UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



☒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 offormation) |  | (I.R.S. employer incorporation oridentification number)



2893 Executive Park DriveSuite 201Weston, 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 June 18, 2020, the registrant had
13,311,839 shares of its common stock, par value $0.00001 per share, outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



None.











Table of contents




EXPLANATORY NOTE



Monaker
Group, Inc. (“we,” “us,” “our,” “Monaker,” or the “Company”)
filed its Annual Report on Form 10-K for its fiscal year ended February 29, 2020 (the “Original Filing”)
with the Securities and Exchange Commission (the “SEC” or the “Commission”) on May 29, 2020.
In the Original Filing, the Company indicated its intention to incorporate by reference the information required by Part III of
Form 10-K from the definitive proxy statement it anticipated filing with the Commission prior to the annual meeting of
shareholders it anticipated holding at that time. The Company no longer anticipates filing a definitive proxy statement with the
Commission before 120 days after the end of the fiscal year covered by the Original Filing. Accordingly, the Company is now filing
this Amendment No. 1 on Form 10-K/A (this “Amended Filing”) solely to disclose the Part III information
and to amend the cover page of the Original Filing to remove the statement that information is being incorporated by reference
from our definitive proxy statement.



Pursuant
to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from the Company’s
principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications
of the Company’s principal executive officer and principal financial officer are attached to this Amended Filing as Exhibits
31.3 and 31.4. Because no financial statements have been included in this Amended Filing and this Amended Filing does
not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted. Similarly, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no
financial statements are included with this Amended Filing.



Those
sections of the Original Filing that are unaffected by this Amended Filing are not included herein. Except as otherwise indicated
herein, this Amended Filing continues to speak as of the date of the Original Filing and does not reflect events occurring after
the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our Original Filing and our
other filings with the SEC.



DEFINITIONS



As used in this Amended
Filing, 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.                                                             






Table of contents






TABLE OF CONTENTS



|           |                                                                                                | Page No.:
|---------- | ---------------------------------------------------------------------------------------------- | ---------
|           | PART III                                                                                       |          
|           |                                                                                                |          
|Item 10.   | Directors, Executive Officers and Corporate Governance                                         | 5        
|Item 11.   | Executive Compensation                                                                         | 15       
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 22       
|Item 13.   | Certain Relationships and Related Transactions, and Director Independence                      | 26       
|Item 14.   | Principal Accountant Fees and Services                                                         | 30       
|           |                                                                                                |          
|           | PART IV                                                                                        |          
|           |                                                                                                |          
|Item 15.   | Exhibits, Financial Statement Schedules (Paragraph (a)(3) only)                                | 33       
|Signatures |                                                                                                | 34       






Table of contents




PART
III



Item
10. Directors, Executive Officers and Corporate Governance



Directors and Executive Officers



The following table
and biographical summaries set forth information, including principal occupation and business experience for at least the last
five years, about our directors and executive officers. The terms of all the directors, as identified below, will run until their
successors are elected and qualified or until their earlier resignation or removal.



|Name                     |  | Age |  | Position                                                                                       |  | Officer and/or
        Director Since
|------------------------ |  | --- |  | ---------------------------------------------------------------------------------------------- |  | -------------------------------------
|William Kerby            |  | 62  |  | Chief Executive Officer and Vice-Chairman                                                      |  | 2008                                 
|Sirapop ‘Kent’ Taepakdee |  | 57  |  | Controller, Vice President of Finance, Acting Chief Financial Officer, Treasurer and Secretary |  | 2019                                 
|Tim Sikora               |  | 46  |  | Chief Operating Officer and the Chief Information Officer                                      |  | 2020                                 
|Donald P. Monaco         |  | 67  |  | Chairman                                                                                       |  | 2012                                 
|Pat LaVecchia            |  | 53  |  | Director                                                                                       |  | 2011                                 
|Doug Checkeris           |  | 64  |  | Director                                                                                       |  | 2012                                 
|Simon Orange             |  | 52  |  | Director                                                                                       |  | 2017                                 
|Rupert Duchesne          |  | 60  |  | Director                                                                                       |  | 2019                                 
|Robert “Jamie” Mendola   |  | 43  |  | Director                                                                                       |  | 2019                                 
|Alexandra C. Zubko       |  | 42  |  | Director                                                                                       |  | 2019                                 



Information about our Executive Officers:



William Kerby - Chief Executive Officer and Vice-Chairman



William Kerby is the
Founder, Vice-Chairman, and CEO of Monaker Group, Inc. From July 2008 to present, he has been the architect of the Monaker model,
overseeing the development and operations of the Company’s Travel, Real Estate and Television Media divisions. In October
2012, Monaker transferred its real estate assets into a public company - Verus International, Inc., formerly Realbiz Media Group,
Inc., where Mr. Kerby served as CEO until August 2015 and on the Board until April of 2016. In July 2015, the decision was made
to separate the Television and Real Estate operations from Monaker thereby allowing management to focus all efforts on the development
of its travel operations. From April 2002 to July 2008, Mr. Kerby served as the CEO of various media and travel entities that ultimately
became part of Extraordinary Vacations Group. Operations included Cruise & Vacation Shoppes, Maupintour Extraordinary Vacations,
Attaché Travel and the Travel Magazine - a TV series of 160 travel shows. From February 1999 to April 2002, Mr. Kerby founded
and managed Travelbyus, a publicly- traded company on the TSX and NASD Small Cap. The launch included an intellectually patented
travel model that utilized technology-based marketing to promote its travel services and products. Mr. Kerby negotiated the acquisition
and financing of 21 companies encompassing multiple tour operators, 2,100 travel agencies, media that included print, television,
outdoor billboard and wireless applications and leading-edge technology in order to build and complete the Travelbyus model. The
company had over 500 employees, gross revenues exceeding $3 billion and a Market Cap over $900 million. From June 1989 to January
1999, Mr. Kerby founded and grew Leisure Canada – a company that included the Master Franchise for Thrifty Car Rental British
Columbia, TravelPlus (a nationwide Travel Agency), Bluebird Holidays (an international tour company with operations in the U.S.,
Canada, Great Brittan, France, South Africa and the South Pacific) and Canadian Traveler (a travel magazine). Leisure Canada was
acquired in May 1998 by Wilton Properties, a Canadian company developing hotel and resort properties in Cuba. From October 1980
through June 1989, Mr. Kerby worked in the financial industry as an investment advisor. Mr. Kerby graduated from York University
in May 1980 with a Specialized Honors Economics degree.





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Sirapop ‘Kent’ Taepakdee
- Controller, Vice President of Finance, Acting Chief Financial Officer, Treasurer and Secretary



Mr. Taepakdee has served
as the Controller of the Company since July 2019. On October 9, 2019, the Board of Directors appointed Mr. Taepakdee as the principal financial and accounting officer of the
Company. Mr. Taepakdee has served as the Vice President of Finance, acting Chief Financial
Officer, Treasurer, and Secretary of the Company since February 1, 2020. From February 2012 to January 2018, Mr. Taepakdee served
as the Controller of INCEPTRA LLC and JTH Holdings LLC, located in Weston, Florida. From September 2007 to December 2011, Mr. Taepakdee
served as a Senior Accountant – Fixed Asset Tax/Assistant Manager, for Office Depot’s international headquarters located
in Boca Raton, Florida. Prior to working for Office Depot, Mr. Taepakdee served as Controller of Hilda Flack Interiors, in Palm
Beach Gardens, Florida, from January 2005 to August 2007. From 2000 to 2004, Mr. Taepakdee served as a Senior Accountant –
Financial Reporting and Analysis, with Vanguard Car Rental USA Inc. (Alamo and National Car Rental), in Boca Raton, Florida. Mr.
Taepakdee also served as the Chief Financial Officer at the Bangkok Naval Base (Royal Thai Navy) from 1986 to 1996. Mr. Taepakdee
received an MBA (with a specialization in Finance), from Ramkhamhaeng University, in Bangkok, Thailand and a BBA in Accounting
(First Class Honors / Valedictorian), from Krirk University, in Bangkok, Thailand.



Tim Sikora - Chief Operating Officer
and the Chief Information Officer



Mr. Sikora joined the Company
as Chief Information Officer (non-executive) in October 2019, and was promoted to Chief Operating Officer and Chief Information
Officer (executive) on February 1, 2020, where he is responsible for managing all of the Company’s information technology
(IT) platforms, including the software development activities for the Company’s Monaker Booking Engine (MBE), a customizable,
instant-booking platform for alternative lodging rentals NextTrip, the Company’s Travel Management Solution for small to
medium-sized business, and Maupintour, an innovative leader in personalized travel experiences.  Mr. Sikora also leads Monaker’s
commercial sales and technical teams.  Mr. Sikora served as director of North America Sales at The Boeing Company, the world’s
largest aerospace company, prior to joining the Company, from May 2013 to October 2019. Prior to working with Boeing, he managed
and led the expansion of two IT services companies: Peak 10, a leading data center and cloud services company, where he served
as Director Information Technology Service Delivery from July 2012 to May 2013, and CIBER, Inc., a global information technology
infrastructure services provider, where he served as Information Technology Infrastructure Service Delivery Manager from November
2010 to July 2012. Prior to that, from November 2007 to November 2010, Mr. Sikora served as director of Information Technology
End User Services at US Airways, Inc. While there, Mr. Sikora led the airline’s integration of IT end-user platforms following
its merger with America West and was responsible for governing IT resource planning, budgeting, and operational management for
end-user services. Prior to joining US Airways, Mr. Sikora served as VP of Airline Operations and Chief Information Officer at
Caribbean Sun Airlines Holdings (September 2005 to November 2007), where he directed all IT and airline resource planning, budgeting
and operational initiatives. Prior to that, Mr. Sikora served as manager of Information technology at DHL Airways, a $500 million
cargo airline where he directed the Information Technology group, a provider of contract aircraft services to DHL Worldwide Express.
Mr. Sikora has also held several other software development positions, including at Midwest Express Airlines. Mr. Sikora received
a Bachelor’s of Science in Business Administration (Magna Cum Laude) and a Master’s of Science in Leadership, from
Embry-Riddle Aeronautical University.



Information
about our Directors:



Donald P. Monaco – Chairman



Donald P. Monaco has served as a member of the board of directors
since August 2011. Mr. Monaco served on the Verus International, Inc., formerly RealBiz Media Group, Inc., board of directors from
October 2012 until April 2016. Mr. Monaco has been the owner of Monaco Air Duluth, LLC, a full service, fixed-base operator aviation
services business at Duluth International Airport in Duluth, Minnesota serving airline, military and general aviation customers
since November 2005 and the principal owner of the Duluth Flying Club, LLC since May 2015. Mr. Monaco also serves as a Commissioner
and the Chairman of the Operations, Finance and Administration Committee of the Metropolitan Airports Commission in Minneapolis-St.
Paul, Minnesota.  Mr. Monaco was Vice-Chairman and Director at Republic Bank in Duluth, Minnesota until October 2019, and
subsequently serves on the Bell Bank Twin-Ports Market Advisory Board. Mr. Monaco is the President and Chairman of the Monaco Air
Foundation, Treasurer of Honor Flight Northland, Treasurer of the Duluth Aviation Institute, and a member of the Duluth Chamber
of Commerce Military Affairs Committee. Mr. Monaco spent over 18 years as a Partner and Senior Executive of the 28 years he served
as an international information technology and business management consultant with Accenture in Chicago, Illinois. Mr. Monaco holds
B.S. and M.S. degrees in Computer Science Engineering from Northwestern University.





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Pat LaVecchia – Director



Pat LaVecchia has served as a member of the board of directors
since 2011. Mr. LaVecchia is the CEO of Oasis Pro Markets, a broker dealer.  Previously he had been a founding principal
and Managing Member of LaVecchia Capital LLC (“LaVecchia Capital”), a broker dealer, since 2009 and has over
25+ years of experience in the financial industry. Mr. LaVecchia has built and run several major Wall Street groups and has extensive
expertise in capital markets, including initial public offerings, secondary offerings, raising capital for private companies and
PIPEs as well as playing the leading role in numerous mergers, acquisitions, private placements and high yield transactions. Prior
to forming LaVecchia Capital, Mr. LaVecchia ran several groups at major firms including: Managing Director and Head of the Private
Equity Placement Group at Bear, Stearns & Company (1994 to 1997); Group Head of Global Private Corporate Equity Placements
at Credit Suisse First Boston (1997 to 2000); Managing Director and Group Head of the Private Finance and Sponsors Group at Legg
Mason Wood Walker, Inc (2001 to 2003); co-founder and Managing Partner of Viant Group (2003-2005) and Managing Director and Head
of Capital Markets at FTN Midwest Securities Corp. (2005 to 2007). Mr. LaVecchia received his B.A., magna cum laude (and elected
to Phi Beta Kappa), from Clark University and an M.B.A. from The Wharton School of the University of Pennsylvania with a major
in Finance and a concentration in Strategic Planning. In the past, Mr. LaVecchia has served on several public company boards,
including as Vice Chairman of InfuSystems, Inc. (INFU). Mr. LaVecchia is also currently a managing partner of Sapphire Capital
Management. Mr. LaVecchia also sits on several private company boards, advisory boards and non-profit boards.



Doug Checkeris – Director



Doug Checkeris has
served as a member of the board of directors since September 2012. Mr. Checkeris also served as the Company’s Chief Marketing
Officer from February 2012 to February 2014. Mr. Checkeris is a Senior Media and Advertising Executive with nearly three decades
of hands-on management in all facets of interactive media. Mr. Checkeris’s work experience includes 14 years of service with
Mediacom where he rose through the ranks to become the CEO for Mediacom North America, until recently headquartered in New York.
With close to $18 billion in global billings, 4,600 employees, and 116 offices in 89 countries, Mediacom provides and specializes
in business-building media solutions for some of the world’s largest, well-known advertisers. Previous to Mediacom, Mr. Checkeris
started his career in a media company in Toronto, Canada, and was a partner when the company was acquired by Grey Worldwide and
the WPP. Mr. Checkeris served on the Verus International, Inc., formerly RealBiz Media Group, Inc. board of directors from October
2012 until April 2016.



Simon Orange – Director



Simon Orange has served
as a member of the board of directors since January 2017. Mr. Orange is the founding partner and chairman of CorpAcq, a corporate
acquisitions and investments company located in the United Kingdom. Mr. Orange served as the chairman of CorpAcq from 2006 to 2009
and from April 2014 to present. At CorpAcq, Mr. Orange is responsible for identifying and negotiating acquisitions in conjunction
with its corporate finance partners, as well as overseeing strategic development, funding, and partnerships. Following a “buy
and build” approach, CorpAcq maintains long-term investments in a diverse portfolio of successful businesses. Currently
comprised of over 30 portfolio companies’, CorpAcq has been recognized as one of the fastest growing enterprises in the United
Kingdom. Mr. Orange has been involved in funding and managing the growth of numerous business ventures, some which have been acquired
by NASDAQ and London Stock Exchange listed companies. He is also a founding member of Cicero Consulting Group, based in New York
City.





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Rupert Duchesne,
C.M. – Director

Mr.
Rupert Duchesne, C.M., a resident of Toronto, Canada, is an independent director and corporate advisor. He served as Group Chief
Executive and as a director of Aimia Inc (TSX:AIM), as the founding CEO, from June 2005 to May 2017. Through Mr. Duchesne’s
stewardship Aimia grew from its carve-out as a division of Air Canada in 2002, the initial public offering as the Aeroplan Income
Fund in 2005, conversion to corporate status as Groupe Aeroplan Inc. in 2008 and the re-branding of the Corporation as Aimia in
2011. Mr. Duchesne helped build Aimia into the world’s leading loyalty company with operations in 20 countries, more than
4,000 employees and many well-known brands such as Aeroplan, Nectar, Club Premier, and Air Miles Middle East. Previously, he joined
Air Canada in 1996 as Vice-President of Marketing; he then served as Senior Vice President of International in 1999, and then Chief
Integration Executive responsible for overseeing the integration of Air Canada and Canadian Airlines International. Prior to Air
Canada, Mr. Duchesne served as Vice President and leader of the global Aviation Practice for Mercer Management Consulting (now
Oliver Wyman) from 1994 to 1996. Earlier, Mr. Duchesne was an owner and director of LCB Consultants of London, England. He is a
Director of Mattamy Group Corporation, the largest privately-owned homebuilder in North America, and was previously on the Boards
of Alliance Atlantis and Dorel Industries. Mr. Duchesne is a Vice President of the Board of Trustees of the Art Gallery of Ontario,
and Vice Chair of the Board of the Luminato Festival, and was previously Chair of the Brain Canada Foundation. Mr. Duchesne earned
a Bachelor of Science (Hons) degree in Pharmacology from the University of Leeds and an M.B.A. from the Manchester Business School,
both in the United Kingdom. Mr. Duchesne was appointed as a Member of the Order of Canada in 2016.



Robert “Jamie”
Mendola - Director



Jamie Mendola has served
as the Head of Strategy and Mergers and Acquisitions at Mercer Park LP, a U.S. family office, with a focus on cannabis since January
2019. Mr. Mendola has nearly 20 years of experience as a public and private equity investor and has significant experience in negotiating
merger and acquisitions transactions and travel industry investments.



Prior to joining Mercer
Park, from February 2014 to December 2018, Mr. Mendola served as the Founder and Chief Investment Officer of Pacific Grove Capital,
a hedge fund focused primarily on investments in consumer, technology and payments. Prior to founding Pacific Grove in 2014, Mr.
Mendola was a Partner at Scout Capital, from September 2009 to January 2014. He was a senior member of the firm’s Investment
and Risk Committees and helped to build Scout’s Palo Alto office. Previously, Mr. Mendola worked as a Principal of Watershed
Asset Management, a private equity analyst (from July 2005 to January 2009), at JLL Partners, a private equity firm, as an analyst
(September 2001 to July 2003) and as an analyst in the investment banking program of J.P. Morgan Chase (July 1999 to August 2001).



Mr. Mendola graduated
with a B.S. in Management, from Binghamton University in Binghamton, New York, in 1999 and earned his M.B.A. from Stanford’s
Graduate School of Business in 2005.



Alexandra C. Zubko –
Director



Since November 2019,
Ms. Zubko has served as the Chief Executive Officer of Troupe, an online group travel company. Ms. Zubko served as the co-founder
and as a board member of Triptease, a $100 million enterprise value company in the Travel industry which provides SaaS-based digital
tools designed to create a seamless booking journey for hotel guests, from April 2014 to September 2019 (also serving as General
Sales Manager Americas (May 2015 to May 2017); General Manager/Head of Strategic Accounts Customer Success (March 2017 to April
2018); and Chief Customer Officer (April 2018 to September 2019)). Ms. Zubko served as the Vice President/Head of Global Strategy
(from April 2012 to July 2013) and Head of EMSA Strategy (July 2008 to April 2012) of InterContinental Hotels Group (IHG), a British
multinational hospitality company. Prior to joining IHG, Ms. Zubko held positions with NBC Universal/General Electric in business
development and with Goldman Sachs as a financial analyst. She also founded TripTips, an online social networking platform for
sharing travel recommendations. Ms. Zubko received a Bachelor’s of Arts Degree in economics from Columbia College in New
York, New York and an MBA from the Stanford Graduate School of Business in Palo Alto, California. Ms. Zubko received Six Sigma
certification from GE’s Crotonville Leadership Institute and was also the recipient of the 2012 International Hotel Investment
Forum (IHIF) Young Leader Award, one of the top awards in the travel industry.





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Corporate Governance



We promote accountability
for adherence to honest and ethical conduct; endeavor to provide full, fair, accurate, timely and understandable disclosure in
reports and documents that we file with the SEC and in other public communications made by us; and strive to be compliant with
applicable governmental laws, rules and regulations.



Board Leadership Structure



Our board of directors
(our “Board”) has the responsibility for selecting our appropriate leadership structure. In making leadership
structure determinations, the board of directors considers many factors, including the specific needs of our business and what
is in the best interests of our stockholders. Our current leadership structure is comprised of a separate Chairman of the board
of directors and Chief Executive Officer (“CEO”). Mr. Donald P. Monaco serves as Chairman and Mr. William Kerby
serves as CEO. The board of directors does not have a policy as to whether the Chairman should be an independent director, an affiliated
director, or a member of management. Our board of directors believes that the Company’s current leadership structure is appropriate
because it effectively allocates authority, responsibility, and oversight between management (the Company’s CEO, Mr. Kerby)
and the members of our board of directors. It does this by giving primary responsibility for the operational leadership and strategic
direction of the Company to its CEO, while enabling our Chairman to facilitate our board of directors’ oversight of management,
promote communication between management and our board of directors, and support our board of directors’ consideration of
key governance matters. The board of directors believes that its programs for overseeing risk, as described below, would be effective
under a variety of leadership frameworks and therefore do not materially affect its choice of structure.



Risk Oversight



Effective risk oversight
is an important priority of the board of directors. Because risks are considered in virtually every business decision, the board
of directors discusses risk throughout the year generally or in connection with specific proposed actions. The board of directors’
approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the
Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture
of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company
(the Company’s committees are described in greater detail below (under “Committees of
the Board of Directors”).



Family Relationships



None of our directors
are related by blood, marriage, or adoption to any other director, executive officer, or other key employees.



Arrangements
Between Officers and Directors



There is no arrangement
or understanding between our directors and executive officers and any other person pursuant to which any director or officer was
or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management
stockholders will exercise their voting rights to continue to elect the current board of directors, except for the Wilton Voting
Agreement described below. There are also no arrangements, agreements or understandings to our knowledge between non-management
stockholders that may directly or indirectly participate in or influence the management of our affairs.





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On August 24, 2017,
and effective on August 22, 2017, we entered into a Debt Conversion and Voting Agreement with Mark A. Wilton (the “Wilton
Voting Agreement”), pursuant to the Debt Conversion and Voting Agreement, Mr. Wilton agreed to vote (and provided William
Kerby, our Chief Executive Officer, and any other individual who is designated by us in the future, a proxy to vote), all of the
voting shares held by him, in favor of any proposals recommended by the board of directors of the Company (the “Wilton
Voting Rights”). The Voting Rights remain in place until the earlier of August 22, 2020 and the date that the Company
provides Mr. Wilton written notice of its consent to termination of such Voting Rights. As of the date of this filing, Mr. Wilton
beneficially owns approximately 6.8% of our voting securities.



Other Directorships



No directors of the
Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise
are required to file periodic reports under the Exchange Act).



Involvement
in Certain Legal Proceedings



To the best of our
knowledge, during the past ten years, none of our directors or executive officers were involved in any of the following: (1) any
bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named
subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities;
(4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission
to have violated a federal or state securities or commodities law; (5) being the subject of, or a party to, any Federal or State
judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an
alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting
financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement
or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii)
any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject
of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange
Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons
associated with a member.



Board of Directors
Meetings



During
the fiscal year that ended on February 29, 2020, the Board held eight meetings, and took various other actions via the
unanimous written consent of the board of directors and the various committees described above. All directors attended at
least 75% of the board of directors’ meetings and committee meetings relating to the committees on which each director
served during the 2020 fiscal years.



The
Company held a combined 2019/2020 annual meeting which was attended by each of the then members of our board of directors. Each
director of the Company is expected to be present at annual meetings of stockholders, absent exigent circumstances that prevent
their attendance. Where a director is unable to attend an annual meeting in person but is able to do so by electronic conferencing,
the Company will arrange for the director’s participation by means where the director can hear, and be heard, by those present
at the meeting.





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Committees
of The Board



We currently maintain
a Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee which have the following committee
members:



Board Committee
Membership



|                       | Independent | AuditCommittee | Compensation
        Committee | Nominating and 
        Corporate Governance
        Committee
|---------------------- | ----------- | -------------- | ------------------------------ | --------------------------------------------------------------
|William Kerby          |             |                |                                |                                                               
|Donald P. Monaco (1)   |             |                |                                |                                                               
|Pat LaVecchia          | X           | C              | M                              |                                                               
|Doug Checkeris         | X           |                | M                              | C                                                             
|Simon Orange           | X           |                | M                              |                                                               
|Rupert Duchesne        | X           | M              |                                | M                                                             
|Robert “Jamie” Mendola | X           |                | C                              | M                                                             
|Alexandra C. Zubko     | X           | M              |                                |                                                               



(1) – Chairman
of board of directors.

C – Chairman
of Committee.

M – Member.



Each of these committees
has the duties described below and operates under a charter that has been approved by our board of directors.



Audit Committee



The Audit Committee,
which is comprised exclusively of independent directors, has been established by the Board to oversee our accounting and financial
reporting processes and the audits of our financial statements.



The Audit Committee
has the responsibility for reviewing the disclosures made by the Chief Executive Officer and the Chief Financial Officer in connection
with their required certifications accompanying the Company’s periodic reports to be filed with the SEC; reviewing and discussing
the Company’s quarterly financial results and related press releases, if any, with management and the independent auditors
prior to the release of such information to the public; reviewing with the management the proposed scope and plan for conducting
internal audits of Company operations and obtaining reports of significant findings and recommendations, together with management’s
corrective action plans; seeking to ensure the corporate audit function has sufficient authority, support and access to Company
personnel, facilities and records to carry out its work without restrictions or limitations; reviewing the corporate audit function
of the Company, including its charter, plans, activities, staffing and organizational structure; reviewing progress of the internal
audit program, key findings and management’s action plans to address findings; periodically reviewing the Company’s
policies with respect to legal compliance, conflicts of interest and ethical conduct; seeking to ensure the adequacy of procedures
for the receipt, retention and treatment of complaints regarding accounting, internal accounting control or auditing matters, including
the confidential submission of complaints by employees regarding such matters; and recommending to the Board any changes in ethics
or compliance policies that the committee deems appropriate.





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The Board has selected
the members of the Audit Committee based on the Board’s determination that the members are financially literate (as required
by NASDAQ rules) and qualified to monitor the performance of management and the independent auditors and to monitor our disclosures
so that our disclosures fairly present our business, financial condition and results of operations.



The Board has also
determined that Mr. LaVecchia is an “audit committee financial expert” (as defined in the SEC rules) because
he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America
(“GAAP”) and financial statements; (ii) the ability to assess the general application of such principles in
connection with accounting for estimates, accruals and reserves; (iii) experience analyzing and evaluating financial statements
that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity
of issues that can reasonably be expected to be raised by our financial statements; (iv) an understanding of internal control over
financial reporting; and (v) an understanding of audit committee functions. Mr. LaVecchia has acquired these attributes by means
of having held various positions that provided relevant experience, as described in his biographical below.



The Audit Committee
has the sole authority, at its discretion and at our expense, to retain, compensate, evaluate and terminate our independent auditors
and to review, as it deems appropriate, the scope of our annual audits, our accounting policies and reporting practices, our system
of internal controls, our compliance with policies regarding business conduct and other matters. In addition, the Audit Committee
has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit
Committee.



During the fiscal year
ended February 29, 2020, the committee held four meetings.



The Audit Committee
Charter was filed as Exhibit 99.1 to the Current Report on Form 8-K which we filed with the SEC on April 25, 2017.



Compensation Committee



The Compensation Committee,
which is comprised exclusively of independent directors, is responsible for the administration of our stock compensation plans,
approval, review and evaluation of the compensation arrangements for our executive officers and directors and oversees and advises
the Board on the adoption of policies that govern the Company’s compensation and benefit programs. In addition, the Compensation
Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise
the Compensation Committee.



During the fiscal year
ended February 29, 2020, the committee held two meetings, and took various other actions via consent to actions without meetings.



The Compensation Committee
Charter was filed as Exhibit 99.2 to the Current Report on Form 8-K which we filed with the SEC on April 25, 2017.



Nominating and Governance Committee



The Nominating and
Governance Committee, which is comprised exclusively of independent directors, is responsible for identifying prospective qualified
candidates to fill vacancies on the Board, recommending director nominees (including chairpersons) for each of our committees,
developing and recommending appropriate corporate governance guidelines and overseeing the self-evaluation of the Board.



In considering individual
director nominees and Board committee appointments, our Nominating and Governance Committee seeks to achieve a balance of knowledge,
experience and capability on the Board and Board committees and to identify individuals who can effectively assist the Company
in achieving our short-term and long-term goals, protecting our stockholders’ interests and creating and enhancing value
for our stockholders. In so doing, the Nominating and Governance Committee considers a person’s diversity attributes (e.g.,
professional experiences, skills, background, race and gender) as a whole and does not necessarily attribute any greater weight
to one attribute. Moreover, diversity in professional experience, skills and background, and diversity in race and gender, are
just a few of the attributes that the Nominating and Governance Committee takes into account. In evaluating prospective candidates,
the Nominating and Governance Committee also considers whether the individual has personal and professional integrity, good business
judgment and relevant experience and skills, and whether such individual is willing and able to commit the time necessary for Board
and Board committee service.





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While there are no
specific minimum requirements that the Nominating and Governance Committee believes must be met by a prospective director nominee,
the Nominating and Governance Committee does believe that director nominees should possess personal and professional integrity,
have good business judgment, have relevant experience and skills, and be willing and able to commit the necessary time for Board
and Board committee service. The Company does not have a formal diversity policy. However, the Nominating and Governance Committee
evaluates each individual in the context of the Board as a whole, with the objective of recommending individuals that can best
perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment using
their diversity of experience in various areas. We believe our current directors possess diverse professional experiences, skills
and backgrounds, in addition to (among other characteristics) high standards of personal and professional ethics, proven records
of success in their respective fields and valuable knowledge of our business and our industry.



The Nominating and
Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Nominating and Governance
Committee also regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to
retirement or other circumstances. In addition, the Nominating and Governance Committee considers, from time to time, various potential
candidates for directorships. Candidates may come to the attention of the Nominating and Governance Committee through current Board
members, professional search firms, stockholders or other persons. These candidates may be evaluated at regular or special meetings
of the Nominating and Governance Committee and may be considered at any point during the year.



The Committee evaluates
director nominees at regular or special Committee meetings pursuant to the criteria described above and reviews qualified director
nominees with the Board. The Committee selects nominees that best suit the Board’s current needs and recommends one or more
of such individuals for election to the Board.



The Committee will
consider candidates recommended by stockholders, provided the names of such persons, accompanied by relevant biographical information,
and other information as required by the Company’s Bylaws, are properly submitted in writing to the Secretary of the Company
in accordance with the Bylaws and applicable law. The Secretary will send properly submitted stockholder recommendations to the
Committee. Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received
by individuals identified to the Committee through other means. The Committee also may, in its discretion, consider candidates
otherwise recommended by stockholders without accompanying biographical information, if submitted in writing to the Secretary.



During the fiscal year
ended February 29, 2020, the committee held two meetings and took various other actions via consent to actions without meetings.



The Nominating and
Governance Committee Charter was filed as Exhibit 99.3 to the Current Report on Form 8-K which we filed with the
SEC on April 25, 2017.



Stockholder Communications with the
Board of Directors



In connection with
all other matters other than the nomination of members of our board of directors (as described above), our stockholders and other
interested parties may communicate with members of the board of directors by submitting such communications in writing to our Secretary,
2893 Executive Park Drive, Suite 201, Weston, Florida 33331, who, upon receipt of any communication other than one that is clearly
marked “Confidential,” will note the date the communication was received, open the communication, make a copy
of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication
that is clearly marked “Confidential,” our Secretary will not open the communication, but will note the date
the communication was received and promptly forward the communication to the director(s) to whom it is addressed. If the correspondence
is not addressed to any particular member of the board of directors, the communication will be forwarded to a Board member to bring
to the attention of the Board.





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Executive Sessions of the Board of
Directors



The independent members
of our board of directors meet in executive session (with no management directors or management present) from time to time. The
executive sessions include whatever topics the independent directors deem appropriate.



Code of Ethics



We maintain a Code
of Ethics and Code of Business Conduct, which are applicable to all of our directors, officers and employees. These codes set forth
ethical standards to which these persons must adhere and other aspects of accounting, auditing and financial compliance, as applicable.
We undertake to provide a printed copy of these codes free of charge to any person who requests. Any such request should be sent
to our principal executive offices attention: Chief Financial Officer.



We intend to disclose
any amendments to our Code of Ethics and Code of Business Conduct and any waivers with respect to our Code of Ethics and Code of
Business Conduct granted to our principal executive officer, our principal financial officer, or any of our other employees performing
similar functions on our website at www.monakergroup.com, within four business days after the amendment or waiver. In such case,
the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the initial
disclosure. There have been no waivers granted with respect to our Code of Ethics and Code of Business Conduct to any such officers
or employees to date.



Whistleblower Protection Policy



On April 18, 2017,
the Company adopted a Whistleblower Protection Policy (“Whistleblower Policy”) that applies to all of its directors,
officers, employees, consultants, contractors and agents of the Company. The Whistleblower Policy has been reviewed and approved
by the Board.



Policy on Equity Ownership



The Company does not
have a policy on equity ownership at this time. However, as illustrated in the table set forth below under “Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, most of our Named
Executive Officers and all of our directors are beneficial owners of stock of the Company.



Policy Against Hedging



The
Company recognizes that hedging against losses in Company shares may disturb the alignment between stockholders and executives
that equity awards are intended to build. Accordingly, the Company has incorporated prohibitions on ‘short sales’ within
its insider trading policy, which applies to directors, officers and employees.



Compensation Recovery



Under the Sarbanes–Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial restatement that
would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and
Chief Financial Officer. We plan to implement a clawback policy in the future, although we have not yet implemented such policy.





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Delinquent Section 16(a) Reports



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



Based solely upon our
review of the Section 16(a) filings that have been furnished to us and filed publicly, we believe that during FYE February 29,
2020, that no director, executive officer, or beneficial owner of more than 10% of our common stock failed to file a report on
a timely basis, except that: Robert J. Post, our former director inadvertently failed to timely disclose one transaction on Form
4 and as a result one Form 4 was filed untimely; Simon Orange, our director inadvertently failed to timely disclose three transactions
on Form 4 and as a result three Form 4s were filed untimely; Pat LaVecchia, our director inadvertently failed to timely disclose
three transactions on Form 4 and as a result three Form 4s were filed untimely; Doug Checkeris, our director inadvertently failed
to timely disclose three transactions on Form 4 and as a result three Form 4s were filed untimely; Donald P. Monaco, our Chairman
inadvertently failed to timely disclose five transactions on Form 4 and as a result four Form 4s were filed untimely; Rupert Duchesne,
our director inadvertently failed to timely file a Form 3 relating to his initial ownership of the Company and inadvertently failed
to timely disclose two transactions on Form 4 and as a result two Form 4s were filed untimely; Robert “Jamie”
Mendola, our director inadvertently failed to timely file a Form 3 relating to his initial ownership of the Company and inadvertently
failed to timely disclose one transaction on Form 4 and as a result one Form 4 was filed untimely; IDS, Inc., a greater than 10%
shareholder of the Company inadvertently failed to timely file a Form 3 relating to its initial ownership of the Company; and Alexandra
Zubko, our director inadvertently failed to timely disclose one transaction on Form 4 and as a result one Form 4 was filed untimely.



Pursuant to SEC rules,
we are not required to disclose in this filing any failure to timely file a Section 16(a) report that has been disclosed by us
in a prior annual report or proxy statement.



Item 11. Executive Compensation



Summary Executive Compensation Table



The following table
sets forth certain information concerning compensation earned by or paid to certain persons who we refer to as our “Named
Executive Officers” for services provided for the fiscal years ended February 29, 2020 and February 28, 2019 (Fiscal
2020 and Fiscal 2019, respectively). Our Named Executive Officers include persons who (i) served as our principal executive officer
or acted in a similar capacity during Fiscal 2020 and Fiscal 2019, (ii) were serving at fiscal year-end as our two most highly
compensated executive officers, other than the principal executive officer, whose total compensation exceeded $100,000, and (iii)
if applicable, up to two additional individuals for whom disclosure would have been provided as a most highly compensated executive
officer, but for the fact that the individual was not serving as an executive officer at fiscal year-end.





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|Name andPrincipalPosition                                                              |  | FiscalYearEnded |  | Salary |   | Bonus   |  | Stock
        Awards (1) |   | Option
        Awards |     | All Other
        Compensation |   | Total 
|-------------------------------------------------------------------------------------- |  | --------------- |  | ------ | - | ------- |  | ------------------------ | - | --------------------- | --- | ------------------------------ | - | ------
|William Kerby,
        CEO and Vice-Chairman of the Board                              |  | 2020            |  |        | $ | 400,000 |  |                          | $ | —                     |     |                                | $ | —     
|                                                                                       |  | 2019            |  |        | $ | 400,000 |  |                          | $ | 160,000               | (2) |                                | $ | 38,500
|                                                                                       |  |                 |  |        |   |         |  |                          |   |                       |     |                                |   |       
|Sirapop “Kent”
Taepakdee,
        VP of Finance and Acting Chief
Financial Officer (6) |  | 2020            |  |        | $ | 64,917  |  |                          | $ | —                     |     |                                | $ | —     
|                                                                                       |  |                 |  |        |   |         |  |                          |   |                       |     |                                |   |       
|Timothy Sikora,
        COO and CIO (7)                                                |  | 2020            |  |        | $ | 75,769  |  |                          | $ | —                     |     |                                | $ | 31,800
|                                                                                       |  |                 |  |        |   |         |  |                          |   |                       |     |                                |   |       
|Omar Jimenez,
        Former CFO, COO and Director (8)                                 |  | 2020            |  |        | $ | 297,917 |  |                          | $ | —                     |     |                                | $ | —     
|                                                                                       |  | 2019            |  |        | $ | 325,000 |  |                          | $ | 212,473               | (9) |                                | $ | —     



|    | *Does not include perquisites and other
        personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. None of our executive officers
        received any change in pension value and nonqualified deferred compensation earnings during the periods presented.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The value of the Stock Awards in the table above was calculated based on the fair value of such securities calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.                                                                                      

|(2) | Effective on June 14, 2019, Mr. Kerby was granted a bonus for fiscal 2019 in the amount of $160,000, which is discussed in greater detail below under “Employment and Compensation Agreements” – “William Kerby, Employment Agreement”.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | William Kerby receives additional compensation in the form of a Car Allowance in the amount of $1,500 per month.                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | William Kerby received additional compensation in the form of a Merchant Banking Guarantee in the amount of $2,000 per month through November 1, 2018, when he began receiving $2,000 as a guaranty fee under his employment agreement, as discussed below.                                         
|(5) | On November 1, 2018, we issued Bill Kerby, the Company’s Chief Executive Officer and Vice Chairman of the Board, 25,000 shares of restricted common stock valued at $38,500 in connection with a sign-on bonus for entering into his employment agreement.                                          
|(6) | Appointed as the principal financial officer and principal accounting officer of the Company on October 9, 2019, and as the Vice President of Finance, acting Chief Financial Officer, Treasurer, and Secretary of the Company effective February 1, 2020.                                          
|(7) | Appointed as the Chief Operating Officer and the Chief Information Officer of the Company (executive positions) effective February 1, 2020. Served as the Chief Information Officer (non-executive) from October 9, 2019, to February 1, 2020, when he was appointed as an executive of the Company.





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|(8) | Resigned as Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary on January 17, 2020. Ceased serving as a member of the board of directors on August 15, 2019.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Bonus for fiscal 2019.
|--- | ----------------------

|(10) | Represents cash-out of unused vacation time which had accrued as of Mr. Jimenez’s resignation, which was paid in the form of cash.
|---- | ----------------------------------------------------------------------------------------------------------------------------------



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Outstanding Equity Awards at Fiscal
Year-End



None.



Employment and Compensation Agreements



We have the following
employment contracts and compensation agreements in place with our Named Executive Officers and Chairman:



William Kerby, Employment
Agreement



On October 31, 2018,
the Company entered into an Employment Agreement with William Kerby, its Chief Executive Officer and Vice Chairman of its board
of directors. The agreement was effective as of November 1, 2018, and replaced and superseded the terms of Mr. Kerby’s prior
employment agreement dated October 15, 2006.



The agreement remains
in effect (renewing automatically on a month-to-month basis), until either party provides the other at least 30 days prior written
notice of its intent to terminate the agreement, or until terminated as discussed below.



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 described below), 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”).



During the term of
the agreement, Mr. Kerby is to receive a base salary of $400,000 per year, which may be increased at any time at the discretion
of the Compensation Committee of the board of directors of the Company; an annual bonus payable at the discretion of the Compensation
Committee, of up to 100% of his base salary (50% based on meeting short term goals and 50% based on meeting long-term goals, which
are determined from time to time by the Compensation Committee); other bonuses which may be granted from time to time in the discretion
of the Compensation Committee; 25,000 shares of common stock issued as a sign-on bonus under the terms of the Company’s 2017
Equity Incentive Plan; up to four weeks of annual paid time off, which can be rolled-over year to year, or which in the discretion
of Mr. Kerby, can be required to be paid in cash at the end of any year or the termination of the agreement; and a car allowance
of $1,500 per month during the term of the agreement.



The agreement provides
Mr. Kerby with the option of receiving some or all of the base salary and/or any bonus in shares of the Company’s common
stock, with such shares being based on the higher of (a) the closing sales price per share on the trading day immediately preceding
the determination by Mr. Kerby to accept shares in lieu of cash; and (b) the lowest price at which such issuance will not require
stockholder approval under the rules of the stock exchange where the Company’s common stock is then listed or Nasdaq ((a)
or (b) as applicable, the “Share Price” and the “Stock Option”), provided that Mr. Kerby
shall be required to provide the Company at least five business days prior written notice if he desires to exercise the Stock Option
as to any payment of compensation, unless such time period is waived by the Company. The issuance of the shares described above
is subject to the approval of the stock exchange where the Company’s common stock is then listed or Nasdaq, and where applicable,
stockholder approval, and in the sole discretion of the board of directors, may be issued under, or outside of, a stockholder approved
stock plan.



The agreement includes
standard provisions relating to the reimbursement of business expenses, indemnification rights, rights to company property and
inventions (which are owned by the Company), dispute resolutions, tax savings, clawback rights and provisions entitling Mr. Kerby
to receive any fringe benefits offered by the Company to other executives (subsidized in full by the Company) including, but not
limited to, family coverage for health/medical/dental/vision, life and disability insurance, as well as amounts under the Company’s
401(k) Savings and Retirement.





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Additionally, in 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 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 below), 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.



The agreement terminates
upon Mr. Kerby’s death and can be terminated by the Company upon his disability (as described in the agreement), by the Company
for Cause (defined below) or Mr. Kerby for Good Reason (defined below). For the purposes of the agreement, (A) “Cause”
means (i) Mr. Kerby’s gross and willful misappropriation or theft of the Company’s or any of its subsidiary’s
funds or property; or (ii) Mr. Kerby’s conviction of, or plea of guilty or nolo contendere to, any felony or crime involving
dishonesty or moral turpitude; or (iii) Mr. Kerby materially breaches any obligation, duty, covenant or agreement under the agreement,
which breach is not cured or corrected within thirty (30) days of written notice thereof from the Company (except for certain breaches
which cannot be cured); or (iv) Mr. Kerby commits any act of fraud; and (B) “Good Reason” means (i) without
the consent of Mr. Kerby, the Company materially reduces Mr. Kerby’s title, duties or responsibilities, without the same
being corrected within ten (10) days after being given written notice thereof; (ii) the Company fails to pay any regular installment
of base salary to Mr. Kerby and such failure to pay continues for a period of more than thirty (30) days; or (iii) a successor
to the Company fails to assume the Company’s obligations under the agreement, without the same being corrected within thirty
(30) days after being given written notice thereof.



In the event of termination
of the agreement for death or disability by Mr. Kerby without Good Reason, or for Cause 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.



The terms of the agreement
were approved by the Company’s Compensation Committee, consisting solely of ‘independent’ members of the Company’s
board of directors.



William Kerby 2019 Bonus



Effective on June 14,
2019, the Compensation Committee of the board of directors 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, was exercisable at any time prior to June 30, 2019, and could be paid:



| | (a) | in shares of the Company’s common stock (the “Stock
Bonus Option” and the “Option Shares”). In the event that Mr. Kerby desired to exercise the Stock
Bonus Option, he was required to provide written notice to the Company, and the Company would, subject to availability under the
Plan, grant such Option Shares under the Plan, based on a value per Option Share equal to the closing sales price for the Company’s
common stock on the Nasdaq Capital Market on June 14, 2019 ($3.20 per share); or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | (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 International, Inc. (OTC Pink:VRUS)(“Verus”);
(ii) Recruiter.com Group, Inc. (OTCQB:RCRT); and/or (iii) Bettwork Industries Inc. (OTC Pink:BETW)(collectively, the “Subsidiaries”
and the “Subsidiary Option”). In the event that Mr. Kerby desired to exercise the Subsidiary Option, he was
required to provide written notice to the Company, and the Company would take actions to transfer ownership of such amount of
the common stock of the applicable Subsidiaries to Mr. Kerby equal in value to the Bonus, based on a value per share of the Subsidiaries
common stock (as applicable) equal to the average of the closing sales prices for each applicable Subsidiary’s common stock
on the last five trading days prior to, and not including, the date the notice to exercise the Subsidiary Option has been received
by the Company.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 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 has requested that $119,000 of the
Bonus be paid in shares of Verus’ common stock and as such, the Company agreed to transfer ownership of 5,042,373 shares
of Verus’ common stock (based on an average five day closing price of $0.0236 per share) to Mr. Kerby, to satisfy the Bonus.



Sirapop “Kent”
Taepakdee, Employment Agreement



On January 30, 2020,
Mr. Sirapop “Kent” Taepakdee entered into an employment agreement 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.



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 EBITDA 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.





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Timothy Sikora –
Employment Agreement



On January 30, 2020,
Mr. Timothy Sikora entered into an employment agreement with the Company. Pursuant to Mr. Sikora’s employment agreement,
he agreed to provide services to the Company as the Chief Information Officer and Chief Operations Officer.



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 EBITDA 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.



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.





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Donald P. Monaco,
Guaranty Compensation Agreement



On October 31, 2018,
and effective November 1, 2018, the Company 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 stockholders
without a meeting) or (ii) Mr. Monaco is removed from the board of directors by the stockholders 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.



Director Compensation



The following
table sets forth information concerning the total compensation that we have paid or that has accrued on behalf of our non-executive
directors during the fiscal year ended February 29, 2020. Our executive directors do not receive compensation for their service
on the board of directors separate from the compensation they receive as an executive officer of the Company, as described above.



|Name                             |  | Fiscal Year |      |  | Fees Earned |   |   | Stock Awards* |  |   | Option Awards |  |  | All other Compensation |   |  | Total |  
|-------------------------------- |  | ----------- | ---- |  | ----------- | - | - | ------------- |  | - | ------------- |  |  | ---------------------- | - |  | ----- | -
|Pat LaVecchia, Director          |  |             | 2020 |  |             | $ | — |               |  | $ | 62,625        |  |  | $                      | — |  |       | $
|Donald P. Monaco, Chairman       |  |             | 2020 |  |             | $ | — |               |  | $ | 75,150        |  |  | $                      | — |  |       | $
|Doug Checkeris, Director         |  |             | 2020 |  |             | $ | — |               |  | $ | 62,625        |  |  | $                      | — |  |       | $
|Simon Orange, Director           |  |             | 2020 |  |             | $ | — |               |  | $ | 59,663        |  |  | $                      | — |  |       | $
|Rupert Duchesne, Director        |  |             | 2020 |  |             | $ | — |               |  | $ | 12,033        |  |  | $                      | — |  |       | $
|Robert “Jamie” Mendola, Director |  |             | 2020 |  |             | $ | — |               |  | $ | 15,040        |  |  | $                      | — |  |       | $
|Alexandra C. Zubko, Director     |  |             | 2020 |  |             | $ | — |               |  | $ | 4,131         |  |  | $                      | — |  |       | $
|                                 |  |             |      |  |             |   |   |               |  |   |               |  |  |                        |   |  |       |  



|No director received any Non-Equity Incentive Plan Compensation or Non-Qualified Deferred Compensation for the period above.
|----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            
|*                                                                                                                           
|(1)                                                                                                                         



The compensation
payable to the board of directors currently consists solely of equity, and includes (a) compensation of 20,000 shares per year,
issuable at the rate of 1/4th of such shares quarterly, to each non-executive member of the Board; (b) compensation
of 5,000 shares per year, issuable at the rate of 1/4th of such shares quarterly, to each Chairperson of each Board
committee of the Board; and (c) compensation of 10,000 shares per year, issuable at the rate of 1⁄4th of
such shares quarterly, to the Chairman of the Board, each under the terms of the Plan (collectively, the “Board Compensation
Terms”).



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



The following
table sets forth certain information regarding the beneficial ownership of our common stock (there are currently no shares of preferred
stock issued or outstanding) as of June 18, 2020, by (i) each Named Executive Officer, (ii) each member of our board of directors,
(iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our capital stock, and (iv) all
of our executive officers and directors as a group. Unless otherwise indicated, each person named in the following table is assumed
to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The
address of each person is deemed to be the address of the Company unless otherwise noted.





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Beneficial ownership
has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially
owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise
of an option or warrant or upon conversion of a convertible security) within 60 days of June 18, 2020. In computing the percentage
ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason
of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does
not necessarily reflect the person’s actual voting power at any particular date.



To our knowledge, except
as indicated in the footnotes to this table and pursuant to applicable community property laws, (a) the persons named in the table
have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to
applicable community property laws; and (b) no person owns more than 5% of our common stock. Unless otherwise indicated, the address
for each of the officers or directors listed in the table below is 2893 Executive Park Drive, Suite 201, Weston, Florida 33331.



|Name of Beneficial Owner                                     |  | Shares of Common Stock
        Beneficially Owned (1) |           | Percent of
        Common Stock
        Outstanding (2)
|------------------------------------------------------------ |  | ----------------------------------------------------- | --------- | -------------------------------------------------------
|Executive Officers, Directors and Director Nominees          |  |                                                       |           |                                                        
|William Kerby                                                |  |                                                       | 766,172   | (3)(4)                                                 
|Sirapop ‘Kent’ Taepakdee                                     |  |                                                       | —         |                                                        
|Tim Sikora                                                   |  |                                                       | 1,000     |                                                        
|Donald P. Monaco                                             |  |                                                       | 1,941,534 | (5)                                                    
|Pat LaVecchia                                                |  |                                                       | 133,482   |                                                        
|Doug Checkeris                                               |  |                                                       | 117,500   |                                                        
|Simon Orange                                                 |  |                                                       | 442,557   | (6)                                                    
|Rupert Duchesne                                              |  |                                                       | 15,833    |                                                        
|Robert “Jamie” Mendola                                       |  |                                                       | 482,689   |                                                        
|Alexandra C. Zubko                                           |  |                                                       | 12,055    |                                                        
|Omar Jimenez(+)                                              |  |                                                       | —         |                                                        
|                                                             |  |                                                       |           |                                                        
|All Executive Officers and Directors as a Group (10 persons) |  |                                                       | 3,837,604 |                                                        
|                                                             |  |                                                       |           |                                                        
|5% Stockholders                                              |  |                                                       |           |                                                        
|                                                             |  |                                                       |           |                                                        
|Mark Wilton (7)                                              |  |                                                       | 917,396   | (4)                                                    
|IDS, Inc. (8)                                                |  |                                                       | 1,968,000 |                                                        



* Less than 1%.



(+) Former Named Executive Officer who
no longer has any affiliation with the Company. Information disclosed is based solely on our review of our record stockholders’
list, without independent verification, and including for purposes of the table above, ownership only in the name of the applicable
holder and those entities which the holder is listed as a contact person for. The applicable stockholder may actually beneficially
own more or less shares than as disclosed above.



|(1) | Includes options, warrants and convertible securities exercisable or convertible for common stock within 60 days of June 18, 2020.
|--- | ----------------------------------------------------------------------------------------------------------------------------------





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| | (2) | Based
    on 13,311,839 shares of common stock outstanding as of June 18, 2020.
| | --- | -------------------------------------------------------------------------------





| | (3) | William
    Kerby holds 670,872 shares of common stock and warrants to purchase 15,300 shares of common stock of the Company individually.
    Mr. Kerby is deemed to own 80,000 shares held by In-Room Retail Systems, LLC, which entity he owns.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | On
    August 24, 2017, and effective on August 22, 2017, we entered into a Debt Conversion and Voting Agreement with Mark A. Wilton,
    pursuant to the Debt Conversion and Voting Agreement, Mr. Wilton agreed to vote (and provided William Kerby, our Chief Executive
    Officer, and any other individual who is designated by us in the future, a proxy to vote), all of the voting shares held by
    him, in favor of any proposals recommended by the board of directors of the Company (the “Wilton Voting Rights”).
    The Wilton Voting Rights are not included in Mr. Kerby’s beneficial ownership as described in the table above as such
    voting rights only apply when, and if, the board of directors adopts a proposal and recommends Mr. Wilton vote to approve
    such proposal. The shares of common stock subject to the Wilton Voting Rights are included in Mr. Wilton’s beneficial
    ownership as reported above.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Donald
    P. Monaco beneficially owns (i) 934,224 shares of common stock owned by the Donald P. Monaco Insurance Trust (the “Trust”),
    and (ii) 822,302 shares are beneficially owned by Monaco Investment Partners II, LP (“MI Partners”). Mr.
    Monaco also individually owns 185,008 shares of common stock of the Company. Mr. Monaco is the managing general partner of
    MI Partners and trustee of the Trust. Mr. Monaco disclaims beneficial ownership of all shares held by the Trust and MI Partners
    in excess of his pecuniary interest, if any.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Simon
    Orange holds 199,542 shares of common stock and warrants to purchase 8,000 shares of common stock of the Company individually.
    Mr. Orange is deemed to own 186,557 shares of common stock and warrants to purchase 75,750 shares of common stock of the Company
    held by Charcoal Investment LTD, which entity he owns.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Address:
    1314 E. Las Olas Blvd Apt #45, Fort Lauderdale, Florida 33301.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (8) | Address:
    21781 Ventura Blvd Ste. 231, Woodland Hills, California 91634. The shares held in the name of IDS, Inc. are beneficially owned
    by Ari Daniels, the Chief Executive Officer of IDS, Inc. (“IDS”). Based on information reported on Schedule
    13G filed by IDS, Inc. with the SEC on October 3, 2019, which has not been independently verified. 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 1,968,000 shares of common stock disclosed above to the Company and preventing
    such persons from selling or transferring any shares, seeks damages from the defendants, rescission of the IP Purchase Agreement
    pursuant to which the shares were issued, attorneys fees and other amounts. The complaint was filed as a result of IDS’s
    failure to deliver certain intellectual property assets which were acquired by the Company from IDS in August 2019, 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.



Changes
in Control



We
have not entered into any definitive arrangements that may result in “changes in control” as that term is defined by the provisions
of Item 403(c) of Regulation S-K.





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Securities
Authorized for Issuance Under Equity Compensation Plans*





|Plan category                                              |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights as of February 29, 2020 |        | Weighted-average exercise price of outstanding options, warrants and rights |   | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------- | ------ | --------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------------
|                                                           |  | (a)                                                                                                                 |        | (b)                                                                         |   | (c)                                                                                                                                        
|Equity compensation plans approved by security holders     |  |                                                                                                                     | —      |                                                                             | $ | —                                                                                                                                          
|Equity compensation plans not approved by security holders |  |                                                                                                                     | 18,760 |                                                                             | $ | 5.13                                                                                                                                       
|Total                                                      |  |                                                                                                                     | 18,760 |                                                                             | $ | 5.13                                                                                                                                       





*
As of February 29, 2020.



Equity
Compensation Plan Information



On
August 25, 2017, the board of directors adopted, subject to the ratification by the majority stockholders, which occurred effective
on September 13, 2017, the Company’s 2017 Equity Incentive Plan (the “Plan” or the “2017 Plan”).
The Plan is intended to secure for the Company the benefits arising from ownership of the Company’s common stock by the
employees, officers, directors and consultants of the Company, all of whom are, and will be, responsible for the Company’s
future growth. The Plan is designed to help attract and retain for the Company, qualified personnel for positions of exceptional
responsibility, to reward employees, officers, directors and consultants for their services to the Company and to motivate such
individuals through added incentives to further contribute to the success of the Company.



The
Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to any limitations provided
by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock
options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing.
Incentive stock options granted under the Plan are intended to qualify as “incentive stock options” within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Nonqualified (non-statutory
stock options) granted under the Plan are not intended to qualify as incentive stock options under the Code.



No
incentive stock option may be granted under the Plan to any person who, at the time of the grant, owns (or is deemed to own) stock
possessing more than 10% of the total combined voting power of our Company or any affiliate of our Company, unless the exercise
price is at least 110% of the fair market value of the stock subject to the option on the date of grant and the term of the option
does not exceed five years from the date of grant.



The
Plan is administered by the board of directors of the Company and/or the Company’s Compensation Committee. Subject to adjustment
in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock,
or a reorganization or reclassification of the Company’s common stock, the maximum aggregate number of shares of common
stock which may be issued pursuant to awards under the Plan is 2,000,000 shares. Such shares of common stock shall be made available
from the authorized and unissued shares of the Company.





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



Except
as discussed below or otherwise disclosed above under “Item 11. Executive Compensation”
– “Summary Executive Compensation Table”, “Employment
and Compensation Agreements”, and “Director Compensation”, which
information is incorporated by reference where applicable in this “Certain Relationships and Related Transactions, and
Director Independence” section, the following sets forth a summary of all transactions since the beginning of the fiscal
year of 2018, or any currently proposed transaction, in which the Company was to be a participant and the amount involved exceeded
or exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at the fiscal year-end for
2020 and 2019, and in which any Related Person had or will have a direct or indirect material interest. We believe the terms obtained
or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable
to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions. “Related
Persons” include each of our “Named Executive Officers” as defined under “Item
11. Executive Compensation” – “Summary Executive Compensation
Table”, above, each person who was serving on our board of directors as of the date that the related party transaction
occurred, Mark Wilton, his related entities and immediate family members, who is a greater than 5% shareholder of the Company,
and IDS, Inc., which is a greater than 10% shareholder of the Company.



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.



On
July 28, 2018, we 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 was 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
accrued 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 could be prepaid at any time without penalty. The Monaco Trust Note contained 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, we borrowed $300,000 from the Monaco Trust. The loan was 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 accrued 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 could be prepaid at any time without penalty. The 2nd Monaco Trust Note contained 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 “Kerby Note”). The amount owed pursuant to the Kerby Note accrued
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 could be prepaid at any time without penalty. The Kerby Note contained 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.





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On
November 29, 2018 and December 6, 2018, we entered into Stock Purchase Agreements with each of (a) 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; 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 Industries
Inc. (“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) 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.



On
February 4, 2019, the Company borrowed $150,000 from the Monaco Trust. The loan was evidenced by a Promissory Note in the amount
of up to $700,000 (the “2019 Monaco Trust Note”). The amount owed pursuant to the 2019 Monaco Trust Note accrued
interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and was due and payable on February 1,
2020, provided that the note could be prepaid at any time without penalty. The 2019 Monaco Trust Note contained standard and customary
events of default. On February 14, 2019, the Company borrowed an additional $200,000 from the Monaco Trust under the 2019 Monaco
Trust Note and on March 27, 2019, the Company borrowed an additional $250,000 from the Monaco Trust under the 2019 Monaco Trust
Note for a total borrowed from the 2019 Monaco Trust Note of $600,000. The loan was repaid on April 29, 2019, from funds raised
in the Underwritten Offering (discussed below).



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. $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 and the remainder was repaid on April 29, 2019, from funds raised in the Underwritten
Offering (defined below).



On
March 5, 2019, a First Amendment to Warrant agreement (the “Amendment”) between the Company and the Monaco
Trust, 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 Monaco Trust’s immediate exercise of such warrants for cash.
Total consideration received by the Company from the exercise of the 35,750 warrants exercised by the Monaco Trust was $101,887.50.



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 accrued 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 the Underwritten Offering. The loan was
repaid on May 2, 2019, from funds raised in the Underwritten Offering (discussed below).



On
April 25, 2019, we entered into an underwriting agreement (the “Underwriting Agreement”) with the 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.





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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 (7%) and expenses of the underwriters.



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 International, Inc. (“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 under the 2019 Monaco Trust Note 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 “Jamie” 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 originally due and payable on February 1, 2020, but have since been extended as discussed below, 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 Versus.
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.





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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 (the 2019 Monaco Trust Note discussed above),
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 Monaco 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, could 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
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.



On
March 27, 2020, the Company entered into second amendments to the Director Notes 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. 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
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 1,968,000 shares of common stock disclosed above to the Company and preventing
such persons from selling or transferring any shares, seeks damages from the defendants, rescission of the IP Purchase Agreement
pursuant to which the shares were issued, attorneys fees and other amounts. The complaint was filed as a result of IDS’s
failure to deliver certain intellectual property assets which were acquired by the Company from IDS in August 2019, 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.



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



On
June 10, 2020, we borrowed an additional $350,000 from the Monaco Trust under the Revolving Monaco Trust Note.



As
of the date of this report, the Revolving Monaco Trust Note has a balance of $1,925,000 and the amount remaining under the note
of $775,000, 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.



Review
and Approval of Related Party Transactions



The
Audit Committee of the board of directors is tasked with reviewing and approving any issues relating to conflicts of interests
and all related party transactions of the Company (“Related Party Transactions”). The Audit Committee, in undertaking
such review and approval, will analyze the following factors, in addition to any other factors the Audit Committee deems appropriate,
in determining whether to approve a Related Party Transaction: (1) the fairness of the terms for the Company (including fairness
from a financial point of view); (2) the materiality of the transaction; (3) bids / terms for such transaction from unrelated
parties; (4) the structure of the transaction; (5) the policies, rules and regulations of the U.S. federal and state securities
laws; (6) the policies of the Committee; and (7) interests of each related party in the transaction.





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The
Audit Committee will only approve a Related Party Transaction if the Audit Committee determines that the terms of the Related
Party Transaction are beneficial and fair (including fair from a financial point of view) to the Company and are lawful under
the laws of the United States. In the event multiple members of the Audit Committee are deemed a related party, the Related Party
Transaction will be considered by the disinterested members of the board of directors in place of the Committee.



In
addition, our Code of Ethics (described above under “Code of Ethics”), which is applicable
to all of our employees, officers and directors, requires that all employees, officers and directors avoid any conflict, or the
appearance of a conflict, between an individual’s personal interests and our interests.



Director
Independence



The
board of directors annually determines the independence of each director and nominee for election as a director. The Board makes
these determinations in accordance with NASDAQ’s listing standards for the independence of directors and the SEC’s
rules.



In
assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships,
including transactions conducted, between the Company and each director and between the Company and any organization for which
one of our directors is a director or executive officer or with which one of our directors is otherwise affiliated.



The
Board has affirmatively determined that each of Mr. Pat LaVecchia, Mr. Doug Checkeris, Mr. Simon Orange, Mr. Rupert Duchesne,
Mr. Robert “Jamie” Mendola and Ms. Alexandra C. Zubko are independent.



In
accordance with NASDAQ requirements, our Board is comprised of a majority of independent directors and the Nominating and Corporate
Governance, Compensation and Audit Committees are all comprised entirely of independent directors.



Item
14. Principal Accountant Fees and Services.



The
following table presents fees for professional audit services performed by Thayer O’Neal Company, LLC (“Thayer”),
M&K CPAS, PLLC (“M&K”) and LBB & Associates Ltd., LLP (“LBB”) for the audit
of our annual financial statements and review of our quarterly financial statements for the years ended February 29, 2020 and
February 28, 2019. Thayer has served as our independent registered accounting firm since May 16, 2019, and audited our financial
statements for the years ended February 29, 2020 and February 28, 2019. Prior to the appointment of Thayer, M&K had served
as our independent registered accounting firm from October 11, 2018 to May 16, 2019. M&K reviewed the Company’s Quarterly
Reports on Form 10-Q for the quarters ended August 31, 2018 and November 30, 2018. M&K did not provide any audit reports to
the Company. Prior to the appointment of M&K, LBB served as our independent registered accounting firm for the year ended
February 28, 2018.



|                          |  | Thayer |        | M&K |      | LBB   
|------------------------- |  | ------ | ------ | --- | ---- | ------
|                          |  | 2020   | 2019   |     | 2020 | 2019  
|Audit
    Fees(1)         |  | $      | 89,000 |     | $    | 53,000
|Audit-Related
    Fees(2) |  |        | —      |     |      | —     
|Tax
    Fees(3)           |  |        | —      |     |      | —     
|All
    Other Fees(4)     |  |        | —      |     |      | —     
|Total                     |  | $      | 89,000 |     | $    | 53,000





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| | (1) | Audit
fees include professional services rendered for (1) the audit of our annual financial statements for the fiscal years ended February
29, 2020 and February 28, 2019 and (ii) the reviews of the financial statements included in our quarterly reports on Form 10-Q
for such years.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Audit-related
fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of
our consolidated financial statements, but are not reported under “Audit fees.”
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Fees
include professional services relating to preparation of the annual tax return.
| | --- | ------------------------------------------------------------------------------------



| | (4) | Other
fees include professional services for review of various filings and issuance of consents.
| | --- | ------------------------------------------------------------------------------------------------



As
shown in the table above, in aggregate for the fiscal years ended February 29, 2020 and February 28, 2019, we paid $97,670 and
$171,575, respectively, in audit fees, audit-related fees, tax fees and other fees, to our independent
auditors.



Pre-Approval
Policies



It
is the policy of our board of directors that all services to be provided by our independent registered public accounting firm,
including audit services and permitted audit-related and non-audit services, must be pre-approved by our board of directors. Our
board of directors pre-approved all services, audit and non-audit, provided to us by Thayer, M&K and LBB for fiscal 2020 and
2019.





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AUDIT
COMMITTEE REPORT



The
Audit Committee represents and assists the board of directors in fulfilling its responsibilities for general oversight of the
integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements,
the independent registered public accounting firm’s qualifications and independence, the performance of the Company’s
internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit
Committee manages the Company’s relationship with its independent registered public accounting firm (which reports directly
to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting
or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined
by the Audit Committee, from the Company for such advice and assistance.



In
connection with the audited financial statements of the Company for the year ended February 29, 2020, the Audit Committee of the
Board of Directors of the Company (1) reviewed and discussed the audited financial statements with the Company’s management;
(2) discussed with the Company’s independent auditors the applicable requirements of the Public Company Accounting Oversight
Board (PCAOB) and the Securities and Exchange Commission; (3) received the written disclosures and the letter from the independent
auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the
Audit Committee concerning independence; (4) discussed with the independent auditors the independent auditors’ independence;
and (5) considered whether the provision of non-audit services by the Company’s principal auditors is compatible with maintaining
auditor independence.



Based
upon these reviews and discussions, the Audit Committee recommended to the board of directors, and the board of directors approved,
that the audited financial statements for the year ended February 29, 2020 be included in the Company’s Annual Report on
Form 10-K for the year ended February 29, 2020, for filing with the Securities and Exchange Commission.



The
undersigned members of the Audit Committee have submitted this Report to the board of directors.



Audit
Committee



/s/ Pat
LaVecchia (Chairman)



/s/
Rupert Duchesne



/s
Alexandra C. Zubko





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PART
IV



Item
15. Exhibits, Financial Statement Schedules.



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.





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SIGNATURES



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



|Date:
    June 25, 2020 | MONAKER
    GROUP, INC.
|----------------------- | -----------------------
|                        |                        
|                        | By:                    
|                        |                        
|                        |                        
|                        |                        
|                        |                        
|                        | By:                    
|                        |                        
|                        |                        
|                        |                        





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EXHIBIT INDEX



|           |  |                                                                                                                                                                   |  |                             |  |                           |  |           |  |             |  |           
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | ------------------------- |  | --------- |  | ----------- |  | ----------
|           |  |                                                                                                                                                                   |  |                             |  | Incorporated By Reference
|ExhibitNo. |  | 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
|           |  |                                                                                                                                                                   |  |                             |  |                           |  |           |  |            
|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  





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|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                                                                                                                                                                |  |  |  | 10-K |  | 4.1   |  | 5/29/2020 |  | 000-52669
|     |  |                                                                                                                                                                                                       |  |  |  |      |  |       |  |           |  |          
|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
|     |  |                                                                                                                                                                                                       |  |  |  |      |  |       |  |           |  |          
|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





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|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
|         |  |                                                                                                                                                                               |  |  |  |     |  |      |  |           |  |          
|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





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|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 
|       |  |                                                                                                                                                                                                                  |  |  |  |     |  |      |  |           |  |           
|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 





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|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
|      |  |                                                                                                                                                                                                                   |  |  |      |  |      |  |            |  |          
|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 | 
|      |  |                                                                                                                                                                                        |  |  |      |  |       |  |            | 
|10.48 |  | $1,200,000 Promissory Note payable by Monaker Group, Inc. to National Bank of Commerce                                                                                                 |  |  | 10-Q |  | 10.12 |  | 01/13/2020 | 
|      |  |                                                                                                                                                                                        |  |  |      |  |       |  |            | 
|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 | 
|      |  |                                                                                                                                                                                        |  |  |      |  |       |  |            | 
|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 | 
|      |  |                                                                                                                                                                                        |  |  |      |  |       |  |            | 
|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 | 





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|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 |     
|          |  |                                                                                                                                                 |  |  |  |      |  |       |  |            |  |           |     
|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                                 |  |  |  | 10-K |  | 10.61 |  | 5/29/2020  |  | 000-52669 | 10-K



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|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----- |  | ----- |  | --------- |  | ---------- | ----
|10.62@*** |  | Employment
    Agreement dated January 30, 2020 by and between Monaker Group, Inc. and Timothy Sikora                                                 |  |  | 10-K  |  | 10.62 |  | 5/29/2020 |  | 000-52669  | 10-K
|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     
|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                                                                                                                                          |  |  | 10-K  |  | 21.1  |  | 5/29/2020 |  | 000-52669  | 10-K
|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     
|23.1      |  | Consent
    of Thayer O’Neal Company, LLC                                                                                                             |  |  | 10-K  |  | 23.1  |  | 5/29/2020 |  | 000-52669  | 10-K
|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     
|31.1      |  | Certification
    of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act                                                    |  |  | 10-K  |  | 31.1  |  | 5/29/2020 |  | 000-52669  | 10-K
|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     
|31.2      |  | Certification
    of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act                                                    |  |  | 10-K  |  | 31.2  |  | 5/29/2020 |  | 000-52669  | 10-K
|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     
|31.3*     |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act                                                        |  |  | X     |  |       |  |           |  |            |     
|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     
|31.4*     |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act                                                        |  |  | X     |  |       |  |           |  |            |     
|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     
|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 |  |  |       |  | 32.1  |  | 5/29/2020 |  | 000-52669  | 10-K
|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     
|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 |  |  |       |  | 32.2  |  | 5/29/2020 |  | 000-52669  | 10-K
|          |  |                                                                                                                                                       |  |  |       |  |       |  |           |  |            |     







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|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              |  | 101.INS |  | 5/29/2020 |  | 000-52669 | 10-K | 31.1 |  | 5/29/2020
|------- |  | ----------------------------------- |  | ------- |  | --------- |  | --------- | ---- | ---- |  | ---------
|        |  |                                     |  |         |  |           |  |           |      |      |  |          
|101.SCH |  | XBRL Schema Document                |  | 101.SCH |  | 5/29/2020 |  | 000-52669 | 10-K | 31.1 |  | 5/29/2020
|        |  |                                     |  |         |  |           |  |           |      |      |  |          
|101.CAL |  | XBRL Calculation Linkbase Document  |  | 101.CAL |  | 5/29/2020 |  | 000-52669 | 10-K | 31.1 |  | 5/29/2020
|        |  |                                     |  |         |  |           |  |           |      |      |  |          
|101.DEF |  | XBRL Definition Linkbase Document   |  | 101.DEF |  | 5/29/2020 |  | 000-52669 | 10-K | 31.1 |  | 5/29/2020
|        |  |                                     |  |         |  |           |  |           |      |      |  |          
|101.LAB |  | XBRL Label Linkbase Document        |  | 101.LAB |  | 5/29/2020 |  | 000-52669 | 10-K | 31.1 |  | 5/29/2020
|        |  |                                     |  |         |  |           |  |           |      |      |  |          
|101.PRE |  | XBRL Presentation Linkbase Document |  | 101.PRE |  | 5/29/2020 |  | 000-52669 | 10-K | 31.1 |  | 5/29/2020



|*   | 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.



42