, 2018. Monthly rental costs for calendar years 2017, 2018 and 2019 were $6,695, $6,896 and $6,243, respectively per month.

The office lease described above terminated early on March 31, 2018, at the request of the landlord, without penalties to the Company. The Company entered into a new contract for new office space encompassing approximately 2,500 square feet at 2893 Executive Park Drive Suite 201, Weston, Florida 33331. The lease has a term of three years from April 15, 2018 through April 14, 2021. Monthly rental costs for the periods ending April 14, 2019, 2020 and 2021 are $6,243, $6,492 and $6,781, respectively.

On October 1, 2019, the Company entered into a new contract for a new call center, approximately 4,048 square feet, at 6345 South Pecos Road, Suite 206, 207, and 208, Las Vegas, Nevada 89120. The lease has a term of one year from October 1, 2019 through September 30, 2020. Monthly base rental costs; (i) $ 3,643 from October 1, 2019 through November 30, 2019 (ii) $3,789 from December 1, 2019 through September 30, 2020. The rent also includes the monthly payment of the operating expenses (Tenant’s Proportionate Share of the Building and/or Project) which cost approximately $1,100 per month.

The rent for the years ended February 29, 2020 and February 28, 2019 was $77,659 and $76,191, respectively. The call center rental payments through February 29, 2020 amount to $13,200.

The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities:

	Current		Long-term
	FYE 2021		FYE 2022			Totals
Office Leases	$	121,879	$	10,171	$		$	132,050
Other		7,940		—				7,940
Totals	$	129,819	$	10,171	$		$	139,990

The Company is committed to pay three to six months’ severance in the case of termination or death to certain key officers, and up to 12 months upon a termination in connection with a change in control in some cases.

 Nasdaq Letters

On February 11, 2019, the Company received a letter (the “Letter”) from The Nasdaq Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, as a result of the resignation from the Board of Directors of the Company, on January 23, 2019, of Mr. Robert J. Post, the Company no longer complies with Nasdaq’s independent director requirement as set forth in Listing Rule 5605 which requires, among other things, that a majority of the Company’s Board of Directors be comprised of “independent directors” as defined in Rule 5605, and because as a result of Mr. Post’s resignation, the Company’s Board of Directors no longer consists of majority independent members, the Company is not in compliance with Listing Rule 5605.

Notwithstanding such non-compliance, Nasdaq has provided the Company a cure period in order to regain compliance as follows:

● until the earlier of the Company’s next annual shareholders’ meeting or January 23, 2020; or

● if the next annual shareholders’ meeting is held before July 22, 2019, then the Company must evidence compliance no later than July 22, 2019.

The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than the applicable date above. In the event the Company does not regain compliance by such date, Nasdaq rules require the Nasdaq staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel.

On August 15, 2019, Rupert Duchesne and Jamie Mendola were elected as directors of the Company at the annual meeting of Stockholders.

On August 21, 2019, Nasdaq notified the Company that (i) as a result of the appointments of Mr. Duchesne and Mendola to the Company’s Board of Directors; and (ii) because the Company held a combined 2019/2020 annual meeting of shareholders on August 15, 2019, the Company was back in full compliance with all of Nasdaq’s rules for continued listing.

Legal Matters

The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

On March 28, 2016, the Company was presented with a Demand for Arbitration, pursuant to Rule 4(a) of the American Arbitration Association Commercial Rules of Arbitration, whereby Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) are arguing that $700,000 is due to them, even though they have already been paid said amounts through preferred shares that were issued as a guarantee and which Claimants converted into shares of common stock. In connection with the purchase of the stock of the entity that eventually became RealBiz Media Group, Inc. (and subsequently Verus International, Inc.), the Company issued 380,000 shares of Monaker Series D Preferred Stock shares with a value of $1,900,000, which was considered the $1,200,000 value of the stock portion of the purchase price, and was also meant to guaranty the payment of the balance of $700,000. The Company contends that the obligation to pay the $700,000 was extinguished with the conversion of the Monaker Series D Preferred Stock shares into shares of common stock. The date for arbitration has not been set and the Company will vehemently defend its position.

The Company is unable to determine the estimate of the probable or reasonable possible loss or range of losses arising from the above legal proceeding; proceeding; however, the Company denies the plaintiffs’ claims and intends to vehemently defend itself against the allegations. As of the date of this report, the Company has not received any correspondence regarding this proceeding for several years.

On December 9, 2016, a class action lawsuit McLeod v. Monaker Group, Inc. et al (Case No.: 0:16-cv-62902-WJZ) was filed against us, William Kerby, our Chief Executive Officer and director, Donald Monaco, our Chairman, and D’Arelli Pruzansky, P.A., our former auditor, in the U.S. District Court for the Southern District of Florida on behalf of persons who purchased our common stock and exercised options between April 6, 2012 and June 23, 2016 (the “Class Period”). The lawsuit focused on whether the Company and its executives violated federal securities laws and whether the Company’s former auditor was negligent, and made allegations regarding the activities of certain Company executives. The lawsuit alleged and estimated total shareholders losses totaling approximately $20,000,000. The lawsuit stemmed from the Company’s announcement in June 2016 that it would have to restate its financial statements due to issues related to the Company’s investment in Verus. On February 16, 2017, we filed a Motion to Dismiss the lawsuit and on March 3, 2017, the Court entered an order staying discovery and all other proceedings pending resolution of the Motion to Dismiss. On March 16, 2017, the plaintiffs responded to the Motion to Dismiss, and on March 30, 2017, we filed a Reply memorandum in support of our Motion to Dismiss. On January 24, 2018, the Court granted our Motion to Dismiss and dismissed Plaintiff’s complaint and gave Plaintiff leave to file an amended complaint. On February 23, 2018, Mr. McLeod, joined by new plaintiff, Ronald Mims, filed an Amended Complaint with the same allegations of security fraud as alleged in the original complaint. On March 29, 2018, we filed a Motion to Dismiss Plaintiffs’ Amended Complaint, which the Plaintiffs filed a response to. On September 26, 2018, the parties amicably resolved the matter, resulting in the plaintiffs voluntarily dismissing the lawsuit with prejudice as reflected by a Final Order of Dismissal of the court on such date.

On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“Nestbuilder”) and American Stock Transfer & Trust Company, LLC (“AST”) relating to the dismissal with prejudice of certain pending lawsuits with Verus, including Case No.: 1:16-cv-24978- DLG in the United States District Court for the Southern District of Florida. As part of the Settlement Agreement, Monaker agreed to pay Nestbuilder $100,000 and to issue 20,000 shares of Monaker’s restricted common stock to person(s) to be designated by Nestbuilder; Verus reinstated to Monaker 44,470,101 shares of Verus Series A Convertible Preferred Stock and ratified all rights under the Certificate of Designation as reformed and amended (to provide for a conversion ratio of 1 share of Verus common stock for each 1 share of Verus Series A preferred stock converted) and remove any dividend obligations. The Verus designation was also amended to provide us with anti-dilution protection below $0.05 per share. Also, as part of the Settlement Agreement, Monaker received 49,411 shares of common stock of Nestbuilder. The agreement further provided for each party to dismiss the above referenced lawsuits with prejudice and for general releases from each party. As a result of the settlement, (i) the investment in equity securities, representing 44,470,101 shares of Verus Series A Preferred Stock, is recorded at $0 as of February 28, 2019, and (ii) the investment in equity securities, representing 49,411 shares of Nestbuilder’s common stock, is recorded at $0 as of February 28, 2019. As of February 29, 2020, the Company owned the 61,247,139 remaining shares of Verus’s common stock at $0.016 per share valued at $979,954.

On March 14, 2014, a lawsuit was filed by Lewis Global Partners in the Circuit Court for Broward County, Florida CASE NO. LACE 14-005009 005009 alleging breach of contract and breach of implied covenant of good faith and fair dealing. In particular the lawsuit alleged that:

● In or around July 2, 2012 the plaintiff, Lewis Global Partners, LLC (Lewis Global), entered into a Subscription Agreement with us. The Subscription Agreement provided that Lewis Global would pay $13,500 in services rendered in consideration for 2,700 shares of Series B Preferred Stock (the “Preferred B Shares”). The-Subscription Agreement also provided Conversion Rights to convert each $5.00 Preferred B Share into either shares of the Company or 100 shares of ‘Next 1 Realty’ (our then wholly-owned real estate division, which subsequently became Verus).

● On or around June 10, 2013, plaintiff sent a Notice of Conversion to the Company and requested to convert its Preferred B Shares into 270,000 shares of common stock of Verus.

● The Company failed to deliver the 270,000 shares of common stock of Versus and because at the time of the Notice of Conversion the common stock in Verus was approximately $2.65 per share, the damages Lewis Global alleged are due total $715,500, provided that the value has depreciated significantly since the time of the Notice of Conversion.

On April 5, 2019, we entered into a Settlement Agreement with Lewis Global relating to the dismissal with prejudice of certain pending lawsuit with Lewis Global. The agreement further provided for general releases from each party.

Contractual Settlement

On January 28, 2020, the Company entered into a Settlement Agreement with CorProminence, LLC (“COR”), a New York limited liability company, relating to the marketing and consulting agreement dated December 24, 2018. The Company agreed to pay COR; (i) 50,000 restricted shares of common stock of the Company which were already issued on December 24, 2018 when the agreement was signed, (ii) $15,000 payable on or before January 31, 2020, (iii) $85,000 payable in eleven (11) equal consecutive monthly installments of $7,727.27 to settle the matter.

XML

Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Amortization expense of intangible assets	$ 293,804	$ 293,804
Advertising expense	$ 135,303	0
U.S. tax corporate tax rate	21.00%
Proviously U.S. tax corporate tax rate	35.00%
Effective tax rate	25.50%
Convertible promissory notes with embedded conversion options	$ 0	$ 0
Website Development Costs [Member]
Estimated useful life	3 years

XML

Earnings Per Share

12 Months Ended

Feb. 29, 2020

Weighted average number of common shares outstanding

Earnings Per Share

Note 15 – Earnings Per Share

The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years:

For the year ended February 29, 2020:	Income (Numerator)			Weighted Average Shares (Denominator)		Per Share Amount
Basic earnings	$	(9,454,686	)		11,773,633	$	(0.80	)
Effect of dilutive securities		—			—		—
Dilutive earnings	$	(9,454,686	)		11,773,633	$	(0.80	)
For the year ended February 28, 2019:
Basic earnings (losses)	$	4,298,563			8,629,224	$	0.50
Effect of dilutive securities		—			—		—
Dilutive earnings	$	4,298,563			8,629,224	$	0.50

Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per common share is not presented because it is anti-dilutive.

XML

Stockholders' Equity (Tables)

12 Months Ended

Feb. 29, 2020

Stockholders' Equity Note [Abstract]

Schedule of common stock purchase warrants and changes in warrants outstanding

The following table sets forth common stock purchase warrants outstanding as of February 29, 2020, and February 28, 2019, and changes in such warrants outstanding for the years ending February 29, 2020 and February 28, 2019:

	Warrant			Weighted Average Exercise
Outstanding, February 28, 2018		1,118,941		$	5.27
Warrants granted		899,000		$	2.85
Warrants exercised/forfeited/expired		(287,000	)	$	(4.22	)
Outstanding, February 28, 2019		1,730,941		$	3.90
Warrants granted		—		$	—
Warrants exercised/forfeited/expired		(383,550	)	$	(3.70	)
Outstanding, February 29, 2020		1,347,391		$	3.32
Common stock issuable upon exercise of warrants		1,347,391		$	3.32

Schedule of common stock issuable upon exercise of warrants outstanding and warrants exercisable

		Common Stock Issuable Upon Exercise of Warrants Outstanding				Common Stock Issuable Upon Warrants Exercisable
Range of Exercise Prices		Number Outstanding at February 29, 2020	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price	Number Exercisable at February 29, 2020		Weighted Average Exercise Price
$	2.00	637,400	3.59	$	2.00	637,400	$	2.00
$	2.85	175,000	1.25	$	2.85	175,000	$	2.85
$	3.75	30,000	0.29	$	3.75	30,000	$	3.75
$	5.00	72,320	0.06	$	5.00	72,320	$	5.00
$	5.13	411,671	2.23	$	5.13	411,671	$	5.13
$	5.25	—	—	$	—	—	$	—
$	5.63	21,000	2.28	$	5.63	21,000	$	5.63
$	6.25	—	—	$	—	—	$	—
$	7.50	—	—	$	—	—	$	—
		1,347,391	2.30	$	3.32	1, 347,391	$	3.32

XML

Commitments and Contingencies (Details)	Feb. 29, 2020 USD ($)
FY 2021	$ 129,819
FY 2022	10,171
Totals	139,990
Leases [Member]
FY 2021	121,879
FY 2022	10,171
Totals	132,050
Other [Member]
FY 2021	7,940
FY 2022
Totals	$ 7,940

XML

Stockholders' Equity (Details 1) - Warrant [Member]	12 Months Ended
	Feb. 29, 2020 $ / shares shares
Warrants Outstanding, Number Outstanding | shares	1,347,391
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years)	2 years 3 months 18 days
Warrants Outstanding, Weighted Average Exercise Price | $ / shares	$ 3.32
Warrants Exercisable, Number Exercisable | shares	1,347,391
Warrants Exercisable, Weighted Average Exercise Price | $ / shares	$ 3.32
Exercise Price $2.00 [Member]
Warrants Outstanding, Number Outstanding | shares	637,400
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years)	3 years 7 months 2 days
Warrants Outstanding, Weighted Average Exercise Price | $ / shares	$ 2
Warrants Exercisable, Number Exercisable | shares	637,400
Warrants Exercisable, Weighted Average Exercise Price | $ / shares	$ 2
Exercise Price $2.85 [Member]
Warrants Outstanding, Number Outstanding | shares	175,000
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years)	1 year 3 months
Warrants Outstanding, Weighted Average Exercise Price | $ / shares	$ 2.85
Warrants Exercisable, Number Exercisable | shares	175,000
Warrants Exercisable, Weighted Average Exercise Price | $ / shares	$ 2.85
Exercise Price $3.75 [Member]
Warrants Outstanding, Number Outstanding | shares	30,000
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years)	3 months 14 days
Warrants Outstanding, Weighted Average Exercise Price | $ / shares	$ 3.75
Warrants Exercisable, Number Exercisable | shares	30,000
Warrants Exercisable, Weighted Average Exercise Price | $ / shares	$ 3.75
Exercise Price $5.00 [Member]
Warrants Outstanding, Number Outstanding | shares	72,320
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years)	22 days
Warrants Outstanding, Weighted Average Exercise Price | $ / shares	$ 5
Warrants Exercisable, Number Exercisable | shares	72,320
Warrants Exercisable, Weighted Average Exercise Price | $ / shares	$ 5
Exercise Price $5.13 [Member]
Warrants Outstanding, Number Outstanding | shares	411,671
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years)	2 years 2 months 23 days
Warrants Outstanding, Weighted Average Exercise Price | $ / shares	$ 5.13
Warrants Exercisable, Number Exercisable | shares	411,671
Warrants Exercisable, Weighted Average Exercise Price | $ / shares	$ 5.13
Exercise Price $5.63 [Member]
Warrants Outstanding, Number Outstanding | shares	21,000
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years)	2 years 3 months 11 days
Warrants Outstanding, Weighted Average Exercise Price | $ / shares	$ 5.63
Warrants Exercisable, Number Exercisable | shares	21,000
Warrants Exercisable, Weighted Average Exercise Price | $ / shares	$ 5.63

XML

Income Taxes (Details 1) - USD ($)	Feb. 29, 2020	Feb. 28, 2019
Income Tax Disclosure [Abstract]
Net operating loss carry-forwards	$ 32,292,252	$ 28,388,633
Equity based compensation	4,329,000	4,329,000
Amortization and impairment of intangibles	74,920	74,920
Total deferred assets	36,696,172	32,792,553
Valuation allowance	(36,696,172)	(32,792,553)
Net deferred tax assets (liabilities)

XML

Income Taxes

12 Months Ended

Feb. 29, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Note 14 – Income Taxes

Monaker follows the guidance of ASC 740, “Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary differences between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry- forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

The provision for income taxes consists of the following components for the years ended February 29, 2020 and February 28, 2019:

		2020		2019
Current	$	—	$	—
Deferred		—		—
	$	—	$	—

The components of deferred income tax assets and liabilities for the years ended February 29, 2020 and February 28, 2019, are as follows:

	2020			2019
Net operating loss carry-forwards	$	32,292,252		$	28,388,633
Equity based compensation		4,329,000			4,329,000
Amortization and impairment of intangibles		74,920			74,920
Total deferred assets		36,696,172			32,792,553
Valuation allowance		(36,696,172	)		(32,792,553	)
	$	—		$	—

The income tax provision differs from the expense that would result from applying statutory rates to income before income taxes principally because of the valuation allowance on net deferred tax assets for which realization is uncertain.

The effective tax rates for years ended February 29, 2020 and February 28, 2019 were computed by applying the federal and state statutory corporate tax rates as follows:

	2020		2019
Statutory Federal income tax rate	-21.0	%	-21.0	%
State taxes, net of Federal	-4.5	%	-4.5	%
Permanent difference	-1.0	%	7.4	%
Change in valuation allowance	26.5	%	18.1	%
	0	%	0	%

The valuation allowance has decreased by $3,903,619 for the fiscal year ended 2020 primarily as a result of a current year tax loss of $3,903,619 which increased net operating loss carryforward to $32,292,252 at February 29, 2020, from $28,388,633 at February 28, 2019. There is $0 increase in amortization of intangibles at February 29, 2020, which was $74,920 at February 28, 2019.

The net operating loss (“NOL”) carry-forward balance as of February 29, 2020 is approximately $45 million expiring between 2029 and 2039. Management has reviewed the provisions of ASC 740 regarding assessment of their valuation allowance on deferred tax assets and based on that criteria determined that it does not have sufficient taxable income to offset those assets. Therefore, management has assessed the realization of the deferred tax assets and has determined that it is more likely than not that they will not be realized and has provided a full valuation allowance against these assets. The utilization of the NOL’s may be limited by Internal Revenue Code Section 382 which restricts annual utilization following a greater than 50% change in ownership.

At the adoption date the Company applied ASC 740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC 740, the Company did not recognize a material increase in the liability for uncertain tax positions as of February 29, 2020.

XML

Website Development Costs and Intangible Assets (Tables)

12 Months Ended

Feb. 29, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets, both acquired and developed, including accumulated amortization

The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 29, 2020 and February 28, 2019:

February 29, 2020

	Useful Life	Cost		Accumulated Amortization		Net Carrying Value
Website platform	1.0 years	$	400,000	$	400,000	$	—
Contracts, domains, customer lists	2.0 years		1,199,447		1,199,447		—
Website platform	3.0 years		37,657		37,657		—
Website development costs	3.0 years		883,776		801,126		82,650
Website development costs (not placed in service)	3.0 years		1,559,262		—		1,559,262
Web platform	4.0 years		598,099		598,099		—
Trademark	Indefinite		6,283		—		6,283
Software Development Costs	3.0 years		48,759				48,759
CIP – IDS Project			5,015,593		—		5,015,593
		$	9,748,876	$	3,036,329	$	6,712,547

February 28, 2019

	Useful Life	Cost		Accumulated Amortization		Net Carrying Value
Website platform	1.0 years	$	400,000	$	400,000	$	—
Contracts, domains, customer lists	2.0 years		1,199,447		1,199,447		—
Website platform	3.0 years		37,657		37,657		—
Website development costs	3.0 years		883,776		507,322		376,454
Website development costs (not placed in service)	3.0 years		1,559,262		—		1,559,262
Web platform	4.0 years		598,099		598,099		—
Trademark	Indefinite		6,100		—		6,100
		$	4,684,340	$	2,742,525	$	1,941,816

XML

Earnings Per Share (Tables)

12 Months Ended

Feb. 29, 2020

Weighted average number of common shares outstanding

Schedule of numerators and denominators of basic and diluted earnings per share

The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years:

For the year ended February 29, 2020:	Income (Numerator)			Weighted Average Shares (Denominator)		Per Share Amount
Basic earnings	$	(9,454,686	)		11,773,633	$	(0.80	)
Effect of dilutive securities		—			—		—
Dilutive earnings	$	(9,454,686	)		11,773,633	$	(0.80	)
For the year ended February 28, 2019:
Basic earnings (losses)	$	4,298,563			8,629,224	$	0.50
Effect of dilutive securities		—			—		—
Dilutive earnings	$	4,298,563			8,629,224	$	0.50

XML

Income Taxes (Details 2)	12 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Income Tax Disclosure [Abstract]
Statutory Federal income tax rate	(21.00%)	(21.00%)
State taxes, net of Federal	(4.50%)	(4.50%)
Permanent difference	(1.00%)	7.40%
Change in valuation allowance	26.50%	18.10%
Effective Income Tax Rate Reconciliation, Percent, Total	0.00%	0.00%

XML

Commitments and Contingencies (Details Narrative) - USD ($)									2 Months Ended	10 Months Ended	12 Months Ended
	Jan. 28, 2020	Apr. 25, 2019	Dec. 22, 2017	Mar. 28, 2017	Feb. 28, 2014	Jul. 09, 2013	Jun. 10, 2013	Jul. 02, 2012	Nov. 30, 2019	Sep. 30, 2020	Sep. 30, 2020	Feb. 29, 2020	Feb. 28, 2019
Lease agreement term													3 years
Rent expense									$ 3,643			$ 77,659	$ 76,191
Future minimum rental payments												$ 13,200
Number of preferred share issued												0	0
Value of preferred shares issued
Monthly rent 2017												6,695
Monthly rent 2018												6,896
Monthly rent 2019												6,243
Monthly rent 2020												6,492
Monthly rent 2021												$ 6,781
Number of shares issued		1,000,500
Amount of anti-dilution protection per shares (in dollar per shares)												$ 0.016
Common Stock [Member]
Number of shares issued												1,000,500	905,000
Settlement Agreement [Member]
Number of shares issued													20,000
Settlement Agreement [Member] | Restricted Stock [Member]
Description of litigation	when the agreement was signed, (ii) $15,000 payable on or before January 31, 2020, (iii) $85,000 payable in eleven (11) equal consecutive monthly installments of $7,727.27 to settle the matter.
Number of shares issued	50,000
Settlement amount	$ 15,000
Management [Member]
Counter claim amount													$ 20,000,000
Domacile litigation													U.S. District Court for the Southern District of Florida
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Settlement Agreement [Member]
Value of preferred shares issued													$ 0
Number of shares issued			49,411
Settlement amount			$ 100,000
Amount of anti-dilution protection per shares (in dollar per shares)			$ 0.05
Lewis Global Partners [Member] | Common Stock [Member]
Number of share fail to deliver												270,000
Damage alleged due												$ 715,500
Series A Preferred Stock [Member]
Number of preferred share issued												0
Description of conversion rights					(a) a fixed price of $1.25 per share; and (b) the lowest price the Company has issued stock as part of a financing after January 1, 2006.	elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock”), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financing such as new debt and equity financing and stock issuances as well as existing debt conversions into stock.						● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of: a) $62.50 per share; or b) at the lowest price the Company has issued stock as part of a financing; or ● convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock.
Series A Preferred Stock [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Settlement Agreement [Member]
Value of preferred shares issued													$ 0
Number of shares issued			44,470,101
Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member] | Subscription Agreement [Member]
Number of preferred share issued								2,700
Value of preferred shares issued								$ 13,500
Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member] | Lewis Global Partners [Member]
Description of conversion rights								Each $5.00 Preferred B Share into either shares of the Company or 100 shares of ‘Next 1 Realty’ (our then wholly-owned real estate division, which subsequently became Verus).
Conversion price (in dollars per share)								$ 2.65
Number of share upon conversion							270,000
Demand For Arbitration Litigation [Member] | Non-Voting Series D 10% Cumulative Convertible Preferred Stock [Member]
Claim amount				$ 700,000
Name of the claimants				Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants)
Demand For Arbitration Litigation [Member] | Non-Voting Series D 10% Cumulative Convertible Preferred Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member]
Number of preferred share issued				380,000
Value of preferred shares issued				$ 1,900,000
Actual value of preferred shares				1,200,000
Balance value of preferred shares				$ 700,000
Subsequent Event [Member]
Lease agreement term											1 year
Rent expense										$ 3,789

XML

Stockholders' Equity (Details Narrative) - USD ($)													1 Months Ended	12 Months Ended
	Jan. 28, 2020	Apr. 25, 2019	Sep. 22, 2018	Jul. 31, 2018	Feb. 06, 2018	Sep. 22, 2017	Sep. 13, 2017	Jul. 31, 2017	Jul. 28, 2017	Aug. 26, 2016	Feb. 28, 2014	Jul. 09, 2013	Jun. 28, 2018	Feb. 29, 2020	Feb. 28, 2019	Aug. 31, 2019	Apr. 30, 2019
Preferred stock, authorized														3,000,000	3,000,000
Preferred stock, par value (in dollars per share)														$ 0.01	$ 0.01
Preferred stock, issued														0	0
Preferred stock, outstanding														0	0
Common stock, issued														13,064,339	9,590,956
Common stock, outstanding														13,064,339	9,590,956
Number of shares issued		1,000,500
Shares issued, value		$ 1,785,000												$ 1,785,930	$ 1,797,459
Number of shares issued for services, value														$ 404,650	$ 315,000
Number of shares canceled and retired													140,000
Number of shares canceled and retired, value													$ 1,039,500
Offering price (in dollars per share)		$ 2.00														$ 2.15
Number of shares warrants maybe converted (shares)		724,000
Exercise price of warrant		$ 2.00
Reverse stock split					1-for-2.5		a ratio of between one-for-one and one-for-four
Employee [Member]
Number of shares issued for services															15,000
Number of shares issued for services, value															$ 21,300
Mr. William Kerby [Member]
Number of shares issued															25,000
Shares issued, value															$ 38,500
Non-Executive Board Members [Member]
Number of shares issued															270,000
Shares issued, value															$ 353,700
Underwriter's [Member]
Number of shares issued														1,000,500
Shares issued, value														$ 2,001,000
Offering price (in dollars per share)														$ 2.00
Mr. Donald P. Monaco [Member]
Number of shares issued for services														7,500
Number of shares issued for services, value														$ 24,075
Number of shares issued for services rendered														7,500
Number of shares issued for services rendered, value														$ 19,800
Number of shares issued for services rendered														7,500
Number of shares issued for services rendered, value														$ 16,200
Number of shares issued for services rendered														7,500
Number of shares issued for services rendered														$ 15,075
Mr. Simon Orange [Member]
Number of shares issued														6,250
Shares issued, value														$ 20,063
Number of shares issued for services rendered														6,250
Number of shares issued for services rendered, value														$ 16,500
Number of shares issued for services rendered														6,042
Number of shares issued for services rendered, value														$ 13,051
Number of shares issued for services rendered														5,000
Number of shares issued for services rendered														$ 10,050
Mr. Doug Checkeris [Member]
Number of shares issued for services														6,250
Number of shares issued for services, value														$ 20,063
Number of shares issued for services rendered														6,250
Number of shares issued for services rendered, value														$ 16,500
Number of shares issued for services rendered														6,250
Number of shares issued for services rendered, value														$ 13,500
Number of shares issued for services rendered														6,250
Number of shares issued for services rendered														$ 12,563
Pasquale LaVecchia [Member]
Number of shares issued for services														6,250
Number of shares issued for services, value														$ 20,063
Number of shares issued for services rendered														6,250
Number of shares issued for services rendered, value														$ 16,500
Number of shares issued for services rendered														6,250
Number of shares issued for services rendered, value														$ 13,500
Number of shares issued for services rendered														6,250
Number of shares issued for services rendered														$ 12,563
Mr. Robert J. Mendola [Member]
Number of shares issued for services rendered														1,041
Number of shares issued for services rendered, value														$ 2,478
Number of shares issued for services rendered														6,250
Number of shares issued for services rendered														$ 12,563
Mr. Rupert Duchesne [Member]
Number of shares issued for services rendered														833
Number of shares issued for services rendered, value														$ 1,983
Number of shares issued for services rendered														5,000
Number of shares issued for services rendered														$ 10,050
Mr. Alexandra C. Zubko [Member]
Number of shares issued for services rendered														2,055
Number of shares issued for services rendered														$ 4,131
Restricted Stock [Member] | Mr. William Kerby [Member]
Number of shares issued for services														12,812
Number of shares issued for services, value														$ 41,127
Number of shares issued for services rendered														16,500
Number of shares issued for services rendered, value														$ 33,824
Number of shares canceled and retired														12,812
Number of shares canceled and retired, value														$ 33,824
Investor Relation Services [Member]
Number of shares issued for services															150,000
Number of shares issued for services, value															$ 315,000
Platform Purchase Agreement [Member]
Number of shares canceled and retired															140,000
Number of shares canceled and retired, value															$ 1,039,500
Consulting Services [Member]
Number of shares issued for services															503,300
Number of shares issued for services, value															$ 649,211
Consulting Services [Member] | Restricted Stock [Member]
Number of shares issued for services														5,000
Number of shares issued for services, value														$ 15,000
Consulting Services [Member] | Restricted Stock [Member]
Number of shares issued for services														29,000
Number of shares issued for services, value														$ 87,000
Settlement Agreement [Member]
Number of shares issued															20,000
Shares issued, value															$ 46,200
Settlement Agreement [Member] | Restricted Stock [Member]
Number of shares issued	50,000
Securities Purchase Agreement [Member]
Number of shares issued															905,000
Shares issued, value															$ 1,900,500
Employment Agreement [Member] | Restricted Stock [Member]
Number of shares issued														5,000
Shares issued, value														$ 13,900
Number of shares issued for services rendered														40,000
Number of shares issued for services rendered, value														$ 86,400
Number of shares issued for services rendered														60,000
Number of shares issued for services rendered, value														$ 129,600
Number of shares issued for services rendered														25,000
Number of shares issued for services rendered														$ 54,250
Employment Agreement [Member] | Restricted Stock [Member] | Employee [Member]
Number of shares issued														12,000
Shares issued, value														$ 31,800
Employment Incentive Agreement [Member] | Restricted Stock [Member]
Number of shares issued														40,000
Shares issued, value														$ 128,400
Intellectual Property Purchase Agreement [Member] | IDS, Inc. [Member]
Number of shares issued														1,968,000
Shares issued, value														$ 4,920,000
Marketing Services [Member] | Restricted Stock [Member]
Number of shares issued for services														15,000
Number of shares issued for services, value														$ 32,400
Investor Relation Services [Member] | Restricted Stock [Member]
Number of shares issued for services														25,000
Number of shares issued for services, value														$ 46,500
Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member]
Aggregate number of shares agreed to convert										110,200
Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member] | Certificate of Withdrawal of Certificate of Designations [Member]
Preferred stock, authorized			3,000,000
Preferred stock, dividend rate, percentage			10.00%
Non-Voting Series C 10% Cumulative Convertible Preferred Stock [Member]
Aggregate number of shares agreed to convert										13,100
Non-Voting Series C 10% Cumulative Convertible Preferred Stock [Member] | Certificate of Withdrawal of Certificate of Designations [Member]
Preferred stock, authorized						3,000,000
Preferred stock, dividend rate, percentage						10.00%
Non-Voting Series D 10% Cumulative Convertible Preferred Stock [Member]
Aggregate number of shares agreed to convert										110,156
Non-Voting Series D 10% Cumulative Convertible Preferred Stock [Member] | Certificate of Withdrawal of Certificate of Designations [Member]
Preferred stock, authorized						3,000,000
Preferred stock, dividend rate, percentage						10.00%
Series A Preferred Stock [Member]
Preferred stock, authorized														3,000,000
Preferred stock, par value (in dollars per share)														$ 0.01
Preferred stock, issued														0
Preferred stock, outstanding														0
Preferred stock, dividend rate, percentage														10.00%
Preferred stock, voting rights														a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock.
Description of conversion stock											(a) a fixed price of $1.25 per share; and (b) the lowest price the Company has issued stock as part of a financing after January 1, 2006.	elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock”), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financing such as new debt and equity financing and stock issuances as well as existing debt conversions into stock.		● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of: a) $62.50 per share; or b) at the lowest price the Company has issued stock as part of a financing; or ● convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock.
Series A Preferred Stock [Member] | Common Stock and Warrant Purchase Agreement [Member] | Mr. William Kerby & Mr. Donald P. Monaco [Member]
Number of shares converted								1,869,611
Preferred Stock A [Member]
Preferred stock, authorized														100,000,000
Preferred stock, par value (in dollars per share)														$ 0.00001
Common Stock [Member]
Number of shares issued														1,000,500	905,000
Shares issued, value														$ 10	$ 9
Number of shares issued for services														174,000	150,000
Number of shares issued for services, value														$ 2	$ 2
Offering price (in dollars per share)														$ 0.043	$ 0.043
Stock issued during period, shares, conversion of convertible securities										444,712
Number of shares conversion									1,495,689
Common Stock [Member] | Private Placement [Member]
Number of shares issued				613,000
Common Stock [Member] | Securities Purchase Agreement [Member]
Number of shares issued															905,000
Shares issued, value															$ 1,900,500
Warrant [Member]
Common stock, outstanding														1,347,391	1,730,941
Number of shares issued														66,600
Shares issued, value														$ 132,000
Number of warrants issued															724,000
Number of shares warrants maybe converted (shares)															724,000
Exercise price of warrant														$ 3.32	$ 3.90		$ 2.00
Maturity term of warrant															5 years
Number of warrants granted															899,000
Warrant [Member] | Mr. Donald P. Monaco [Member] | Monaco Investment Partners II [Member]
Number of shares issued														35,750
Shares issued, value														$ 101,888
Warrant [Member] | Private Placement [Member]
Number of shares issued				613,000
Exercise price of warrant				$ 5.00
Warrant [Member] | Restricted Stock [Member]
Number of shares issued															147,000
Shares issued, value															$ 385,875
Restricted Common Stock [Member] | Platform Purchase Agreement [Member]
Number of shares canceled and retired														140,000
Number of shares canceled and retired, value														$ 1,039,500
Restricted Common Stock [Member] | Assets Purchase Agreement [Member]
Number of shares issued															4,390
Shares issued, value															$ 21,248

XML

Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at beginning at Feb. 28, 2018	$ 80	$ 111,901,094	$ (110,696,774)	$ 1,204,400
Balance at beginning (in shares) at Feb. 28, 2018	8,001,266
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for cash	$ 9	1,797,450		1,797,459
Common stock issued for cash (in shares)	905,000
Warrants Exercised	$ 1	385,875		385,876
Warrants Exercised (in shares)	147,000
Stock issued for stock compensation	$ 5	649,205		649,210
Stock issued for stock compensation (in shares)	503,300
Shares issued for Investor Relations	$ 2	314,998		315,000
Shares issued for Investor Relations (in shares)	150,000
Shares Retired due to Termination/Breach of Contract	$ (1)	(1,039,499)		(1,039,500)
Shares Retired due to Termination/Breach of Contract (in shares)	(140,000)
Warrants issued for stock compensation		210,439		210,439
Shares issued for Settlement		46,200		46,200
Shares issued for Settlement (in shares)	20,000
Anti-Dilution Shares Issued (in shares)	4,390
Net income (loss)			4,298,563	4,298,563
Balances at ending at Feb. 28, 2019	$ 96	114,265,762	(106,398,211)	7,867,647
Balance at ending (in shares) at Feb. 28, 2019	9,590,956
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for cash	$ 10	1,785,920		1,785,930
Common stock issued for cash (in shares)	1,000,500
Warrants Exercised	$ 1	275,086		275,087
Warrants Exercised (in shares)	122,350
Stock issued for stock compensation	$ 2	302,305		302,307
Stock issued for stock compensation (in shares)	188,533
Shares issued for Investor Relations	$ 2	404,648		404,650
Shares issued for Investor Relations (in shares)	174,000
Shares issued for intangible assets	$ 20	4,919,980		4,920,000
Shares issued for intangible assets (in shares)	1,968,000
Shares issued for marketing services		46,500		46,500
Shares issued for marketing services (in shares)	25,000
Net income (loss)			(9,454,686)	(9,454,686)
Balances at ending at Feb. 29, 2020	$ 131	$ 122,000,201	$ (115,852,897)	$ 6,147,435
Balance at ending (in shares) at Feb. 29, 2020	13,069,339

XML

Consolidated Balance Sheets - USD ($)	Feb. 29, 2020	Feb. 28, 2019
Current Assets
Cash	$ 162,506	$ 32,979
Prepaid expenses and other current assets	334,995	25,873
Investment in unconsolidated affiliate - Short-term	979,954
Security deposits	53,279	38,529
Notes receivable, net	37,500
Total current assets	1,568,234	97,381
Investment in unconsolidated affiliates	1,849,077	8,096,239
Website Development costs and intangible assets, net	6,712,547	1,941,816
Fixed Assets, net	19,664
Operating lease right-of-use asset	76,762
Due from Distributor		12,410
Total assets	10,226,284	10,147,846
Current Liabilities
Line of Credit	1,192,716	1,193,000
Accounts payable and accrued expenses	833,679	692,383
Notes payable, related parties	1,575,000	350,000
Operating lease liability	76,762
Other current liabilities	400,692	44,816
Total current liabilities	4,078,849	2,280,199
Total liabilities	4,078,849	2,280,199
Stockholders' equity
Series A Preferred stock, $.01 par value; 3,000,000 authorized; 0 and 0 shares issued and outstanding at February 29, 2020 and February 28, 2019, respectively
Common stock, $.00001 par value; 500,000,000 shares authorized; 13,064,339 and 9,590,956 shares issued and outstanding at February 29, 2020 and February 28, 2019, respectively	131	96
Additional paid-in-capital	122,000,201	114,265,762
Accumulated deficit	(115,852,897)	(106,398,211)
Total stockholders' equity	6,147,435	7,867,647
Total liabilities and stockholders' equity	$ 10,226,284	$ 10,147,846

XML

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Income Tax Disclosure [Abstract]
Change in deferred tax assets valuation allowance, amount	$ (3,903,619)
Operating loss carryforwards	$ 45,000,000
Operating loss carryforwards expiration dates	between 2029 and 2039
Net operating loss carry-forwards	$ 32,292,252	$ 28,388,633
Amortization and impairment of intangibles	$ 0	$ 74,920

XML

Stockholders' Equity (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Warrants, Outstanding [Roll Forward]
Outstanding, beginning	1,730,941	1,118,941
Warrants granted		899,000
Warrants exercised/cancelled/expired	(383,550)	(287,000)
Outstanding, ending	1,347,391	1,730,941
Common stock issuable upon exercise of warrants	1,347,391
Warrants, Weighted Average Exercise Price [Roll Forward]
Outstanding, beginning	$ 3.90	$ 5.27
Warrants granted		2.85
Warrants exercised/cancelled/expired	(3.70)	(4.22)
Outstanding, ending	3.32	$ 3.90
Common stock issuable upon exercise of warrants	$ 3.32

XML

Website Development Costs and Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Feb. 29, 2020	Feb. 28, 2019
Amortization of intangibles	$ 293,804	$ 293,804
Trademark aquisition cost	183	183
Website development costs	82,729	961,167
Intangible assets	9,748,876	4,684,340
Trademarks [Member]
Website development costs	48,759
Intellectual Property [Member]
Intangible assets	5,015,593
Trademarks [Member]
Website development costs		960,497
Website Development Cost [Member]
Amortization of intangibles	$ 293,804	$ 293,804
Website Development Cost [Member] | Minimum [Member]
Finite-lived intangible asset, useful life	3 years
Website Development Cost [Member] | Maximum [Member]
Finite-lived intangible asset, useful life	4 years

XML

Notes Receivable (Details Narrative)								12 Months Ended
	Jan. 13, 2020 USD ($) shares	Feb. 28, 2019 USD ($) $ / shares	Nov. 21, 2018 USD ($) $ / shares shares	Aug. 29, 2018 USD ($)	Jul. 02, 2018 USD ($) shares	Feb. 20, 2018 USD ($) $ / shares shares	May 16, 2017 USD ($)	Feb. 29, 2020 USD ($) $ / shares shares	Feb. 28, 2019 USD ($) $ / shares	Apr. 14, 2020 USD ($)	Oct. 19, 2019 USD ($)	Oct. 10, 2019 USD ($)	Aug. 31, 2019 $ / shares	Jul. 02, 2019 USD ($)	Apr. 25, 2019 $ / shares	Dec. 06, 2018 $ / shares	Nov. 29, 2018 $ / shares	Oct. 19, 2018 USD ($)	Aug. 31, 2018 $ / shares	Aug. 30, 2018 Number	Nov. 21, 2017
Ownership interest		100.00%						100.00%	100.00%
Share price (in dollars per share) | $ / shares													$ 2.15		$ 2.00
Amount received from related party									$ 40,000
Common Stock [Member]
Share price (in dollars per share) | $ / shares		$ 0.043						$ 0.043	$ 0.043
Voyages North America, LLC [Member]
Ownership interest																				71.50%
Number of hours of destination and promotional videos | Number																				16,000
Launch360 Media, Inc. [Member]
Ownership interest																				10.00%
Crystal Falls Investments [Member] | Name Your Fee, LLC [Member]
Notes receivable face amount							$ 750,000
Ownership interest							51.00%
Net earnings to repay promissory note							20.00%
Bettwork Industries, Inc. [Member]
Conversion of common stock | shares								750,000
Purchase price of assets sold				$ 2,900,000
Bettwork Industries, Inc. [Member] | Common Stock [Member]
Conversion of common stock | shares					750,000
Ownership interest		16.30%						15.90%	16.30%
Share price (in dollars per share) | $ / shares		$ 0.70						$ 0.70	$ 0.70							$ 0.70	$ 0.70		$ 0.70
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member]
Notes receivable face amount		$ 2,900,000						$ 2,900,000	$ 2,900,000
Interest rate								6.00%
Variable Interest rate spread								3.75%
Basis of Variable Rate		Prime Rate
Conversion price (in dollars per share) | $ / shares								$ 1.00
Outstanding principal balance		$ 0						$ 190,000	0
Allowance for bad debt		2,900,000						2,900,000	2,900,000
Promissory note repurchased								2,133,333
Promissory note repurchased provisory								3,866,667
Amount received from related party								$ 40,000
Beneficial ownership percentage								4.99%
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | General and Administrative Expense [Member]
Allowance for bad debt								$ 190,000
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member]
Conversion of common stock | shares					1,000,000
Amended note receivable face amount											$ 230,000							$ 230,000
Notes receivable face amount												$ 200,000
Interest rate												12.00%
Outstanding principal balance		1,600,000			$ 1,600,000			1,600,000	1,600,000
Allowance for bad debt								600,000
Promissory note repurchased					$ 2,133,333									$ 2,133,333
Promissory note repurchased provisory														$ 3,866,667
Default rate												18.00%
Crystal Falls Investments LLC [Member] | Secured Convertible Promissory Note [Member]
Conversion of common stock | shares	2,000,000
Crystal Falls Investments LLC [Member] | Secured Convertible Promissory Note - Right to Own [Member]
Amended note receivable face amount										$ 37,500
Notes receivable face amount	$ 37,500
Interest rate	12.00%
Default rate	18.00%
Purchase Agreement [Member] | Restricted Common Stock [Member]
Ownership interest			625.00%																		625.00%
Share price (in dollars per share) | $ / shares			$ 6.25
Purchase Agreement [Member] | Restricted Common Stock [Member] | A-Tech LLC [Member]
Number of shares issued under acquisitions | shares			240,000			66,632
Value of shares issued under acquisitions			$ 1,500,000			$ 1,500,000
Acquisition share price (in dollar per shares) | $ / shares						$ 4.80
Additional amount of shares issued under land acquisition						$ 319,834
Assignment and Novation Agreement [Member] | Name Your Fee, LLC [Member]
Outstanding principal balance		750,000						750,000	750,000
Allowance for bad debt		$ 750,000						$ 750,000	$ 750,000

XML

Website Development Costs and Intangible Assets

12 Months Ended

Feb. 29, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Website Development Costs and Intangible Assets

Note 6 – Website Development Costs and Intangible Assets

The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 29, 2020 and February 28, 2019:

February 29, 2020

	Useful Life	Cost		Accumulated Amortization		Net Carrying Value
Website platform	1.0 years	$	400,000	$	400,000	$	—
Contracts, domains, customer lists	2.0 years		1,199,447		1,199,447		—
Website platform	3.0 years		37,657		37,657		—
Website development costs	3.0 years		883,776		801,126		82,650
Website development costs (not placed in service)	3.0 years		1,559,262		—		1,559,262
Web platform	4.0 years		598,099		598,099		—
Trademark	Indefinite		6,283		—		6,283
Software Development Costs	3.0 years		48,759				48,759
CIP – IDS Project			5,015,593		—		5,015,593
		$	9,748,876	$	3,036,329	$	6,712,547

During the year ended February 29, 2020, the Company purchased $5,015,593 of the intellectual property including an e-commerce platform from IDS Inc. The cost of purchases was recorded as Capital in Progress (CIP). In addition, The Company incurred $183 in fees to register its trademark and capitalized $48,759 of software development costs.

February 28, 2019

	Useful Life	Cost		Accumulated Amortization		Net Carrying Value
Website platform	1.0 years	$	400,000	$	400,000	$	—
Contracts, domains, customer lists	2.0 years		1,199,447		1,199,447		—
Website platform	3.0 years		37,657		37,657		—
Website development costs	3.0 years		883,776		507,322		376,454
Website development costs (not placed in service)	3.0 years		1,559,262		—		1,559,262
Web platform	4.0 years		598,099		598,099		—
Trademark	Indefinite		6,100		—		6,100
		$	4,684,340	$	2,742,525	$	1,941,816

During the year ended February 28, 2019, the Company incurred $183 in fees to register its trademark and $960,497 of additional development costs.

This capitalization of these costs fall within the scope of ASC 350-50-25-15 wherein costs of upgrades and enhancements should be capitalized as they will result in added functionality of the website.

Intangible assets are amortized on a straight-line basis over their expected useful lives, estimated to be 4 years, except for the website(s), which is 3 years. Amortization expense related to website development costs and intangible assets was $293,804 and $293,804 for the years ended February 29, 2020 and February 28, 2019, respectively.

XML

Stockholders' Equity

12 Months Ended

Feb. 29, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 10 – Stockholders’ Equity

Preferred stock

The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million (100,000,000), with a par value of $0.00001 per share (the “Preferred Stock”) with the exception of Series A Preferred Stock shares having a $0.01 par value per share. The Preferred Stock may be divided into and issued in series. The Board of Directors of the Company is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Company is authorized, within any limitations prescribed by law and the articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock.

On August 26, 2016, we converted all of our then outstanding Series B (110,200 shares), Series C (13,100 shares) and Series D (110,156 shares) Preferred Stock, into an aggregate of 444,712 shares of our common stock, pursuant to certain special conversion terms offered in connection therewith and the mandatory conversion terms thereof.

On September 22, 2017, we filed a Certificate of Withdrawal of Certificate of Designations relating to our Series B, Series C and Series D Preferred Stock and terminated the designation of our Series B, Series C and Series D Preferred Stock. The designations previously included (a) 3,000,000 shares of preferred stock designated as Non-Voting Series B 10% Cumulative Convertible Preferred Stock; (b) 3,000,000 shares of preferred stock designated as Non-Voting Series C 10% Cumulative Convertible Preferred Stock; and (c) 3,000,000 shares of preferred stock designated as Non-Voting Series D 10% Cumulative Convertible Preferred Stock. The Certificate of Withdrawal of Certificate of Designations did not affect the Company’s previously designated shares of Series A 10% Cumulative Convertible Preferred Stock.

All Series A, B, C and D Preferred Stock shares have been retired. There are no outstanding Series A, B, C, and D Preferred Stock shares.

Series A Preferred Stock

The Company has authorized and designated 3,000,000 shares of Preferred Stock as Series A 10% Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock.

Per the terms of the Amended and Restated Certificate of Designations relating to the Series A Preferred Stock, subject to the availability of authorized and unissued shares of Series A Preferred Stock, the holders of Series A Preferred Stock may, by written notice to the Company:

●	elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of:
		a)	$62.50 per share; or
		b)	at the lowest price the Company has issued stock as part of a financing; or
●	convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock.

On July 9, 2013, the Company amended the Certificate of Designations for the Company’s Series A Preferred Stock to allow for conversion into Series C Preferred stock to grant to a holder of the Series A Preferred Stock the option to:

● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock”), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financing such as new debt and equity financing and stock issuances as well as existing debt conversions into stock.

On February 28, 2014, the Company’s Series A Preferred Stock shareholders agreed to authorize a change to the Certificate of Designations of the Series A Preferred Stock in Nevada to lock the conversion price to the lower of (a) a fixed price of $1.25 per share; and (b) the lowest price the Company has issued stock as part of a financing after January 1, 2006.

On July 31, 2017, the Company entered into a Common Stock and Warrant Purchase Agreement, with certain accredited investors. A required term of the Common Stock and Warrant Purchase Agreement was that William Kerby, our Chief Executive Officer and Chairman and Donald P. Monaco, our Director, on behalf of themselves and the entities which they control, convert the 1,869,611 shares of Series A 10% Cumulative Convertible Preferred Stock beneficially owned by them (representing all of our then outstanding shares of Series A Preferred Stock) into 1,495,689 shares of common stock of the Company, which conversions were effective July 28, 2017. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of February 29, 2020 and February 28, 2019, respectively. These dividends will only be payable when and if declared by the Board.

In the event of any liquidation, dissolution or winding up of this Company, either voluntary or involuntary (any of the foregoing, a “liquidation”), holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company to the holders of the common Stock or any other series of Preferred Stock by reason of their ownership thereof an amount per share equal to $1.00 for each share (as adjusted for any stock dividends, combinations or splits with respect to such shares) of Series A Preferred Stock held by each such holder, plus the amount of accrued and unpaid dividends thereon (whether or not declared) from the beginning of the dividend period in which the liquidation occurred to the date of liquidation.

The Company had 0 shares of Series A Preferred Stock issued and outstanding as of February 29, 2020 and February 28, 2019.

Share Repurchase Transactions

During the years ended February 29, 2020 and February 28, 2019, there were no repurchases of the Company’s common stock by Monaker.

Common Stock

On February 6, 2018, the Board of Directors of the Company, approved a 1-for-2.5 reverse stock split of the Company’s outstanding common stock (the “Reverse Split”). The Company’s majority stockholders, effective on September 13, 2017, via a written consent to action without a meeting, provided the Board of Directors authority to affect a reverse stock split of the Company’s outstanding common stock in a ratio of between one-for-one and one-for-four, in their sole discretion, without further stockholder approval, by amending the Company’s Articles of Incorporation, at any time prior to the earlier of (a) September 13, 2018; and (b) the date of the Company’s 2018 annual meeting of stockholders (the “Stockholder Authority”). The Reverse Split was affected and approved by the Board of Directors pursuant to the Stockholder Authority. Effective on February 8, 2018, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to affect the 1-for-2.5 Reverse Split, which was effective on February 12, 2018.

During the twelve months ended February 29, 2020, the Company:

● Issued 1,000,500 shares of common stock in an underwritten offering valued at $2,001,000, at an offering price to the public of $2.00 per share (when including the underwriter’s option which was exercised).

● Issued 35,750 shares of common stock valued at $101,888 to Monaco Investment Partners II, which is owned and controlled by Donald P. Monaco, a director, in connection with the exercise of warrants.

● Issued 66,600 shares of common stock valued at $132,000 to warrant holders in connection with the exercise of warrants.

● Issued 5,000 shares of restricted common stock valued at $13,900 to an employee, pursuant to an employment agreement.

● Issued 5,000 shares of restricted common stock valued at $15,000 to a consultant for consulting services.

● Issued 29,000 shares of restricted common stock valued at $87,000 to a consultant for consulting services.

● Issued 40,000 shares of restricted common stock, valued at $128,400 for an employment incentive agreement.

● Issued 6,250 shares of common stock valued at $20,063 to Simon Orange, a director of the Company, in consideration for past services to the Board.

● Issued 7,500 shares of common stock valued at $24,075 to Donald P. Monaco, the Chairman of the Board, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $20,063 to Doug Checkeris, a director of the Company for past services.

● Issued 6,250 shares of common stock valued at $20,063 to Pasquale LaVecchia, a Director of the Company for past services.

● Issued 12,812 restricted common shares valued at $41,127 to William Kerby, a member of the Board of Directors and Executive of the Company, in recognition of past services and accomplishments.

● Issued 7,500 shares of common stock valued at $19,800 to Donald P. Monaco, the Chairman of the Board, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $16,500 to Pasquale LaVecchia, a Director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $16,500 to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $16,500 to Simon Orange, a director of the Company, in consideration for past services rendered to the Board.

● Issued 12,812 shares of common stock valued at $33,824 to William Kerby, a member of the Board of Directors and Executive of the Company. These shares were issued in error and were cancelled in October 2019, as discussed below.

● Issued 1,968,000 shares of common stock valued at $4,920,000 to IDS, Inc, pursuant to an intellectual property purchase agreement.

● Issued 7,500 shares of common stock valued at $16,200 to Donald P. Monaco, the Chairman of the Board, in consideration for services rendered to the Board.

● Issued 6,250 shares of common stock valued at $13,500 to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $13,500 to Pasquale LaVecchia, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,042 shares of common stock valued at $13,051 to Simon Orange, a director of the Company, in consideration for past services rendered to the Board.

● Issued 1,041 shares of common stock valued at $2,478 to Robert J. Mendola, a director of the Company, in consideration for past services rendered to the Board.

● Issued 833 shares of common stock valued at $1,983 to Rupert Duchesne, a director of the Company, in consideration for past services rendered to the Board.

● Issued 15,000 shares of restricted common stock, valued at $32,400 for marketing services.

● Issued 40,000 shares of restricted common stock valued at $86,400 for consulting services.

● Issued 60,000 shares of restricted common stock, valued at $129,600 for consulting services.

● Issued 25,000 shares of restricted common stock, valued at $54,250 for consulting services.

● Canceled 12,812 shares of common stock which were originally issued to William Kerby as such shares were issued in error, which were valued at $33,824.

● Issued 12,000 shares of restricted common stock valued at $31,800 to an employee, pursuant to an employment agreement

● Issued 7,500 shares of common stock valued at $15,075 to Donald P. Monaco, the Chairman of the Board, in consideration for services rendered to the Board.

● Issued 6,250 shares of common stock valued at $12,563 to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $12,563 to Pasquale LaVecchia, a director of the Company, in consideration for past services rendered to the Board.

● Issued 5,000 shares of common stock valued at $10,050 to Simon Orange, a director of the Company, in consideration for past services rendered to the Board.

● Issued 6,250 shares of common stock valued at $12,563 to Robert J. Mendola, a director of the Company, in consideration for past services rendered to the Board.

● Issued 5,000 shares of common stock valued at $10,050 to Rupert Duchesne, a director of the Company, in consideration for past services rendered to the Board.

● Issued 2,055 shares of common stock valued at $4,131 to Alexandra C. Zubko, a director of the Company, in consideration for past services rendered to the Board.

● Issued 25,000 shares of restricted common stock, valued at $46,500 for investor relation services.

During the twelve months ended February 28, 2019, the Company:

● Issued 905,000 shares of common stock value at $1,900,500 in connection with a Securities Purchase Agreement. Additionally, the Company issued 724,000 warrants to purchase 724,000 shares of common stock. The warrants had an exercise price of $2.85 per share (subject to certain anti-dilution rights, which effective in April 2019, in connection with our April 2019 underwritten offering, were automatically repriced to have an exercise price of $2.00 per share) and will expire five years from date of issuance.

● Issued 4,390 shares of common stock valued at $21,248 in connection with the anti-dilution provisions of the July 31, 2017, Common Stock and Warrant Purchase Agreement, pursuant to which the Company sold certain accredited investors an aggregate of 613,000 shares of our common stock and 613,000 warrants to purchase one share of common stock for $5.00 per unit.

● Sold 147,000 shares of restricted common stock for $385,875 in proceeds in connection with the exercise of warrants.

● Issued 503,300 shares of common stock valued at $649,211 for consulting services.

● Issued 20,000 shares of common stock valued at $46,200 via a settlement agreement.

● Canceled and retired 140,000 shares of common stock valued at $1,039,500 due to non-performance pursuant to the terms of a Platform Purchase Agreement.

● Issued 150,000 shares of common stock valued at $315,000 for investor relation services.

● Issued 15,000 shares of common stock valued at $21,300 to an employee for services rendered.

● Issued 25,000 shares of common stock valued at $38,500 to William Kerby, CEO and Vice Chairman of the Board of Directors pursuant to the terms of his employment contract.

● Issued 270,000 shares of common stock valued at $353,700 to non-executive Board members for prior services provided to the Company.

The Company had 13,069,339 and 9,590,956 shares of common stock issued and outstanding as of February 29, 2020 and February 29, 2019, respectively.

Common Stock Warrants

On January 29, 2018, we entered into a First Amendment To Warrant agreement with The Stadlin Trust dated 5/25/01 (“Stadlin”) which amended the Common Stock and Warrant Purchase Agreement provided to Stadlin in connection with the closing of the July 31, 2017 offering, whereby Stadlin acquired warrants to purchase 20,000 shares of our common stock. Through January 29, 2018, Stadlin earned additional warrants to purchase 9,800 shares of our common as partial liquidated damages for delays in obtaining an uplisting to the NASDAQ Capital Market, which uplisting was required pursuant to the purchase agreement, to have occurred on or before December 9, 2017; these additional warrants (on substantially similar terms as the warrants granted in connection with the offering) are equal to Stadlin’s pro rata share of 1% of the warrants sold pursuant to the purchase agreement for each day that the Company failed to obtain the NASDAQ listing. Total warrants held by Stadlin as of January 29, 2018 were 29,800. We desired to incentivize Stadlin to exercise the warrants by reducing the exercise price of the warrants from $5.125 per share to $2.625 per share, provided that Stadlin agreed to immediately exercise such 29,800 warrants for $78,225 in cash. Pursuant to the amendment, the exercise price of the warrants was reduced as discussed above and Stadlin exercised the warrants in cash.

Additionally, as a result of the reduction in the exercise price of the Stadlin warrants which was agreed to pursuant to the amendment, the anti-dilution provisions of the July 2017 purchase agreement and the purchasers’ warrants granted in connection therewith was triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 1,220 shares of the Company’s common stock; and (b) the $5.125 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), the exercise price of such warrants remained unchanged at $5.125 per share.

At first, the warrants were accounted for as part of Company equity since the warrants were considered indexed to the Company’s own stock. However, under ASC 815, the “down round” protection can sever the indexing to the Company’s own stock and the warrants could be accounted for as derivative liabilities at the time the reset was triggered, which is how the Company accounted for such warrants, and the change in fair value resulting from the reset of $26,060 was recognized as change in fair value of derivative liabilities.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for the Company to account for the outstanding warrants that contain down round features as derivative instruments.

The following table sets forth common stock purchase warrants outstanding as of February 29, 2020, and February 28, 2019, and changes in such warrants outstanding for the years ending February 29, 2020 and February 28, 2019:

	Warrant			Weighted Average Exercise
Outstanding, February 28, 2018		1,118,941		$	5.27
Warrants granted		899,000		$	2.85
Warrants exercised/forfeited/expired		(287,000	)	$	(4.22	)
Outstanding, February 28, 2019		1,730,941		$	3.90
Warrants granted		—		$	—
Warrants exercised/forfeited/expired		(383,550	)	$	(3.70	)
Outstanding, February 29, 2020		1,347,391		$	3.32
Common stock issuable upon exercise of warrants		1,347,391		$	3.32

		Common Stock Issuable Upon Exercise of Warrants Outstanding				Common Stock Issuable Upon Warrants Exercisable
Range of Exercise Prices		Number Outstanding at February 29, 2020	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price	Number Exercisable at February 29, 2020		Weighted Average Exercise Price
$	2.00	637,400	3.59	$	2.00	637,400	$	2.00
$	2.85	175,000	1.25	$	2.85	175,000	$	2.85
$	3.75	30,000	0.29	$	3.75	30,000	$	3.75
$	5.00	72,320	0.06	$	5.00	72,320	$	5.00
$	5.13	411,671	2.23	$	5.13	411,671	$	5.13
$	5.25	—	—	$	—	—	$	—
$	5.63	21,000	2.28	$	5.63	21,000	$	5.63
$	6.25	—	—	$	—	—	$	—
$	7.50	—	—	$	—	—	$	—
		1,347,391	2.30	$	3.32	1, 347,391	$	3.32

At February 29, 2020, there were warrants outstanding to purchase 1,347,391 shares of common stock with a weighted average exercise price of $3.32 and weighted average remaining life of 2.30 years.

At February 28, 2019, there were warrants outstanding to purchase 1,730,941 shares of common stock with a weighted average exercise price of $3.90 and weighted average life of 4.33 years.

During the year ended February 29, 2020, the Company granted:

● warrants to purchase 112,150 shares of common stock in connection with subscriptions for shares of common stock.

On January 22, 2020, the Company entered into Stock Purchase Agreement with William Kerby, the Chief Executive Officer and Director of the Company. The Company agreed to sell Mr. Kerby 1,562,500 shares of restricted Series A Convertible Preferred Stock of Verus International, Inc. for a total of $25,000 at $0.016 per shares.