UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: August 31, ~~2020~~2021

☐

TRANSITION REPORT PURSUANT TO 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.~~ (GRAPHIC)

(Exact name of registrant as specified in its charter)

Nevada	26-3509845
(State or other jurisdiction of	~~(I.R.S. Employer~~
incorporation or formation)	(I.R.S. Employer Identification Number)

1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida	33323
(Address of principal executive offices)	(Zip Code)

~~2893 Executive Park Drive~~
~~Suite 201~~(954)888-9779

~~Weston, FL 33331~~

~~(Address of principal executive offices)~~

~~(954) 888-9779~~

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock,

~~$0.00001~~ $0.00001 Par Value Per Share

~~MKGI~~

NXTP

The NASDAQ Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 (§232.405 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer" and “smaller reporting company” and “~~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 ☐

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October ~~14, 2020,~~20, 2021 the registrant had ~~14,564,589~~95,206,484 shares of its common stock, par value $0.00001 per share, outstanding.

NEXTPLAY TECHNOLOGIES, INC.,

formerly MONAKER GROUP, INC.

FORM 10-Q

For the Quarter Ended AUGUST 31, 2021

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1

WHERE YOU CAN FIND OTHER INFORMATION	3

PART I – FINANCIAL INFORMATION	1 4

Item 1. Financial ~~Statements.~~Statements	1 4
Condensed Consolidated balance sheets	4
Condensed Consolidated Statements of Operations, net and comprehensive loss	5
Condensed Consolidated Statements of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	7
Notes to the condensed Consolidated Financial Statements (Unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations	22 42
Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk	31 48
Item 4. Controls and Procedures.	32 49

PART II – OTHER INFORMATION	33 51

Item 1. Legal ~~Proceedings.~~Proceedings	33 51
Item 1A. Risk ~~Factors.~~Factors	33 51
Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds	38 55
Item 3. Defaults Upon Senior ~~Securities.~~Securities	38 55
Item 4. Mine Safety ~~Disclosures.~~Disclosures	38 55
Item 5. Other ~~Information.~~Information	38 55
Item 6. ~~Exhibits.~~Exhibits	38 56

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of NextPlay Technologies, Inc., formerly Monaker Group, Inc. (the “Company”) that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. In particular, as discussed in greater detail below, our financial condition and results could be materially adversely affected by the continued impacts and disruptions caused by the novel coronavirus (COVID-19) global pandemic and governmental responses thereto. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Report, including under “Risk Factors”, and in other reports the Company files with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K for the year ended February 28, 2021, as filed with the SEC on June 8, 2021 (under the heading “Risk Factors” and in other parts of that report) and in the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2021, as filed with the SEC on July 14, 2021 (under the heading “Risk Factors”). The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as otherwise required by law.

The following discussion is based upon our unaudited Consolidated Financial Statements included elsewhere in this Report, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, derivative liabilities and related disclosure of contingencies. Each of these decisions has some impact on the financial results for any given period. In making these decisions, we consider various factors including contractual obligations, customer satisfaction, competition, internal and external financial targets and expectations, and financial planning objectives. On an on-going basis, we evaluate our estimates, including those related to allowances for doubtful accounts, impairment of long-term assets, especially goodwill and intangible assets, assumptions used in the valuation of stock-based compensation, and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, and in other reports we file with the SEC, and in our most recent Annual Report on Form 10-K. All references to years relate to the calendar year ended February 28 or 29 (during leap years) of the particular year.

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Summary Risk Factors

We face risks and uncertainties related to our business, many of which are beyond our control. In particular, risks associated with our business include:

● Combining HotPlay Enterprise Limited (“HotPlay”) and the Company may be more difficult, costly or time-consuming than expected and the Company may fail to realize the anticipated benefits of the HotPlay share exchange, including expected financial and operating performance of the combined company;

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

● Various third parties owe the Company a significant amount of money which may not be timely paid, if at all;

● The Company owes significant amounts to Streeterville Capital, LLC, which are secured by a security interest over substantially all of its assets;

● The Company will need to raise additional funding to support its operations, which funding may not be available on favorable terms, if at all;

● The Company’s operations have been negatively affected by, and have experienced material declines as a result of, COVID-19 and the governmental responses thereto;

● Currently pending and future litigation affecting the Company may have a material adverse effect on the Company;

● The Company’s operations are subject to uncertainties and risks outside of its control, including third party delays in submissions of alternative lodging rental listings and failures to maintain such rental listings, integrations of such listings and the renewal of such listings;

● The Company is subject to extensive government regulations and rules, the failure to comply which may have a material adverse effect on the Company;

● The success of the Company is subject to the development of new products and services over time;

● Longroot Holding (Thailand) Company Limited’s operations are subject to risks associated with cryptocurrency exchanges being a new industry, regulatory changes and/or restrictions, potential illegal uses of cryptocurrencies, the acceptance and widespread use of cryptocurrencies, cyber security risks, and competing blockchain technologies;

● The Company is subject to competition with competitors who have significantly more resources, more brand recognition and a longer operating history than the Company;

● The Company is subject to risks associated with failures to maintain intellectual property and claims by third parties relating to an allegation that the Company violated such third parties’ intellectual property rights;

● The Company relies on third party service providers and the failure of such third parties to provide the services contracted for, on the terms contracted, or otherwise, could have a material adverse effect on the Company;

● The Company relies on the internet and internet infrastructure for its operations and in order to generate revenues;

● The Company’s ability to raise funding, and dilution caused by such fundings, anti-dilution rights included in outstanding warrants;

● The trading price of the Company’s common stock is subject to numerous risks, including volatility and illiquidity;

● The price of our common stock may fluctuate significantly, and you could lose all or part of your investment;

● The officers and directors of the Company have the ability to exercise significant influence over the Company;

● Our business depends substantially on property owners and managers renewing their listings;

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

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

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

● We have incurred significant losses to date and require additional capital which may not be available on commercially acceptable terms, if at all;

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● Our ability to integrate the operations of NextBank International, Inc., and regulatory and other risks associated therewith; and

● Those discussed under the caption “Risk Factors” of this Report.

WHERE YOU CAN FIND OTHER INFORMATION

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

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NextPlay Technologies, Inc.

Condensed Consolidated Balance Sheets

August 31, February 28,

2021
(Unaudited)

2021
(Audited)

Assets
Current Assets
Cash $ 8,944,775 $ 444,920
Prepaid expenses and other current assets 2,598,781 235,746
Accounts Receivable 1,551,256 0
Unbilled receivable 4,760,457 0
Other Receivable, related parties 192,510 —
Advance for investment 2,227,117 —
Investment in unconsolidated affiliate: Short-term 13,844 —
Convertible notes receivable, related party 7,657,024 3,000,000
Loans receivable 9,309,102 0
Total current assets $ 37,254,866 $ 3,680,666

Non- Current Assets
Investment in unconsolidated affiliates: Long-term 884,902 —
Intangible assets, net 20,315,624 7,759,603
Goodwill 42,990,276 0
Computers, furniture and equipment, net 629,005 25,793
Operating lease right-of-use asset 1,232,520 —
Security Deposits 459,470 —
Total non-current assets $ 66,511,797 $ 7,785,396

Total assets $ 103,766,663 $ 11,466,062

Liabilities and Stockholders’ Equity
Current Liabilities
Line of credit & notes payable, net $ 11,484,788 $ —
Accounts payable and accrued expenses 6,190,967 343,941
Other current liabilities 127,227 11,163
Deferred revenue 898,088 0
Other current liabilities-customer deposits 11,269,465 0
Other liabilities affiliate — 38,260
Notes payable - related party 769,965 1,053,082
Total current liabilities 30,740,500 $ 1,446,446

Non-Current Liabilities
Note payable long term, related parties 1,350,994 0
Operating lease liability 1,232,520 —
Total non-current liabilities $ 2,583,514 $ —

Total liabilities $ 33,324,014 $ 1,446,446

Commitments and contingencies

Stockholders’ equity
Series A Preferred stock, $.01 par value; 3,000,000 authorized; 0 and 0 shares issued and outstanding at August 31, 2021 and February 28, 2021, respectively — —
Series B Preferred stock, $.00001 par value; 10,000,000 authorized; 0 and 10,000,000 shares issued and outstanding at August 31, 2021 and February 28, 2021, respectively — —
Series C Preferred stock, $.00001 par value; 3,828,500 authorized; 0 and 3,828,500 shares issued and outstanding at August 31, 2021 and February 28, 2021, respectively — —
Common stock, $0.00001 par value; 500,000,000 shares authorized; 89,693,984 and 62,400,000 shares outstanding at August 31, 2021 and February 28, 2021, respectively 895 624
Treasury stock (771,456 ) —
Additional paid-in-capital 77,518,323 11,599,357
Accumulated other comprehensive income (130,275 ) 10,221
Accumulated deficit (10,410,073 ) (1,200,309 )
Stockholders’ equity attributable to NextPlay Technologies, Inc. $ 66,207,414 $ 10,409,893
Non-controlling interest in consolidated affiliates 4,235,235 (390,277 )

Total stockholders’ equity 70,442,649 10,019,616
Total liabilities and stockholders’ equity $ 103,766,663 $ 11,466,062
~~Monaker Group, Inc. and Subsidiaries~~
~~Consolidated Balance Sheet~~The accompanying notes are an integral part of these condensed consolidated financial statements.

August 31, February 29,
2020 2020
(Unaudited) (Audited)
Assets
Current Assets
Cash $ 424,914 $ 162,506
Prepaid expenses and other current assets 132,023 334,995
Investment in unconsolidated affiliate - Short-term 164,662 979,954
Notes receivable, net 37,500 37,500
Security deposits 94,536 53,279
Total current assets 853,635 1,568,234

Investment in unconsolidated affiliate 1,177,849 1,849,077
Website Development costs and intangible assets, net 7,051,023 6,712,547
Fixed Assets, net 24,268 19,664
Operating lease right-of-use asset 36,185 76,762
Total assets $ 9,142,960 $ 10,226,284

Liabilities and Stockholders’ Deficit
Current Liabilities
Line of Credit & Notes Payable $
1,739,890
$ 1,192,716
Accounts payable and accrued expenses
819,005
833,679
Other current liabilities 82,055 400,692
Operating lease liability 38,194 76,762
Revolving promissory notes - related party 2,175,000 1,575,000
Total current liabilities
4,854,144
4,078,849

Paycheck Protection Program loan – long term 176,534 —
Total liabilities $ 5,030,678 $ 4,078,849

Commitments and contingencies

Stockholders’ equity
Common stock, $.00001 par value; 500,000,000 shares authorized; 14,461,839 and 13,069,339 shares issued and outstanding at August 31, 2020 and February 29, 2020, respectively 144 131
Additional paid-in-capital 124,724,106 122,000,201
Accumulated deficit (120,611,968 ) (115,852,897 )
Total stockholders’ equity 4,112,282 6,147,435
Total liabilities and stockholders’ equity $ 9,142,960 $ 10,226,284
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NextPlay Technologies, Inc.
Condensed Consolidated Statements of Operations, Net and Comprehensive Loss
(Unaudited)

For the six months ended For the three months ended
August 31, August 31, August 31, August 31,
2021 2020 2021 2020

Revenues
Travel services $ 36,890 $ — $ 36,890 $ —
Interest and bank services 293,357 — 293,357 —
Media subscription and services 2,317,036 — 2,317,036 —

Total revenues 2,647,283 — 2,647,283 —

Cost of Revenues

Travel services 34,231 — 34,231 —
Interest and bank services 87,339 — 87,339 —
Media subscription and services 1,152,770 — 1,152,770 —
Total Cost of Revenue 1,274,340 — 1,274,340 —

Gross Profit 1,372,943 — 1,372,943 —

Operating Expenses
General and administrative 2,245,896 222,993 2,057,079 211,234
Salaries and benefits 2,128,542 111,677 1,948,700 76,532
Technology and development 251,253 221 251,253 221
Stock-based compensation 215,233 — 215,233 —
Selling and promotions expense 361,629 — 334,350 —
Depreciation and Amortization 1,526,740 194,114 1,391,947 130,782

Total operating expenses 6,729,293 529,005 6,198,562 418,769

Operating Loss (5,356,350 ) (529,005 ) (4,825,619 ) (418,769 )

Other Income/ (Expense)
Valuation gain/ (loss), net (1,496,393 ) (1,496,393 )
Impairment loss (3,126,543 ) (3,126,543 )
Interest income (expense) 1,207 (24,828 ) 42,291 (16,927 )
Realized gain/(loss) on sale of marketable securities (59,586 ) — (59,586 ) —
Other income/ (expense) 2,139 281 3,435 554
Total other income/ (expense) (4,679,176 ) (24,547 ) (4,636,796 ) (16,373 )

Net (Loss) before tax $ (10,035,526 ) $ (553,552 ) $ (9,462,415 ) $ (435,142 )
Estimated Corporate Taxes
49,373
—
49,373
—
Net Loss (9,986,153 ) (553,552 ) (9,413,042 ) (435,142 )

Share of non-controlling interest
$ (776,389 ) $ (354,932 ) $ (599,041 ) $ (236,522 )
Net (loss) attributable to parent (9,209,764 ) (198,620 ) (8,814,001 ) (198,620 )

Other Comprehensive (loss) income:
Foreign currency translation gain (loss) (140,496 ) 21,086 (117,829 ) 21,487
Total other comprehensive loss (10,126,649 ) (532,466 ) (9,530,871 ) (413,655 )

Comprehensive loss (10,126,649 ) (532,466 ) (9,530,871 ) (413,655 )

Weighted average number of common shares outstanding
Basic 87,837,223 104,563 88,607,026 93,333
Diluted 87,837,223 104,563 88,607,026 93,333
Basic net loss per share $ (0.10 ) $ (1.90 ) $ (0.10 ) $ (2.13 )
Diluted net loss per share $ (0.10 ) $ (1.90 ) $ (0.10 ) $ (2.13 )

The accompanying notes are an integral part of these condensed consolidated financial statements.
1 5
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~~Monaker Group,~~NextPlay Technologies, Inc. ~~and Subsidiaries~~
~~Consolidated Statements of Operations~~
~~(Unaudited)~~
For the Three Months ended For the Six Months ended
August 31, August 31 August 31, August 31
2020 2019 2020 2019
Revenues
Travel and Commission revenues $ 34,545 $ 247,833 $ 42,419 $ 269,650
Gross revenues 34,545 247,833 42,419 269,650

Cost of revenues (28,240 ) (199,055 ) (33,767 ) (211,437 )
Gross profit 6,305 48,778 8,652 58,213

Operating Expenses
General and administrative 1,435,014 340,311 1,747,131 540,731
Salaries and benefits 531,242 384,968 1,023,318 732,111
Technology and development 156,208 480,121 316,022 978,196
Stock-based compensation 106,879 165,429 169,462 590,661
Selling and promotions expense 75,975 2,241 149,180 12,594
Depreciation and Amortization 57,990 73,451 163,306 146,902
Total operating expenses 2,363,308 1,446,521 3,568,419 3,001,195

Operating Loss (2,357,003 ) (1,397,743 ) (3,559,767 ) (2,942,982 )

Other Expense
Valuation loss, net (302,376 ) (2,557,669 ) (644,309 )
(2,409,634
)
Interest expense (106,889 ) (28,101 ) (185,952 ) (66,514 )
Contract settlement expenses — — — —
Realized gain/(loss) on sale of marketable securities 28,796 — (484,516 ) —
Other Income 27,348 9,392 115,473 8,673
Total other expense (353,121 ) (2,576,378 ) (1,199,304 )
(2,467,475
)

Net Loss $ (2,710,124 ) $ (3,974,121 ) $ (4,759,071 ) $
(5,410,457
)

Weighted average number of common shares outstanding
Basic 13,764,257 11,056,138 13,509,141 10,540,198

Diluted 13,764,257 11,056,138 13,509,141 10,540,198

Basic net loss per share $ (0.20 ) $ (0.36 ) $ (0.35 ) $ (0.51 )

Diluted net loss per share $ (0.20 ) $ (0.36 ) $ (0.35 ) $ (0.51 )
~~The accompanying notes are an integral part of these consolidated financial statements.~~
2
~~Table of Contents~~
~~Monaker Group, Inc. and Subsidiaries~~
Condensed Consolidated Statements of Stockholders’ Equity
For the six months ended August 31, ~~2020~~2021
Preferred Stock A Common Stock Additional Paid-in Accumulated Stockholders’
Shares Amount Shares Amount Capital Deficit Equity
Balances, February 29, 2020 — $ — 13,069,339 $ 131 $ 122,000,201 $ (115,852,897 ) $ 6,147,435

Common stock issued for cash — — 1,000,000 10 1,819,990 — 1,820,000
Shares issued for stock compensation — — 102,500 1 126,561 — 126,562
Shares issued for Investor Relations — — 255,000 2 733,654 — 733,656
Shares issued for marketing services — — 35,000 — 43,700 — 43,700
Net (loss) — — — — — (4,759,071 ) (4,759,071 )
Balances, August 31, 2020 — $ — 14,461,839 $ 144 $ 124,724,106 $ (120,611,968 ) $ 4,112,282

Preferred
B Shares Preferred B Amount Preferred
C Shares Preferred C Amount Common Stock Shares Common Stock
$ Value Treasury Stock Subscription receivable Additional Paid In Capital Accumulated deficit Accumulated other comprehensive income Total
shareholders’ equity Minority interest Total
shareholders’ equity
Balance at February 28, 2021 —   —   —   —   62,400,000 $ 624 —   $ —   $ 11,599,357 $ (1,200,309 ) $ 10,221 $ 10,409,893 $ (390,277 ) $ 10,019,616
Reduction of share capital (10,400,000 ) (104 ) —   —   (2,999,896 ) —   —   (3,000,000 ) (3,000,000 )
Reverse acquisition recapitalization 10,000,000 100 3,828,500 38 23,854,203 238 62,813,297 62,813,535 5,401,901 68,215,436
Conversion of preferred (10,000,000 ) (100 ) (3,828,500 ) (38 ) 11,246,200 112 (112 ) —   —
Shares issued for consulting and bonus 333,000 3 621,747 621,750 621,750
Shares issued for debt payment 335,000 3 669,997 670,000 670,000
Shares issued for business acquisition 1,925,581 19 4,813,933 4,813,952 4,813,952
Shares issued for bonus 8,000 0 16,000 16,000 16,000
Share repurchase (771,456 ) (771,456 ) (771,456 )
Foreign currency translation adjustment (140,496 ) (140,496 ) (140,496 )
Net loss for the period (9,209,764 ) (9,209,764 ) (776,389 ) (9,986,153 )
Balance at August 31, 2021 —   —   —   —   89,693,984 $ 895 $ (771,456 ) $ —   $ 77,518,323 $ (10,410,073 ) $ (130,275 ) $ 66,207,414 $ 4,235,235 $ 70,442,649

For the ~~Three~~three months ended August 31, ~~2020~~2021
Preferred Stock A Common Stock Additional Paid-in Accumulated Stockholders’
Shares Amount Shares Amount Capital Deficit Equity
Balances, May 31, 2020 — $ — 13,270,589 $ 133 $ 122,144,027 $ (117,901,844 ) $ 4,242,316

Common stock issued for cash — — 1,000,000 10 1,819,990 — 1,820,000
Shares issued for stock compensation — — 61,250 — 57,679 — 57,679
Shares issued for Investor Relations — — 130,000 1 702,410 — 702,411
Shares issued for marketing services — — — — — — —
Net (loss) — — — — — (2,710,124 ) (2,710,124 )
Balances, August 31, 2020 — $ — 14,461,839 $ 144 $ 124,724,106 $ (120,611,968 ) $ 4,112,282

Preferred
B Shares
Preferred B Amount Preferred C Shares Preferred C Amount Common Stock Shares
Common Stock
$ Value
Treasury Stock Subscription receivable Additional Paid In Capital Accumulated deficit Accumulated other comprehensive income Total
shareholders’ equity Minority interest Total
shareholders’ equity
Balance at May 31, 2021 —   —   —   —   62,400,000 $ 624 —   $ —   $ 11,599,357 $ (1,596,072 ) $ (12,446 ) $ 9,991,463 $ (567,625 ) $ 9,423,838
Reduction of share capital (10,400,000 ) (104 ) —   —   (2,999,896 ) —   —   (3,000,000 ) (3,000,000 )
Reverse acquisition recapitalization 10,000,000 100 3,828,500 38 23,854,203 238 62,813,297 62,813,535 5,401,901 68,215,436
Conversion of preferred (10,000,000 ) (100 ) (3,828,500 ) (38 ) 11,246,200 112 (112 ) —   —
Shares issued for consulting and bonus 333,000 3 621,747 621,750 621,750
Shares issued for debt payment 335,000 3 669,997 670,000 670,000
Shares issued for business acquisition 1,925,581 19 4,813,933 4,813,952 4,813,952
Shares issued for bonus 8,000 0 16,000 16,000 16,000
Share repurchase (771,456 ) (771,456 ) (771,456 )
Foreign currency translation adjustment (117,829 ) (117,829 ) (117,829 )
Net loss for the period (8,814,001 ) (8,814,001 ) (599,041 ) (9,413,042 )
Balance at August 31, 2021 —   —   —   —   89,693,984 $ 895 $ (771,456 ) $ —   $ 77,518,323 $ (10,410,073 ) $ (130,275 ) $ 66,207,414 $ 4,235,235 $ 70,442,649
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~~Table of Contents~~
~~Monaker Group, Inc. and Subsidiaries~~NextPlay Technologies, Inc
Consolidated Statements of Stockholders’ Equity
For the six months ended August 31, ~~2019~~2020

Preferred Stock A Common Stock Additional Paid-in Accumulated Stockholders’
Shares Amount Shares Amount Capital Deficit Equity
Balances, February 28, 2019 — $ — 9,590,956 $ 96 $ 114,265,762 $ (106,398,211 ) $ 7,867,647
Common stock issued for cash — — 1,000,500 10 1,785,920 — 1,785,930
Warrants Exercised — — 122,350 1 275,086 — 275,087
Stock issued for stock compensation — — 123,124 1 370,811 — 370,812
Shares issued for Investor Relations — — 34,000 — 102,000 — 102,000
Shares issued for Intangible Assets — — 1,968,000 20 4,919,980 — 4,920,000
Warrants expired — — — — (254,943 ) — (254,943 )
Net (loss) — — — — (5,410,457 ) (5,410,457 )
Balances, August 31, 2019 — $ — $ 12,838,930 $ 128 $ 121,464,616 $ (111,808,668 ) $ 9,656,076
Preferred B Shares Preferred B Amount Preferred C Shares Preferred C Amount Common Stock Shares
Common Stock
$ Value
Treasury Stock Subscription receivable Additional Paid In Capital Accumulated deficit Accumulated other comprehensive income
Total
shareholders’ equity
Minority interest Total
shareholders’ equity
Balance as of March 6, 2020 (inception) —   —   —   —   —   —   —   —   —   —   —   —   —   —
Share contribution
cash 13,134,541 132 (1,878,113 ) 3,030,916 1,152,935 1,152,935
intangible assets 39,000,000 390 —   5,553,888 5,554,278 5,554,278
Discount on common stock —   —
Net loss for the period (198,620 ) (198,620 ) (354,932 ) (553,552 )
Foreign currency translation adjustment (21,086 ) 21,086 21,086
Balance at August 31, 2020 —   —   —   —   52,134,541 $ 522 $ —   $ (1,878,113 ) $ 8,584,804 $ (198,620 ) $ 21,086 $ 6,529,679 $ (354,932 ) $ 6,174,747

For the three months ended August 31, 2020
For the Three months ended August 31, 2019
Preferred Stock A Common Stock Additional Paid-in Accumulated Stockholders’
Shares Amount Shares Amount Capital Deficit Equity
Balances, May 31, 2019 — $ — 10,713,806 $ 107 $ 116,326,768 $ (107,834,547 ) $ 8,492,328
Common stock issued for cash — — — — — — —
Warrants Exercised — — — — — — —
Stock issued for stock compensation — — 123,124 1 370,811 — 370,812
Shares issued for Investor Relations — — 34,000 — 102,000 — 102,000
Shares issued for Intangible Assets — — 1,968,000 20 4,919,980 — 4,920,000
Warrants Expired — — — — (254,943 ) — (254,943 )
Net (loss) — — — — (3,974,121 ) (3,974,121 )
Balances, August 31, 2019 — $ — $ 12,838,930 $ 128 $ 121,464,616 $ (111,808,668 ) $ 9,656,076
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~~Table of Contents~~
Preferred B Shares Preferred B Amount Preferred C Shares Preferred C Amount Common Stock Shares Common Stock $ Value Treasury Stock Subscription receivable Additional Paid In Capital Accumulated deficit Accumulated other comprehensive income
Total
shareholders’ equity
Minority interest
Total
shareholders’ equity

Balance as of May 31, 2020 —   —   —   —   52,134,541 $ 522 $ —   $ (1,878,113 ) $ 8,584,804 $ — $ (401 ) $ 6,706,812 $ (118,410 ) $ 6,588,402
Share contribution
cash —   �� —   —   —   —   —
intangible assets —   —   —   —   —   —
Net loss for the period (198,620 ) (198,620 ) (236,522 ) (435,142 )
Foreign currency translation adjustment 21,487 21,487 21,487
Balance at August 31, 2020 —   —   —   —   52,134,541 $ 522 $ —   $ (1,878,113 ) $ 8,584,804 $ (198,620 ) $ 21,086 $ 6,529,679 $ (354,932 ) $ 6,174,747

~~Monaker Group, Inc. and Subsidiaries~~
~~Consolidated Statements of Cash Flows~~
~~(Unaudited)~~
For the Six Months Ended
August 31, 2020 August 31, 2019
Cash flows from operating activities:
Net loss $ (4,759,071 ) $ (5,410,457 )

Adjustments to reconcile net loss to net cash from (used in) operating activities:
Amortization and depreciation 163,306 146,902
Stock based compensation and consulting fees 876,618 217,869
Valuation loss, net 1,128,825 2,940,225
Shares issued for intangible assets — 4,920,000
Changes in operating assets and liabilities:
Increase/(Decrease) in prepaid expenses and other current assets 189,016 (376,522 )
(Decrease)/Increase in accounts payable and accrued expenses
(14,675
) 129,797
(Decrease)/Increase in other current liabilities
(155,031
) 77,597

Net cash provided by (used in) operating activities $ (2,571,012 ) $ 2,645,411

Cash flows from investing activities:
Payment related to Intangible assets (151,000 ) (4,981,622 )
Purchase of furniture, fixture, and equipment (7,073 ) —
Payment related to website development costs (259,910 ) (183 )
Proceeds from sale of marketable securities 107,695 —

Net cash (used in) investing activities $ (310,288 ) $ (4,981,805 )

Cash flows from financing activities:
Proceeds from issuance of common stock 1,820,000 1,785,930
Proceeds from exercise of warrants — 275,087
Proceeds from Paycheck Protection Program loan 176,534 —
Proceeds from promissory notes 895,000 —
Payment on promissory notes (347,826 ) —
Payment on promissory notes - related party (225,000 ) (350,000 )
Proceeds from promissory notes - related party 825,000 700,000

Net cash provided by financing activities $ 3,143,708 $ 2,411,017

Net increase in cash $ 262,408 $ 74,653

Cash at beginning of period $ 162,506 $ 32,979

Cash at end of period $ 424,914 $ 107,632

Supplemental disclosure:

Cash paid for interest $ 185,952 $ 66,514

The accompanying notes are an integral part of these condensed consolidated financial statements.
5 6
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NextPlay Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

For the Six Months Ended

Cash flows from operating activities:

August 31,
2021

August 31,
2020
Net (loss) $ (9,209,764 ) $ (198,620 )

Adjustments to reconcile net income to net cash used for operating activities:
Depreciation and amortization 1,526,740 194,114
Valuation loss, net 1,555,979 —
Stock Based Compensation 621,750 —
Gain on Sale of assets (26 ) —
Share of non-controlling interest (776,389 ) (354,932 )
Gain / (Loss) on currency translation — —
Impairment Loss 3,126,543 —
Changes in operating assets and liabilities:
Amounts due from related parties 14,479 (232,058 )
Amounts due to related party 73,188 71,748
Accounts receivable 4,749,175 —
Unbilled receivable (4,760,457 ) —
Loans receivable (1,572,298 ) —
Prepaid expenses 666,159 (103,967 )
Security deposits (86,610 ) —
Operating lease 25,300 —
Accounts payable & Accrued expenses 591,616 48,850
Deferred revenue - related party (69,374 ) —
Other current liabilities $ (105,284 ) $ 5,193

Cash used in operating activities $ (3,629,273 ) $ (569,672 )

Cash flows from investing activities:
     Short term investment - related party 235,658 —
Investment in unconsolidated affiliate 113,644 —
Additions of intangible assets - related party (755,639 ) (944,766 )
Additions of intangible assets (684,041 ) —
Purchase of computer, furniture, and equipment - related party (117,385 ) —
Purchase of computer, furniture, and equipment (23,690 ) (12,945 )
Proceeds from disposal of fixed assets 1,460 —
Effects of a business combination of NextBank 4,200,006 —
Effects of a business combination of NextPlay (Monaker) 9,323,686 —

Cash provided by (used in) investing activities $ 12,293,699 (957,711 )

Cash flows from financing activities:
Proceeds from issuance of ordinary shares —   1,152,935
Proceed from notes payable - related party 700,000 1,165,211
Repayment of notes payable - related party (213,155 ) (692,828 )
Treasury stock transaction (771,456 ) —
Proceeds from promissory notes - related party 1,564,149 —
Payments on promissory notes - related party $ (1,303,613 ) $

Cash (used in) provided by financing activities $ (24,075 ) $ 1,625,318

Net increase/(Decrease) in cash 8,640,351 97,935

   Foreign currency translation adjustment (140,496 ) 11,770

Cash at beginning of period $ 444,920 $ —

Cash at end of period $ 8,944,775 $ 109,705

Supplemental disclosures of cash flow information

Cash paid for interest $ 43,174 $ 20,653

NON-CASH TRANSACTIONS
Addition of intangible assets through exchanging shares —   5,599,981
Settle (a) Convertible note receivable and (b) note payable due to closing share exchange transaction 12,000,000 —
Settle (a) Convertible note receivable and (b) share capital increase due to closing share exchange transaction 3,000,000 —
Operating lease right to use assets obtained in exchange for new operating lease liabilities —
The accompanying notes are an integral part of these condensed consolidated financial statements.
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NextPlay Technologies, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited)
~~(Unaudited)~~
Note 1 – Summary of Business Operations and Significant Accounting Policies
Nature of Operations and Business Organization
NextPlay Technologies, Inc. and its consolidated subsidiaries (“NextPlay”, “we”, “our”, “us”, or the “Company”) is building a technology solutions company, offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay’s engaging products and services utilize innovative advertising technology (AdTech), Artificial Intelligence (AI) and financial technology (FinTech) solutions to leverage the strengths and channels of its existing and acquired technologies.
NextPlay is organized into three (3) divisions: NextMedia, the Company’s Interactive Digital Media Division, NextFinTech, the Company’s Finance and Technology Division; and NextTrip, the Company’s Travel Division.
In the Interactive Digital Media Division, NextPlay closed its acquisition of HotPlay Enterprise Limited and its In-Game Advertising (“IGA”) platform on June 30, 2021, and acquired a 51% interest in Reinhart TV AG (“Reinhart”), on June 23, 2021. Reinhart owns 100 percent of Zappware, a 20-year-old interactive Digital TV solutions company based in Belgium. The acquisition of Reinhart gives NextPlay potential reach into tens of millions of households with its IGA, Video Game, FinTech, and Travel products.
In the Finance and Technology Division, the Company’s acquisition of International Financial Enterprise Bank (“IFEB”), now called NextBank International, Inc. (“NextBank”), is expected to allow NextPlay to offer individuals and households asset management and banking services, and travel related services such as travel finance and travel insurance, subject to regulatory approval and licensing.
Our company in accordance with Thailand foreign ownership laws, holds an indirect control of Longroot (Thailand) Company Limited (“Longroot”) which operates Initial Coin Offering (“ICO”) Portal which is approved and regulated by the Thai Securities and Exchange Commission (“Thai SEC”). The Portal enables us to crypto-securitize an array of high quality alternative assets, such as video games, insurance contracts, and real estate. These digital assets serve as a new asset class and will create significant opportunities to accelerate products and services within the Fintech division’s asset management business.
Leveraging Longroot Thailand’s blockchain technology, NextPlay is developing blockchain products and solutions to support its other business units, such as a next generation insurance solution to be offered through our Travel division.
Our Travel division currently offers booking solutions for both business and leisure travel and plans to expand its product and services offerings by integrating multiple technologies from other NextPlay divisions.
Reverse Acquisition of HotPlay Enterprise Ltd.
On July 23, 2020, the Company (then known as Monaker Group, Inc. (“Monaker”)) entered into a Share Exchange Agreement (as amended from time to time, the “Share Exchange Agreement”) with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay (the “HotPlay Stockholders”). Pursuant to the Share Exchange Agreement, Monaker exchanged shares of its ~~subsidiaries (“Monaker”, “~~we~~”, “our”, “~~us~~”, or “Company”) operate online marketplaces. We believe~~common stock for 100% of the ~~most promising part~~issued and outstanding capital of ~~our business plan is~~HotPlay, with HotPlay continuing as a wholly owned subsidiary of Monaker. The reverse acquisition between HotPlay and Monaker was completed on June 30, 2021. After the ~~incorporation~~reverse acquisition, Monaker changed its name to “NextPlay Technologies, Inc.” The HotPlay acquisition was accounted for as a reverse acquisition with HotPlay being deemed the acquiring company for accounting purposes.
Reverse Acquisition
HotPlay, as the accounting acquirer, recorded the assets acquired and liabilities assumed of Monaker in the reverse acquisition at its fair value as of the acquisition date. HotPlay’s historical financial statements have replaced Monaker’s ~~proprietary Booking Engine~~historical consolidated financial statements with respect to periods prior to the completion of the merger, with retroactive adjustments to HotPlay’s legal capital to reflect the legal capital of Monaker. Monaker (which was renamed NextPlay Technologies, Inc. in connection with the reverse acquisition) remains the continuing registrant and ~~sizeable alternative lodging rental (ALR) properties into well-established marketplaces (i.e. a business-to-business (B2B) model) thereby facilitating easy access~~reporting company.
8
Table of ~~alternative lodging rentals inventory~~Contents
HotPlay was determined to ~~contracted global distributor partners.~~be the accounting acquirer based on the following facts and circumstances: (1) members of HotPlay and HotPlay Stockholders owned approximately 72.61% of the voting interests of the combined company immediately following the closing of the transaction; and (2) the majority of the Board of Directors of the combined company was composed of Directors designated by HotPlay under the terms of the HotPlay Exchange Agreement.
The Company recorded all tangible and intangible assets acquired and liabilities assumed at their preliminary estimated fair values on the reverse acquisition date. The following represents the allocation of the estimated purchase consideration:
Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21)
Fair Value of Monaker assets acquired
Cash $ 9,323,686
Current assets $ 24,082,699
Non-current assets $ 26,247,848
Net assets acquired $ 59,654,233

Fair Value of Monaker liabilities assumed
Current liabilities $ 32,482,320
Non-current liabilities $ 5,420,131
Net liabilities assumed $ 37,902,451

Net assets acquired $ 21,751,782

Purchase consideration
Number of Monaker common shares outstanding as of  6/30/2021 23,854,203
Monaker share price as of  6/30/2021 $ 2.24
Preliminary estimate of fair value of common shares $ 53,433,415
Fair value of total estimated consideration transferred $ 53,433,415

Purchase Price Allocation
Fair value of Monaker net assets acquired as of  6/30/2021 $ 21,751,782

Fair value of total estimated consideration transferred $ 53,433,415
Goodwill $ 31,681,633
The Company serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise.

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Interim Financial Statements
These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended February ~~29, 2020~~28, 2021 and notes thereto and other pertinent information contained in the Form 10-K and 8-K, the Company has filed with the Securities and Exchange Commission (the “SEC”) on ~~May 29, 2020.~~June 8, 2021
The results of operations for the six months ended August 31, ~~2020,~~2021, are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, ~~2021.~~2022.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its ~~wholly-owned~~consolidated subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, the valuation of stock options, and deferred income taxes.
Cash and Cash Equivalents
For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents aton August 31, ~~2020~~2021 and February ~~29, 2020.~~28, 2021.
Prepaid Expenses and Other Current Assets
The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period where it is indicated on the contract.

Website Development Costs

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

~~Software Development Costs~~Loans Receivable

Loans that the Company has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at their outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance.

The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

As of August 31, 2021, there were no loans placed on non-accrual.

Interest and Non-interest Bearing Deposits

During the period ended August 31, 2021, the Company had interest and non-interest- bearing deposits received from customers with interest rates ranging from 0% to 4% payable per annum.

Software Development Costs

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

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Computer, Furniture and Equipment

The Company purchases computers, laptops, furniture and fixture. These are originally recorded at cost and stated at cost less accumulated depreciation. The computers and laptops are depreciated over a useful life of 3 years. The furniture and fixture are depreciated over a useful life of 5 years. Straight-line depreciation is used for all computers, furniture and equipment.

Business Combination

The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired, and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the closing date. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date.

Impairment of Intangible Assets

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

Significant underperformance compared to historical or projected future operating results;

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

Significant negative industry or economic trends.

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

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

~~3. Significant negative industry or economic trends.~~

~~Table of Contents~~

When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred depreciation and amortization expense of ~~$160,837~~$1,526,740 and ~~$146,902~~$194,114 during the six months ended August 31, 2021 and 2020, ~~and 2019,~~ respectively.

~~Convertible Debt Instruments~~Foreign Currency Translation

The Company ~~records debt net~~prepares the financial statements of ~~debt discount for beneficial conversion features~~its foreign subsidiaries using the local currency as the functional currency. The assets and ~~warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics~~liabilities of the ~~Financial Accounting Standards Board (FASB) Accounting Standards Codification.~~Company’s foreign subsidiaries are translated into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholders’ equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss.

Income and expenses are translated at the average monthly rates of exchange. The ~~amounts allocated to warrants~~Company includes realized gains and ~~beneficial conversion rights are recorded as debt discount~~losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and ~~as additional paid-in-capital. Debt discount~~comprehensive loss.

The effect of foreign currency translation on cash and cash equivalents is ~~amortized to interest expense over~~reflected in cash flows from operating activities on the ~~life~~consolidated statements of ~~the debt.~~cash flows.

Reclassification

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

Earnings per Share

Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share isare computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the six months ended August 31, 2021, convertible notes payables were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

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Revenue Recognition

Travel

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

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

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

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

NextBank International

NextBank International provides traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans and receivables financing, among other types of lending services. Revenue is recognized from two sources, interest income and loan fees.

Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful.

Revenue is also recognized on service fees such as loan origination fees, brokering fees, and deposit account fees.

Digital Media

Revenue is generated from subscriptions and services rendered. Subscription revenues are deferred and recognized as the service is performed each month. Revenue from services is recognized when the contractual performance obligation is met.

Cost of Revenue

Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card ~~processors.~~processors, interest expense, loan related commissions, cost of services and sub-contractors.

Selling and Promotions Expense

Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses. The expense for the six months ended August 31, 2021 and August 31, 2020, was $361,629 and $0, respectively.

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Stock Based Compensation

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

The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting awards (“ASU 2018-7”) As a result, awards are measured based on the grant date closing price of the Company’s common stock consistent with awards made to the Company’s employees and directors. The Company recognizes the remaining unrecognized value of unvested awards over the remaining performance period, with no further remeasurement through the performance completion date.

Warrant Modifications

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

Fair Value of Financial Instruments

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

~~Table of Contents~~

The hierarchy consists of three levels:

●

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

●

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

●

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

The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities.

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

~~Going Concern~~

As of August 31, 2020, and February 29, 2020, the Company had an accumulated deficit of $120,611,968 and $115,852,897, respectively. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

~~We have very limited financial resources. We currently have a monthly cash requirement of approximately $460,000.~~

We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, and increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and begin to offset our operating costs. We anticipate obtaining a portion of such funds from HotPlay in the event the HotPlay Exchange Agreement closes. Our failure to close the Share Exchanges or obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. As of August 31, 2020, we had $4,854,143 of current liabilities. We currently do not have the resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern.

~~On July 23, 2020, we entered into (a) a Share Exchange Agreement with HotPlay Enterprise Limited (“HotPlay” and the “HotPlay Exchange Agreement”) and the stockholders of HotPlay (the “HotPlay Stockholders” and the transactions contemplated by the HotPlay Exchange Agreement, the “HotPlay Share Exchange”); and (b) a Share Exchange Agreement with certain stockholders holding shares of Axion Ventures, Inc. (“Axion”, the “Axion Stockholders” and the “Axion Exchange Agreement” and collectively with the HotPlay Exchange Agreement, the “Exchange Agreements”) and certain debt holders holding debt of Axion (the “Axion Creditors” and the transactions contemplated by the Axion Exchange Agreement, the “Axion Share Exchange”, and together with the HotPlay Share Exchange, the “Share Exchanges”).~~

Pursuant to the HotPlay Exchange Agreement, the HotPlay Stockholders agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) for 67.8% of the Company’s Post-Closing Capitalization (defined below)(the “~~HotPlay Percentage” and the “HotPlay Shares”). The Company’s “Post-Closing Capitalization~~” is equal to the total number of shares of Common Stock issued and outstanding following the completion of the Exchange Agreements, and calculated by dividing (A) the total number of shares of the Company’s Common Stock outstanding immediately prior to the closing of the Exchange Agreements (the “~~Closing”), by (B) 17.4%, and rounding such number up to the nearest whole share.~~

Pursuant to the Axion Exchange Agreement, (a) the Axion Stockholders agreed to exchange ordinary shares of Axion currently equal to 33.9% of the outstanding common shares of Axion; and (b) the Axion Creditors agreed to exchange $7,757,024 in promissory notes issued by, or other debt owed by, Axion to such Axion Creditors (the “~~Axion Debt”), with the Company, in consideration for an aggregate of 14.8% of the Company’s Post-Closing Capitalization (as defined above)(the “Axion Percentage” and the “Axion Shares”), and warrants. Specifically, (1) the Axion Creditors are to receive one share of Company Common Stock for each $2.00 of debt exchanged (the “Debt Shares~~”), currently anticipated to total an aggregate of 3,878,512 shares (based on $7,757,024 of debt to be exchanged), (2) one of the Axion Creditors is to receive a warrant to purchase that number of shares of Company Common Stock as equals the total of the debt exchanged, divided by $4.00, currently anticipated to total warrants to purchase 1,939,256 shares of Common Stock (the “~~Creditor Warrants~~”), and (3) the Axion Stockholders are to receive such number of shares of Common Stock as equals the Axion Percentage of the Post-Closing Capitalization, less the Debt Shares, such that the total number of shares issuable to the Axion Stockholders and Axion Creditors (without taking into account any shares issuable upon exercise of the Creditor Warrants), will total the Axion Percentage following the Closing.

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Our current plan is to close the transactions contemplated by the Share Exchanges. We currently operate solely in the travel industry. Upon the completion of the HotPlay Exchange Agreement, the Company plans to transition its operations to those of both a travel company, and an in-game advertising company. During the period until the Closing of the HotPlay Exchange Agreement, and in the event the HotPlay Exchange Agreement is not consummated, the Company intends to continue to actively operate solely in the travel industry.Leases

Management’s plans with regard to this going concern are as follows: the Company plans to work towards closing the HotPlay and Axion share exchanges, which are subject to certain closing conditions and other requirements, will continue to raise funds with third parties by way of public or private offerings, and management and members of the Board are working aggressively to increase the viewership of our products by promoting it across other mediums which we anticipate will result in higher revenues. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern.

Although we currently cannot predict the full impact of the COVID-19 pandemic on our second fiscal 2021 financial results or for the year ended February 28, 2021, we anticipate a significant decrease in year-over-year revenue (similar to the decrease in quarter-over-quarter revenue we experienced during the quarters ended May 31, 2020 and August 31, 2020), which decreases we currently expect to continue throughout the remainder of fiscal 2021 and possibly beyond. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is unknown and impossible to predict at this time.

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

~~Practical Expedients and Exemptions~~

The Company does not disclose the value of unsatisfied performance obligations since its contracts generally have an original expected term of one year or less and the Company recognizes revenues at the amount to which it has the right to invoice for services performed.

The Company applies a practical expedient, as permitted within ASC 340, to expense as incurred the incremental costs to obtain a contract when the amortization period of the asset that would have otherwise been recognized is one year or less.

~~Leases~~

The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets.

Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease.

Recent Accounting ~~Policies Adopted~~Pronouncements

~~Leases.~~ACCOUNTING STANDARDS UPDATE 2016-13, FINANCIAL INSTRUMENTS—CREDIT LOSSES (TOPIC 326) ~~In February~~

On June 16, 2016, the FASB ~~issued new guidance related to accounting and reporting guidelines for leasing arrangements [Accounting~~completed its Financial Instruments—Credit Losses project by issuing Accounting Standards Update No. ~~2016-02, Leases~~2016-13, Financial Instruments—Credit Losses (Topic ~~842) (the Update)]~~326). The new guidance requires ~~entities that lease assets~~organizations to ~~recognize assets~~measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and ~~liabilities on the balance sheet related to the rights~~reasonable and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted and should be applied using a modified retrospective approach. We adopted this new guidance as of March 1, 2019.supportable forecasts.

The ~~key difference between~~new guidance; (i) eliminates the ~~previous guidance~~probable initial recognition threshold in current GAAP and, instead, reflects an organization’s current estimate of all expected credit losses over the ~~Update is~~contractual term of its financial assets, (ii) broadens the ~~recognition of a right-to-use asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. Implementation~~information that an entity can consider when measuring credit losses to include forward-looking information, (iii) increases usefulness of the ~~Update~~financial statements by requiring timely inclusion of forecasted information in forming expectations of credit losses, (iv) increases comparability of purchased financial assets with credit deterioration (PCD assets) with other purchased assets that do not have credit deterioration as well as originated assets because credit losses that are expected will ~~primarily impact~~be recorded through an allowance for credit losses for all assets, (v) increases users’ understanding of underwriting standards and credit quality trends by requiring additional information about credit quality indicators by year of origination (vintage), and (vi) aligns the income statement ~~of financial position. It does not include provisions that would significantly impact the statements of operations or cash flows.~~

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

~~Table of Contents~~

~~Measurement of Credit Losses on Financial Instruments~~~~. In June 2016, the FASB issued new guidance on the measurement~~recognition of credit losses, for ~~financial assets measured at amortized cost, which includes accounts receivable, and~~ available-for-sale debt ~~securities.~~ securities, with the reporting period in which changes occur by recording credit losses (and subsequent changes in credit losses) through an allowance rather than a write down.

The new guidance ~~replaces~~affects organizations that hold financial assets and net investments in leases that are not accounted for at fair value with changes in fair value reported in net income. It affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the ~~existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition~~scope that have the contractual right to receive cash.

For public business entities that meet the definition of ~~credit losses. This update is effective~~a U.S. Securities and Exchange (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for ~~annual periods~~fiscal years beginning after December 15, 2019, including interim periods within those ~~annual periods. Early adoption~~fiscal years. For all other entities, it is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The adoption of this guidance did not have a material impact on our consolidated financial statements.

~~Recent Accounting Pronouncements Not Yet Adopted~~

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for ~~entities for the fiscal years, and interim periods within those~~ fiscal years beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (ASU 2020-01), which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. This guidance will be effective for entities for the fiscal years, and2022, including interim periods within those fiscal ~~years, beginning after December 15, 2020 on a prospective basis, with early adoption~~years. Early application is permitted.

We are currently evaluating the impact of the new guidance.

~~Note 2 – Notes Receivable~~Segment Reporting

Accounting Standards Codification 280-10 “Segment Reporting”, established standards for reporting information about operating segments in annual consolidated financial statements and required selected information about operating segments in interim financial reports issued to stockholders. It also established standards for related disclosures about products, services, and geographic areas. Operating segments are defined as components of the enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

An operating segment component has the following characteristics:

It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

Its discrete financial information is available.

The Company has three operating segments consisting of (i) the NextMedia Division, which consists of HotPlay and Reinhart/Zappware, (ii) the NextFinTech Division, which consists of Longroot and NextBank, and (iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision maker is considered to be the Co-Chief Executive Officers. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level.

See Note 13 Business Segment Reporting for details on each segment unit.

~~Current~~Note 2 - Going Concern

As of August 31, 2021, and February 28, 2021, the Company had an accumulated deficit of $10,410,073 and $1,200,309, respectively. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.

~~$230,000 Promissory Note from Bettwork Industries Inc.~~

We have limited financial resources. As of August 31, 2021, we have working capital of $6,514,366, which we believe is enough to cover our monthly cash requirement of approximately $1,450,000 for the next approximately four months.

~~On October 10, 2018,~~

We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products until such time as we ~~entered into a Promissory Note with Bettwork Industries Inc. (“Bettwork”), a related party,~~generate revenues sufficient to support current operations. We believe that in the ~~amount~~aggregate, we could require several millions of ~~$200,000 which was amended~~dollars to support and ~~superseded~~expand the marketing and development of our travel and technology driven products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business, and cover other operating costs until our planned revenue streams from all businesses and products are fully implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition, and liquidity. We currently do not have the resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern. As indicated by ~~an Amended Promissory Note dated October 19, 2018, in~~ the ~~amount of $230,000 (the “Bettwork Note~~”). The Bettwork Note bears interest at 12% per year and matured on February 28, 2019. All interest and the principal balance are due and payable on the maturity date. The Bettwork Note includes a “~~Default Rate” of eighteen percent (18.0%) per annum and is secured by all~~increase of the outstanding preferred stock shares held by the Chairman of the Board of Directors of Bettwork (which provide for super-majority voting rights) and Bettwork is precluded from issuing additional shares of common stock or preferred stock without consent from Monaker. In November 2018, a payment of $40,000 was received and the outstanding principalCompany’s deferred revenue balance ~~of the Bettwork Note~~ as of August 31, ~~2020 and February 29, 2020 is $190,000 and $190,000, respectively. An allowance for bad debt of $190,000 (i.e.~~2021, $898,088, ~~100%) was reserved against the Bettwork Note as of August 31, 2020 and February 29, 2020; this amount was recognized as a bad debt expense and is included~~we expect to see increase in ~~general and administrative expenses.~~

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

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

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

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

~~On January 13, 2020, we entered into a Promissory Note with Crystal Falls Investments LLC. (“Crystal” and the “Crystal Note”), a related party,~~revenue in the ~~amount of $37,500. The Crystal Note bears interest at 12% per year~~3rd and matured on April 14, 2020. On April 16, 2020 and effective April 14, 2020, a first amendment to the Crystal Note was entered to extend the maturity date to August 14, 2020. All interest and the principal under the Crystal Note are due and payable on the maturity date. The Crystal Note includes a “~~Default Rate~~” of eighteen percent (18.0%) per annum and is secured by 2,000,000 shares of Bettwork’s common stock currently held in escrow. The Company has the right to elect at maturity of the Crystal Note to either take payment of the amount due (i) in cash, or (ii) pledged shares, or any combination of cash and shares. The outstanding principal balance of the Crystal Note as of August 31, 2020 and February 29, 2020 is $37,500 and $37,500, respectively.4th quarter.

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~~On September 15, 2020,~~Management’s plans with regard to this going concern are as follows: (i) the Company plans to continue to raise funds with third parties by way of public or private offerings, (ii) the Company is working aggressively to increase the viewership of its travel and ~~effective August 14, 2020,~~gaming products by promoting it across other mediums which the Company hopes will result in higher revenues, (iii) the Company plans to issue tokens under Longroot entity during the 4th quarter which will result in generating revenues, and (iv) the Company plans to tighten our spending on our expenses which will help in the cost reduction of our operation.

The ability of the Company to continue as a ~~second amendment~~going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern.

Although we currently cannot predict the full impact of the COVID-19 pandemic on our fiscal 2022 financial results relating to our operations, we anticipate an increase in year-over-year revenue as compared to the ~~Crystal Note was entered to between us and Crystal Falls, to extend~~fiscal year 2021 ended February 28, 2021. However, the ~~maturity date~~ultimate extent of the ~~Crystal~~ COVID-19 pandemic and its impact on global travel and overall economic activity is constantly changing and impossible to predict currently.

Note ~~to February 14, 2021. All other terms of the Crystal Note remain unchanged.~~3 – Notable Financial Information

~~Non-current~~Prepaid Expenses and Other Current Assets

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

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

On May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “~~Secured Note~~”). The amount owed under the Secured Note accrues interest at a fluctuating interest rate, based on the prime rate, and is due and payable on May 31, 2020. The repayment of the Secured Note is secured by a first priority security interest in the ‘right to own’ and subsequent to the exercise thereof, the Property. Bettwork may prepay the Secured Note at any time, subject to its obligation to provide the Company 15 days prior written notice prior to any prepayment. The Secured Note was convertible into shares of Bettwork’s common stock, at our option, subject to a 9.99% beneficial ownership limitation. The conversion price of the Secured Note was $1.00 per share, unless, prior to the Secured Note being paid in full, Bettwork completed a capital raise or acquisition and issued common stock or common stock equivalents (including, but not limited to convertible securities) with a price per share (as determined in our reasonable discretion) less than the Conversion Price then in effect (each a “~~Transaction~~”), at which time the Conversion Price was to be adjusted to match such lower pricing structure associated with the Transaction (provided such repricing shall continue to apply to subsequent Transactions which occur prior to the Secured Note being paid in full as well). On July 2, 2018, this promissory note was exchanged for 2,133,333 shares of Bettwork’s common stock at $0.75 per share. The outstanding principal balance of the Secured Note as of August 31, ~~2020~~2021 and February ~~29, 2020 is $0. A deferred gain liability~~28, 2021, the Company had prepaid expenses and other current assets of $1.6 million had been reserved against the Secured Note on May 31, 2018. Upon the exchange of the note for common stock shares of Bettwork, on July 2, 2018, the deferred gain liability reserve of $1.6 million was reversed$2,598,781, and ~~recognized in net income as other income, gain on sales of assets for the quarter ended August 31, 2018. Bettwork’s common stock was quoted on the OTC Pink market under the symbol “BETW~~”.$235,746, respectively.

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

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

	~~(a)~~	~~Our 71.5% membership interest in Voyages North America, LLC, a Delaware limited liability company (“Voyages”), including the voyage.tv website and 16,000 hours of destination and promotional videos;~~
	~~(b)~~	~~Our 10% ownership in Launch360 Media, Inc., a Nevada corporation (“Launch360”);~~
	~~(c)~~	Rights to broadcast television commercials for 60 minutes every day on R&R TV network stations which rights remain in place until the earlier of (i) the date the shares of Launch360 are no longer held by Bettwork; and (ii) the date that Launch360 no longer has rights to broadcast television commercials on R&R TV network stations, for whatever reason; and
	~~(d)~~	~~Our Technology Platform for Home & Away Club and supporting I.C.E. partnership (collectively (a) through (d), the “Assets”).~~

~~Bettwork agreed to pay $2.9 million for the assets, payable in the form of a Secured Convertible Promissory Note (the “$2.9 Million Secured Note~~”). The amount owed under the $2.9 Million Secured Note accrues interest at the rate of (a) six percent per annum until the end of the last day of the month in which the sale occurred; and (b) the greater of (i) six percent per annum and (ii) the prime rate plus 3 3/4% per annum, thereafter through maturity, which maturity date is August 31, 2020, provided that the interest rate increases to twelve percent upon the occurrence of an event of default.

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

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Accounts Receivable

As of August 31, 2021 and February 28, 2021, the Company had accounts receivable of $1,551,256, and $0, respectively.

Unbilled Receivables

As of August 31, 2021 and February 28, 2021, the Company had unbilled receivables of $4,760,457, and $0, respectively.

Loans Receivable

As of August 31, 2021 and February 28, 2021, the Company had loan receivable of $9,309,102, and $0, respectively, relating to NextBank.

Goodwill

As of August 31, 2021 and February 28, 2021, the Company had total goodwill of $42,990,276 and $0, respectively. The increase of $42,990,276 is related to following; (i) the reverse acquisition of HotPlay of $31,681,633, (ii) the acquisition of NextBank International of $7,644,101, and (iii) the acquisition of Zappware by Reinhart of $3,664,542.

Computer, Furniture and Equipment

As of August 31, 2021 and February 28, 2021, the Company had net computer, furniture and equipment of $629,005 and $25,793, of which $39,312, and $1,381 included depreciation expense, respectively.

Accounts Payable and Accrued Expenses

As of August 31, 2021 and February 28, 2021, the Company had accounts payable and accrued expenses of $6,190,967, and $343,941, respectively.

Other Liabilities – Customer Deposits

As of August 31, 2021 and February 28, 2021, the Company had other current liabilities – customer deposits of $11,269,465, and $0, respectively, relating to NextBank.

Deferred Revenue

As of August 31, 2021 and February 28, 2021, the Company had deferred revenue of $898,088, and $0, respectively, relating to travel future sales.

Short Term Note 3Payable – ~~Investment~~Related Parties

As of August 31, 2021 and February 28, 2021, the Company had short term note payable – related party of $769,965, and $1,053,082, respectively, relating to Tree Roots Entertainment and MQDC.

Long Term Note Payable – Related Parties

As of August 31, 2021 and February 28, 2021, the Company had long term note payable – related party of $1,350,994, and $0, respectively, relating to Reinhart long-term loans.

Note 4 – Notes Receivable

Current

$7,657,024 Convertible Notes - Axion Debt Share Exchanges

On July 23, 2020, the Company entered into a Share Exchange Agreement (as amended from time to time, the “HotPlay Exchange Agreement” and the transactions contemplated therein, the “HotPlay Share Exchange”) with HotPlay and the stockholders of HotPlay (the “HotPlay Stockholders”). The transactions contemplated by the HotPlay Exchange Agreement were subject to certain closing conditions, including, the approval of the listing of the combined company’s common stock on the NASDAQ Capital Market following the closing.

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On November 12, 2020, the Company entered into an Amended and Restated Share Exchange Agreement (as amended by the first amendment thereto dated January 6, 2021, the “Axion Exchange Agreement”) with certain stockholders holding shares of Axion Ventures, Inc. (“Axion” and the “Axion Stockholders”) and certain debt holders holding debt of Axion (the “Axion Creditors”)(the “Axion Share Exchange”, and collectively with the HotPlay Exchange Agreement, the “Exchange Agreements” and the transactions contemplated therein, the “Share Exchanges”). The transactions contemplated by the Axion Exchange Agreement closed on November 16, 2020.

Pursuant to the Axion Exchange Agreement, (a) the Axion Stockholders (including Cern One Limited (“Cern One”)), exchanged ordinary shares of Axion equal to approximately 33.85% of the then outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Convertible Preferred Stock of the Company (the “Series B Preferred Stock”); and (b) the Axion Creditors exchanged debt of Axion in the aggregate amount of $7,657,024 (the “Axion Debt”), for (i) 3,828,500 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”); and (ii) a warrant, granted to Cern One, to purchase 1,914,250 shares of the Company’s common stock (the “Creditor Warrants”), which is only exercisable upon the occurrence of certain events (described below). Although the Axion Share Exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, due to a Cease Trade Order issued by the British Columbia Securities Commission, which impacts Axion.

The closing of the HotPlay Exchange Agreement on June 30, 2021, triggered the automatic conversion of the Company’s outstanding Series B Convertible Preferred Stock and Series C Convertible Preferred Stock into common stock of the Company. Specifically, effective June 30, 2021, the 10,000,000 shares of outstanding Series B Convertible Preferred Stock and 3,828,500 shares of outstanding Series C Convertible Preferred Stock automatically converted into 7,417,700 and 3,828,500 shares of common stock of the Company, respectively, in accordance with the terms of such preferred stock (the “Preferred Conversion”).

The Creditor Warrants, have cashless exercise rights, an exercise price of $2.00 per share and have a term of two years, beginning on the Vesting Date (defined below). The Creditor Warrants vest on the earlier of (i) the date the Axion Debt is fully repaid by Axion or (ii) the date that the Company obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021, or the Creditor Warrants will terminate (as applicable, the “Vesting Date”). All of the Creditor Warrants were granted to Cern One.

On August 20, 2021, our counsel sent a demand letter for payment to Axion Ventures Inc. As of August 31, 2021, there has been no response in related to the demand letter.

On September 1, 2021, the Company filed a claim in the Supreme Court of British Columbia demanding payment of $7,657,024.

Note 5 – Investments in Unconsolidated Affiliates

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

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Note 5.1 – Advances for investments

~~Verus International, Inc~~Letter of Intent to Acquire Axion shares

On October 28, 2020, the Company entered into a non-binding Letter of Intent (as amended by the first amendment thereto dated March 10, 2021, the “Letter of Intent”) with Radiant Ventures Limited, which manages Radiant VC1 Limited and ~~NestBuilder.com Corp (OTCMKTS: VRUS)~~Radiant PV 1 Limited, two stockholders of Axion, which the Company acquired approximately 33.85% of (provided that such ownership of Axion has not been formally transferred to the Company to date) on November 16, 2020, as discussed above.

Pursuant to the Letter of Intent, the Company agreed, subject to certain condition precedents, including regulatory approvals and the entry into material agreements with the sellers, to acquire approximately 12 million shares of Axion, equal to 5.7% of Axion’s outstanding shares, from the stockholders for approximately $2 million, payable in a combination of stock and cash. In connection with our entry into the Letter of Intent, we paid the sellers a $500,000 non-refundable deposit towards the cash purchase price of the shares in or around October 2020 (representing 25% of such purchase price). We also issued the sellers 235,000 shares of common stock in March 2021, representing an additional 25% of the purchase price. Both payments are non-refundable. A final payment of 50% of the purchase price is due 10 days after the British Columbia Securities Commission (BCSC) lifts a cease trade order on Axion’s shares and is payable at the option of the sellers in cash or shares of the Company’s common stock, based on a 20% discount to the Company’s stock price at the time the election to take such final payment in shares is made, provided that such stock price valuation will not be less than $2.00 per share and not more than $3.00 per share. The Letter of Intent was to be terminated if the final payment had not been made by the earlier of June 30, 2021 and 15 days after the BCSC lifts the Axion no trade order, but the parties have ~~recognized an impairment loss~~verbally agreed to extend such date. The purchase is also contingent on ~~investment in unconsolidated affiliate.~~ the sellers granting the Company a proxy to vote the shares to be purchased of Axion through closing. The purchase remains subject to the negotiation of, and entry into, a definitive purchase agreement with the sellers, as well as other closing conditions, which have not been entered into and/or which have not been completed, to date.

As of August 31, ~~2020,~~2021, total payment of cash and ~~February 29, 2020, Monaker owned 16,345,101~~ shares is $937,117. The Company plans to make the final payment of ~~Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (“Verus”)) Series A Preferred Stock. This interest was written down to zero ($0) as~~50% of ~~February 28, 2015.~~the purchase price soon after the British Columbia Securities Commission (BCSC) lifts a cease trade order on Axion’s shares, provided that the Company cannot estimate when, or if, such cease trade order will be lifted.

Go Game Securities Purchase Agreement

On ~~December 22, 2017, we~~June 30, 2021, the Company entered into a ~~Settlement~~Securities Purchase Agreement ~~with Verus, NestBuilder.com Corp. (“Nestbuilder~~(the “Go Game SPA”) ~~and American Stock Transfer & Trust Company, LLC (“AST~~with David Ng, an individual (the “Seller”) ~~relating~~. Pursuant to the ~~dismissal with prejudice of certain pending lawsuits with Verus, including Case No.: 1:16-cv-24978- DLG~~Go Game SPA, the Company agreed to acquire a 37% interest in the ~~United States District Court~~capital stock of Go Game Pte Ltd, a Singapore private limited company (“Go Game”), a mobile game publisher and technology company, representing an aggregate of 686,868 shares of Go Game’s Class B Preferred shares (the “Initial Go Game Shares”). The Go Game SPA also included an option whereby the Company can acquire additional shares of Go Game, as described in greater detail below. The aggregate consideration to be paid for the ~~Southern District~~Initial Go Game Shares is; (i) 6,100,000 shares of ~~Florida. As part~~Series D Preferred Stock (representing $6.1 million of value, based on an aggregate liquidation preference of $6.1 million), and (ii) $5 million in cash, with $1.25 million paid on June 30, 2021; $1.25 million payable on or before July 31, 2021; and $2.5 million payable on or before September 30, 2021.

Pursuant to the Go Game SPA, the Company was also granted an option (the “Go Game Option”), to purchase up to an additional 259,895 shares of Go Game’s Class B Preferred shares from the Seller (the “Option Shares”)(representing 14% of Go Game’s outstanding Class B Preferred shares, or 51% with the Initial Go Game Shares). The Go Game Option is subject to the Seller’s acquisition of the ~~Settlement Agreement, Monaker agreed~~Option Shares subsequent to ~~pay Nestbuilder $100,000 and~~the date of the Go Game SPA. The Go Game Option is exercisable from time to ~~issue 20,000~~time after the date that the shareholders of the Company have approved the issuance of shares of ~~Monaker’s restricted~~ common stock ~~to person(s) to be designated by Nestbuilder; Verus reinstated to Monaker 44,470,101 shares~~upon conversion of ~~Verus~~the Series ~~A Convertible~~D Preferred Stock and ~~ratified all rights under~~in connection with the ~~Certificate~~Go Game Option (the “Approval Date”), and prior to January 1, 2022. The per share consideration due in connection with an exercise of ~~Designation as reformed~~the Go Game Option is equal to $70 million, divided by the then number of outstanding shares of Go Game (currently $37.71 per share)(the “Call Option Price”). The Call Option Price is to be satisfied by the issuance of shares of Company common stock valued based on the greater of (a) $2.35 per share and ~~amended (to provide for a conversion ratio~~(b) 85% of ~~1 share~~the average of ~~Verus~~the closing prices of the Company’s common stock for ~~each 1 share of Verus Series A preferred stock converted) and remove any dividend obligations.~~the prior thirty days (the “30-Day Average”). The ~~Verus designation was also amended~~Seller agreed not to ~~provide us with anti-dilution protection below $0.05 per share. Also, as part~~transfer the Option Shares from the date acquired through the exercise or expiration of the ~~Settlement Agreement, Monaker received 49,411~~Go Game Option. Upon issuance of any shares of common stock upon exercise of the Go Game Option, the Seller agreed to enter into a lock-up agreement restricting any sales or transfers of any shares of common stock of ~~Nestbuilder. The agreement further provided for each party to dismiss the above referenced lawsuits with prejudice and for general releases from each party.~~

On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus. Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “~~Series A Preferred Stock~~”)(of which we held 44,470,101 shares of Series A Preferred Stock as of the date of our entry into the Inducement Agreement, which converts into common stock of Verus, and votes on all stockholder matters, on a one-for-one basis, subject to the Ownership Blocker (discussed below)), to remove certain anti-dilution rights described therein; and Verus agreed to issue us 152,029,899 shares of its common stock (valued at approximately $2.2 million, based on a then current trading price of Verus’ common stock of approximately $0.015 per share), following Verus’ planned increase in authorized shares of common stock, pursuant to the anti-dilution rights of that certain Settlement Agreement by and among the Company ~~Verus, American Stock Transfer & Trust Company, LLC and NestBuilder.com Corp. executed on or about December 22, 2017, as previously disclosed. The designation~~for a period of the Series A Preferred Stock, as amended, includes a 9.99% beneficial ownership limitation, preventing the Company from converting such Series A Preferred Stock into common stock of Verus (and reducing the voting rights of such preferred stock proportionally), if upon such conversion, the Company, its affiliates and/or any group which it is a part of, would own greater than 9.99% of Verus’ common stock (the “~~Ownership Blocker”).~~

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

~~Since~~18 months following the issuance ~~date of such common stock, the Company has sold and transferred various shares of common stock of Verus.~~date.

~~As of February 29, 2020, the Company owned 61,247,139 shares of Verus’s common stock which had a fair value of $0.016 per share or $979,954 in aggregate.~~

As of August 31, 2020, the Company owned 54,887,546 shares of common stock of Verus. As of August 31, 2020, the 54,887,546 shares of Verus’s common stock held by the Company had a value of $0.003 per share ($164,663 in aggregate) which resulted in a decrease in the fair value of such shares of $725,506 for the six months ended August 31, 2020. The change in fair value of $725,506 is recognized in net loss as other expense, realized loss, net, as of August 31, 2020.

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We agreed pursuant to the Go Game SPA, that upon our purchase of the Initial Go Game Shares, that we would appoint the Seller to the Board of Directors of the Company, and that we would continue to nominate the Seller as a board nominee for appointment on the Board of Directors at each subsequent shareholder meeting of the Company, subject to certain exceptions, until the earlier of (i) Seller’s death; (ii) Seller’s resignation from the Board of Directors; (iii) the date that Seller is no longer qualified to serve as a member of the Board of Directors; (iv) the date the Board of Directors, acting in good faith, determines that the continued appointment of Seller to the Board of Directors would violate the fiduciary duties of such members of the Board of Directors; (v) the third anniversary of the acquisition of the Initial Go Game Shares; and (vi) the date that the Seller holds less than 2 million shares of Company common stock (including shares of preferred stock issuable upon conversion thereof).

The closing of the acquisition of the Initial Go Game Shares is subject to certain closing conditions and requirements which may not be met on a timely basis, if at all. The Company and Seller have made customary representations and warranties and have agreed to customary covenants in the Go Game SPA. There is no assurance that all of the conditions to the consummation of the Go Game SPA will be satisfied.

In connection with the parties’ entry into the Go Game SPA, the Seller entered into a lock-up agreement with the Company, whereby the Seller agreed that the Seller would not transfer or sell, any of the Series D Preferred Stock shares and/or shares of common stock issuable upon conversion thereof, until 18 months after the Company’s acquisition of the Initial Go Game Shares (the “Initial Closing”), without the prior written consent of the Company, except that 1,525,000 of such shares may be transferred or sold six months after the Initial Closing, and an additional 1,525,000 shares may be transferred or sold 12 months after the Initial Closing.

As of August 31, 2021, the second payment of $1.25 million on or before July 31, 2021 has been on hold upon the completion of due diligence. The Company expects to resume payments upon the completion of the due diligence. Total payment to the Seller is $1,250,000 as of August 31, 2021.

Note 5.2 – Investment in Unconsolidated Affiliates

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

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

On ~~November 29, 2018 and December 6, 2018,~~February 28, 2021, the Company entered into Stock Purchase Agreements with each of (a) the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and the Chairman of the Board of Directors of the Company; and (b) Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company, respectively (collectively, the “~~Purchasers” and the “Stock Purchase Agreements~~”). Pursuant to the Stock Purchase Agreements, the Company agreed to sell each of the Purchasers 428,572 shares of restricted common stock (857,144 in total) of Bettwork, which the Company then held (out of the 7 million shares of restricted common stock obtained by the Company pursuant to that certain Debt Conversion Agreement entered into with Bettwork, dated July 3, 2018, as previously disclosed) for an aggregate of $300,000 ($600,000 in total), or $0.70 per share. The purchase price for the Bettwork shares was determined by the Board of Directors of the Company, based on among other things, the then recent trading prices of Bettwork’s common stock on the OTC Pink Market, as publicly reported. As additional consideration for entering into the Stock Purchase Agreements, the Company granted each of the Purchasers an option to acquire an additional 1,000,000 shares of restricted common stock of Bettwork for $700,000 ($0.70 per share), which option is exercisable by the applicable Purchaser at any time prior to the twenty-four (24) month anniversary of the closing date of the applicable Stock Purchase Agreement. The allocation of the original acquisition price to the shares purchased by the Monaco Trust resulted in a realized loss on the sale of marketable securities of $21,429. The allocation of the original acquisition price to the shares purchased by Charcoal resulted in a realized loss on the sale of marketable securities of $21,429.

~~As of August 31, 2018 (the end of the last fiscal quarter prior to the entry into the Stock Purchase Agreements), the Company had valued the above-noted~~6,142,856 shares of Bettwork’s common stock held by the Company were trading at ~~the stock’s trading price which was $0.70~~$0.09 per ~~share. The carrying value of the Bettwork shares have been marked to market~~share valued at ~~the end of each reporting period through~~$55,286. On August 31, ~~2020.~~

~~As of February 29, 2020,~~2021, the6,142,856 shares of Bettwork’s common stock held by the Company were trading at ~~$0.25~~$0.0003 per share ~~which decreased the fair value of the 6,142,856 remaining shares of Bettwork common stock to $1,535,714 and caused an accumulated fair value loss of $6,081,427 to be realized.~~valued at $1,843. The change in fair value of ~~$6,081,427~~$53,443 is recognized in net loss as other income, valuation loss, net ~~as of February 29, 2020.~~

As August 31, 2020, the 6,142,856 remaining shares of Bettwork’s common stock were trading at $0.15 per share valued at $921,428, which decreased the fair value by $614,286 for the fiscal year to date. The change in fair value of $614,286 is recognized in net loss as other expense, valuation loss, net for the six months ended August 31, ~~2020.~~2021.

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

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

During the quarter ended August 31, 2021, the Company sold in ~~Recruiter was valued on May 31, 2019 at $412,247.~~

~~On January 15, 2019, pursuant to an Agreement and Plan of Merger / Merger Consideration, Truli Technologies Inc which subsequently changed its name to Recruiter.com Group, Inc. (OTCQB: RCRT) (“Recruiter.com”), acquired Recruiter and Monaker exchanged its 2,200 shares in Recruiter for 11,141,810~~open market transactions 68,083 shares of ~~Recruiter.com~~ ~~common~~Recruiter stock.

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

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

~~As of August 31, 2020, the 134,310 shares of Recruiter.com’s common stock were trading at $2.00 per share and valued at $268,620, which increased the fair value of such shares by $44,743~~$28,028 for the six months ended August 31, ~~2020. The change in~~2021.

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On February 28, 2021, the Company owned 78,137 shares of Recruiter’s common stock compared to 3,461 shares of Recruiter’s common stock as of August 31, 2021. As of August 31, 2021, each share of Recruiter’s common stock was valued at $4.00 per share which changed the fair value of ~~$44,743~~the 3,461 shares of Recruiter common stock to $13,844. The net change in the fair value of $139,008 is recognized in net income as other income ~~valuation gain, net,~~ as of August 31, ~~2020.~~2021.

~~Note 4 – Acquisitions and Dispositions~~Acquisition of Axion Shares

~~Sale~~The investment in affiliate of ~~Verus International, Inc Shares~~$4,856,825 as of February 28, 2021, represents the Company’s acquisition of 33.8% of Axion on November 16, 2020. Pursuant to ~~Public~~the Axion Exchange Agreement, which closed on November 16, 2020, the Axion Stockholders, exchanged ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Convertible Preferred Stock of the Company, which automatically converted into 7,417,700 common shares of the Company on June 30, 2021. As of August 31, 2021, the value of this investment decreased by $3,973,766 from $4,856,825 to $883,059, due to the change in the market price of Axion shares.

~~During~~Also pursuant to the ~~month~~Axion Exchange Agreement, which closed on November 16, 2020, certain creditors of ~~March~~Axion (the “Axion Creditors”) exchanged debt owed to them by Axion in the aggregate amount of $7,657,024, for 3,828,500 shares of Series C Convertible Preferred Stock of the Company, which were automatically convertible into common shares of the Company on a one-for-one basis on June 30, 2021. As of August 31, 2021, the values associated with the assumed debt has remained unchanged.

Also pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, the Company ~~sold 3,367,664~~granted a warrant to Cern One Limited (one of the Axion Stockholders), to purchase 1,914,250 shares of ~~Verus’~~the Company’s common ~~stock~~stock. The warrants vest on the earlier of (i) the date the Axion debt is fully repaid by Axion or (ii) the date that the Company obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021, or the warrants will terminate. As of August 31, 2021, there has been no activity related to the ~~public in open market transactions~~warrant and ~~received gross proceeds of $46,670 from such sales.~~the warrant has not vested.

~~During the month of April 2020, the Company sold 2,991,929 shares of Verus’ common stock to the public in open market transactions and received gross proceeds of $40,646 from such sales.~~

~~During the second quarter from June 1, 2020 to August 31, 2020, the Company sold no shares of Verus’ common stock to the public in open market transactions.~~

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Note 56 – ~~Line of Credit~~Acquisitions and ~~Notes Payable~~Dispositions

~~The National Bank of Commerce (FKA: Republic Bank)~~Reinhart Interactive TV AG and Zappware N.V. Acquisition

On ~~June~~January 15, ~~2016,~~2021, we entered into a ~~revolving line~~Founding Investment and Subscription Agreement (the “Investment Agreement”) with Reinhart, and Jan C. Reinhart, the founder of ~~credit agreement~~Reinhart (“Founder”).

The Investment Agreement contemplated the Company acquiring 51% of the ownership of Reinhart, in consideration for 10,000,000 Swiss Francs (approximately $10.7 million US). The closing of the transactions contemplated by the Investment Agreement was to take place on April 1, 2021, or earlier if the conditions to closing were earlier satisfied. Conditions to closing included the Company paying the required capital contribution, approval of the transaction by the board of directors of the Company and Reinhart, and certain requirements and confirmations required by Swiss law. The Investment Agreement included customary representations and warranties of the parties. We also agreed to reimburse the Founder’s legal fees of up to 30,000 Swiss Francs (approximately $33,670) in connection with ~~Republic Bank, Inc. of Duluth, Minnesota (“Republic”),~~the transaction. Additionally, in the ~~maximum amount~~event we failed to close the transactions contemplated by the Investment Agreement by April 1, 2021, we agreed to pay the Founder 500,000 Swiss Francs (approximately $560,000), as a break-up fee.

We paid the founder $10.7 million in cash on March 31, 2021; however, the shares of ~~$1,000,000. Amounts borrowed~~Reinhart were not transferred to the Company until June 23, 2021. The consideration paid to the Founder came largely from funds advanced by HotPlay pursuant to the HotPlay Convertible Notes (defined and described in “Note 8—Notes Payable”, under “HotPlay Convertible Notes”). As of June 23, 2021, all the ~~line~~closing conditions had been satisfied and this transaction has been completed.

In accordance with ASC 805, as described in “Note 1 – Summary of ~~credit accrue interest at~~Business Operations and Significant Accounting Policies”, the ~~Wall Street Journal U.S. Prime Rate plus 1% (updated daily until maturity), payable monthly~~Company has accounted for this business combination utilizing the following values in ~~arrears beginning~~connection with the business acquisition of Reinhart as of June 23, 2021. The business combination accounting is provisionally complete for all assets and liabilities acquired on ~~July 15, 2016. Any amounts borrowed under~~ the ~~line~~acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the applicable guidance.

Acquisition of Reinhart TV AG/Zappware
Total Identifiable Assets $ 20,920,433
Total liabilities $ 10,212,673
Net Assets $ 10,707,760

Total Consideration transferred $ 10,707,760
Reinhart is in the business of ~~credit are originally due on June 15, 2017; however, on June 12, 2017,~~providing a software-based TV and video distribution platform to telecom companies and digital content owners, and providing services to telecom companies and digital content owners for user interaction design, as well as software development, deployment and support.
In connection with our entry into the line of credit was extended for 90 days through September 13, 2017. On December 22, 2016, the revolving line of credit was increased to $1,200,000; all other terms of the revolving line of credit remained unchanged. On September 15, 2017,Investment Agreement, we entered into a ~~replacement revolving line~~Founding Shareholders’ Agreement with the Founder (the “Shareholders’ Agreement”). The Shareholders’ Agreement set forth certain rules for the governance and control of ~~credit agreement with Republic,~~Reinhart. Given the percentage ownership of 51%, the Company controls, also the Shareholders’ Agreement provides that the board of directors of Reinhart will consist of five members, three of which ~~replaced~~will be appointed by the Founder and ~~superseded~~other shareholders of Reinhart, and two of which will be appointed by the ~~prior line~~Company which include William Kerby, the Company’s Co-Chief Executive Officer, and Mark Vange, the then Chief Technology Officer of ~~credit with Republic. The replacement revolving line of credit extended the due date~~HotPlay and current Chief Technology Officer of the ~~Line~~Company; that any material shareholder matters are required to be approved by shareholders holding at least 66 2/3% of ~~Credit~~the total outstanding vote of Reinhart; that in the event Reinhart issues, within five years after the closing date, any equity or convertible equity, with a price less than the most recent valuation of Reinhart’s shares, the shares held by each director who is appointed by the Founder are subject to ~~September 15, 2018.~~ weighted average anti-dilution protection; provides for various restrictions on transfers of shares of Reinhart, including right of first refusal rights, tag-along rights, and drag-along rights, as well as certain rights which would trigger the right of the other parties to the Shareholders’ Agreement to acquire the shares held by an applicable shareholder, for the higher of the fair market value and the nominal value of the shares (except in the case of (c) where the purchase price is the lower of such amounts), if such shareholder (a) commits a criminal act against the interests of another party, Reinhart or its affiliates; (b) breaches the Shareholders’ Agreement, and fails to cure such breach 20 days after notice thereof is provided; or (c) the employment of any employed shareholder is terminated for certain reasons.
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The Shareholders’ Agreement also provides a right for the Founder and any other persons appointed as directors by the Founder to put their shares to the Company, at which time the Company will be required to purchase such shares (the “Founder’s Shares”), based on the following schedule:
Date right is triggered Percent of Founder’s Shares eligible to be sold Required Purchase Price
January 1, 2024 33% 15 times EBITDA based on audited 2023 Reinhart financials
January 1, 2025 66% 15 times EBITDA based on audited 2024 Reinhart financials
December 20, 2025, if the board of directors of Reinhart, together with a majority of the directors appointed by the Company, agree to sell Reinhart to a third party, but the Company and the Founder can’t agree on such sale, by such date 100% Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials
January 1, 2026 100% Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials
The Shareholders’ Agreement also allows the parties to file for an initial public offering on a Swiss trading exchange. The Shareholders’ Agreement has a term of 10 years, extendable thereafter for successive five-year periods, unless terminated by either party with 12 months prior written notice (provided that any such termination shall only be applicable to the terminating shareholder), subject to earlier termination in connection with certain initial public offerings.
NextBank International (formerly IFEB) Acquisition
On ~~September 15, 2018,~~April 1, 2021, we entered into ~~another replacement revolving line~~a Bill of ~~credit agreement~~Sale for Common Stock, effective March 22, 2021 (the “Bill of Sale”), with ~~Republic,~~certain third parties pursuant to which ~~replaced~~the Company agreed to purchase 2,191,489 shares (the “IFEB Shares”) of authorized and ~~superseded the prior line~~outstanding Class A Common Stock of ~~credit with Republic and extended the due date~~International Financial Enterprise Bank, Inc., a Puerto Rico corporation licensed as an Act 273-2012 international financial entity headquartered in San Juan Puerto Rico (“IFEB”), which IFEB Shares totaled approximately 57.1% of the ~~Line~~outstanding Class A Common Stock of ~~Credit~~IFEB. The purchase price of the IFEB Shares was $6,400,000, which amount was paid to ~~September 15, 2019.~~the sellers on April 1, 2021.
IFEB was incorporated in 2017 as a corporation under the laws of the Commonwealth of Puerto Rico and received its international financial entity license on June 18, 2017 from the Office of the Commissioner of Financial Institutions of Puerto Rico, in Spanish, “Oficina del Comisionado de Instituciones Financieras” or “OCIF”, as license #51. As a result, IFEB is regulated by OCIF.
On ~~September 16, 2019,~~May 6, 2021, in anticipation of the acquisition of the IFEB Shares, and control of IFEB, the Company and IFEB entered into a Preferred Stock Exchange Agreement, which was amended by a First Amendment to Preferred Stock Exchange Agreement entered into May 10, 2021 and effective May 6, 2021 (as amended by the first amendment, the “Original Preferred Exchange Agreement”), pursuant to which the Company agreed to exchange 1,950,000 shares of the Company’s restricted common stock for 5,850 shares of cumulative, non-compounding, non-voting, non-convertible, perpetual Series A preferred shares of IFEB. The Original Preferred Exchange Agreement was subsequently replaced by the Preferred Exchange Agreement, described below under “Note 14—Subsequent Events”.
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Notwithstanding the terms of the Bill of the Sale, and the payment by the Company of the aggregate purchase price pursuant thereto, the transfer of the Initial IFEB Shares to the Company and the Company’s acquisition of control of IFEB was subject to review of the Company’s financial viability, as well as other matters, by OCIF, which approval of OCIF was received in June 2021, but which acquisition did not close until July 21, 2021.
Separately, on July 21, 2021, the Company entered into, and closed the transactions contemplated by, a ~~commercial debt modification agreement~~Share Exchange Agreement with ~~Republic~~various other holders of shares of Class A Common Stock of IFEB (the “Additional Sellers” and the “IFEB Exchange Agreement”). Pursuant to ~~extend~~ the ~~maturity~~IFEB Exchange Agreement, the Additional Sellers exchanged an aggregate of 1,649,614 of the outstanding Class A Stock of IFEB, representing 42.94% of such outstanding Class A Stock of IFEB in consideration for an aggregate of 1,926,750 shares of the Company’s restricted common stock (the “IFEB Common Shares”), with each one share of Class A Stock of IFEB being exchanged for 1.168 shares of restricted common stock of the Company, based on an agreed upon value of $2.50 per share for each share of Company common stock and $2.92 per share for each share of Class A Stock of IFEB.
As a result of the closing of both transactions, we acquired control of 100% of IFEB as of July 21, 2021.
In accordance with ASC 805, as described in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, the Company has accounted for this business combination utilizing the following values in connection with the business acquisition of NextBank as of July 21, 2021. The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the guidance.
Acquisition of NextBank International, Inc. (7/21/21)
Fair Value of assets acquired
Cash $ 4,200,006
Current assets $ 8,789,072
Non-current assets $ 224,210
Net assets acquired $ 13,213,288

Fair Value of liabilities assumed
Current liabilities $ 9,643,436
Non-current liabilities $ —
Net liabilities assumed $ 9,643,436

Net assets acquired $ 3,569,852

Purchase consideration
Cash $ 6,400,000 (1)
Common stock (1,925,581 shares @ $2.50) $ 4,813,953
Fair value of total consideration transferred $ 11,213,953

Purchase Price Allocation
Fair value of net assets acquired as of 7/21/2021 $ 3,569,852

Fair value of total consideration transferred $ 11,213,953
Goodwill $ 7,644,101
(1) The $6.4 million of cash was paid by NextPlay prior to the closing of the Reverse Acquisition and is not presented on the Company’s consolidated statement of cash flows
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The IFEB Exchange Agreement required that:
(a)       three legacy board members of IFEB remain on the Board of Directors of IFEB for a period of one year after the closing date of the ~~line~~IFEB Exchange Agreement, subject to rights of ~~credit to December 15, 2019. On December 6, 2019,~~removal if such continued appointment/service as board members would violate the ~~Company entered into another commercial debt modification agreement with National Bank~~fiduciary duties of ~~Commerce (which merged with Republic)(“National Bank”) to extend the maturity date~~any other board members;
(b)       certain outstanding loans held by one of the ~~line of credit to June 30, 2020. The line of credit, as amended~~legacy board members be extended, and extended, provides that amounts borrowed under the line of credit accrue interest at the Wall Street Journal U.S. Prime Rate plus 1% (updated daily until maturity), payable monthly in arrears beginning on September 28, 2018.
~~On May 7, 2020, the Company entered into a new Promissory Note with National Bank (the “New Note~~”). The Note replaced the prior promissory note we had in place with National Bank and extended the due date of the prior note from June 30, 2020 to December 31, 2020. The New Note also amended the interest rate of the prior note to provide that amounts due under the New Note accrue interest at the rate of prime plus 3% (which rate is currently 6.25%)(the interest rate of the prior note was prime plus 1%),be subject to a ~~floor~~further extension;
(c)       that Ms. Nithinan Boonyawattanapisut, Mr. J. Todd Bonner, Mr. Donald P. Monaco and Mr. William Kerby (each a member of ~~4.5%.~~ the Board of Directors of the Company) and Mr. Jan Reinhart, the founder of Reinhart, be appointed as members of the Board of Directors of IFEB;
(d)       that Ronald Poe will be appointed as Vice President of Longroot, Inc., the Company’s wholly-owned subsidiary, and be provided a salary of $120,000 per year, pursuant to an employment agreement; and
(e)       that Robert Fiallo, will be hired by an affiliate of the Company pursuant to an employment agreement, and be paid a base salary of $300,000 per year, plus a bonus of 3% of the profits from projects he works with or assists in developing.
Note 7 – Website Development Costs and Intangible Assets
The ~~New Note may be prepaid at any time without penalty. The New Note contains standard~~following table sets forth the intangible assets, both acquired and ~~customary events of default.~~
~~As of August 31, 2020, and February 29, 2020, $1,192,716 is outstanding under the line of credit.~~
~~Interest expense charged to operations relating to this line of credit was $33,545 and $38,665 for the six months ended August 31, 2020 and 2019, respectively. The Company has accrued interest~~developed, including accumulated amortization as of August 31, 2021:
August 31, 2021
Useful Life Cost Impairment Accumulated
Amortization Net Carrying
Value In-Service
Date
(Estimate)
Website platform 1.0 years $ 400,000 — $ 400,000 $ — —
Contracts, domains, customer lists 2.0 years 1,199,446 — 1,199,446 — —
Website platform 3.0 years 635,756 — 635,756 — —
Website development costs 3.0 years 912,416 — 890,141 22,275 —
Software development costs 3.0 years 36,823,358 — 24,262,427 12,560,931 —
Trademark & License Indefinite 8,019,680 — 923,198 7,096,482 —
Software licenses 3.0 years 367,930 — 47,825 320,105 —
CIP – IDS Project
3,126,543 3,126,543 — — —
CIP – Not in service 315,831 — — 315,831 12/01/2021
$ 51,800,960 3,126,543 $ 28,358,793 20,315,624
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During the quarter ended August 31, 2021, the Company purchased a total of $2,200,000 of the intellectual property including the development of electronic games under a master development and license with HotPlay Thailand. The cost of purchases was recorded as Construction in Progress (CIP).
As part of the IDS Settlement, the Company reviewed the IDS platform software. As a result of the review, the Company determined to impair the remaining balance of the software platform in the amount of $3,126,543 because it will not have a value in use.
Intangible assets are amortized on a straight-line basis over their expected useful lives which is estimated to be 3 years. Amortization expense related to website development costs and intangible assets, excluding amortization of debt issuance costs, was $160,618 and $79,059 for the quarters ended August 31, 2021 and August 31, 2020, ~~and 2019~~respectively.
Based on the carrying value of ~~$6,460 and $-0-, respectively.~~definite-lived intangible assets as of August 31, 2021, we estimate our amortization expense for the next five years will be as follows:
As of August 31, 2021 Amortization Expense
2022 $ 4,905,129
2023 6,790,982
2024 6,400,327
2025 2,219,186
2026 —
$ 20,315,624

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Note 8 – Notes Payable
Note Purchase ~~Agreement: Iliad Research and Trading, L.P.~~Agreements: Streeterville Capital, LLC
On ~~April 3,~~November 23, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 Note Purchase Agreement”) with ~~Iliad Research and Trading, L.P.~~Streeterville Capital, LLC (“~~Iliad~~Streeterville”), pursuant to which the Company sold ~~the Lender~~Streeterville a Secured Promissory Note in the original principal amount of ~~$895,000~~$5,520,000 (the “~~Iliad~~November 2020 Streeterville Note”). ~~Iliad~~Streeterville paid consideration of ~~$800,000~~an initial cash purchase price of $3,500,000 for the ~~Iliad~~note and issued the Company a promissory note in the amount of $1,500,000 (the “November 2020 Investor Note ~~which included an original issue discount~~”). The associated debt issuance costs of ~~$80,000 and reimbursement~~the note were $370,000 for total amount due $3,870,000. In addition to the $370,000 of ~~Iliad’s transaction expenses~~debt issuance costs the Company paid $245,000 for advisory fees, giving net proceeds of ~~$15,000.~~$3,255,000.
The ~~Iliad~~November 2020 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after ~~its issuance~~the date of the note (i.e., on ~~April 3,~~November 23, 2021). From time to time, beginning six months after issuance, ~~Iliad~~Streeterville may redeem a portion of the ~~Iliad~~November 2020 Streeterville Note, not to exceed ~~an amount of $200,000 per month.~~$0.8 million if the November 2020 Investor Note has not been funded and $1.25 million if the November 2020 Investor Note has been funded. In the event we do not pay the amount of any requested redemption within three trading days, an amount equal to ~~25%~~25% of such redemption amount is added to the outstanding balance of the ~~Iliad~~November 2020 Streeterville Note. Under certain circumstances the Company may defer the redemption payments up to three times, for a duration of 30 days each, provided that upon each such deferral the outstanding balance of the ~~Iliad~~November 2020 Streeterville Note is increased by 2%2%. Subject to the terms and conditions set forth in the ~~Iliad~~November 2020 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the ~~Iliad~~November 2020 Streeterville Note at any time subject to a prepayment penalty equal to ~~15%~~10% of the amount of the outstanding balance to be prepaid. For so long as the ~~Iliad~~November 2020 Streeterville Note remains outstanding, the Company has agreed to pay to ~~Iliad 20%~~Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the ~~Iliad~~November 2020 Streeterville Note, which percentage increases to ~~30%~~30% upon the occurrence of, and continuance of, an event of default under the ~~Iliad~~November 2020 Streeterville Note (each an “Equity Payment”). Each time that we fail to pay an Equity Payment, the outstanding balance of the ~~Iliad~~November 2020 Streeterville Note automatically increases by ~~10%~~10%. Additionally, in the event we fail to timely pay any such Equity Payment, ~~Iliad~~Streeterville may seek an injunction which would prevent us from issuing common or preferred stock until or unless we pay such Equity Payment.
The November 2020 Streeterville Note provided that if any of the following events had not occurred on or before April 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) increases by an amount equal to 25% of the then-current outstanding balance thereof (the “April 2021 Note Increase”): (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash through equity investments; (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; (d) HotPlay must have become a co-borrower on the November 2020 Streeterville Note; and (e) the Company must have paid off all outstanding debt obligations to the Donald P. Monaco Insurance Trust and National Bank of Commerce, in full (collectively, the “November 2020 Note Transaction Conditions”).
Pursuant to the ~~Iliad~~November 2020 Streeterville Note, we provided ~~Iliad~~Streeterville a right of first refusal to purchase any promissory note, debenture or other debt instrument which we propose to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that we provide ~~Iliad~~Streeterville such right, and ~~Iliad~~Streeterville does not exercise such right to provide such funding, the outstanding balance of the ~~Iliad~~November 2020 Streeterville Note increases by 3%3%. Each time, if ever, that we fail to comply with the terms of the right of first refusal, the outstanding balance of the ~~Iliad~~November 2020 Streeterville Note increases by ~~10%~~10%. Additionally, upon each major default described in the ~~Iliad~~November 2020 Streeterville Note (i.e., the failure to pay amounts under the ~~Iliad~~November 2020 Streeterville Note when due or to observe any covenant under the November 2020 Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the ~~Iliad~~November 2020 Streeterville Note automatically increases by ~~15%~~15%, and for each other default, the outstanding balance of the ~~Iliad~~November 2020 Streeterville Note automatically increases by 5%5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed ~~30%~~30% of the balance of the ~~Iliad~~Streeterville Note immediately prior to the first event of default.
In connection with the November 2020 Note Purchase Agreement and the ~~Iliad~~November 2020 Streeterville Note, the Company ~~has~~ entered into a Security Agreement with ~~Iliad~~Streeterville (the “Security Agreement”), pursuant to which the obligations of the Company are secured by substantially all of the assets of the Company, subject to ~~the~~a priority lien and security interest in the collateral of ~~National Bank (as defined above) which secures amounts due under its $1.2 million line of credit.~~the Company.
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The November 2020 Investor Note, ~~Purchase Agreement and the Iliad Note contain customary events of default. As described~~ in the ~~Iliad Note, upon~~principal amount of $1,500,000, evidences the ~~occurrence of certain events of default,~~amount payable by Streeterville to the ~~outstanding balance of~~Company as partial consideration for the Iliad Note will become automatically due and payable, and upon the occurrence of other events of default, Iliad may declare the outstanding balance of the Iliad Note immediately due and payable at such time or at any time thereafter. After the occurrence of an event of default (and upon written notice from Iliad), interest on the Iliad Note will accrue at a rate of 22% per annum, or such lesser rate as permitted under applicable law. The Note Purchase Agreement prohibits Iliad from shorting our stock through the period that Iliad holds the Iliad Note.
~~The Purchase Agreement also provides for indemnification of Iliad and its affiliates in the event that they incur loss or damage related to, among other things, a breach~~acquisition by the Company of the November 2020 Streeterville Note. The November 2020 Investor Note accrues interest at the rate of 10% per annum, payable in full on November 23, 2021, subject to a 30-day extension exercisable at the option of Streeterville and may be prepaid at any time. The amount of ~~its representations, warranties or covenants under~~ the Investor Note has been offset against the amount of the November 2020 Streeterville Note in the balance sheet as of February 28, 2021, as both notes have substantially similar terms, and the Investor Note was provided in consideration for the acquisition of a portion of the November 2020 Streeterville Note. The November 2020 Investor Note was subsequently funded in full in January 2021.
On March 22, 2021, we entered into a Note Purchase ~~Agreement.~~
~~On July 30, 2020, we made~~Agreement dated March 23, 2021 (the “March 2021 Note Purchase Agreement”) with Streeterville, pursuant to which the Company sold Streeterville a ~~prepayment of $347,826 towards~~Secured Promissory Note in the ~~Iliad Note. As of August 31, 2020, the outstanding~~original principal amount of ~~the Iliad~~$9,370,000 (the “March 2021 Streeterville Note ~~is $547,174~~”). Streeterville paid consideration of (a) $7,000,000 in cash; and ~~the accrued interest is $34,969.~~
~~The Paycheck Protection Program (PPP) Loan~~
~~On May 8, 2020,~~(b) issued the Company ~~obtained a $176,534 loan (the “Loan”) from The Commercial Bank (the “Lender”), pursuant to the Paycheck Protection Program (the “PPP”) under the “CARES Act”. The Loan is evidenced by~~ a promissory note in the amount of $1,500,000(the “~~PPP~~March 2021 Investor Note”), ~~dated effective May 8, 2020, issued by~~in consideration for the ~~Company to~~March 2021 Streeterville Note, which included an original issue discount of $850,000 (the “OID”) and reimbursement of Streeterville’s transaction expenses of $20,000. A total of $700,000 of the ~~Lender. The~~OID is fully earned and the remaining $150,000 is not fully earned until the March 2021 Investor Note is ~~unsecured with a 2-year term, matures~~fully-funded by Streeterville, which March 2021 Investor Note was fully funded on May ~~8, 2022, and~~26, 2021.
The March 2021 Streeterville Note bears interest at a rate of ~~1.00%~~10% per annum ~~payable monthly commencing~~and matures 12 months after its issuance date (i.e., on ~~November 8, 2020, following~~March 23, 2022). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the March 2021 Streeterville Note, not to exceed $2.125 million. In the event we don’t pay the amount of any requested redemption within three trading days, an ~~initial~~amount equal to 25% of such redemption amount is added to the outstanding balance of the March 2021 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral ~~period as specified under~~ the ~~PPP. The PPP~~outstanding balance of the March 2021 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the March 2021 Streeterville Note, the Company may ~~be prepaid~~prepay all or any portion of the outstanding balance of the March 2021 Streeterville Note at any time ~~prior~~subject to ~~maturity with no~~a prepayment ~~penalties. Proceeds~~penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the March 2021 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the ~~Loan~~sale of any of its common stock or preferred stock, which payments will be ~~available~~applied towards and will reduce the outstanding balance of the March 2021 Streeterville Note, which percentage increases to30% upon the occurrence of, and continuance of, an event of default under the March 2021 Streeterville Note (each an “Equity Payment”). Each time that we fail to pay an Equity Payment, the outstanding balance of the March 2021 Streeterville Note automatically increases by 10%. Additionally, in the event we fail to timely pay any such Equity Payment, Streeterville may seek an injunction which would prevent us from issuing common or preferred stock until or unless we pay such Equity Payment.
The March 2021 Streeterville Note provides that if any of the following events have not occurred on or before June 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) increases by an amount equal to 25% of the then-current outstanding balance thereof: (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash or debt through equity investments (which has been completed); (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to ~~fund designated expenses, including certain payroll costs, rent, utilities~~HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; and ~~other permitted expenses,~~(d) HotPlay must have become a co-borrower on the March 2021 Streeterville Note (collectively, the “March 2021 Note Transaction Conditions”).
The March 2021 Note Purchase Agreement required that we complete the purchase of the Reinhart (the “Reinhart Interest”), within ten days of the date of the sale of the March 2021 Streeterville Note, and that the Company pledge the Reinhart Interest to Streeterville pursuant to a pledge agreement thereafter, both of which were timely completed.
Also on May 26, 2021, Streeterville funded the March 2021 Investor Note (in the amount of $1.5 million) in ~~accordance~~full.
We made a required equity payment of $1,857,250 to Streeterville under the March 2021 Streeterville Note on May 26, 2021, with funds raised through a May 2021 underwritten offering, which represented approximately 20% of the ~~PPP. Under~~funds raised in such offering.
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We failed to timely meet the November 2020 Note Transaction Conditions; however, on June 1, 2021, Streeterville agreed to defer 50% of the April 2021 Note Increase which was otherwise to occur due to the Company’s failure to timely meet all of the November 2020 Note Transaction Conditions. As such, a total of $506,085 has been capitalized into the outstanding balance of the November 2020 Streeterville Note effective as of April 30, 2021, and the remaining $506,085 of the April 2021 Note Increase would only be added to the balance of the November 2020 Streeterville Note if the Company failed to meet the November 2020 Transaction Conditions by June 30, 2021. Separately, if the Company did not meet the March 2021 Note Transaction Conditions by June 30, 2021, the March 2021 Streeterville Note would be subject to the June 2021 Note Increase. The Company completed the acquisition of HotPlay effective as of June 30, 2021, and as such the November 2020 Transaction Conditions and the March 2021 Note Transaction Conditions were satisfied.
On June 22, 2021, the Company entered into an Exchange Agreement with Streeterville, pursuant to which Streeterville exchanged $600,000 of a June 2021 requested redemption of $1.25 million under the November 2020 Streeterville Note (which amount was partitioned into a separate promissory note) for 300,000 shares of the Company’s common stock.
On July 21, 2021, the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $400,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 200,000 shares of the Company’s common stock.
HotPlay Convertible Notes
On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, and on November 24, 2020, and on around December 28, 2020 and on and around January 6, 2021 HotPlay advanced NextPlay Technologies, Inc $300,000, $700,000, $1,000,000, $400,000, $100,000, $450,000, $50,000 respectively, under the terms of the ~~PPP, up to~~HotPlay Exchange Agreement. The advances were evidenced by convertible promissory notes (“HotPlay Convertible Notes”) in the ~~entire~~ amount of ~~principal~~each advance, and ~~accrued interest may be forgiven to the extent Loan proceeds are used for qualifying expenses~~an effective date as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP (including that at least 60% of such Loan funds are used for payroll). The Company intends to use the entire Loan amount for designated qualifying expenses and to apply for forgiveness of the ~~respective Loan in accordance with~~date of each advance. The HotPlay Convertible Notes totaled $3.0 million as of February 28, 2021.
On March 16, 2021, March 19, 2021, and April 15, 2021, HotPlay loaned the Company $9 million, $1 million and $2 million, respectively. The loans were made pursuant to the terms of the ~~PPP. No assurance can be given that~~HotPlay Exchange Agreement and were evidenced by Convertible Promissory Notes dated effective March 16, 2021, March 19, 2021, and April 15, 2021, in the amount of $9,000,000, $1,000,000, and $2,000,000, respectively. With the April 15, 2021 loan, HotPlay had loaned the Company ~~will obtain forgiveness~~all $15 million of the ~~Loan in whole or in part. With respect~~funds required to ~~any portion~~be funded pursuant to the terms of the ~~Loan that is not~~HotPlay Exchange Agreement.
The advances, and the entry into the HotPlay Convertible Notes, were required conditions to the HotPlay Exchange Agreement.
The HotPlay Notes were automatically forgiven by HotPlay as inter-company loans upon the ~~Loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches~~closing of the ~~provisions~~HotPlay Exchange Agreement which occurred on June 30, 2021.
Note 9 – Related Party Promissory Notes and Transactions
Schedule of ~~the PPP Note and cross-defaults.~~related parties
Name of related parties Relationship with the Company
Red Anchor Trading Corporation (“RATC”) A shareholder of the Company and controlled by CEO of the Company and a director of the Company
Tree Roots Entertainment Group Company Limited (“TREG”) A shareholder of the Company
T&B Media Global (Thailand) Company Limited (“T&B”) A shareholder of the Company
Dees Supreme Company Limited A shareholder of the Company
HotNow (Thailand) Company Limited (“HotNow”) An entity controlled by a Co-CEO of the Company
True Axion Interactive Company Limited (“TAI”) An entity controlled by a Co-CEO of the Company
Magnolia Quality Development Corporation Limited (“MQDC”) A shareholder of TREG which is a shareholder of the Company
Nithinan Boonyawattanapisut CEO of the Company, a shareholder of the Company, RATC, HotNow and TAI

~~On August 14, 2020,~~
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Other than disclosed elsewhere, the Company ~~submitted~~had the ~~loan forgiveness application to Commercial Bank~~following significant related party transactions for the ~~entire amount of $176,534.~~ six months ended August, 31, 2021.
Payment of rental expense:
      Tree Roots Entertainment Group Co., Ltd 26,425
Purchase of intangible asset:
       HotNow (Thailand) Company Limited 318,123
Purchase of equipment:
       HotNow (Thailand) Company Limited 117,385
Operating expense:
      HotNow (Thailand) Company Limited 188,492
Interest expense of loan from:
      Magnolia Quality Development Corporation Limited 21,446
      Tree Roots Entertainment Group Company Limited 51,262
Rental expense:
      Tree Roots Entertainment Group Co., Ltd 54,078
Payment of loan interest:
      Magnolia Quality Development Corporation Limited 21,097
      Tree Roots Entertainment Group Co., Ltd 22,077
Payment of contract cost:
      HotNow (Thailand) Company Limited 499,843
The Company entered into a short-term loan with MQDC for $480,000 (15,000,000 Thai Baht) with an accrued interest rate of 9% per annum which is ~~$561~~payable on demand and unsecured. Accrued interest on this loan was $2,550 as of August 31, ~~2020. Management believes~~2021.
The Company entered into a short-term loan with TREG for $543,000 (17,000,000 Thai Baht) with an accrued interest rate of 9.7% per annum which is payable on demand and unsecured. Accrued interest on this loan was $4,445 as of August 31, 2021. On May 31, 2021, HP Thailand repaid 7,000,000 Thai Baht (approximately $223,000) in connection with the ~~principal and interest amounts will be forgiven.~~short-term loan from TREG.
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~~Note 6 –Related Party Promissory Notes and Transactions~~
a) The Company had the following related party balances as of August 31, 2021:
Nature August 31 , 2021
Amounts due from related party:
     HotNow (Thailand) Company Limited 1,431
Amounts due to related parties:
Magnolia Quality Development Corporation Limited Accrued Interest expense 3,531
Tree Roots Entertainment Group Other payable 4,523
Accrued Interest expense 32,962
Accrued rental expense 44,782
Total $ 87,229
Notes payable:
Magnolia Quality Development Corporation Limited 461,979
Tree Roots Entertainment Group 307,986
Total $ 769,965

~~Promissory Notes~~On March 31, 2021, HotPlay Thailand entered into an asset purchase agreement with HotNow, a related party, which is also under the same common control of HotPlay Thailand to purchase some of the assets, all software used in the business including all rights under licenses and other agreements and employees with the aggregate price of 19,500,000 Thai Baht (inclusive of 7% value added tax (VAT)) (approximately $624,000). On April 7, 2021, HotPlay Thailand made an advanced payment to HotNow in the amount of 5,000,000 Thai Baht (approximately $149,533). On June 7, 2021, HotPlay Thailand paid the remaining cost of the asset purchase to HotNow in the amount of 14,500,000 Thai Baht (approximately $474,467) pursuant to the terms of the asset purchase agreement.
HotPlay Thailand entered into a short-term loan with MQDCfor $480,000 (15,000,000 Thai Baht) with an interest rate of 9% per annum, which is payable on demand and unsecured. Accrued interest on this loan was $2,550 as of August 31, 2021.
HotPlay Thailand entered into a short-term loan with TREG for $543,000 (17,000,000 Thai Baht) with an interest rate of 9.7% per annum, which is payable on demand and unsecured. Accrued interest on this loan was $4,445 as of August 31, 2021. On May 31, 2021, HotPlay Thailand repaid a 7,000,000 Thai Baht (approximately $223,000) in connection with the short-term loan from TREG.
Also on April 7, 2021, the board of directors of the Company ratified the current compensation payable to members of the board of directors, which provides that each non-executive member of the Board be paid (a) compensation of 20,000 shares per year; (b) compensation of 5,000 shares per year, if they are the chairperson of any committee of the board of directors; and (c) compensation of 10,000 shares per year, to the Chairman of the Board (collectively, the “Board Compensation Terms”), except that all shares due to the Directors serving as of March 1, 2021, for the fiscal year ending February 28, 2022, were agreed to be issued up front and to be fully-vested/earned on the date of grant, instead of vesting over time, as previously awarded. In total, an aggregate of 165,000 shares of common stock were issued to the non-executive directors on April 8, 2021 for compensation for fiscal 2022 (such shares, the “Fiscal 2022 Board Compensation Shares”). The Fiscal 2022 Board Compensation Shares were issued under the Company’s Amended and Restated 2017 Equity Incentive Plan (the “Plan”).
On April 7, 2021, the Company entered into a Lock-Up Agreement with each of the non-executive members of the board of directors. Pursuant to the Lock-Up Agreements, each non-executive director agreed not to transfer, sell, pledge or assign any of their applicable Fiscal 2022 Board Compensation Shares until March 1, 2022.
On April 7, 2021, the board of directors of the Company, consistent with the employment agreement of Mr. William Kerby, the Co-Chief Executive Officer of the Company, which provides for Mr. Kerby to receive a base salary of $400,000 per year, and an annual bonus payable at the discretion of the board of directors, of up to 100% of his base salary (50% based on meeting short term goals and 50% based on meeting long-term goals), and other bonuses which may be granted from time to time in the discretion of the board of directors, agreed to award Mr. Kerby a discretionary bonus for fiscal 2021 of $400,000, which was payable in cash or shares of common stock, at Mr. Kerby’s option, under the Plan, with a conversion price of $3.02 per share, the closing sales price of the Company’s common stock on the date the board of directors approved such bonus. On April 7, 2021, April 28, 2021, and May 16, 2021, Mr. Kerby elected to receive cash in connection with the bonus of $100,000, $150,000, and $150,000, respectively.
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The Company ~~has entered~~declared dividends in arrears of $1,102,068 on previously outstanding Series A Preferred Stock, that were converted into ~~three promissory notes, two~~common stock with ~~two Directors (the “Director Notes~~”)the Series A Preferred Stock being redeemed. These dividends were payable when and ~~one with~~if declared by the board of directors. The dividends were owed to an entity controlled by Donald P. Monaco, ~~Insurance Trust (the “Revolving~~our Co-Chairman, William Kerby, our CEO and a director, and Warren Kettlewell, a former Board Member.
On April 8, 2021, the Company entered into an Exchange Agreement with William Kerby, its Co-Chief Executive Officer and director and Monaco ~~Trust Note~~Investment Partners II, LP (“MI Partners”), of which Donald P. Monaco is the ~~trustee~~managing general partner and the ~~Chairman~~Co-Chairman of the ~~Board~~board of ~~Directors~~directors of the ~~Company. The (i)~~Company (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the terms of which were approved by the board of directors of the Company, Mr. Kerby and MI Partners exchanged their right to an aggregate of $1,016,314 in accrued dividends (the “Accrued Dividends”) which had accrued on the Company’s outstanding Series A Preferred Stock, which had been held by Mr. Kerby and MI Partners prior to the conversion of such Series A Preferred Stock into common stock of the Company in August 2017, for Convertible Promissory Notes. Specifically, Mr. Kerby exchanged rights to $430,889 of accrued dividends on the Series A Preferred Stock for a Convertible Promissory Note with a principal balance of $430,889 and MI Partners exchanged rights to $585,425 of accrued dividends on the ~~Donald P. Monaco Insurance Trust is in the amount of up to $2,700,000, (ii)~~Series A Preferred Stock for a Convertible Promissory Note with ~~Robert J. Mendola, Jr.~~a principal balance of $585,425 (the “~~Director~~Convertible Promissory Notes”).
The Convertible Promissory Notes accrue interest at the rate of 12% per annum, compounded monthly at the end of each calendar month, with such interest payable at maturity or upon conversion. The principal and accrued interest owed under the Convertible Promissory Notes is convertible, at the option of the holders thereof, into shares of the Company’s common stock, at any time beginning seven days after the closing date of the HotPlay Exchange Agreement (which closed on June 30, 2021) and prior to the payment in full of such Convertible Promissory Notes by the Company, at a conversion price equal to the greater of (i) the closing consolidated bid price of the Company’s common stock on April 8, 2021 (which was $3.02); and (ii) the five-day volume weighted average price of the Company’s common stock for the five trading days following the date that the HotPlay Exchange Agreement closes (which was below the $3.02 per share minimum conversion price). The Convertible Promissory Notes are unsecured, have a maturity date of April 7, 2022, and include standard and customary events of default. On August 27, 2021, $50,000 cash was drawn by Mr. Kerby against his Convertible Promissory Note.
The Audit Committee of the board of directors of the Company 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 ~~amount of $150,000, and (iii) Promissory Note with Pasquale LaVecchia (the “Director Notes”) is in~~transaction.
The Audit Committee will only approve a Related Party Transaction if the ~~amount of $25,000.~~
~~On March 13, 2020 and March 26, 2020, the Company borrowed an additional $100,000 and $75,000, respectively, from the Monaco Trust pursuant to~~Audit Committee determines that the terms of the ~~Revolving Monaco Trust. On June 9, 2020~~Related Party Transaction are beneficial and ~~June 10, 2020,~~fair (including fair from a financial point of view) to the Company ~~borrowed an additional $300,000~~ and $50,000, respectively, from the Monaco Trust. On July 7, 2020 and July 20, 2020, the Company borrowed an additional $250,000 and $50,000, respectively, from the Monaco Trust. On July 27, 2020, the Company paid principal of $50,000 and accrued interest of $49,784. As of August 31, 2020, the Revolving Monaco Trust Note has a balance of $2,175,000 and the amount remainingare lawful under the ~~note~~laws of ~~$525,000, can~~the United States. In the event multiple members of the Audit Committee are deemed a related party, the Related Party Transaction will be ~~accessed~~considered by the ~~Company on a revolving basis, at any time, prior to the maturity date~~disinterested members of the ~~Revolving Monaco Trust Note, with the approval~~board of directors in place of the ~~Monaco Trust.~~Committee.
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 (the “Second Note Amendment”). All remaining terms of the promissory notes remained unchanged.~~
On April 17, 2020, the Company paid off the Promissory Note with Pasquale LaVecchia in the amount of $26,225 (the principal of $25,000 and the interest of $6,225). On May 1, 2020, the Company paid off the Promissory Note with Robert J. Mendola, Jr. in the amount of $157,595 (the principal of $150,000 and the interest of $7,595). As of August 31, 2020 and August 31, 2019, the outstanding balances of the promissory notes with Pasquale LaVecchia and Robert J. Mendola, Jr. were $0 and $0, respectively.
~~Note 7~~10 – Stockholders’ Equity
Preferred stock
The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million ~~(100,000,000)~~(100,000,000), with a par value of ~~$0.00001~~$0.00001 per share (the “Preferred Stock”) with the exception of Series A Preferred Stock shares having a ~~$0.01~~$0.01 par value per share. The Preferred Stock may be divided into and issued in series. The ~~Board~~board of ~~Directors~~directors of the Company is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The ~~Board~~board of ~~Directors~~directors of the Company is authorized, within any limitations prescribed by law and the articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock.
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Series A Preferred Stock
The Company has authorized and designated 3,000,000 shares of Preferred Stock as Series A ~~10%~~10% Cumulative Convertible Preferred Stock, par value ~~$0.01~~$0.01 per share (the “Series A Preferred Stock”). The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. ~~There are no~~
Dividends in arrears on the previously outstanding Series A Preferred Stock shares ~~outstanding.~~totaled $0 and $1,102,068 as of August 31, 2021 and February 28, 2021, respectively. These dividends will only be payable when and if declared by the Board of Directors. On April 7, 2021, the Board approved the dividends to be paid.
Per the terms of the Certificate of Designations relating to the Series A Preferred Stock (as amended), subject to the availability of authorized and unissued shares of Series A Preferred Stock, the holders of Series A Preferred Stock may, by written notice to the Company:
●
~~elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of:~~
a)
~~$1.24 per share; or~~
b)
~~the lowest price the Company has issued stock as part of a financing after January 1, 2006; or~~
●
convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock; or
●
~~elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock~~”), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financing such as new debt and equity financing and stock issuances as well as existing debt conversions into stock.
~~In the event of any liquidation, dissolution or winding up of this Company, either voluntary or involuntary (any of the foregoing, a “liquidation~~”), holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company to the holders of the common Stock or any other series of Preferred Stock by reason of their ownership thereof an amount per share equal to $1.00 for each share (as adjusted for any stock dividends, combinations or splits with respect to such shares) of Series A Preferred Stock held by each such holder, plus the amount of accrued and unpaid dividends thereon (whether or not declared) from the beginning of the dividend period in which the liquidation occurred to the date of liquidation.
The Company had 0 shares of Series A Preferred Stock issued and outstanding as of August 31, ~~2020~~2021 and February ~~29, 2020.~~28, 2021.
~~Dividends~~Series B Preferred Stock
The Company has authorized and designated 10,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock which shares were issued to certain Axion stockholders in ~~arrears~~exchange for their ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion pursuant to the Axion Exchange Agreement (see “Note 5 – Investment in Unconsolidated Affiliates”). Each share of Series B Preferred Stock automatically, and without any required action by any holder, converted into 0.74177 shares of common stock upon the closing of the HotPlay Share Exchange on June 30, 2021.
As of August 31, 2021 and February 28, 2021, 0 (zero) and 10,000,000 shares of Series B Preferred Stock are outstanding, respectively.
Series C Preferred Stock
The Company has authorized and designated 3,828,500 shares of Preferred Stock as Series C Convertible Preferred Stock. The Series C Preferred Stock was issued to certain debt holders of Axion who are party to the Axion Share Exchange Agreement and who agreed to exchange certain debt owed to such debt holders by Axion for shares of Series C Preferred Stock pursuant to the Share Exchange Agreement. Each share of Series C Preferred Stock is automatically, and without any required action by any Holder, converted into common stock, on a 1-for one basis, upon the occurrence of certain events, including five business days after the closing of the HotPlay Exchange Agreement.
As of August 31, 2021 and February 28, 2021, 0 (zero) and 3,828,500 shares of Series C Preferred Stock are outstanding, respectively.
Series D Preferred Stock
On July 21, 2021, the Company designated Series D Convertible Preferred Stock (“Series D Preferred Stock”), by filing a Certificate of Designation of such Series D Preferred Stock with the Secretary of State of Nevada (the “Series D Designation”). The Series D Designation, which was approved by the Board of Directors of the Company on July 15, 2021, designated 6,100,000 shares of Series D Preferred Stock, $0.00001 par value per share. The Series D Designation provides that the Series D Preferred Stock has a liquidation preference which is (a) pari passu with respect to the Company’s common stock; and (b) junior to all current and future senior indebtedness and securities of the Company. If the Company determines to liquidate, dissolve or wind-up its business and affairs, the Company will prior to or concurrently with the closing, effectuation or occurrence of any such action, pay the holders of the Series D Preferred Stock, pari passu with the holders of the common stock, an amount equal to the Liquidation Preference per share of Series D Preferred Stock. The “Liquidation Preference” per share of the Series D Preferred Stock is equal to $1.00 per share, or $6,100,000 in aggregate. Each share of Series D Preferred Stock is automatically convertible on the ~~previously outstanding~~fifth business day after the date that the shareholders of the Company, as required pursuant to applicable rules and regulations of NASDAQ, has approved the issuance of the shares of common stock upon conversion of the Series AD Preferred Stock, and such other matters as may be required by NASDAQ or SEC rules and requirements to allow the conversion of the Series D Preferred Stock, into that number of shares ~~totaled $1,102,066~~of common stock as equal the Conversion Rate multiplied by the then outstanding shares of Series D Preferred Stock. For the purposes of the following sentence: “Conversion Rate” equals 0.44 shares of Company common stock for each share of Series D Preferred Stock converted, which equals (i) the Liquidation Preference ($1.00 per share of Series D Preferred Stock), divided by (ii) $2.28, the average of the closing sales prices for the Company’s common stock on the Nasdaq Capital Market for the 30 days prior to July 15, 2021, rounded to the nearest hundredths place, subject to equitable adjustment for stock splits and combinations. The Company had 0 and 0 shares of Series D Preferred Stock outstanding as of August 31, ~~2020~~2021 and February ~~29, 2020. These dividends will only be payable when and if declared by the Board.~~28, 2021, respectively.
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Common Stock

~~Share Repurchase Transactions~~
~~During~~The Company issued the initial payment of $500,000 to IDS as per the settlement agreement during the six months ended August 31, ~~2020 and 2019, there were no repurchases~~2021 in consideration for the first transfer of 344,400 shares to be repurchased. As of the ~~Company’s common stock by Monaker.~~filing date, the transfer of shares has been completed.
~~Common Stock~~
During the ~~six~~three months ended August 31, ~~2020,~~2021, the following shares of common stock ~~and other securities~~ were ~~issued and granted:~~issued:
▪● ~~On March 2, 2020, the Company issued 6,250~~1,925,581 shares of common stock ~~to Pasquale LaVecchia, a director of the Company,~~ in ~~consideration for services rendered to the Board during the quarter ended February 29, 2020,~~an Exchange agreement valued at ~~$11,375.~~$4,813,953.
▪● ~~On March 2, 2020, the Company issued 7,500~~325,000 shares of common stock ~~to Donald P. Monaco, the Chairman of the Board, in consideration~~ for consulting and investor relations services rendered ~~to the Board during the quarter ended February 29, 2020,~~ valued at ~~$13,650.~~$605,747.
▪● ~~On March 2, 2020, the Company issued 6,250~~335,000 shares of common stock ~~to Doug Checkeris,~~for related redemption on a ~~director of the Company, in consideration for services rendered to the Board during the quarter ended February 29, 2020,~~loan valued at ~~$11,375.~~$1,270,000.
▪● ~~On March 2, 2020, the Company issued 5,000~~8,000 shares of common stock ~~to Simon Orange,~~as a ~~Director~~bonus for an executive of the Company ~~in consideration for services rendered to the Board during the quarter ended February 29, 2020,~~ valued at ~~$9,100.~~$16,000.
▪● ~~On March 2, 2020, the Company issued 6,250~~63,246,200 shares of common stock ~~to Robert J. Mendola, Jr., a director of the Company,~~ in ~~consideration for services rendered~~related to the ~~Board during the quarter ended February 29, 2020,~~reverse acquisition of HotPlay valued at ~~$11,375.~~
▪ On March 2, 2020, the Company issued 5,000 shares of common stock to Rupert Duchesne, a director of the Company, in consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $9,100.
▪ ~~On March 2, 2020, the Company issued 5,000 shares of common stock to Doug Checkeris, a director of the Company, in~~ ~~consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $9,100.~~
▪ ~~On March 9, 2020, the Company issued 60,000 shares of restricted common stock to a consultant, valued at $109,200, for investor communication services rendered.~~
▪ ~~On March 9, 2020, the Company issued 40,000 shares of restricted common stock to a consultant, valued at $72,800, for public relations services rendered.~~
▪ ~~On March 9, 2020, the Company issued 15,000 shares of restricted common stock to a consultant, valued at $27,300, for digital marketing services rendered.~~
▪ ~~On March 9, 2020, the Company issued 25,000 shares of restricted common stock to a consultant, valued at $45,500, for investor relations services rendered.~~
▪ On April 23, 2020, the Company entered into a Consulting Agreement, pursuant to which the Company issued 20,000 shares of restricted common stock to a consultant, valued at $16,400, for digital marketing and corporate communications services rendered.$79,057,750.

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▪ On June 9, 2020, the Company issued 6,250 shares of common stock to Pasquale LaVecchia, a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $8,875.
▪ On June 9, 2020, the Company issued 7,500 shares of common stock to Donald P. Monaco, the Chairman of the Board, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $10,650.
▪ On June 9, 2020, the Company issued 6,250 shares of common stock to Doug Checkeris, a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $8,875.
▪ On June 9, 2020, the Company issued 5,000 shares of common stock to Simon Orange, a Director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $7,100.
▪ On June 9, 2020, the Company issued 6,250 shares of common stock to Robert J. Mendola, Jr., a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $8,875.
▪ On June 9, 2020, the Company issued 5,000 shares of common stock to Rupert Duchesne, a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $7,100.
▪ On June 9, 2020, the Company issued 5,000 shares of common stock to Alexandra Zubko, a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $7,100.
▪ ~~On June 22, 2020, the Company issued 10,000 shares of restricted common stock, valued at $10,200 to an employee, in connection with a new employee agreement.~~
▪ ~~On June 22, 2020, the Company issued 50,000 shares of restricted common stock to a consultant, valued at $92,500 for public and investor relations services rendered.~~
▪ On July 27, 2020, the Company issued 1,000,000 shares of common stock valued at $2,000,000 in a public offering whereby it sold 1,000,000 shares at a $2.00 per share offering price. We paid 7% of the aggregate public offering price to the placement agent in the offering.
▪ ~~On August 10, 2020, the Company issued 22,000 shares of restricted common stock to a consultant, valued at $49,062, for public relations services rendered.~~
▪ ~~On August 10, 2020, the Company issued 36,000 shares of restricted common stock to a consultant, valued at $80,283, for investor communication services rendered.~~
▪ ~~On August 10, 2020, the Company issued 22,000 shares of restricted common stock to a consultant, valued at $49,062, for investor relations services rendered.~~
The Company had ~~14,461,839~~89,693,984 and ~~13,069,339~~62,400,000 shares of common stock issued and outstanding ~~as of~~at August 31, ~~2020~~2021 and February ~~29, 2020,~~28, 2021, respectively.
Common Stock Warrants
On July 31, 2017, the Company issued warrants to purchase an aggregate of 613,000 shares of common stock in connection with a private placement offering of 613,000 shares of common stock and warrants. The warrants were exercisable immediately at $5.25 per share and expire on July 30, 2022. These warrants contain a subsequent equity sale reset “~~down round~~”, which provides that if the Company sells or grants any option to purchase any common stock of the Company at any effective price per share less than the exercise price of the warrants, the exercise price shall be reduced to equal that lower exercise price.
~~During January 2018, the Company entered into a First Amendment To Warrant (“Amendment”) agreement with Pacific Grove Capital LP (“Pacific Grove~~”) which amended the warrants then held by Pacific Grove (acquired on July 31, 2017). This amendment led to a reduction in the exercise price of the warrants to purchase 350,000 shares of common stock held by Pacific Grove from $5.25 per share to $2.625 per share. This exercise price reduction was to incentivize the exercise of these warrants and to raise cash.
Additionally, as a result of the reduction in the exercise price of the Pacific Grove warrants which was agreed to pursuant to the Amendment, the anti-dilution provisions of the purchase agreement entered into with the purchasers pursuant to the July 31, 2017 purchases were triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 14,458 shares of the Company’s common stock; and (b) the $5.25 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), automatically decreased to $5.125 per share.
Additionally, as a result of the reduction in the exercise price of the Stadlin warrants which was agreed to pursuant to the amendment, the anti-dilution provisions of the purchase agreement and the purchasers’ warrants granted in connection therewith was triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 1,220 shares of the Company’s common stock; and (b) the $5.125 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), the exercise price of such warrants remained unchanged at $5.125 per share.
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~~At first, the warrants were accounted for as part of Company equity since the warrants were considered indexed to the Company’s own stock. However, under ASC 815, the “down round~~” protection can sever the indexing to the Company’s own stock and the warrants could be accounted for as derivative liabilities at the time the reset was triggered, which is how the Company accounted for such warrants, and the change in fair value resulting from the reset of $26,060 was recognized as change in fair value of derivative liabilities.
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for the Company to account for the outstanding warrants that contain down round features as derivative instruments.
As a result of the Company’s April 2019 underwritten 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 was automatically adjusted from $2.85 per share to $2.00 per share.
The following table sets forth common stock purchase warrants outstanding as of August 31, ~~2020~~2021, and February ~~29, 2020,~~28, 2021, and changes in such warrants outstanding for the ~~six months ended~~quarter ending August 31, ~~2020:~~2021:
Warrants Weighted Average Exercise Warrant Weighted
Average
Exercise
Outstanding, February 29, 2020 1,347,391 $ 3.32
Outstanding, February 28, 2021 3,045,921 $ 2.50
Warrants granted — $ — 161,900 $ 2.00
Warrants exercised/forfeited/expired (100,320 ) $ (3.30 ) (225,400 ) $ (2.00 )
Outstanding, August 31, 2020 1,247,071 $ 3.22
Outstanding, August 31, 2021 2,982,421 $ 2.45
Common stock issuable upon exercise of warrants 1,247,071 $ 4,011,747 2,982,421 $ 2.45

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At February ~~29, 2020,~~28, 2021, there were warrants outstanding to purchase ~~1,347,391~~3,045,921 shares of common stock with a weighted average exercise price of ~~$3.32~~$2.50 and a weighted average remaining life of ~~2.30~~1.18 years.
At August 31, ~~2020,~~2021, there were warrants outstanding to purchase ~~1,247,071~~2,982,421 shares of common stock with a weighted average exercise price of ~~$3.22~~$2.45 and a weighted average remaining life of ~~1.82 years.~~0.93 year.
~~Related Party Transactions~~
~~Dividends in arrears on~~During the ~~previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of~~quarter ended August 31, ~~2020 and February 29, 2020. These dividends will only be payable when and if declared by~~2021, the ~~Board. The dividends are owed~~Company granted:
●            warrants to ~~Donald P. Monaco, our Chairman, and William Kerby, our CEO and a director.~~purchase 161,900 shares of common stock in connection with subscriptions for shares of common stock.
Note 811 – Commitments and Contingencies
~~Our~~The Company entered into a new office lease to relocate our executive, administrative, and operating offices ~~are primarily~~ located in ~~Weston,~~Sunrise, Florida where we leased approximately ~~2,500~~5,279 square feet of office space at ~~2690 Weston Road,~~1560 Sawgrass Corporate Parkway, Suite ~~200, Weston,~~130, Sunrise, Florida ~~33331.~~33323. In accordance with the terms of the office space lease agreement, the Company ~~was~~will be renting the commercial office space, for a term of ~~three~~almost eight years from ~~January~~March 1, ~~2016~~2021 through ~~December~~July 31, ~~2018.~~2028. Monthly rental costs, including building maintenance assessment, for ~~calendar~~fiscal years ~~2017, 2018~~2022, 2023, 2024, 2025, 2026, 2027 and ~~2019 were $6,695, $6,896~~2028 are estimated to be $9,424, $14,735 $19,067, $19,447, $19,838, $20,239, and ~~$6,243, respectively per month.~~$20,651, respectively.
The office lease described above terminated early on March 31, 2018, at the request of the landlord, without penalties to the Company. The Company entered into a new contract for new office space encompassing approximately 2,500 square feet at 2893 Executive Park Drive Suite 201, Weston, Florida 33331. The lease has a term of three years from April 15, 2018 through April 14, 2021. Monthly rental costs for the periods ending April 14, 2019, 2020 and 2021 are $6,243, $6,492 and $6,781, respectively.
On October 1, 2019, the Company entered into a new contract for a new call center, approximately 4,048 square feet, at 6345 South Pecos Road, Suites 206, 207, and 208, Las Vegas, Nevada 89120. The lease has a term of one year from October 1, 2019 through September 30, 2020. Monthly base rental costs; (i) $ 3,643 from October 1, 2019 through November 30, 2019 and (ii) $3,789 from December 1, 2019 through September 30, 2020. The rent also includes the monthly payment of the operating expenses (Tenant’s Proportionate Share of the Building and/or Project) which costs approximately $1,100 per month. We did not renew this lease.
The rent for the quarters ended August 31, ~~2020~~2021 and ~~May~~August 31, 2020 was ~~$33,628~~$18,671 and ~~$19,447,~~$33,628, respectively. The Company recorded operating lease Right-to-Use asset of ~~$36,185~~$1,232,520 along with current operating lease liability of ~~$38,194 and long-term operating lease liability of $0~~$1,232,520 as of August 31, ~~2020.~~2021.
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The following schedule represents obligations ~~under written~~and commitments on the part of the Company that are not included in liabilities:
Current Long Term
FYE 2021 FYE 2022 FYE 2023 and beyond Total
Leases
$ 66,875 $ 1,471 $ — $ 68,347
Insurance
20,890 — — 20,890
Other
2,100 — — 2,100
Totals
$ 89,865 $ 1,471 $ — $ 91,337
Current Long Term
FYE 2022 FYE 2023 Totals
Office Leases Nextplay $ 62,485 $ 176,822 $ 239,307
Office Lease HotPlay $ 18,000 $   18,000
Insurance and Other 55,917 55,917 111,833
Totals $ 136,402 $ 232,739 $ 377,783
The Company is committed to pay three to six months’ severance in the case of termination or death to certain key officers, and up to 12 months upon a termination in connection with a change in control in some cases.Legal Matters

~~Legal Matters~~
The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change ~~in light of~~considering the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
IDS Settlement
On ~~March 28, 2016,~~August 15, 2019, the Company ~~was presented~~entered into an Intellectual Property Purchase Agreement with ~~a Demand~~IDS Inc. (“IDS” and the “IP Purchase Agreement”). Pursuant to the agreement, the Company purchased certain proprietary technology from IDS for ~~Arbitration, pursuant to Rule 4(a)~~the reservation and booking of air travel, hotel accommodations, car rentals, and ancillary products, services, and amenities, integration of the American Arbitration Association Commercial Rules of Arbitration, whereby Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) are arguing that $700,000 is due to them, even though they have already been paid said amounts through preferred shares that were issued as a guarantee and which Claimants converted into shares of common stock. In connectionsame with the ~~purchase~~providers of such products and services, associated functions, including website addresses, patents, trademarks, copyrights and trade secrets relating thereto, and all goodwill associated therewith (collectively, the ~~stock of~~“IP Assets”). In consideration for the ~~entity that eventually became RealBiz Media Group, Inc. (and subsequently Verus International, Inc.),~~purchase, the Company issued ~~380,000~~IDS 1,968,000 shares of ~~Monaker Series D Preferred Stock shares with a value~~restricted common stock (the “IDS Shares”) valued at $2.50 per share, or $4,920,000 in aggregate.
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Table of $1,900,000, which was considered the $1,200,000 value of the stock portion of the purchase price, and was also meant to guaranty the payment of the balance of $700,000. The Company contends that the obligation to pay the $700,000 was extinguished with the conversion of the Monaker Series D Preferred Stock shares into shares of common stock. The date for arbitration has not been set and the Company will vehemently defend its position.Contents
The Company is unable to determine the estimate of the probable or reasonable possible loss or range of losses arising from the above legal proceedings; however, the Company denies the plaintiffs’ claims and intends to vehemently defend itself against the allegations. As of August 31, 2020, there has been no further update on the arbitration.
On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS ~~Inc.~~and TD Assets Holding, LLC (“~~IDS~~TD Asset”), Navarro McKown, Aaron McKown and ~~certain other defendants~~Ari Daniels (“Daniels”), which parties are affiliated with IDS, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida (Case No. CACE-20-007088). Pursuant to the complaint, the Company alleged 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~~sought a temporary and permanent injunction against the defendants, requiring such persons to return the 1,968,000 ~~shares of restricted common stock of the Company (the “~~IDS Shares”) issued ~~to IDS~~ pursuant to the terms of ~~an Intellectual Property Purchase Agreement in August 2019 (the “~~the IP Purchase Agreement”) and preventing such persons from selling or transferring any IDS Shares, ~~seeks~~sought damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts.
The ~~complaint was~~defendants subsequently filed ~~as a result of IDS’s failure to deliver the intellectual property assets which the Company purchased pursuant to the IP Purchase Agreement (the “IP Assets~~”), certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder. IDS, through its counsel, sent a letter threatening to bring a shareholders’ derivative action and/or direct suitvarious counterclaims against the Company. In response to such letter, the Board of Directors empowered the governance committee to conduct an internal investigation into the claims, which investigation is ongoing. Management of the Company believes the claims are meritless.
On April 29, 2020, the Company filed a Verified Motion for Temporary Injunction (the “Injunction Motion”). The Court has not yet scheduled a hearing on the Injunction Motion. A clerk’s default has been entered against one of the defendants TD Assets Holding, LLC for failing to timely respond to the complaint. By agreement of the parties, the deadline for certain of the defendants, Navarro Hernandez, P.L., and Aaron M. McKown, to respond to the Complaint has been stayed. Defendants IDS, TD Assets, ~~Holding, LLC,~~ and Ari Daniels ~~were served, but did not file with the clerk of the court,~~filed an answer, affirmative defenses, and counterclaims (the “Answer and Counterclaim”). The Answer and Counterclaim included alleged breach of contract and tort claims against the Company. On September 17, 2020, the Company moved to strike the affirmative defenses and dismiss the counterclaims. On October 5,15, 2020, defendants IDS, TD Assets, ~~Holding, LLC,~~ and Ari Daniels filed an amended Answer and Counterclaim, including alleged breach of contract, tort, and federal securities claims against the Company, Mr. William Kerby, our Chief Executive Officer and an employee of the Company. The Company intends to vigorously pursue the claims asserted in the complaint and the Company and its officer/employee denies the claims alleged in the Answer and Counterclaim and will vigorously defend such claims.
If the Company does not prevail, it will retain the rights to the IP Assets and may elect to complete the source code that was acquired from IDS to make the source code production ready. If the Company prevails in the lawsuit, the Company will return the IP Assets to IDS. Therefore, until such time as the disposition of the lawsuit is determined, the Company will keep the “CIP – IDS Project” assets recorded at a value of $5 Million. Once a determination on the lawsuit has been made, Monaker will take appropriate action regarding the value of these assets.
On July 27, 2020, the Company entered into a confidential settlement agreement with certain of the defendants in the IDS matter, Navarro Hernandez, P.L., Aaron M. McKown, and Jeffery S. Bailey. The settlement provided for mutual releases of the parties and amounts payable from such parties to the Company in four tranches, in consideration for such settlement, of which all such payments ~~(three received thus far)~~ have been timely paid pursuant to the terms of the settlement.
The remaining parties to the litigation subsequently attempted to mediate their claims pursuant to a court ordered mediation in February 2021.
Effective on May 18, 2021, the Company, IDS, TD Asset and Ari Daniels, the principal of IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “IP Purchase Amendment”). Pursuant to the IP Purchase Agreement, the parties amended the IP Purchase Agreement, with the Company agreeing to make a payment to IDS in the amount of $2,850,000 (the “Payment”), payable by way of an initial payment of $500,000, and twelve monthly payments of approximately $195,833 (collectively, the “Required Payments”), with such monthly payments beginning 30 days after the initial payment, which is due seven days after the date of the IP Purchase Amendment. Such monthly payments may be pre-paid at any time without penalty. At the Company’s option, any portion of the amount due may be paid to IDS by a party separate from the Company (either a related party of the Company or a third-party) (a “Paying Party”), for the benefit of the Company, which shall be treated for all purposes as a payment by the Company. As consideration for such Paying Party making such payment on behalf of the Company, IDS agreed to transfer the Paying Party a number of the IDS Shares equal to the amount of the cash payment(s) made by a Paying Party multiplied by 0.6888 as to the first $500,000 payment, and 0.691 as to the monthly payments (as applicable, the “Applicable Portion” of the IDS Shares). Upon each payment of amounts due to IDS pursuant to the terms of the IP Agreement Amendment as discussed above by the Company (instead of a Paying Party), IDS agreed to transfer the portion of the IDS Shares equal to the Applicable Portion, to the Company.
Pursuant to the IP Purchase Amendment, on May 19, 2021 the Company made the initial payment of $500,000. Thereafter, the first 344,400 shares of common stock repurchased by the Company were returned to treasury and cancelled.
On September 27, 2021, the Court entered the Agreed Order. The Court ordered that (i) the Company resume the monthly payment on or before September 28, 2021 (which payment has not been made due to failure of IDS to provide required documents), (ii) $24,583.33 shall be paid monthly to one of IDS’s counsel and the balance of each payment shall be paid to the IDS Defendants, (iii) $20,000 of the 12^th monthly payments shall be withheld pending further order of the court, and (iv) NextPlay/(formerly Monaker) was awarded its fees and costs associated with the filing of the Motion.
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Litigation between Axion and NextPlay
On January 15, 2021, Axion Ventures, Inc., filed a civil claim in the Supreme Court of British Columbia (Action No. S-209245), against J. Todd Bonner, our director, Nithinan Boonyawattanapisut, our Co-Chief Executive Officer and director, the Company, William Kerby, our Co-Chief Executive Officer, Cern One Limited, Red Anchor Trading Corp., CC Asia Pacific Ventures Ltd., HotPlay Enterprise Limited, HotPlay (Thailand) Ltd., Longroot, Inc. and certain other parties. The claim alleges that Mr. Bonner and his wife, Ms. Boonyawattanapisut, used their positions as directors and officers of Axion and certain of its subsidiaries, together with the other defendants, to unlawfully take ownership of Axion’s subsidiaries and assets, including its intellectual property. Axion’s claim includes causes of action for conspiracy and fraud; theft of Axion intellectual property and ownership of Longroot; an investor scheme; breaches of fiduciary duty by Mr. Bonner and Ms. Boonyawattanapisut and others; negligence; knowing assistance of breach of fiduciary duty; collective trust; knowing receipt of trust property; knowing assistance in dishonest conduct; unjust enrichment; and breach of honest performance. The claim seeks general and special damages for conspiracy, damages for breaches of fiduciary duties, accountings and repayments of amounts alleged improperly paid, including to the Company, interim, interlocutory and permanent injunctions, rescission of the issuance of shares of Longroot Cayman; restitution; the return of Axion’s intellectual property; and other accountings, damages, punitive damages, interest and special costs.
On April 9, 2021, the Company, on behalf of itself, Mr. Kerby and Longroot, Inc., filed a response to Axion’s claim whereby all parties disputed Axion’s claims and argued all such transactions involving the Company, Mr. Kerby and Longroot which are the subject of Axion’s claims were legitimate and pleading various other defenses. The Company, Mr. Kerby and Longroot dispute Axion’s claims and continue to vigorously defend themselves against the allegations made.

On September 1, 2021, the Company filed a lawsuit in the Supreme Court of British Columbia (Action No. S-217835) under the Canadian Foreign Money Claims Act (R.S.B.C. 1996, c. 155). The defendants are Axion; Axion Interactive Inc., a wholly-owned subsidiary of Axion; and Ying Pei Digital Technology (Shanghai) Company Ltd., a Chinese wholly-owned subsidiary of Axion. NextPlay owns approximately 33.85% of the outstanding shares of Axion.
The Company alleges debts that the defendants refuse to pay totaling USD $7,657,023, under various promissory notes and loan agreements acquired by the Company in July 2020. The Company also seeks interest on the past-due amounts and costs associated with collection.
The lawsuit states that J. Todd Bonner, Nithinan ‘Jess’ Boonyawattanapisut, Cern One Limited, and Red Anchor Trading Corp. made loans totaling USD $9,141,372 to the defendants at various times between March 2018 and June 2020. Mr. Bonner is the Co-Chairman of NextPlay, and a past CEO and Director of Axion. His wife, Ms. Boonyawattanapisut, is the Co-CEO of NextPlay. On or about July 21, 2020, the Company and the lenders entered into a share exchange agreement whereby the lenders transferred rights to repayment of USD $7,657,023 of the debt owed by defendants plus interest to the Company, in exchange for Company stock or warrants. On or about August 23, 2021, counsel for NextPlay demanded repayment of the debts owed by the defendants, and defendants have not paid any portion of the amounts due.
Note 912 – Business Segment Reporting
Accounting Standards Codification ~~280-16~~280-10 “Segment Reporting”, established standards for reporting information about operating segments in annual consolidated financial statements and required selected information about operating segments in interim financial reports issued to stockholders. It also established standards for related disclosures about products, services, and geographic areas. Operating segments are defined as components of the enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.
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~~Table of Contents~~
The Company has ~~one~~three operating ~~segment~~segments consisting of ~~various products~~(i) the NextMedia Division, which consists of HotPlay and ~~services related to its online marketplace~~Reinhart/Zappware, (ii) the NextFinTech Division, which consists of ~~travel~~Longroot and ~~related logistics including destination tours / activities, accommodation rental listings, hotel listings, air~~NextBank, and ~~car rental.~~(iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision maker is considered to be the ~~Chief~~Co-Chief Executive ~~Officer.~~Officers. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level.
Schedule of segments
For the six months ended August 31, 2021 NextTrip NextFinTech NextMedia Total
Sales $ 36,890 $ 293,357 $ 2,317,036 $ 2,647,283
Cost of Sales $ 34,231 $ 87,339 $ 1,152,770 $ 1,274,340
Gross Profit $ 2,659 $ 206,018 $ 1,164,266 $ 1,372,943
For the three months ended August 31, 2021 NextTrip NextFinTech NextMedia Total
Sales $ 36,890 $ 293,357 $ 2,317,036 $ 2,647,283
Cost of Sales $ 34,231 $ 87,339 $ 1,152,770 $ 1,274,340
Gross Profit $ 2,659 $ 206,018 $ 1,164,266 $ 1,372,943
For the six months ended August 31, 2020* NextTrip NextFinTech NextMedia Total
Sales $ — $ — $ — $ —
Cost of Sales — — — —
Gross Profit $ — $ — $ — $ —
For the three months ended August 31, 2020* NextTrip NextFinTech NextMedia Total
Sales $ — $ — $ — $ —
Cost of Sales — — — —
Gross Profit $ — $ — $ — $ —
* Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay's financials.

~~Note 10 – Subsequent Events~~
~~The Company has evaluated subsequent events occurring after the balance sheet date and has identified the following:~~There were no reconciling or inter-company items between segments.

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Schedule of geographic information
Sales August 31,
2021 August 31,
2020
United States and Puerto Rico $ 330,247 $ —
Europe 2,317,036 —
Thailand — —
$ 2,647,283 $ —
Long-lived Assets August 31,
2021 February 28,
2021
United States and Puerto Rico $ 47,095,396 $ —
Europe 9,980,308 —
Thailand 9,481,355 7,785,396
$ 66,640,215 $ 7,785,396
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Note 13 – Subsequent Events
Nithinan Boonyawattanapisut’s Employment Agreement
On September 16, 2021, the Company entered into an Employment Agreement with Nithinan ‘Jess’ Boonyawattanapisut, its Co-Chief Executive Officer and member of its board of directors, which agreement has an effective date of October 1, 2021. 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 Ms. Boonyawattanapisut 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 commercial sale of products sold by the Company during the six (6) months preceding the termination date; and (B) 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, Ms. Boonyawattanapisut 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 without the need to amend the agreement; an annual bonus payable at the discretion of the Compensation Committee; other bonuses which may be granted/approved from time to time in the discretion of the Compensation Committee; $200,000 in cash and 25,000 shares of common stock issued as a sign-on bonus under the terms of the Company‘s Amended and Restated 2017 Equity Incentive Plan (the “Plan”); up to four weeks of annual paid time off, which can be rolled-over year to year, or which in the discretion of Ms. Boonyawattanapisut, can be required to be paid in cash at the end of any year or the termination of the agreement; and a car allowance equal to an equivalent of $1,500 per month, during the term of the agreement.
The agreement provides Ms. Boonyawattanapisut 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 Ms. Boonyawattanapisut 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 Ms. Boonyawattanapisut is required to provide the Company at least five business days prior written notice if she 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 Ms. Boonyawattanapisut 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.
The agreement terminates upon Ms. Boonyawattanapisut’s death and can be terminated by the Company upon her disability (as described in the agreement), by the Company for Cause (defined below) or Ms. Boonyawattanapisut for Good Reason (defined below). For the purposes of the agreement, (A) “Cause” means (i) Ms. Boonyawattanapisut’s gross and willful misappropriation or theft of the Company’s or any of its subsidiary’s funds or property; or (ii) Ms. Boonyawattanapisut’s conviction of, or plea of guilty or nolo contendere to, any felony or crime involving dishonesty or moral turpitude; or (iii) Ms. Boonyawattanapisut 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) Ms. Boonyawattanapisut commits any act of fraud; and (B) “Good Reason” means (i) without the consent of Ms. Boonyawattanapisut, the Company materially reduces Ms. Boonyawattanapisut’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 Ms. Boonyawattanapisut 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.
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In the event of termination of the agreement for death or disability by Ms. Boonyawattanapisut without Good Reason, or for Cause by the Company, Ms. Boonyawattanapisut is due all consideration due and payable to her through the date of termination. In the event of termination of the agreement by Ms. Boonyawattanapisut for Good Reason or the Company for any reason other than Cause (or if Ms. Boonyawattanapisut’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), Ms. Boonyawattanapisut 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 Ms. Boonyawattanapisut.
The terms of the agreement were approved by the Company’s Compensation Committee and Audit Committee, each consisting solely of ‘independent’ members of the Company’s board of directors.
Board of Directors’ Compensation
On September 16, 2021, the Board of Directors approved an updated compensation plan setting forth compensation payable to the non-executive members of the Board of Directors. Pursuant to the updated compensation plan, each non-executive member of the Board of Directors will receive (a) compensation of $60,000 per year; (b) additional compensation of $15,000 per year for chairpersons of each committee of the Board of Directors; and ( c) additional consideration of $30,000 per year to each co-chairman of the Board of Directors. The compensation is earned and payable on a pro-rata, quarterly basis, with a total of 70% of the compensation payable in common stock, based on the closing price of the Company’s common stock on the last day of each fiscal quarter during which consideration is earned, and 30% accrued and paid in cash at such time as the Company has had at least two consecutive profitable quarters. The compensation is payable retroactive to July 1, 2020. Notwithstanding the above, the compensation payable to Mr. Donald P. Monaco, our Co-Chairman of the Board of Directors is to be reduced by the amount he has already been paid in fiscal 2022. Finally, in addition to the above, the board is eligible for yearly bonuses as approved by the Board of Directors. All shares issued pursuant to the above will be issued under the Plan and subject thereto.
Hudson Bay’s Warrant Exchange Agreement
On September 22, 2021, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Hudson Bay Master Fund Ltd. (the “Holder”), a holder of warrants to purchase 322,000 shares of the Company’s common stock with an exercise price $2.00 per share (the “Warrants”) originally purchased from the Company on September 28, 2018. Pursuant to the terms of the Warrants, the Holder had the right, upon closing of our acquisition of HotPlay Enterprise Limited, effective on June 30, 2021, to elect to require the redemption of the Warrants for a cash payment of the Black Scholes Value of the Warrants (the “Black Scholes Value”), which election was subsequently made by the Holder. Pursuant to the Exchange Agreement, the Holder agreed to exchange the Warrant ( and thereby release the Company from the obligation to pay the Black Scholes Value) for a promissory note in the principal amount of $900,000 (the “Note”). The Exchange Agreement included customary representations and warranties of the parties; a restriction prohibiting the Company from undertaking a variable rate transaction for so long as the Note remains outstanding; and a favored nations provision, relating to subsequent amendments, modifications, waivers or exchanges of any warrant to purchase common stock of the Company, which applies until the first anniversary of the repayment of the Note. The Company also agreed to pay $15,000 of the legal fees of the Holder pursuant to the Exchange Agreement.
The Note is payable by the Company, in four equal payments of $225,000 each, with payments due on October 22, 2021, November 22, 2021, December 22, 2021, and on maturity, January 22, 2022. We can prepay any amount due under the Note without penalties, provided we provide the Holder five days prior written notice. The amount due under the Note does not accrue interest, unless an event of default occurs thereunder, at which time the amount owed under the Note will accrue interest at 18% per annum, until paid in full. The Note contains customary restrictions (including future payments of indebtedness while the Note is outstanding and in default), covenants and events of default, including if a change of control of the Company occurs, and upon the occurrence of an event of default, the Holder can declare the entire balance of the Note immediately due and payable, together with a redemption premium of 25% (i.e., can require the Company to pay 125% of the amount due under the Note). The Note also includes certain rights which accrue to the Holder upon a fundamental transaction.
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NextBank International Preferred Stock Exchange Agreement
On September 28, 2021, the Company entered into a Preferred Stock Exchange Agreement (the “Preferred Exchange Agreement”) with NextBank, which was acquired by the Company on July 21, 2021 (see “Note 6—Acquisitions and Dispositions”).
Pursuant to the Preferred Exchange Agreement, the Company agreed to exchange 5,070,000 shares of the Company’s restricted common stock (the “Exchanged Common Shares”), for 10,140 shares of cumulative, non-compounding, non-voting, non-convertible, perpetual Series A preferred stock shares of NextBank (the “NextBank Preferred Shares”). The NextBank Preferred Shares have an aggregate face value of $10,140,000, and accrue a 2% dividend, payable quarterly in arrears. The NextBank Preferred Shares are non-redeemable; however, NextBank may, by the vote of the holders of a majority of its common stock, call and redeem the NextBank Preferred Shares in exchange for the Exchanged Common Shares plus accrued interest at the time of any such redemption. Additionally, the NextBank Preferred Shares include a change of control provision, whereby upon a change of control (as defined in the Preferred Exchange Agreement), the Company may cause NextBank to repurchase the NextBank Preferred Shares in exchange for the Exchanged Common Shares, plus accrued interest.
The Preferred Exchange Agreement included customary representations, covenants and warranties of the parties, and closing conditions which would be customary for a transaction of this type. The transactions contemplated by the Preferred Exchange Agreement closed on October 1, 2021.
IDS Settlement
On September 27, 2021, the Court entered into the Agreed Order. The Court ordered that (i) to resume the monthly payment on or before September 28, 2021, (ii) $24,583.33 shall be paid monthly to one of IDS’s counsel and the balance of each payment shall be paid to the IDS Defendants, (iii) $20,000 of the 12^thmonthly payment shall be withheld pending further order of the court, and (iv) NextPlay/(formerly Monaker) was awarded its fees and costs associated with the filing of the Motion.
Streeterville Exchange Agreement
On September 1, 2020, September 18, 2020 and September 30, 2020, HotPlay advanced us $300,000, $700,000 and $1,000,000, respectively, which advances were evidenced by Convertible Promissory Notes which we issued to HotPlay (the “~~HotPlay Notes”). The advances were required conditions to~~2021 the ~~HotPlay~~Company entered into an Exchange Agreement ~~(see “Note 1 – Summary~~with Streeterville, whereby Streeterville exchanged $270,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 135,000 shares of ~~Business Operations~~the Company’s common stock.
Intellectual Property Purchase Agreements
On August 19, 2021, the Company entered into an Intellectual Property Purchase Agreements with Fighter Base Publishing Inc. (“Fighter Base”) and ~~Significant Accounting Policies—Going Concern~~”, above), under which HotPlay is required to loan us $1,000,000 on or before August 31, 2020, which date was mutually agreed to be extended through September 18, 2020, which payment has been received, and is required to loan us an additional $1,000,000 (each a “~~Subsequent Loan~~Inc. (“Token IQ”, and together with ~~the initial loan,~~Fighter Base, the “~~HotPlay Loans~~IP Sellers”), ~~on September 30, 2020 (which payment was made~~dated as ~~described above), and on the 15th day of each calendar month thereafter (each a “Required Lending Date”), through the date of closing~~ of the ~~HotPlay Exchange Agreement.~~
~~The HotPlay Loans have an interest rate of 1% per annum. Each HotPlay Note (together with~~same date (the “IPP Agreements”). Pursuant to the ~~other HotPlay convertible notes)~~IPP Agreements, the Company agreed to acquire certain intellectual property owned by Fighter Base (relating to the games industry), which entity is ~~automatically forgiven~~owned and controlled by ~~HotPlay in~~Mark Vange, the ~~event the HotPlay Exchange Agreement is terminated: (a) by written agreement~~Chief Technology Officer of the ~~parties thereto; (b)~~Company. Pursuant to the IPP Agreement, the Company agreed to acquire certain intellectual property owned by ~~HotPlay (and its stockholders) if~~Token IQ (relating to the ~~closing~~distributed ledger industry), which entity is owned and controlled by Mark Vange, the Chief Technology Officer of the Company.
Pursuant to the Fighter Base IPP Agreement, the intellectual property to be acquired thereunder has ~~not occurred on or before the required date set forth in the HotPlay Exchange Agreement (currently October 30, 2020); (c)~~a mutually agreed upon value of $5 million, which will be paid by the Company ~~if either: (i) HotPlay has not completed the acquisition of (A) 49%~~by way of the ~~Class A~~issuance to Fighter Base of 1,666,667 shares of common stock ($3 per share of common stock).
Pursuant to the ~~capital stock~~Token IQ IPP Agreement, the intellectual property to be acquired thereunder has a mutually agreed upon value of ~~HotPlay (Thailand) Company Limited (“HP Thailand~~”); and (B) (x) not less than 90% of the voting, and (y) 95% of the economic and liquidation rights associated with, HP Thailand through a preferred share structure within 30 days after the entry into the Exchange Agreement (provided that the Company has verbally agreed to extend such deadline for an additional 60 days, until October 19, 2020); (ii) the Axion Share Exchange has been terminated before closing; or (iii) the closing has not occurred on or before October 30, 2020, unless the failure of the closing to have occurred is attributable to a failure on the part of the Company; (d)$5 million, which will be paid by the Company ~~if HotPlay (x) is not able to obtain audited and interim financial statements in the form required~~ by ~~the Securities and Exchange Commission, or (y) does not supply all~~way of the ~~information required~~issuance to Fighter Base of 1,250,000 shares of common stock ($4 per share of common stock).
The Token IQ IPP Agreement includes the right for Token IQ to license the intellectual property purchased thereunder to third parties, with the approval of the Company, ~~to file its initial proxy statement to seek approval of among other things, the Exchange Agreement, by the date~~ which ~~falls 75 days after the date of the Exchange Agreement (provided~~shall not be unreasonable withheld, provided that any licenses are non-transferable, non-sublicensable and non-exclusive, and that the ~~Company has verbally agreed to extend~~licenses will not compete with the Company. Any consideration received by Token IQ from such ~~deadline for an additional 45 days, until October 25, 2020); (e) by~~licenses will be split 50/50 between the Company if there is a material adverse effect on HotPlay or any schedule delivered by HotPlay is found to be materially misleading or conflict with any prior written or oral statement delivered to the Company; or (f) by the Company, if any representations or warranties made by HotPlay or its stockholders in the HotPlay Exchange Agreement are found to be materially inaccurate or any covenants are breached.and Token IQ.
~~Alternately, if the HotPlay Exchange Agreement is terminated: (a) by HotPlay or its principal stockholder (as applicable) because a governmental authority~~
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Table of ~~competent jurisdiction issues a final non-appealable order, or takes any other action having the effect of, permanently restraining, enjoining, or otherwise prohibiting the consummation~~Contents
The closing of the transactions contemplated by the ~~HotPlay Exchange Agreement (a “Government Action”); (b) by HotPlay if any event occurs that makes it impossible~~IPP Agreements are subject to ~~satisfy a condition precedent~~customary closing conditions, which include, due to the HotPlay Exchange Agreement (including, but not limited to any termination of the Axion exchange agreement); (c) by HotPlay if there is a material adverse effect on the Company; or (d) by HotPlay if any representations or warranties made by the Company in the HotPlay Exchange Agreement are found to be materially inaccurate or any covenantMr. Vange’s status as an officer of the Company, ~~is breached; or by~~ the Company in connection with a Government Action or any event shall occur that shall have made it impossible to satisfy a condition precedent to the HotPlay Exchange Agreement (including, but not limited to any termination of the Axion Exchange Agreement)(except as discussed above in connection with events which result in the automatic forgiveness of the HotPlay Note), then the then outstanding principal amount of the HotPlay Notes together with all accrued and unpaid interest thereon, automatically convert into fully paid and nonassessable sharesapproval of the Company’s ~~common stock at $2.00 per share.~~
~~In the event~~shareholders of the transactions contemplated by the ~~HotPlay Exchange Agreement close, it is anticipated that~~IPP Agreements and the ~~HotPlay Notes will be forgiven as an intracompany loan.~~
If the Company fails to deliver the shares due upon a conversion within five business days, or the Company enters into a voluntary or involuntary bankruptcy proceeding, then HotPlay can declare the entire amountissuance of ~~the note due and payable (provided the note is automatically due upon the occurrence of certain bankruptcy events), and such note will accrue interest at the rate of 18% per annum until paid in full.~~
On September 1, 2020, the Company entered into a consulting agreement with Beachfront Travel Consulting LLC for their services and expertise in Call Center and Sales Operations. The consultant will assist the Company in the development and design of a Call Center Operation to support the brand. The Company agreed to pay the consultant compensation of 1,500 restricted shares of common stock ~~per month, with a price equal to the closing price~~thereunder.
Consulting Agreement
Effective on the last day of the month and the consultant agreed to advise the Company on policies and procedures, performance metrics and reporting, operational standards and training of call center staff. The agreement continues on a month-to-month basis until terminated by the Company upon 30 days’ prior notice.
~~On September 8, 2020, the Company issued a total of 41,250 shares of common stock to the members of~~August 19, 2021, the Board of Directors of the Company ~~in consideration for services rendered~~appointed Mr. Andrew Greaves to serve as the ~~Board during the quarter ended August 31, 2020, valued at $99,825.~~
~~On September 8, 2020, the Company issued a total of 60,000 shares of common stock to employees~~Company’s Chief Operating Officer and changed Mr. Timothy Sikora’s titles from Chief Operating Officer of the Company and Chief Information Officer of NextTrip, to Chief Information Officer of the Company and President and Chief Operating Officer of NextTrip.
On June 9, 2021, GLM Consulting Ltd (the “Consultant”), of which Mr. Greaves serves as the sole officer and director, entered into a Consulting Agreement with the Company to assist the Company in ~~consideration~~growing a connected subscriber base and ecosystem across all devices: Digital TV, Set Top Box, Streaming Devices, PC, Laptop, Tablet and Smartphones, by providing a range of operational expertise. The term of the agreement started on July 6, 2021 and is effective until June 30, 2022, provided that the agreement may be terminated at any time, by either party, with two weeks written prior notice. The Company agreed to pay the Consultant a daily consulting fee of one thousand US dollars ($1,000), for ~~awards~~each day of service up to a maximum amount of 20 days per month unless previously agreed in writing with the Company. Each day of service shall include a minimum of eight hours. The Consulting Agreement included confidentiality obligations of the parties and ~~bonuses earned during~~customary work for hire language. To date the ~~quarter ended August 31, 2020, valued at $145,200.~~Consultant has been paid approximately $39,000 pursuant to the Consulting Agreement from the Company.
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On September 17, 2020, the Company entered into a license agreement with JANIIS, Inc. JANIIS, Inc. designed and sells a proprietary vacation rental management software and an electronic platform, hosted through Amazon Cloud Services, which is used by property managers to manage the property rental business. This agreement will allow the Company to resell an unlimited number of JANIIS software licenses/users and integrate our MBE (Monaker Booking Engine) into the JANIIS platform thereby increasing the amount of marketable available properties. The initial term of this agreement is 3 years with an annual license fee of $65,000.
~~On September 22, 2020, the Company made a payment of $200,000 under the Revolving Monaco Trust Note, including $142,408 of principal and $57,592 of interest owed thereunder (described above under “Note 6 – Related Party Promissory Notes and Transactions~~”). As of the date of this report, the Revolving Monaco Trust Note has a balance of $2,032,592 and the amount of available principal remaining under the note of $667,408, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the Revolving Monaco Trust Note, with the approval of the Monaco Trust.
On October 6, 2020, the Company made a payment of $200,000 to Iliad Research and Trading, L.P. after receiving a redemption notice as per the agreement. The entire amount of the payment was applied as a reduction to the principal borrowed, leaving an outstanding balance of $387,993, which consists of $347,174 of principal and $40,819 of accrued interest.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
~~Forward Looking Statements~~General Information
~~The following discussion~~This information should be read in conjunction with the ~~attached consolidated~~interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the unaudited financial statements and notes thereto and ~~our consolidated audited financial statements~~Part II, Item 7, Management’s Discussion and ~~related notes for our fiscal year ended February 29, 2020 found~~Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K ~~that~~ for the ~~Company has~~year ended February 28, 2021, filed with the Securities and Exchange Commission on ~~May 29, 2020 (the~~June 8, 2021.
Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above under “~~Annual~~Part I - Financial Information - Item 1. Financial Statements”.
Our logo and some of our trademarks and tradenames are used in this Report. This Report~~”). In addition~~ also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to ~~historical~~in this Report may appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
The market data and certain other statistical information used throughout this Report are based on independent industry publications, reports by market research firms or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the ~~following discussion contains forward-looking statements that~~accuracy or completeness of such information. We are responsible for all of the disclosures contained in this Report, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information presented in this Report, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and ~~assumptions. Where possible, we have tried~~are subject to ~~identify these forward-looking statements~~change based on various factors, including those discussed under, and incorporated by ~~using words such as~~reference in, the section entitled “~~anticipate,~~Item 1A. Risk Factors” “~~believe,” “intends,” or similar expressions. Our actual results~~of this Report. These and other factors could cause our future performance to differ materially from ~~those anticipated by~~our assumptions and estimates. Some market and other data included herein, as well as the ~~forward-looking statements due~~data of competitors as they relate to ~~important factors~~NextPlay Technologies, Inc., is also based on our good faith estimates.
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” and ~~risks including, but not limited~~“NextPlay” refer specifically to ~~those set forth in our Annual Report.~~NextPlay Technologies, Inc., formerly Monaker Group, Inc. and its consolidated subsidiaries.
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; and
● “Securities Act” refers to the Securities Act of 1933, as amended.

~~This Report contains~~Where You Can Find Other Information
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements ~~that we believe are,~~and amendments to reports filed or ~~may be considered~~furnished pursuant to ~~be, “forward-looking statements”, within the meaning~~Sections 13(a) and 15(d) of the ~~Private~~ Securities ~~Litigation Reform~~Exchange Act of ~~1995. All~~1934, as amended. The SEC maintains a website (https://www.sec.gov) that contains reports, proxy and information statements and other ~~than~~information regarding us and other companies that file materials with the SEC electronically. Additional information about us is available on our website at www.nextplaytechnologies.com. We do not incorporate the information on or accessible through our websites into this filing, and you should not consider any information on, or that can be accessed through, our websites as part of this filing.
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Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of ~~historical fact included~~operations, financial condition, and cash flows. MD&A is organized as follows:
● Overview. Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of MD&A.
● Results of Operations. An analysis of our financial results comparing the three and six months ended August 31, 2021 and 2020.
● Liquidity and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition.
● Critical Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
OVERVIEW
NextPlay offers an ecosystem for video gamers, digital consumers, and travelers through its three divisions: (i) NextMedia; (ii) NextFinTech; and (iii) NextTrip. Through the development and integration of innovative technology solutions, NextPlay is building a [unified] platform that offers a suite of personal services for its users.
NextMedia Division
HotPlay
HotPlay Enterprise Limited (“HotPlay”), which is wholly-owned by NextPlay, is an in-game advertising (“IGA”) platform that delivers advertisements into video games without disrupting gameplay, enabling video games to monetize without compromising on the integrity of the game. The platform enables advertisers and merchants of all sizes to hyper-locally deliver promotional coupons to gamers, offering them real world rewards from playing video games. Video games could also deliver relevant virtual rewards through the platform in ~~this Report regarding~~order to increase retention rate.
Upon receiving the ~~prospects~~rewards, gamers are able to access them via the HotPlay redemption mobile application (“Redemption App”). The redemption app also features a list of games integrated with HotPlay IGA, giving video games visibility among the HotPlay user base.
In order to increase HotPlay IGA adoption among third party video game developers, HotPlay has established an in-house game development studio dedicated to developing casual and hyper-casual games that help showcase the capabilities of our ~~industry or our prospects,~~technology.
Reinhart TV
Reinhart TV AG/Zappware NV (“Reinhart”) is an award-winning entertainment service provider. The platform, which is currently deployed on devices across Europe and Latin America, provides end users with an intuitive and personalized multi-screen TV experience across set-top boxes, connected TVs, smartphones, tablets, and PCs. The platform also provides a service management system that enables operators to effectively manage user experience and monetization of their services.
Following the 51% acquisition of Reinhart TV on June 23, 2021, NextPlay is integrating its HotPlay IGA platform with Reinhart, which is anticipated to provide HotPlay access to Reinhart’s significant Pay TV customer base. Furthermore, the integration is expected to provide Reinhart with a more comprehensive offering for operators as they transition from a business-to-business (B2B) model to a business-to-business-to-consumer (B2B2C) model. NextPlay plans ~~financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified~~to further increase the combined platform suite of services by integrating FinTech and Travel service offerings in the ~~use~~future.
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Table of ~~forward-looking words such as “may,~~Contents
NextFinTech Division
Longroot
NextPlay owns 100% of Longroot, Inc. (“Longroot” “~~will,~~), which in turn owned 75% of Longroot Limited, a Cayman Islands company (“Longroot Cayman” “~~expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or~~). Longroot Cayman owns 49% of the ~~negatives~~outstanding ordinary shares (with 51% of ~~these terms or variations~~the Preferred shares owned by two Thai citizen nominee shareholders) of ~~them or similar terms. Furthermore, such forward-looking statements may be included in various filings~~Longroot Holding (Thailand) Company Limited (“Longroot Thailand”), provided that ~~we make with~~Longroot Cayman controls 90% of Longroot Thailand’s voting shares and therefore effectively controls Longroot Thailand. Longroot Thailand is an Initial Coin Offering (“ICO”) Portal that provides digital asset financing and investment services that are fully regulated and licensed by the Securities and Exchange Commission ~~or press releases or oral statements made~~of Thailand (the “Thai SEC”). It is focused on creating Thai regulated cryptocurrencies backed by ~~or with the approval of one of our authorized executive officers. Although we believe~~high quality assets that ~~the expectations reflected in these forward-looking statements~~ are ~~reasonable, we cannot assure you that these expectations will prove~~designed to be ~~correct. These forward-looking statements~~more resistant to market declines. The initial class of assets includes video games, insurance, precious metals, and real estate.
Longroot Thailand is a licensed ICO Portal under the Thai SEC, and is regulated under the Thai Digital Asset Law which stipulates that all offerings of digital assets have to be conducted via a Thai SEC licensed ICO Portal.
NextBank International
NextBank International (“NextBank”) (previously International Financial Enterprise Bank), which is wholly-owned by NextPlay, is an International Financial Entity (“IFE”) operating under the laws of the Commonwealth of Puerto Rico. Licensed under Act 273 by the Office of the Commissioner of Financial Institutions (“OCIF”), NextBank currently offers concierge services to high net worth individuals and entrepreneurs, and loan products.
Following the completed acquisition of NextBank on July 21, 2021, NextPlay plans to create a diversified FinTech solution company that offers asset banking, asset management and mobile payment and banking services.
NextTrip Division
NextTrip
NextTrip (currently operated through NextPlay) offers booking solutions for both business and leisure travel via NextTrip Business and NextTrip Journeys, respectively. NextTrip Business offers corporate travel management solutions for small- and medium- sized businesses and allows companies to manage travel expenses, travel booking, expense reports, and provides access to concierge-like travel support services, while NextTrip Journeys provides an online travel agency portal where Personal Journey Consultants book and manage vacation packages with concierge like services.
The platform is powered by a proprietary property management system and booking engine that has approximately 3.4 million instantly confirmed vacation rental units.
Travel Magazine
Travel Magazine is an online digital media company whose goal is to inspire travelers to explore the world. Travel Magazine publishes articles, videos, and interactive media highlighting travel destinations throughout the world. Through its interactive media platform, leveraging NextPlay Technology solutions, Travel Magazine also plans to offer non-fungible tokens (NFTs).
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Novel Coronavirus (COVID-19)
In December 2019, a novel strain of coronavirus, which causes the infectious disease known as COVID-19, was reported in Wuhan, China. The World Health Organization declared COVID-19 a “Public Health Emergency of International Concern” on January 30, 2020 and a global pandemic on March 11, 2020. In March and April, many U.S. states and local jurisdictions began issuing ‘stay-at-home’ orders. For example, the state of Florida, where the Company’s principal business operations are, issued a ‘stay-at-home’ order effective on April 1, 2020, which remained in place, subject to certain exceptions, through June 2020, when the order was gradually lifted.
The COVID-19 pandemic, and governmental responses thereto, including travel restrictions, ‘stay-at-home’ orders and required social distancing orders, severely restricted the level of economic activity around the world, and is having an unprecedented effect on the global travel industry. Additionally, the ability to travel has been curtailed through border closures, mandated travel restrictions and limited operations of hotels, airlines, and may be further limited through additional voluntary or mandated closures of travel-related businesses, the majority of which have now been lifted.
The measures implemented to contain the COVID-19 pandemic have had, and may in the future have continue to have, a significant negative effect on our business, financial condition, results of operations, cash flows and liquidity position.
The duration and severity of the COVID-19 pandemic are still uncertain and difficult to predict at this time. The pandemic could continue to negatively affect global economic activity for an extended period of time, even as restrictions have been lifted in most jurisdictions and vaccines are widely available in the United States and certain other countries. The effects of COVID-19 may significantly reduce discretionary spending by individuals and businesses on travel and may create a recession in the United States or globally. In turn, that could have a negative impact on demand for our services. We also cannot predict the long-term effects of the COVID-19 pandemic on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry. The aforementioned circumstances could result in a material adverse impact on our business, financial condition, results of operations and cash flows, potentially for a prolonged period.
The Company’s liquidity could also be adversely impacted by delays in payments of outstanding accounts receivable amounts beyond normal payment terms and insolvencies.
It is difficult to estimate COVID-19’s impact on future revenues, results of operations, cash flows, liquidity or financial condition, but such impacts have been and will continue to be significant and could continue to have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity position for the foreseeable future. In the near term, we do expect that the COVID-19 pandemic will continue to negatively affect our operating results and year-over-year results.
As a result of the above, we may be forced to scale back our operations, adjust our plan of operations, borrow or raise additional funding, which may not be available on favorable terms if at all. In the event we require and are unable to raise additional funding in the future, we may be forced to seek bankruptcy protection.
RESULTS OF OPERATIONS
For the Three months Ended August 31, 2021 Compared to three months Ended August 31, 2020
Revenues
Our total revenues increased to $2,647,283 for the three months ended August 31, 2021, as compared to $0 for the three months ended August 31, 2020, an increase of $2,647,283 from the prior period. The increase in sales is a result of the acquisition of HotPlay by Monaker, now part of NextPlay Technologies, which included the acquisitions of Reinhart TV, NextBank, and Longroot. Travel revenue increased $36,890, FinTech revenue increased $293,357 and digital interactive media revenue increase $2,317,036. The increase of $2,317,036 in digital interactive media revenue is a result of the acquisition of Reinhart. Travel revenue is being affected less as travel destinations lift COVID-19 restrictions, as we have experienced an increase in travel reservations. Some travelling schedules have been postponed to later in the year, or the beginning of next year; however, the ultimate effect, duration and effects of the COVID-19 pandemic are currently unknown at this time. FinTech revenue increased is a result of interest income and loan fees.
Cost of Revenues
Our total cost of revenues increased to $1,274,340 for the three months ended August 31, 2021, compared to $0 for the three months ended August 31, 2020. Our gross profit was $1,372,943 for the three months ended August 31, 2021, compared to $0 for the three months ended August 31, 2020. Cost of revenues increased, and gross profit increased, due to the acquisition of HotPlay.
Operating Expenses
Our operating expenses include general and administrative, salaries and benefits, technology and development, stock based compensation, selling and promotion and depreciation and amortization. Our operating expenses increased by $5,780,066 or 1,381% to $6,198,562 for the three months ended August 31, 2021, as compared to the $418,496 for the three months ended August 31, 2020.
This increase was mainly related to:
(i) general and administrative expenses which increased $1,846,020 to $2,057,079 for the three months ended August 31, 2021, as compared to $211,059 for the three months ended August 31, 2020. The increase is mainly due to professional fees of $852,336, consultant fees of $238,013, loan related expenses of $199,501, travel expenses of $100,121, rent expense of $90,658, and utilities of $67,500;
(ii) a $1,872,266 increase in salaries and benefits mainly attributable to salaries of $1,450,130 and benefits of $160,180;
(iii) a $1,261,165 increase in depreciation and amortization;
(iv) a $334,350 increase in selling and promoting expenses;
(v) a $251,032 increase in technology and development expenses; and
(vi) a $215,233 increase in stock-based compensation.
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Other Income and Expenses
Our other income and expenses include valuation gain or loss on investments, interest expense, and other income. Our total other expenses increased to $4,636,796 for the three months ended August 31, 2021, compared to $16,646 for the three months ended August 31, 2020, a change of $4,507,286 from the prior period. The increase is mainly attributable to the valuation loss, net of our holdings in Axion Ventures, Bettwork, Verus (defined below) and Recruiter.com, as described in greater detail in “Note 5 – Investment in Unconsolidated Affiliates”, which resulted in a loss of $1,496,393, and impairment loss on intangible assets of $3,126,543 for the three months ended August 31, 2021.
Loss from non-controlling interest
We had a loss from non-controlling interest of $599,041 for the three months ended August 31, 2021, compared to a loss from non-controlling interest of $236,522 for the three months ended August 31, 2020.
Net Loss
We had a net loss attributable to the Company of $8,814,001 for the three months ended August 31, 2021, compared to a net loss attributable to the Company of $198,620 for the three months ended August 31, 2020, resulting in an increase in net loss of $8,615,381 from the prior period. The increase in the net loss was primarily due to the increase in operating expenses of $5,780,066 and an increase in other expenses of $4,507,286, of which $3,126,543 relates to impairment of intangible assets as described in greater detail above.
For the Six months Ended August 31, 2021 Compared to the Six months Ended August 31, 2020
Revenues
Our total revenues increased to $2,647,283 for the six months ended August 31, 2021, as compared to $0 for the six months ended August 31, 2020, an increase of $2,647,283 from the prior period. The increase in sales is a result of the reverse acquisition of HotPlay by Monaker now part of NextPlay Technologies which include Reinhart TV, IFEB Bank, and Longroot. NextTrip Revenue increased $36,890, NextFinTech Revenue increased $293,357 and Digital Interactive Media Revenue increase $2,317,036. The increase of $2,317,036 is a result of the acquisition of Reinhart. NextTrip Revenue is being affected less as travel destinations lift COVID-19 restrictions, as we have experienced an increase in travel reservations. Some travelling schedules have been postponed to later in the year, or the beginning of next year; however, the ultimate effect, duration and effects of the COVID-19 pandemic are currently unknown at this time; provided that we expect such pandemic to continue to have a material adverse effect on our revenues for the remainder of the calendar year and continuing throughout calendar 2021. NextFinTech revenue increase is a result of interest income and loan fees.
Cost of Revenues
Our total cost of revenues increased to $1,274,340 for the six months ended August 31, 2021, compared to $0 for the six months ended August 31, 2020. Our gross profit was $1,372,943 for the six months ended August 31, 2021, compared to $0 for the six months ended August 31, 2020. Cost of revenues increased, and gross profit increased, based on the reverse acquisition results.
Operating Expenses
Our operating expenses include general and administrative expenses, salaries and benefits, technology and development, stock-based compensation, selling and promotions expenses, and depreciation and amortization. Our operating expenses increased by $6,200,288 or 1,172.1% to $6,729,293 for the six months ended August 31, 2021, as compared to $529,005 for the six months ended August 31, 2020 due to the reverse acquisition of HotPlay.
The increase was mainly related to:
(i) General and administrative expenses as a result of a reverse acquisition which increased $2,022,903 to $2,245,896, for the six months ended August 31, 2021, as compared to $222,993 for the six months ended August 31, 2020. The increase is mainly due to professional fees of $1,073,805, consultant fees of $420,059, loan related expenses of $199,501, travel expenses of $126,556, rent expense of $96,402, and utilities of $89,808;
(ii) a $2,046,875 increase in salaries and benefits related expenses is attributable to salaries of $1,613,429, benefits of $79,350, social security taxes of $141,018, and recruiting expense of $202,616;
(iii) a $1,332,626 increase in depreciation and amortization resulting from a $900,284 increase in amortization of intangibles, a $393,030 increase in amortization of debt issuance costs, a $39,312 increase in depreciation of fixed assets;
(iv) a $361,629 increase in selling and promoting expenses mainly generated by marketing expenses of $190,431 and promotional expenses of $171,198;
(v) a $251,032 increase in technology and development expenses; and
(vi) a $215,233 increase in stock-based compensation.
Other Income and Expenses
Our other income and expenses include valuation gain or loss on investments, interest expense, and other income.
Our total other expenses increased to $4,679,176 for the six months ended August 31, 2021, compared to $24,547 for the six months ended August 31, 2020, a change of $4,654,629 from the prior period. The increase is mainly attributable to the valuation loss, net of our holdings in Axion Ventures, Bettwork, Verus and Recruiter.com, as described in greater detail in "Note 5 - Investment in Unconsolidated Affiliates", which resulted in a loss of $2,841,871 for the six months ended August 31, 2021, compared to a loss of $341,933 for the six months ended August 31, 2020, for an additional loss of $2,499,938. This additional loss was partially offset by a reduced loss on the sale of unconsolidated affiliates, Verus International, Inc. (formerly known as RealBiz Media Group, Inc. ("Verus")) and ~~unknown risks~~Recruiter holdings, of $532,209.
Loss from non-controlling interest
We had a loss from non-controlling interest of $776,389 for the six months ended August 31, 2021, compared toa loss from non-controlling interest of $354,932 for the six months ended August 31, 2020.
Net Loss
We had a net loss attributable to the Company of $9,209,764 for the six months ended August 31, 2021, compared to a net loss attributable to the Company of $198,620 for the six months ended August 31, 2020, resulting in an increase in net loss of $9,011,144 or 4,536.9% from the prior period. The increase in the net loss was primarily due to the increase in operating expenses of $6,200,288 and ~~uncertainties,~~an increase in other expenses of $4,654,629, of which $3,126,543 relates to impairment of intangible assets as described in greater detail above.
LIQUIDITY AND CAPITAL RESOURCES
On August 31, 2021, we had $8,944,775 of cash on-hand which was an increase of $8,499,855 from $444,920 on February 28, 2021. The increase in cash on hand was mainly attributed to the business acquisition activity where there was a increase of $13,251,410 in investing activities, offset by cash used for operating activities of $3,059,601.
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As of August 31, 2021, the Company had total current liabilities of $30,740,500, were mainly attributed to the reverse acquisition as well as ~~assumptions that could cause actual results~~the business combination of the IFEB and Reinhart TV and Zappware. The total liabilities consists of the Secured Notes owed to ~~differ materially~~Streeterville Capital LLC of $8,415,782, short-term loans for $3,069,066 for Reinhart Zappware, an increase of accounts payable and accrued expense of $5,847,026, accrued payroll of $896,102 and accrued interest from ~~those reflected in these forward-looking statements. Readers are cautioned not~~notes of $710,486 due to ~~place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only~~the reverse acquisition and business combination of IFEB and Reinhart Zappware. Deferred revenue increased $898,088 from $0 as of August 31, 2020. IFEB increased other current liabilities in the ~~date hereof. Except as required~~amount of $11,269,465 due to customer deposit.
As of August 31, 2021, we had $103.8 million in total assets, $33.3 million in total liabilities, working capital of $6.5 million and a total accumulated deficit of $10.4 million.
Cash used in operating activities was $3,629,273 for the six months ended August 31, 2021, compared to $569,672 of cash used in operating activities during the six months ended August 31, 2020. The decrease was mainly due to an increase unbilled receivable of $4,760,457, and increase of loans receivable of $1,572,298, and other current liabilities of $105,284, which were offset mainly by ~~law, we undertake no obligation to revise or publicly release the results~~accounts receivable of ~~any revision to any forward-looking statements. You~~$4,749,175 which are ~~advised, however, to consult any additional disclosures we make in our reports~~mainly due to the ~~SEC. All subsequent written~~reverse acquisition and ~~oral forward-looking statements attributable~~the new entities being consolidated in the quarter.
Net cash used in investing activities increased to us$12,293,699 for the quarter ended August 31, 2021, as compared to net cash provided by investing activities of $957,711 for six months ended August 31, 2020. The increase can be attributed mainly to the effects of the business combination as part of the reverse acquisition in the amount of $9,323,686 and $4,200,006 which represents the cash from the business combination with NextPlay and IFEB, respectively.
Net cash used for financing activities was $24,075 for the six months ended August 31, 2021, compared to $1,625,318 for the six months ended August 31, 2020. The decrease was primarily due to payment on promissory notes, related parties in the amount of $1,303,613 and stock repurchase of $771,456, offset by proceeds from promissory notes related parties in the amount of $2,264,149.
On June 15, 2016, we entered into a revolving line of credit agreement with Republic Bank, Inc. of Duluth, Minnesota, which merged with National Bank of Commerce, which continued as the surviving entity, on July 8, 2019 (“National Bank”). The revolving line of credit has been amended various times to date, and on May 7, 2020, we entered a new Promissory Note with National Bank (“New Note”) in connection with the line of credit. The New Note replaced a prior promissory Note we had in place with National Bank in connection with our $1,200,000 revolving line of credit and extended the due date of the prior Note from June 30, 2020 to December 31, 2020. The New Note also amended the interest rate of the prior Note to provide that amounts due under the New Note accrue interest at the rate of prime plus 3% (which rate is currently 6.25%) (the interest rate of the prior Note was prime plus 1%), subject to a floor of 4.5%, which interest is payable monthly in arrears. The New Note may be prepaid at any time without penalty. The New Note contains standard and customary events of default. On December 1, 2020 the company paid off the full balance of the New Note of $1,192,746.
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Additional information regarding our notes payable, notes receivable, investments in equity instruments, acquisitions and dispositions and line of credit can be found under “Part I. Financial Statements—Item 1. Financial Statements” – “Note 4 – Notes Receivable”; “Note 10 – Related Party Promissory Notes and Transactions”, “Note 5 – Investment in Unconsolidated Affiliates”, “Note 6 – Acquisitions and Dispositions”, “Note 8 – Line of Credit”; and “Note 9 – Notes Payable”, and “Note 14 – Subsequent Events”.
We have very limited financial resources. We currently have a monthly cash requirement of approximately $1,450,000, exclusive of capital expenditures. Management intends to seek additional equity or ~~persons acting~~obtain additional credit facilities or loans. However, we may be unable to raise additional capital upon terms acceptable to us. The sale of additional equity will result in additional dilution to our shareholders. A portion of our cash may be used to acquire or invest in complementary businesses, or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies.
We will need substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support ourselves. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from all products are fully implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition, and liquidity. As of August 31, 2021, we had approximately $30.7 million of current liabilities. We currently do not have the resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our ~~behalf are expressly qualified~~business and ability to continue as a going concern.
To date, we have funded our operations with the proceeds from equity and debt financings and we anticipate we will need to meet our funding requirements through the sale of equity or debt financing, which funds may not be available on favorable terms, if at all. We anticipate that we would need several millions of dollars to properly market our services and fund the operations for the next 12 months.
Separately, our capital requirements may increase in ~~their entirety by~~ the ~~cautionary statements contained~~near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in ~~this Report.~~
~~You should read the matters described in “Risk Factors~~”cancellations and re-bookings, and the ~~other cautionary statements made in this Report, and incorporated by reference herein, as being applicable~~extent to ~~all related forward-looking statements wherever they appear in this Report. We cannot assure you that~~which such pandemic may further impact the ~~forward-looking statements in this Report will prove~~ability of our customers to ~~be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.~~fulfill their payment obligations.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
~~Critical Accounting Policies and Estimates~~
The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, accrued liabilities, convertible promissory notes and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in the Company’s Annual Report are those that depend most heavily on these judgments and estimates. As of August 31, ~~2020,~~2021, there had been no material changes to any of the critical accounting policies contained therein.
Recently Issued Accounting Standards

~~Where You Can Find Other Information~~
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. The SEC maintains a website (http: //www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically. Additional information about us is available on our website at www.Monakergroup.com. We do not incorporate theFor more information on ~~or accessible through our websites into this filing,~~recently issued accounting standards, see in “Note 1 – Summary of Business Operations and ~~you should not consider any information on, or that can be accessed through, our websites as part of this filing.~~
~~Definitions:~~
~~Unless the context requires otherwise, references~~Significant Accounting Policies”, to the “~~Company,” “we,” “us,” “our,” “Monaker” and “Monaker Group, Inc.” refer specifically~~Notes to ~~Monaker Group, Inc. and its consolidated subsidiaries including Extraordinary Vacations USA, Inc. (100% interest) and NextTrip Holdings, Inc. (100% interest).~~
~~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; and~~
● “~~Securities Act” refers to the Securities Act of 1933, as amended.~~
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~~This information should be read in conjunction with the interim unaudited financial statements and the notes thereto~~Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, and the unaudited financial statements and notes thereto and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our ~~Annual Report~~.
~~Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above~~herein under “Part I - Financial Information - Item 1. Financial Statements”.
In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the global vacation rental industry in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.
~~Overview~~
Monaker Group, Inc. and its subsidiaries operate online marketplaces. We believe the most promising part of our business plan is the incorporation of Monaker’s proprietary white label Booking Engine and sizeable alternative lodging rental (ALR) properties into well-established marketplaces (i.e. a business-to-business (B2B) model) thereby facilitating easy access of alternative lodging rentals inventory to contracted global distributor partners.
Our ambition is to become the largest instantly bookable vacation rental platform in the world, providing large travel distributors via a B2B model. Instantly bookable” means that the property does not require approval from the host or owner before it can be booked, subject to availability and other restrictions that may apply.
Additionally, we plan to provide a superior platform to assist property managers in booking, and broadening the market for, their homes. The Company serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise.
~~All of Monaker’s ALRs, also commonly referred to as Vacation Rentals are:~~
i)
~~Controlled by Property Management Companies~~. This is a key point of differentiation for Monaker, as the sole focus of Property Management Companies is to rent and service their properties, unlike an individual homeowner who often rents their property on a casual or part-time basis. We believe working with property managers results in four key benefits:
►
~~All properties are Instantly Bookable (all Property Management Company inventory is integrated into Monaker’s Booking Engine allowing for instant confirmations);~~
►
~~Higher levels of service for renters (property managers are full-time operators);~~
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~~Higher Quality Assurance (property managers generally have an incentive to eliminate trouble properties); and~~
►
~~Certified Rentable (most property managers are licensed and bonded requiring them to ensure properties are “legal to rent” and are further responsible for paying required taxes on behalf of homeowners.~~
~~ii)~~
~~Exclusively Individual Units~~. Our vacation homes and residential resort units are never shared, nor do we rent rooms in homes like other ALR companies. All ALR inventory is fully furnished, privately owned residential properties, including homes, condominiums, apartments, villas and cabins that property managers rent to the public on a nightly, weekly or monthly basis.
~~We believe that Monaker’s B2B model of supplying its significant ALR inventory directly to well-established travel distributors has three key benefits being:~~
1) Monaker avoids the need to market and try and develop its own direct to consumer brand (which can be expensive). Instead it is able to supply product into well established distribution websites that already have significant customer traffic and bookings.
2) Monaker has positioned itself uniquely in the ALR sector - which is one of the fastest growth segments within the travel industry. ALR inventory provides a key solution to traditional travel distributors. According to a January 3, 2017 article by Kevin May, the Editor In Chief of PhocusWire, as posted on Tnooz.com (“~~Private accommodation travel bookings to reach $106 billion by 2018~~”), it is estimated that roughly 1 out of 5 lodging accommodations in 2018 was an ALR transaction and by most accounts this growth is continuing to accelerate (notwithstanding the current decreases in lodging and travel caused by COVID-19).
3) Monaker B2B ALR offerings are timely in addressing traditional travel distributors’ needs to protect their client base by allowing them seamless access to ALR products. With the rapid growth of companies like Airbnb, we believe that traditional travel companies are realizing that not having access to this high demand vacation rental inventory means risking the loss of their consumers to other ALR sites. By integrating Monaker’s ALR inventory in a “~~White Label~~” solution alongside their existing travel products (i.e., Air/Car/Hotel/Cruise/Tour bookings), it solves a key issue by allowing the customers of traditional travel distributors to complete their entire vacation package booking on their website versus forcing them to go to an ALR website and potentially lose the entire booking.
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~~Monaker’s Direct to Consumer Websites~~
Monaker has established a direct to consumer presence through a number of websites. While these sites are anticipated to represent a minor portion of the Company’s revenues moving forward, they do perform two very important functions;
♦    ~~The direct to consumer platforms are used for demonstration purposes to show traditional travel companies how ALR products could be integrated into their platforms, and~~
♦    ~~The sites allow consumers to bundle specialty vacation tours and other offerings with ALR products.~~
~~These sites include NextTrip.com, which provides a complete booking and expense tracking solution for business travel with the ability to book air, car, hotel and ALR products for business travelers.~~
NextTrip.com, Maupintour.com and EXVG.com provide both ALR products and auxiliary services directly to consumers, so travelers can purchase compete vacation packages. NextTrip.com, Maupintour.com and EXVG.com (as well as with distributors) allow travelers to search and compare our large and detailed inventory of listings to find ALRs meeting their needs.
Monaker is a technology-driven Travel Company that has identified and sourced ALR products which it consolidates through its Monaker Booking Engine, allowing for instantly bookable products; this is its distinguishing niche. The ALRs are owned and leased by third parties and are available to rent through Monaker’s websites as well as through other distributors. Monaker’s services include critical elements such as technology, an extensive film library, trusted brands and established partnerships that enhance product offerings and reach. We believe that consumers are quickly adopting video for researching and educating themselves prior to purchases, and Monaker has carefully amassed video content, key industry relationships and a prestigious travel brand as cornerstones for the development and deployment of core-technology on both proprietary and partnership platforms.
Monaker sells travel services to leisure and corporate customers around the world. Our primary focus is to incorporate ALR options into our current offerings of scheduling, pricing and availability information for booking reservations for airlines, hotels, rental cars, as well as other travel products such as sightseeing tours, shows and event tickets, and theme park passes. The Company sells these travel services both individually and as components of dynamically-assembled packaged travel vacations and trips. In addition, the Company provides content that presents travelers with information about travel destinations, maps and other travel details. In February 2018, the Company introduced its new travel platform under the NextTrip brand. This platform continues to be improved with a focus on maximizing the consumer experience and assisting them in the decision and purchasing process.
The platform is a proprietary technology that allows our users to search large travel suppliers of alternative lodging inventories and offers comprehensive and optimal alternatives at the most inexpensive rates to choose from.
In March 2018, the Company introduced Travelmagazine.com, an online travel publication with the aim of giving travelers around the world inspiration for future travel destinations and trips. The publication offers written articles, videos, and podcasts. Moving forward, we hope that Travelmagazine.com will become a central hub of information for travelers who are looking to get detailed information on destinations all around the world. We also plan to move Travelmagazine.com from having content created by a team of staff writers, to a team of worldwide writers who will contribute content for publication in the future, funding permitting. The website is expected to be supported by advertising and allow for promotion of both ALR and Maupintour vacation products.
The Company sells its ALR travel inventory through various distribution channels. The primary distribution channel is through its business-to-business (B2B) channel partners which include sales via (i) other travel companies’ websites and (ii) networks of third-party travel agents. Secondary distribution will occur through the Company’s own websites at NextTrip.com and Maupintour.com. Additionally, we will be offering high end ALR products along with specialty travel products and services via Maupintour.com, targeting high value inventory to customers with complex or high-end travel needs.
~~Monaker’s core holdings are planned to be streamlined by later this year into four key platforms being; the Monaker Booking Engine (MBE), NextTrip.com, Maupintour.com, and TravelMagazine.com.~~
The Monaker Booking Engine (MBE) is the Company’s proprietary technology and platform providing access to more than 3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. This 3.2 million in ALR inventory is based on the number of properties that are contained in the MBE. In this regard, the amount of ALR inventory by which Monaker measures the number of instantly bookable properties is static. As such, notwithstanding the fact that there are 3.2 million properties in the MBE, there may be less properties actually available for booking at any particular moment in time. The difference between the static inventory in the MBE and the number of properties that are actually bookable at any one time is impacted by, among other things, property availability and restrictions placed on bookings by travel distributors. This ALR product can be accessed by other travel distributors using the Company’s API.
NextTrip.com is the primary consumer website, where travel services and products are booked. The travel services and products include tours, activities/attractions, airlines, hotels, and car rentals and where ALRs are booked as well.
Maupintour complements the Nextrip.com offerings by providing high-end tour packages, activities/attractions, and specialized ALRs that cannot be booked on a real-time basis. These ALRs tend to be sourced from owners and managers who have not invested in a reservation management system and/or the owner or manager prefers to personally vet the customer before accepting a booking; typically, because the ALR is a high value property.
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Travelmagazine.com is an online travel publication with the aim of giving travelers around the world inspiration for future travel destinations and trips. The publication offers written articles, videos, and podcasts. Moving forward, we plan for Travelmagazine.com to become a central hub of information for travelers who are looking to get detailed information on destinations all around the world.
In May 2020, Maupintour Phase 1 launched. Maupintour Vacation Home Rentals (i.e., the ability to book ALR properties on the Maupintour website) was launched in August 2020. NextTrip (what we used to refer to as NextTrip.biz) was launched in October 2020, with additional releases of features planned until the entire platform is built-out in late 2020 or early 2021, funding permitted.
~~Products and Services~~
Monaker plans to focus on marketing ALR options directly to consumers and to other travel distributors. The Company’s concentration on ALRs is driven by contracts with vacation home (including timeshare) unit owners and managers that are made available to consumers and to other travel portals (Distributors) for nightly or extended stays. In addition, we offer travelers activities and tours through our subsidiary, Maupintour. Therefore, not only can we assist a traveler with identifying a destination and the lodging at the destination, but we can provide options of activities while at the destination. We also provide the means for making arrangements for airline tickets, car rentals and lodging (i.e. hotels and ALRs in the near future). In summary, Monaker offers travelers the complete travel package made easy or... ~~Travel Made Easy~~^TM.
The average ALR search and booking takes a few hours while the average vacation planning process typically involves the consumer visiting up to seven travel websites and spending over 10 hours to book their vacation (according to Susan Ho, Founder of Journy). We believe the NextTrip.com website using the above features should reduce ALR/Vacation planning time from hours to minutes all with the convenience of one site (truly “~~Travel Made Easy”).~~
~~Products and Services for Property Owners and Managers~~
~~Listings.~~ Property owners and managers are able to list a property, with no initial upfront fees, and provide those listings to us at a negotiated preferential rate for traveler bookings generated on our websites. Listings that are ‘real-time online bookable’ properties will be managed by the property owner or manager through an application program interface (API) which will provide real-time updates to each property and immediately notify the property owner or manager of all information regarding bookings, modifications to bookings and cancellations of bookings. Information such as content, descriptions and images are provided to us through that API.
Listings that are ‘request-accept’ properties will require communication and approval from the property owner or manager (hence ‘request-accept’) and will not be managed through an API (as discussed above). We will provide a set of tools for the property owner or manager which will enable them to manage an availability calendar, reservations, inquiries and the content of the listing. These tools will allow the property owner or manager to create the listing by uploading photographs, text descriptions or lists of amenities, a map showing the location of the property, and property availability, all of which can be updated throughout the term of the listing. Each listing will provide travelers the ability to use email or other methods to contact property owners and managers.
The listings will include tools and services to help property owners and managers run their vacation rental businesses more efficiently such as responding to and managing inquiries, preparing and sending rental quotes and payment invoices, allowing travelers to book online, including being able to enter into rental agreements with travelers online, and processing online payments. Property owners and managers that elect to process online payments will be subject to a transaction fee.
~~Redistribution of Listings.~~ ~~We will make selected, online bookable properties available to online travel agencies as well as channel partners (jointly referred to as “Distributors”). We will be compensated for these services by receiving a commission that is added to the negotiated net rate for each booking.~~
~~Products and Services for Travelers~~
~~Search Tools and Ability to Compare~~. Our online marketplace NextTrip.com provides travelers with tools to search for and filter several travel products including air, car, accommodations (including ALRs) and activities based on various criteria, such as destination, travel dates, type of property, number of bedrooms, amenities, price, or keywords. NextTripVacations.com provides travelers access to our entire listing of ALRs; only lodgings are presented on this website.
~~Traveler Login.~~ ~~Travelers are able to create accounts on the NextTrip.com website that enable them access to their booking activity through the website.~~~~Travel Blog.~~ ~~Travel guides, videos and pictures as well as travel articles can be accessed through the NextTrip Travel Blog and Travelmagazine.com.~~
~~Security.~~ We use a combination of technology and human review to evaluate the content of listings and to screen for inaccuracies or fraud with the goal of providing only accurate and trustworthy information to travelers.
~~Reviews and Ratings.~~ ~~Travelers will be able to submit online reviews of the ALRs they have rented through our websites. These reviews should convey the accuracy of the listing information found on our websites.~~
~~Communication.~~ Travelers who create an account on our website will receive regular communications, including notices about places of interest, special offers, new listings, and an email newsletter. The newsletter will be available to any traveler who agrees to receive it and offers introductions to new destinations and vacation rentals, as well as tips and useful information when staying in vacation rentals.
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~~Mobile Websites and Applications.~~ ~~We provide versions of our websites formatted for web browsers, smart-phones and tablets so that property owners, managers and travelers can access our websites and tools from mobile devices.~~
To date, we have focused on developing our booking engine and establishing relationships with suppliers to increase the size of our instantly bookable inventory. The booking engine has produced little revenue to date because, among other reasons, of the limited number of widely-used distribution partners with which we have been able to establish relationships. We have recently begun contracting with established, widely-used distribution partners to make our inventory available through their distribution channels. The success of the booking engine will depend on users of those distribution partners booking properties supplied by our booking engine, and on our ability to expand the number of such distribution partners that utilize our booking engine.
The Company has completed integrating several distributors for the booking of our ALR products and the Company continues to integrate suppliers of ALR products as we have surpassed 3.2 million properties in the booking engine.
~~The Company is a Nevada corporation headquartered in Weston, Florida.~~
~~Sufficiency of Cash Flows~~
In connection with our entry into the HotPlay Exchange Agreement (described below), we have been receiving advances from HotPlay, including advances of $300,000, $700,000 and $1,000,000, on September 1, 2020, September 18, 2020 and September 30, 2020, as discussed in greater detail below, pursuant to the terms of that agreement, which are required to continue on a monthly basis through the closing date of the Share Exchanges. We anticipate that these advances, assuming they continue as required pursuant to the terms of the HotPlay exchange agreement, will be sufficient to provide us working capital through the closing of the Share Exchanges. In the event the Share Exchanges do not close on a timely basis, HotPlay ceases making required advances, or the Share Exchanges are terminated, we anticipate requiring additional funding, because our projected cash generated from operations is not sufficient to meet our cash needs for working capital and capital expenditures, and if such additional funds are required, management intends to seek additional equity or obtain additional credit facilities or loans. However, we may be unable to raise additional capital upon terms acceptable to us. The sale of additional equity will result in additional dilution to our shareholders. A portion of our cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies.
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~~Recent Events~~
~~As disclosed in the~~ ~~Current Report on Form 8-K~~ ~~which we filed with the SEC on July 23, 2020, on July 23, 2020, we entered into (a) a Share Exchange Agreement with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay (the “HotPlay Stockholders” and the “HotPlay Share Exchange”); and (b) a Share Exchange Agreement with certain stockholders holding shares of Axion Ventures, Inc. (“Axion” and the “Axion Stockholders”) and certain debt holders holding debt of Axion (the “Axion Creditors” and the “Axion Share Exchange”, and collectively with the HotPlay Exchange Agreement, the “Exchange Agreements” and the transactions contemplated therein, the “Share Exchanges”).~~
Pursuant to the HotPlay Exchange Agreement, the HotPlay Stockholders agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) for 67.8% of the Company’s Post-Closing Capitalization (defined below)(the “~~HotPlay Percentage” and the “HotPlay Shares”). The Company’s “Post-Closing Capitalization~~” is equal to the total number of shares of Common Stock issued and outstanding following the completion of the Exchange Agreements, and calculated by dividing (A) the total number of shares of the Company’s Common Stock outstanding immediately prior to the closing of the Exchange Agreements (the “~~Closing”), by (B) 17.4%, and rounding such number up to the nearest whole share.~~
Pursuant to the Axion Exchange Agreement, (a) the Axion Stockholders agreed to exchange ordinary shares of Axion currently equal to 33.9% of the outstanding common shares of Axion; and (b) the Axion Creditors agreed to exchange $7,757,024 in promissory notes issued by, or other debt owed by, Axion to such Axion Creditors (the “~~Axion Debt”), with the Company, in consideration for an aggregate of 14.8% of the Company’s Post-Closing Capitalization (as defined above)(the “Axion Percentage” and the “Axion Shares”), and warrants. Specifically, (1) the Axion Creditors are to receive one share of Company Common Stock for each $2.00 of debt exchanged (the “Debt Shares~~”), currently anticipated to total an aggregate of 3,878,512 shares (based on $7,757,024 of debt to be exchanged), (2) one of the Axion Creditors is to receive a warrant to purchase that number of shares of Company Common Stock as equals the total of the debt exchanged, divided by $4.00, currently anticipated to total warrants to purchase 1,939,256 shares of Common Stock (the “~~Creditor Warrants~~”), and (3) the Axion Stockholders are to receive such number of shares of Common Stock as equals the Axion Percentage of the Post-Closing Capitalization, less the Debt Shares, such that the total number of shares issuable to the Axion Stockholders and Axion Creditors (without taking into account any shares issuable upon exercise of the Creditor Warrants), will total the Axion Percentage following the Closing.
The Creditor Warrants, issuable at the closing of the Axion Share Exchange, will have cashless exercise rights, will have a term of three years, and will vest on the earlier of (a) the date the Axion Debt is fully repaid by Axion or (ii) the date that we obtain 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur within twelve (12) months of the grant date, or the Axion Creditor Warrants will terminate. All of the Creditor Warrants will be granted to Cern One Limited.
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The Axion Exchange Agreement and HotPlay Exchange Agreement can be terminated by the parties thereto under various circumstances, including if the transactions contemplated thereby have not both been completed by October 30, 2020, and/or if HotPlay has not completed the HotPlay Acquisition within 30 days of the date of the parties’ entry into the HotPlay Exchange Agreement.
In total, the HotPlay Percentage and Axion Percentage (without taking into account any of the Axion Creditor Warrants issuable upon closing of the Axion Exchange Agreement, which are subject to vesting), will total 82.6% of the Company’s Post-Closing Capitalization, and the current stockholders of Monaker will hold 17.4% of the Company’s Post-Closing Capitalization, at the closing of the Share Exchanges.
We currently operate solely in the travel industry. Upon the completion of the HotPlay Exchange Agreement, the Company plans to transition its operations to those of both a travel company, and an in-game advertising company. During the period until the closing of the HotPlay Exchange Agreement, and in the event the HotPlay Exchange Agreement is not consummated, the Company intends to continue to actively operate solely in the travel industry.
~~On July 24, 2020, we entered into a Share Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser~~”) for the sale of 1,000,000 shares of the Company’s common stock in a registered direct offering. The shares of common stock were sold at $2.00 per share for aggregate gross proceeds of $2.0 million, before deducting the placement agent fees and related offering expenses. The closing of the sale of common stock occurred on July 27, 2020.
Under the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company’s common stock or common stock equivalents for a period of ninety days from the closing of the offering, other than certain exempt issuances including, but not limited to, securities issued pursuant to the Company’s equity compensation plans.
~~Kingswood Capital Markets, a division of Benchmark Investments, Inc., acted as the sole placement agent for the Company (the “Placement Agent”) on a “reasonable best efforts” basis, in connection with the Offering. The Company entered into a Placement Agency Agreement, dated as of July 24, 2020, by and between the Company and the Placement Agent (the “Placement Agency Agreement~~”). Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee of 7% of the gross proceeds paid to the Company for the securities and was reimbursed for certain out-of-pocket expenses.
The shares of common stock sold in the offering were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was filed with the SEC on April 17, 2018 and declared effective on July 2, 2018 (File No. 333-224309).
On September 1, 2020, September 18, 2020 and September 30, 2020, HotPlay advanced us $300,000, $700,000 and $1,000,000, respectively, which advances were evidenced by Convertible Promissory Notes which we issued to HotPlay (the “~~HotPlay Notes~~”). The advances were required conditions to the HotPlay Exchange Agreement, under which HotPlay is required to loan us $1,000,000 on or before August 31, 2020, which date was mutually agreed to be extended through September 18, 2020, which payment has been received, and is required to loan us an additional $1,000,000 (each a “~~Subsequent Loan”, and together with the initial loan, the “HotPlay Loans”), on September 30, 2020 (which payment was made as described above), and on the 15th day of each calendar month thereafter (each a “Required Lending Date”), through the date of closing of the HotPlay Exchange Agreement. The HotPlay Notes are described in greater detail above under “Note 10 – Subsequent Events”, to the unaudited financial statements included herein.~~
~~Novel Coronavirus (COVID-19)~~
~~In December 2019, a novel strain of coronavirus, which causes the infectious disease known as COVID-19, was reported in Wuhan, China. The World Health Organization declared COVID-19 a “Public Health Emergency of International Concern~~” on January 30, 2020 and a global pandemic on March 11, 2020. In March and April, many U.S. states and local jurisdictions began issuing ‘stay-at-home’ orders. For example, the state of Florida, where the Company’s principal business operations are, issued a ‘stay-at-home’ order effective on April 1, 2020, which remained in place, subject to certain exceptions, through June 2020, when the order was gradually lifted. Since that time the U.S., and Florida in particular, have seen rapid increases in the spread of COVID-19. It is currently unclear whether the state of Florida, or other states, countries or other jurisdictions in which we provide travel services, will issue new or expanded ‘stay-at-home’ orders, or how those orders, or others, may affect our operations and/or results of operations.
The COVID-19 pandemic, and governmental responses thereto, including travel restrictions, ‘stay-at-home’ orders and required social distancing orders, have severely restricted the level of economic activity around the world, and is having an unprecedented effect on the global travel industry. Additionally, the ability to travel has been curtailed through border closures, mandated travel restrictions and limited operations of hotels and airlines, and may be further limited through additional voluntary or mandated closures of travel-related businesses.
The measures implemented to contain the COVID-19 pandemic have had, and are expected to continue to have, a significant negative effect on our business, financial condition, results of operations, cash flows and liquidity position. In particular, such measures have led to unprecedented levels of cancellations and limited new travel bookings. Moreover, any additional measures or changes in laws or regulations, whether in the United States or other countries, that further impair the ability or desire of individuals to travel, including laws or regulations banning travel, requiring the closure of hotels or other travel-related businesses (such as restaurants) or otherwise restricting travel due to the risk of the spreading of COVID-19, may exacerbate the negative impact of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows and liquidity position.
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The duration and severity of the COVID-19 pandemic are uncertain and difficult to predict. The pandemic could continue to impede global economic activity for an extended period of time, even as restrictions are beginning to be lifted in many jurisdictions, leading to decreased per capita income and disposable income, increased and sustained unemployment or a decline in consumer confidence, all of which could significantly reduce discretionary spending by individuals and businesses on travel and may create a recession in the United States or globally. In turn, that could have a negative impact on demand for our services. We also cannot predict the long-term effects of the COVID-19 pandemic on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry. The aforementioned circumstances could result in a material adverse impact on our business, financial condition, results of operations and cash flows, potentially for a prolonged period.
The Company’s liquidity could also be adversely impacted by delays in payments of outstanding accounts receivable amounts beyond normal payment terms and insolvencies. All of that could be exacerbated by the Company’s financial position, and working capital deficit of $4,000,509 as of August 31, 2020.
It is difficult to estimate COVID-19’s impact on future revenues, results of operations, cash flows, liquidity or financial condition, but such impacts have been and will continue to be significant and could continue to have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity position for the foreseeable future. In the near term, we do expect that the COVID-19 pandemic will continue to negatively affect our operating results and year-over-year results.
Separately, our capital requirements may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations.
As a result of the above, in the event the Share Exchanges described above do not close timely, if at all, and/or if the Share Exchanges are terminated, or HotPlay ceases making advances to us as required under the terms of the Share Exchanges, we may be forced to scale back our operations, adjust our plan of operations, borrow or raise additional funding, which may not be available on favorable terms if at all. In the event we require, and are unable to raise additional funding in the future, we may be forced to seek bankruptcy protection.
~~RESULTS OF OPERATIONS~~
~~For the Three Months Ended August 31, 2020 Compared to the Three Months Ended August 31, 2019~~
~~Revenues~~
Our total revenues decreased 86% to $34,545 for the three months ended August 31, 2020, compared to $247,833 for the three months ended August 31, 2019, a decrease of $213,288 from the prior period. The decrease in sales is mainly due to the impact of the COVID-19 pandemic on the global travel industry. We received many cancellations during the quarter and thereafter as travelers were unwilling, or unable, due to COVID-19 and worldwide travel restrictions associated therewith, to undertake travel and tours. Our sales have decreased drastically as a result of the pandemic. Some travelling schedules have been postponed to later in the year, or the beginning of the next year; however, the ultimate effect, duration and effects of the COVID-19 pandemic are currently unknown at this time; provided that we expect such pandemic to continue to have a material adverse effect on our revenues for the remainder of the calendar year and continuing into 2021.
~~Cost of Revenues~~
Our total cost of revenues decreased 86% to $28,240 for the three months ended August 31, 2020, compared to $199,055 for the three months ended August 31, 2019, a decrease of $170,815. Our gross profit was $6,305 for the three months ended August 31, 2020, compared to $48,778 for the three months ended August 31, 2019. Cost of revenues and gross profit decreased as a result of the decrease in revenues discussed above.
~~Operating Expenses~~
Our operating expenses include general and administrative expenses, salaries and benefits, technology and development, stock-based compensation, selling and promotions expenses, and depreciation and amortization. Our operating expenses increased by $916,787 or 63% to $2,363,308 for the three months ended August 31, 2020, compared to $1,446,521 for the three months ended August 31, 2019. This increase was mainly attributable to an increase in general and administrative expenses of $1,094,703 for the three months ended August 31, 2020, which increased to $1,435,014 for the three months ended August 31, 2020, compared to $340,311 for the three months ended August 31, 2019, mainly as a result of (i) an increase in investor relations activities of $693,494 related to warrant valuation of $431,503 and consulting agreement costs of $270,908, and (ii) and a $232,415 increase in legal and professional fees These increases in general and administrative expenses were partially offset by a (ii) a decrease in stock-based compensation of $58,550, to $106,879 for the three months ended August 31, 2020, compared to $165,429 for the three months ended August 31, 2019 as a result of a fluctuation in share valuation as well as a $323,913 decrease in technology and development expenses, to $156,208 for the three months ended August 31, 2020, compared to $480,121 for the three months ended August 31, 2019 as a result of the capitalization of development costs.
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~~Other Expenses~~
~~Our other expenses include valuation gain or loss on investments, interest expense, and other income.~~
Our total other expenses decreased to $353,121 for the three months ended August 31, 2020, compared to $2,576,378 for the three months ended August 31, 2019, a change of $2,223,258 from the prior period. The reduction is mainly attributable to the valuation change relating to our holdings of Bettwork, Verus and Recruiter.com, as described in greater detail in “~~Note 3 – Investment in Equity Instruments~~”, which resulted in a loss of only $302,376 for the three months ended August 31, 2020, compared to a loss of $2,557,669 for the three months ended August 31, 2019, for an improvement of $2,255,293. This improvement was partially offset by an increase of $78,788 in interest expense to $106,889 for the three months ended August 31, 2020, compared to $28,101 for three months ended August 31, 2019. The increase in interest expense is due to our increased loan balances and related expenses, particularly the Revolving Monaco Trust Note and others in the current period, compared to the prior one.
~~Net Loss~~
We had a net loss of $2,710,124 for the three months ended August 31, 2020, compared to a net loss of $3,974,121 for the three months ended August 31, 2019, resulting in a decrease in net loss of $1,263,998 or 32% from the prior period. The decrease in net loss was primarily due to the $2,170,297 decrease in total other expenses related to valuation changes in our investment holdings, which was offset by a decrease in gross profit of $42,473 and an increase in total operating expenses of $916,787, each as described in greater detail above.
~~RESULTS OF OPERATIONS~~
~~For the Six Months Ended August 31, 2020 Compared to the Six Months Ended August 31, 2019~~
~~Revenues~~
Our total revenues decreased 85% to $42,419 for the six months ended August 31, 2020, compared to $269,650 for the six months ended August 31, 2019, a decrease of $227,231. The decrease in sales is mainly due to the impact of the COVID-19 pandemic on the global travel industry. We received numerous cancellations during the first six months of the fiscal year and thereafter as travelers were unwilling, or unable, due to COVID-19 and worldwide travel restrictions associated therewith. Our sales have decreased drastically as a result of the pandemic. Some travelling schedules have been postponed to later in the year, or the beginning of the next year; however, the ultimate effect, duration and effects of the COVID-19 pandemic are currently unknown at this time; provided that we expect such pandemic to continue to have a material adverse effect on our revenues for the remainder of the calendar year and continuing into calendar 2021.
~~Cost of Revenues~~
Our total cost of revenues decreased 84% to $33,767 for the six months ended August 31, 2020, compared to $211,437 for the six months ended August 31, 2019, a decrease of $177,670. Our gross profit was $8,652 for the six months ended August 31, 2020, compared to $58,213 for the six months ended August 31, 2019. Cost of revenues and gross profit decreased as a result of the decrease in revenues discussed above.
~~Operating Expenses~~
Our operating expenses include general and administrative expenses, salaries and benefits, technology and development, stock-based compensation, selling and promotions expenses, and depreciation and amortization. Our operating expenses increased by $567,224 or 19% to $3,568,419 for the six months ended August 31, 2020, compared to $3,001,195 for the six months ended August 31, 2019. This increase was mainly attributable to an increase in general and administrative expenses of $1,206,400 for the six months ended August 31, 2020 which increased to $1,747,131, for the six months ended August 1, 2020, compared to $540,731, for the six months ended August 31, 2019, which was mainly the result of (i) an increase in investor relations activities of $439,739, to $528,661 for the six months ended August 31, 2020, compared to $88,922, for the six months ended August 31, 2019, and (ii) a $442,805 increase in legal and professional fees related to the aforementioned legal proceedings, which increased to $592,712 for the six months ended August 31, 2020, from $149,907 for the six months ended August 31, 2019. These increases in general and administrative expenses were partially offset by a (ii) a decrease in stock-based compensation of $421,199, to $169,462 for the six months ended August 31, 2020, compared to $590,661 for the six months ended August 31, 2019 based on a fluctuation in share valuation as well as a $662,174 decrease in technology and development expenses, to $316,022 for the six months ended August 31, 2020, compared to $978,196 for the six months ended August 31, 2019 as a result of the capitalization of development costs.
~~Other Expenses~~
~~Our other expenses includes valuation gain or loss on investments, interest expense, and other income.~~
Our total other expenses decreased to $1,199,304 for the six months ended August 31, 2020, compared to $2,467,475 for the six months ended August 31, 2019, a change of $1,268,172 from the prior period. The reduction is mainly attributable to the valuation change of our holdings of Bettwork, Verus and Recruiter.com, as described in greater detail in “~~Note 3 – Investment in Equity Instruments~~”, which resulted in a loss of only $644,309 for the six months ended August 31, 2020, compared to a loss of $2,409,475 for the six months ended August 31, 2019, for an improvement of $1,765,325. This improvement was partially offset by an increase of $119,438 in interest expense to $185,952 for the six months ended August 31, 2020, compared to $66,514 for the six months ended August 31, 2019. The increase in interest expense is due to our increased loan balances and promissory notes in the current period, compared to the prior one.
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~~Net Loss~~
We had a net loss of $4,759,071 for the six months ended August 31, 2020, compared to a net loss of $5,410,457 for the six months ended August 31, 2019, resulting in a decrease in net loss of $651,387 or 12% from the prior period. The decrease in the net loss was primarily due to a decrease of $1,268,172 in total other expenses related to valuation changes in our investment holdings, which was offset by a decrease in gross profit of $49,561 and an increase in total operating expenses of $567,224 as described in greater detail above.
~~Liquidity and Capital Resources~~
At August 31, 2020, we had $424,914 of cash on-hand, an increase of $262,408 from the $162,506 of cash on hand we had at February 29, 2020. The increase in cash is due primarily to $2,000,000 raised through the sale of 1,000,000 in our public offering, less placement agent fees of $140,000, and expenses, which closed on July 27, 2020, as discussed in greater detail above under “~~Recent Events”, a net of $547,174 raised from the Iliad Note and $176,534 borrowed under the Paycheck Protection Program, each described in greater detail above under~~ ~~“Note 5 – Line of Credit and Notes Payable”, to the unaudited financial statements included herein.~~
We also had $164,662 of investment in unconsolidated affiliate-short-term as of August 31, 2020, which represented securities which we hold in Verus, Bettwork, and Recruiter.com, as described in greater detail in “~~Note 3 – Investment in Equity Instruments~~”, to the unaudited financial statements included herein. Moving forward we plan to liquidate such securities through market and/or private sales. Our largest asset as of August 31, 2020, was $7,051,023 of website development costs and intangible assets, net, mainly related to the IDS project.
As of August 31, 2020, the Company had total current liabilities of $4,854,144, consisting of other notes payable in the form of a Line of Credit facility of $1,200,000 from National Bank of Commerce of which $1,192,716 was drawn as of August 31, 2020 (the same amount as of February 29, 2020), and $547,174 owed pursuant to a secured promissory note with Iliad Research and Trading, L.P. (each of which are described in greater detail under “~~Note 5 – Line of Credit and Notes Payable~~”, to the unaudited financial statements included herein), accounts payable and accrued expenses of $819,005 (a decrease of $14,674 from $833,679 as of February 29, 2020), other current liabilities of $82,055 (a decrease of $318,637 from $400,692 as of February 29, 2020), a total of $2,175,000 owed under the Revolving Monaco Trust Note (described above under “~~Note 6 – Related Party Promissory Notes and Transactions~~”, to the unaudited consolidations financial statements included above), and $38,194 of operating lease liabilities. We had long-term liabilities consisting of $176,534 owed under the PPP Note (discussed in greater detail above under “~~Note 5 – Line of Credit and Notes Payable”, to the unaudited financial statements included herein).~~
~~On September 22, 2020, the Company made a payment of $200,000 under the Revolving Monaco Trust Note, including $142,408 of principal and $57,592 of interest owed thereunder (described above under “Note 6 – Related Party Promissory Notes and Transactions~~”, to the unaudited consolidations financial statements included above). As of the date of this report, the Revolving Monaco Trust Note has a balance of $2,032,592 and the amount remaining under the note of $667,408, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the Revolving Monaco Trust Note, with the approval of the Monaco Trust.
As of August 31, 2020, we had $9,142,960 in total assets, $5,030,678 in total liabilities ($4,854,144 of which were current liabilities), negative working capital of $4,000,509 and a total accumulated deficit of $120,611,968. The negative working capital of $4,000,509 as of August 31, 2020, represented an increase in working capital deficit of $1,489,894, compared to $2,510,615 of negative working capital which we had as of February 29, 2020, which increase was mainly due to the increase in current liabilities related to borrowings, offset by the increase in cash.
Net cash used in operating activities was $2,571,012 for the six months ended August 31, 2020, a decrease of $5,216,423 from the $2,645,411 of cash provided by operating activities during the six months ended August 31, 2019. The main items relating to such decrease were a net decrease of $1,811,400 in valuation related losses and a $4,920,000 decrease in gain on sale of assets, which totaled $0 for the six months ended August 31, 2020, compared to $4,920,000 for the six months ended August 31, 2019, in connection with the purchase of certain intellectual property assets from IDS as discussed in greater detail below, offset by an increase in stock-based compensation and investor related activities of $658,749 and a $651,387 decrease in net loss from operations.
Net cash used in investing activities decreased to $310,288 for the six months ended August 31, 2020, a decrease of $4,671,517 from the $4,981,805 of cash used in investing activities during the six months ended August 31, 2019. The decrease was due mainly to the payment of $4,570,895 relating to the purchase of intellectual property and intangible assets during the six months ended August 31, 2019, in connection with the August 2019 purchase of certain intellectual property assets from IDS, Inc. (“~~IDS”) for 1,968,000 shares of restricted common stock of the Company. As described above under “Note 8 – Commitments and Contingencies”, under the heading “Legal Matters~~”, in the unaudited financial statements included above, we are currently in litigation with IDS regarding the intellectual property purchase agreement and are seeking the return of the 1,968,000 shares issued in connection therewith.
Net cash provided by financing activities was $3,143,708 for the six months ended August 31, 2020, an increase of $732,691 from the $2,411,017 of cash provided by financing activities during the six months ended August 31, 2019. The main reason for the increase was an increase of $1,147,174 of net proceeds received from the promissory notes and loans, relating to amounts borrowed under the Revolving Monaco Trust Note (discussed in greater detail above under “~~Note 6 –Related Party Promissory Notes and Transactions”, to the unaudited financial statements included herein) and Iliad Note (discussed in greater detail above under “Note 5 – Line of Credit and Notes Payable~~”, to the unaudited financial statements included herein) during the six months ended August 31, 2020, compared to amounts borrowed under the Revolving Monaco Trust Note for the six months ended August 31, 2019, offset by an increase of $225,000 of payments made on promissory notes for the six months ended August 31, 2020, in connection with $347,826 repaid on the Iliad Note and $225,000 used to payoff the Director Notes compared to $350,000 for the six months ended August 1, 2019, in connection with amounts paid on the Revolving Monaco Trust Note, and a $275,087 decrease in stock and warrant related activities, to $0 for the current period, compared to $275,087 for the prior period.
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On September 1, 2020, September 18, 2020 and September 30, 2020, HotPlay advanced us $300,000, $700,000 and $1,000,000, respectively, which advances were evidenced by Convertible Promissory Notes which we issued to HotPlay (the “~~HotPlay Notes~~”). The advances were required conditions to the HotPlay Exchange Agreement, under which HotPlay is required to loan us $1,000,000 on or before August 31, 2020, which date was mutually agreed to be extended through September 18, 2020, which payment has been received, and is required to loan us an additional $1,000,000 (each a “~~Subsequent Loan”, and together with the initial loan, the “HotPlay Loans”), on September 30, 2020 (which payment was made as described above), and on the 15th day of each calendar month thereafter (each a “Required Lending Date”), through the date of closing of the HotPlay Exchange Agreement. The HotPlay Notes are described in greater detail above under “Note 10 – Subsequent Events”, to the unaudited financial statements included herein.~~
~~Additional information regarding our notes receivable, investments in equity instruments, acquisitions and dispositions, line of credit and notes payable can be found under “Note 2 – Notes Receivable”, “Note 3 – Investment in Equity Instruments”, “Note 4 – Acquisitions and Dispositions”, “Note 5 – Line of Credit and Notes Payable”, “Note 6 –Related Party Promissory Notes and Transactions”, and “Note 10 – Subsequent Events”, to the unaudited financial statements included herein.~~
We have very limited financial resources. We currently have a monthly cash requirement of approximately $460,000, exclusive of capital expenditures. In connection with our entry into the HotPlay Exchange Agreement (described below), we have been receiving advances from HotPlay, including advances of $300,000, $700,000 and $1,000,000, on September 1, 2020, September 18, 2020 and September 30, 2020, as discussed in greater detail below, pursuant to the terms of that agreement, which are required to continue on a monthly basis through the closing date of the Share Exchanges. We anticipate that these advances, assuming they continue as required pursuant to the terms of the HotPlay exchange agreement, will be sufficient to provide us working capital through the closing of the Share Exchanges. In the event the Share Exchanges do not close on a timely basis, HotPlay ceases making required advances, or the Share Exchanges are terminated, we anticipate requiring additional funding, because our projected cash generated from operations is not sufficient to meet our cash needs for working capital and capital expenditures, and if such additional funds are required, management intends to seek additional equity or obtain additional credit facilities or loans. However, we may be unable to raise additional capital upon terms acceptable to us. The sale of additional equity will result in additional dilution to our shareholders. A portion of our cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies.
We will need substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support ourselves. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. As of August 31, 2020, we had approximately $5 million of current liabilities. We currently do not have the resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern.
To date, we have funded our operations with the proceeds from equity and debt financings and we anticipate we will need to meet our funding requirements through the sale of equity or debt financing, which funds may not be available on favorable terms, if at all. We anticipate that we would need several millions of dollars to properly market our services and fund the operations for the next 12 months.
Although we currently cannot predict the full impact of the COVID-19 pandemic on our third fiscal 2021 financial results or for the year ended February 28, 2021, we currently anticipate a significant decrease in year-over-year revenue (similar to the decrease in quarter-over-quarter revenue we experienced during the quarter ended May 31, 2020 and quarter ended August 31, 2020), which decreases we currently expect to continue throughout the remainder of fiscal 2021 and possibly beyond. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is unknown and impossible to predict at this time.
Separately, our capital requirements may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
This represents the risk of loss that may result from the potential change in value of a financial instrument because of fluctuations in interest rates and market prices. We do not currently have any trading derivatives, nor do we expect to have any in the future. We have established policies and internal processes related to the management of market risks, which we use in the normal course of our business operations.
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Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the ~~Chief~~Principal Executive Officer (Mr. Kerby our Co-Chief Executive Officer) and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its ~~Chief~~Co-Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company’s ~~Chief~~Co-Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of August 31, ~~2020,~~2021, the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the ~~Chief~~Principal Executive Officer (Mr. Kerby our Co-Chief Executive Officer) and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
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Changes in Internal Control over Financial Reporting
As of August 31, ~~2020,~~2021, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions, and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters.
Such current litigation and prior settlements are described in, and incorporated by reference in, this “Item 1. Legal Proceedings” from, Part I, Item 1 of this Form 10-Q in the Notes to Consolidated Financial Statements in “Note 812 - Commitments and Contingencies”, under the heading “Legal Matters”. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
Item 1A. Risk Factors.
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended February ~~29, 2020,~~28, 2021, filed with the Commission on ~~May 29, 2020,~~June 8, 2021, under the heading “Risk Factors” and our Quarterly Report on Form 10-Q for the quarter ended May 31, 2021, as filed with the Commission on July 14, 2021, under the heading “Risk Factors”, which risk factors are incorporated by reference herein, except as discussed below, and investors should review the risks provided in the Form 10-K, Form 10-Q, and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Annual Report on Form 10-K for the year ended February ~~29, 2020,~~28, 2021, under the heading “Risk Factors” and our Quarterly Report on Form 10-Q for the quarter ended May 31, 2021, , under the heading “Risk Factors” or below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
Risks Relating to Our Business:
We need additional capital which may not be available on commercially acceptable terms, if at all, which raises questions about our ability to continue as a going concern.
As of August 31, ~~2020,~~2021, the Company had an accumulated deficit of ~~$120,611,968.~~$10,410,073. Net loss for the six months ended August 31, ~~2020,~~2021, amounted to ~~$4,759,071.~~$9,209,764. Our ~~travel~~Digital Media Division generated gross profits of $1,164,266, our FinTech Division generated gross profits of $206,018 and ~~commission~~our travel operations generated a gross ~~profit~~profits of ~~only $8,652~~$2,659 for the six months ended August 31, ~~2020~~2021, and as of August 31, ~~2020,~~2021, we had a working capital ~~deficit~~ of ~~$4,000,509.~~$6,514,366. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.
We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven. We may never ever achieve profitable operations or generate significant revenues. Our future operating results depend on many factors, including demand for our products, the level of competition, and the ability of our officers to manage our business and growth. As a result of the emerging nature of the market in which we compete, we may incur operating losses until such time as we can develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve, or sustain profitability, or continue as a going concern. Furthermore, due to our relatively small size and market footprint, we may be more susceptible to issues affecting the global travel, ~~industry~~cryptocurrency, gaming and banking industries in general, such as COVID-19, ~~and~~ contractions in the global travel industry, ~~associated therewith,~~cryptocurrency, gaming and banking regulatory changes, as compared to larger competitors.
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We currently have a monthly cash requirement of approximately ~~$460,000.~~$1,450,000. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our ~~travel~~ products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from ~~travel~~all products are ~~fully-~~fully implemented and begin to offset our operating costs. We require additional funding in the future and if we are unable to obtain additional funding on acceptable terms, or at all, it will negatively impact our business, financial condition, and liquidity. As of August 31, 2021 and February 28, 2021, we had $30,740,500 and $1,446,446, respectively, of current liabilities.
~~Since~~We have derived our ~~inception, we have funded our~~funding of operations with equity transactions and with the proceeds from ~~equity and~~ debt ~~financings.~~offerings. Currently, revenues provide less than ~~10%~~2% of our cash requirements. ~~Our remaining cash needs are derived from debt and equity raises.~~
We have experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the sale of common stock and the issuance of promissory notes ~~that are convertible into shares of our common stock~~ to fund our operations and have devoted significant efforts to reduce that exposure. We anticipate that we will need to issue equity to fund our operations and continue to repay our outstanding debt for the foreseeable future. If we are unable to achieve operational profitability or we are not successful in securing other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash.
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These conditions raise substantial doubt about our ability to continue as a going concern for the next twelve months. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The financial statements included herein also include a going concern footnote from our auditors.
In the event we are unable to raise adequate funding in the future for our operations and to pay our outstanding debt obligations, we may be forced to scale back our business plan and/or liquidate some or all of our assets or may be forced to seek bankruptcy protection, which could result in the value of our outstanding securities declining in value or becoming worthless.
~~The COVID-19 pandemic has had,~~HotPlay Thailand relies on relationships with developers to provide it with an extensive game portfolio and ~~is expected~~sufficient advertising spaces.
HotPlay Thailand’s ability to sell advertising depends on establishing developers’ interest in integrating their mobile games with its platform. To provide sufficient inventory of advertising space, HotPlay Thailand needs to maintain good relationships with developers and ensure its software does not impact any performance or weaken the security of the games that it integrates with. If HotPlay Thailand’s relationship with developers terminates for any reason, or if the commercial terms of its relationships are changed or do not continue to be renewed on favorable terms, HotPlay Thailand would need to qualify new developers which could adversely impact its revenue and its business. Furthermore, in the event that game engines or other software frameworks that are used commonly by developers offer built-in features for advertising and rewards similar to the way HotPlay Thailand does, this could result in more increased competition as developers may choose those options over HotPlay Thailand.
The planned transition to an operational expenditure (Opex) based model could fail to attract adoption among operators
With the integration of HotPlay and other NextPlay offerings in the future, Zappware is transitioning from a Capex based to Opex based fee model where it derives revenues from profit sharing instead of upfront payments. There is no guarantee that operators will adopt the enhanced product offering or new fee model. Failure to gain adoption might negatively impact the near time revenues and operating margins and future growth of Zappware, and will negatively affect HotPlay Thailand’s go to market strategy, resulting in slower adoption of HotPlay Thailand’s IGA platform.
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The transition to an Opex model will have near term pressure on revenues and net profit margins
The transition from a ~~material adverse~~Capex based model to an Opex based model will result in significantly lower or no upfront payments from operators when they adopt Zappware’s solutions. Furthermore, Zappware may need to invest significantly in initial upfront capital expenditures such as hardware technologies and software development in order to service the operators. Although management believes that an Opex based fee model would likely result in high revenues in the long term, there will be near term pressure on revenues and net profits as Zappware expects to receive less upfront payment and will have to cover the upfront costs required to service the operators.
Integration of HotPlay Thailand and Reinhart TV may not be successful.
The Zappware and HotPlay Thailand IGA platforms were developed independently prior to the incorporation of both entities under the Company. While management believes that the integration of both platforms will mutually benefit both parties and the Company’s overall business, there is no guarantee that the integration will be successful as they were developed on different technologies. This may result in the curtailing of the overall features that are offered or the inability to offer certain features on particular user platforms. The failure to successfully integrate all or some of the features may result in a lack of acceptance from operators and end users. This may negatively impact Zappware’s transition to a Opex model and HotPlay Thailand’s adoption rate resulting in loss of revenues to the Media Division and the Company.
The performance of the digital assets issued is dependent on the ~~travel industry~~issuer and ~~our business, operating results~~underlying assets.

The performance of the digital assets offered by Longroot Thailand is unpredictable and ~~liquidity.~~

The COVID-19 pandemic, and governmental responses thereto, including travel restrictions, ‘stay-at-home’ orders and required social distancing orders, have severely restricted the level of economic activity around the world, and is having an unprecedented effectdependent on the ~~global travel industry. Additionally,~~issuer and underlying assets. Mismanagement of the underlying assets or failure of the issuer to fulfil their commitments to investors may adversely affect the digital asset performance. Although Longroot Thailand will conduct extensive due diligence to verify the quality of the digital assets issued, the eventual performance of the issuer, underlying asset, and market acceptance of the digital asset is unpredictable. The underperformance of digital assets offered by Longroot Thailand may result in reputational damage and adversely affect the ability to ~~travel has been curtailed through border closures, mandated travel restrictions~~attract clients and ~~limited operations~~investors, resulting in a loss in revenues.

Acceptance and/or widespread use of ~~hotels and airlines, and may be further limited through additional voluntary or mandated closures~~digital assets is uncertain.

Currently, there is a relatively small use of ~~travel-related businesses.~~

The measures implemented to contain the COVID-19 pandemic have had, and are expected to continue to have, a significant negative effect on our business, financial condition, results of operations, cash flows and liquidity position. In particular, such measures have led to unprecedented levels of cancellations and limited new travel bookings. Moreover, any additional measures or changes in laws or regulations, whetherdigital assets in the ~~United States~~retail and commercial marketplace for goods or ~~other countries,~~services. In comparison, there is a relatively large use by speculators contributing to price volatility. Furthermore, although security tokens are increasingly being adopted by institutions, these are still at a nascent stage. There is no guarantee that ~~further impair the ability~~digital assets will gain widespread adoption and a lack of acceptance or desire of individuals to travel, including laws or regulations banning travel, requiring the closure of hotels or other travel-related businesses (such as restaurants) or otherwise restricting travel due to the risk of the spreading of COVID-19, may exacerbate the negative impact of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows and liquidity position.

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

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

It is difficult to estimate COVID-19’s impact on future revenues, results of operations, cash flows, liquidity or financial condition, but such impacts have been and will continue to be significant and could continue toacceptances would have a material adverse effect on ~~our~~the ability of Longroot Thailand to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, ~~financial condition,~~prospects or operations of Longroot Thailand and ultimately the Company.

Digital Asset exchanges and other trading venues are relatively new.

Digital asset market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, commodities or currencies. When digital asset exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in digital asset prices, impact the success of Longroot Thailand, and have a material adverse effect on the ability of Longroot Thailand to continue as a going concern, which correspondingly could harm the business, prospects and operations of the Company.

There are cyber security risks related to digital asset trading.

Trading platforms and third-party service providers may be vulnerable to hacking or other malicious activity. As with any computer code generally, flaws in digital asset codes may be exposed to such negative activities. Several errors and defects have been found previously, including those that disabled some functionality for users of digital asset trading platforms and exposed such users’ personal information. Flaws in and exploitations of the source code allowing malicious actors to take or create money have previously occurred. Any of the above events affecting Longroot Thailand may adversely affect its operations and results of operations ~~cash flows~~ and ~~liquidity position~~ultimately have a material adverse effect on the Company.

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Longroot Thailand depends on third party cryptographic and algorithmic protocols governing the issuance of and transactions in digital assets.

Digital assets issued by Longroot Thailand depend on the infrastructure of third party cryptographic and algorithmic protocols. The growth of this industry in general, and the use of digital assets in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur and is unpredictable. Furthermore, the occurrence of security or cryptography issues might adversely affect Longroot Thailand’s ability to operate and, Longroot Thailand would be reliant on the respective protocols to resolve the issues.

Longroot Thailand’s tokens might be used for illegal or improper purposes, which could expose Longroot Thailand to additional liability and harm its business.

Longroot Thailand’s tokens remain susceptible to potentially illegal or improper uses as criminals are using increasingly sophisticated methods to engage in illegal activities involving internet services, such as money laundering, terrorist financing, drug trafficking, human trafficking, illegal online gaming, romance and other online scams, prohibited sales of pharmaceuticals, fraudulent sale of goods or services, piracy of software, movies, music and other copyrighted or trademarked goods, unauthorized uses of credit and debit cards or bank accounts and similar misconduct. Tokenholders may also encourage, promote, facilitate or instruct others to engage in illegal activities. If the ~~foreseeable future. In~~measures Longroot Thailand has taken are too restrictive and inadvertently screen proper transactions, this could diminish customer experience which could harm its business.

Regulatory changes or actions may alter the ~~near term, we do expect~~nature of the Company’s ownership of Longroot Thailand or restrict the use of digital assets in a manner that adversely affects Longroot Thailand’s business, prospects or operations.

As digital assets have grown in both popularity and market size, governments around the ~~COVID-19 pandemic will continue~~world have reacted differently, with certain governments deeming them illegal while others have allowed their use and trade. Thailand, where Longroot Thailand is regulated, is the first country to ~~negatively affect our operating results~~approve a legal initial coin offering (“ICO”) portal for issuers. Under Thai Securities and ~~year-over-year results.~~

~~Separately, our capital requirements~~Exchange Commission (“Thai SEC”) regulation, all digital asset issuance in Thailand must be approved by the Thai SEC and carried out via an approved ICO Portal such as Longroot Thailand. Governments may ~~increase~~ in the ~~near term and long-term due~~future take regulatory actions that prohibit or severely restrict the right to ~~the impact of the COVID-19 pandemic, the resulting reduced demand~~acquire, own, hold, sell, use or trade digital assets or to exchange digital assets for ~~travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further~~fiat currency. Similar actions by governments or regulatory bodies could impact the ability of ~~our customers~~Longroot Thailand to ~~fulfill their payment obligations.~~

Ascontinue to operate and such actions could affect the ability of Longroot Thailand to continue as a ~~result of the above, in the event the Share Exchanges described above under “Management’s Discussion and Analysis of Financial Condition and Resultions of Operations—Recent Events~~”, do not close timely, if at all, we may be forced to scale back our operations, adjust our plan of operations, borrow or raise additional funding, which may not be available on favorable terms if at all. In the event we require, and are unable to raise additional funding in the future, we may be forced to seek bankruptcy protection.

A significant portion of our assets are subject to ongoing litigation, the result of which may cause a reduction in the value of such assets on our balance sheet and/or require such assets to be written off.

~~The Company is currently in ongoing litigation with IDS, Inc. (“IDS~~”) and certain other defendants affiliated with IDS. In August 2019, the Company acquired certain intellectual property from IDS pursuant to the terms of an Intellectual Property Purchase Agreement (the “~~IP Purchase Agreement”). The litigation seeks rescission of the IP Purchase Agreement and return of the 1,968,000 shares of restricted common stock of the Company (the “IDS Shares~~”) issued to IDS pursuant to the IP Purchase Agreement, among other things. In the event the IP Purchase Agreement is unwound, the value of our assets, or more specifically, the value of website development costs and intangible assets, net, on our balance sheet (currently $7,051,023), may be decreased by the value of such acquired assets ($4,570,895). Separately, depending on the outcome of the litigation, we may determine that a partial or full write-down of such intellectual property assets obtained from IDS is necessary or warranted. The outcome of the litigation with IDS and related parties may result in the value of our assets decreasing in value significantly,going concern, which could have a material adverse effect on ~~our financial statements, our ability~~the business, prospects or operations of the Company.

Furthermore, a large proportion of the digital assets Longroot Thailand plans to ~~raise funding,~~issue are likely to be classified as securities. This will subject Longroot Thailand’s activities to securities regulations in different jurisdictions, which could ~~trigger a default under our loan~~limit its business activities, such as restricting issuances to non-retail investors only. This may negatively impact Longroot Thailand’s profitability. Furthermore compliance with existing laws and ~~other agreements, and/or could result in us failing to meet the continued listing requirements~~regulations will involve significant amounts of ~~The NASDAQ Capital Market,~~time, including that of Longroot Thailand’s senior leaders and that of dedicated compliance personnel, all of which ~~could cause~~might negatively impact Longroot Thailand’s results of operations.

Next Bank International is subject to various regulatory capital requirements. Regulatory changes or actions may alter the ~~value our securities~~requirement of the capital.

Under capital adequacy guidelines, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to ~~decline in value.~~

~~Risks Relating~~qualitative components, risk weightings and other factors. Quantitative measures established by regulation to ~~The Share Exchanges:~~

~~The number of shares~~ensure capital adequacy require the Company to maintain minimum amounts and ratios of common ~~stock issuable pursuant~~equity; (i) Tier 1 capital to ~~the Share Exchanges will not be set until immediately prior~~risk-weighted assets, and (ii) Tier 1 capital to ~~closing the Share Exchanges and as such stockholders cannot be certain how many shares of common stock will be issued in the Share Exchanges.~~average assets.

Pursuant to the Share Exchanges, the Company has agreed to issue 67.8% of its Post-Closing Capitalization to the stockholders of HotPlay and 14.8% of its Post-Closing Capitalization to the stockholders holding shares of Axion, and certain creditors of Axion (each, without taking into account any shares of common stock issuable upon exercise of the Creditor Warrants), each as described in greater detail above under “~~Management’s Discussion and Analysis of Financial Condition and Resultions of Operations—Recent Events~~”. As a result, the total shares of common stock issuable upon closing of the Share Exchanges (which will total 82.6% of our Post-Closing Capitalization) cannot be determined at this time, since our total Post-Closing Capitalization cannot be determined at this time. However, the issuance of the shares of our common stock in connection with the Share Exchanges is anticipated to cause significant dilution to existing shareholders, and result in a change of control.

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~~Combining HotPlay and~~Cryptocurrency business is required to be approved by the ~~Company may be more difficult, costly or time-consuming than expected and the Company may fail to realize the anticipated benefits~~Office of the ~~Share Exchanges, including expected financial and operating performance~~Commissioner of ~~the combined company.~~Financial Institutions (“OCFI”)

~~The success of the Share Exchanges will depend, in part, on the combined company’s ability~~Next Bank International is required to ~~realize anticipated cost savings from combining the businesses of the Company and HotPlay. To realize the anticipated benefits and cost savings~~get an approval from the ~~Share Exchanges,~~OCFI for the ~~Company and HotPlay must successfully integrate and combine their businesses in~~cryptocurrency business. The application of getting an approval is a ~~manner that permits those cost savings~~long process. It is estimated to be ~~realized. If the Company and HotPlay are not able~~up to ~~successfully achieve these objectives, the anticipated benefits of the Share Exchanges~~a year. It may not be ~~realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the Share Exchanges could be less than anticipated.~~

The Company and HotPlay have operated and, until the completion of the Share Exchanges, must continue to operate independently. It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers, suppliers and employees or to achieve the anticipated benefits and cost savings of the Share Exchanges. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of the Company and HotPlay during this transition period and for an undetermined period after completion of the Share Exchanges on the combined company.

~~The combined company may be unable to retain Company and/or HotPlay personnel successfully after the Share Exchanges are completed.~~

The success of the Share Exchanges will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by the Company and HotPlay. It is possible that these employees may decide not to remain with the Company or HotPlay, as applicable, while the Share Exchanges are pending, or with the combined company after the Share Exchanges are consummated. If key employees terminate their employment, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating the Company and HotPlay to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, the Company and HotPlay may not be able to locate or retain suitable replacements for any key employees who leave either company.

Regulatory and other approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Share Exchanges.

Before the Share Exchanges may be completed, applicable approvals may need to be obtained under certain laws and regulations and from various third parties. In deciding whether to grant regulatory clearances and approvals, the relevant governmental entities may consider, among other things, the effect of the Share Exchanges on competition within their relevant jurisdiction. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business. We and HotPlay may need to provide significant additional consideration to third parties who hold contractual rights to approve and consent to the Share Exchanges. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the Share Exchanges or that obtaining the consent of such regulators or third parties will not result in additional material costs. In addition, any such conditions, terms, obligations or restrictionsapproved. This may result in delaying the ~~delay or abandonment~~growth of the ~~Share Exchanges.~~cryptocurrency business.

~~The consummation of the Share Exchanges will result in a change of control of the Company~~.

Due to the significant number of shares issuable at the closing of the Share Exchanges (i.e., 82.6% of our Post-Closing Capitalization), a change of control of the Company will be deemed to have occurred, and the owners of HotPlay prior to the Share Exchanges will obtain control of the Company (both as to the Board of Directors and voting control over the Company). Additionally, the HotPlay Exchange Agreement requires all but two of our current directors to resign and the appointment of five new directors, four of which are to be nominated by principals of HotPlay. Additionally, the new shareholders obtaining shares in the HotPlay Share Exchange will exercise control in determining the outcome of all corporate transactions or other matters, including the election and removal of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a further change in control. Any investors who purchase shares or hold shares prior to the Share Exchanges will be minority shareholders and as such will have little to no say in the direction of the Company and the election of directors. Additionally, it will be difficult if not impossible for investors to remove the directors appointed by the owners of the HotPlay Shares, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. An owner of the Company’s securities should keep in mind that your shares, and your voting of such shares, will likely have little effect on the outcome of corporate decisions.

~~Upon the closing of the Share Exchanges we plan to transition the majority of our business operations to those of HotPlay~~.

While we plan to continue to operate in the travel industry following the closing of the Share Exchanges, we anticipate that the more significant portion of our assets and operations will be related to in-game advertising. We have no experience operating as an in-game advertising company and our operations in such industry will be subject to all of the risks of any new business in a new industry. Our change in business structure may not be successful. Additionally, such new controlling stockholders, directors and officers may not be able to properly manage our new direction. If our new management fails to properly manage and direct our operations, we may be forced to scale back or abandon our operations, which may cause the value of our common stock to decline or become worthless.

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~~We will be subject to business uncertainties and contractual restrictions while the Share Exchanges are pending.~~

Uncertainty about the effect of the Share Exchanges on employees and partners may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel until the Share Exchanges are completed, and could cause partners and others that deal with us to seek to change existing business relationships, cease doing business with us or cause potential new partners to delay doing business with us until the Share Exchanges have been successfully completed. Retention of certain employees may be challenging during the pendency of the Share Exchanges, as certain employees may experience uncertainty about their future roles or compensation structure. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, our business following the Share Exchanges could be negatively impacted. In addition, the Exchange Agreements restrict us from making certain acquisitions and taking other specified actions until the Share Exchanges are completed without certain consents and approvals. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Share Exchanges.

~~The Exchange Agreements limit our ability to pursue alternatives to the Share Exchanges.~~

The Exchange Agreements contain provisions that could adversely impact competing proposals to acquire us. These provisions include the prohibition on us generally from soliciting any acquisition proposal or offer for a competing transaction. These provisions might discourage a third party that might have an interest in acquiring all or a significant part of our company from considering or proposing an acquisition, even if that party were prepared to pay consideration with a higher value than the current proposed consideration payable pursuant to the Share Exchanges.

~~Litigation could prevent or delay the closing of the Share Exchanges or otherwise negatively impact the business and operations of the Company.~~

The Company may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the Share Exchanges. Such litigation could have an adverse effect on the financial condition and results of operations of the Company and could prevent or delay the consummation of the Share Exchanges. Additionally, the Company recently became aware of a recent injunction affecting the principal stockholder of HotPlay in the Central Intellectual Property and International Trade Court of Thailand, which prohibits such stockholder from transferring its ownership in HotPlay. Although we have been advised by such stockholder that the injunction should be temporary and should not be an impediment to closing the HotPlay Share Exchange, such injunction or related litigation, or separate litigation, affecting HotPlay and/or Axion stockholders, or Axion creditors, could delay or prevent the closing of the Share Exchanges.

~~In the event the Share Exchanges close, it will cause immediate and substantial dilution to existing stockholders and a change of control of the Company.~~

Upon the terms and subject to the conditions set forth in the Exchange Agreements, at the effective time of the Share Exchanges, the Company will issue 67.8% of its Post-Closing Capitalization to the stockholders of HotPlay and 14.8% of its Post-Closing Capitalization to the stockholders holding shares of Axion, and certain creditors of Axion, as described in greater detail above under “~~Management’s Discussion and Analysis of Financial Condition and Resultions of Operations—Recent Events~~”. As a result, current stockholders of the Company will be left with only 17.4% of the Company’s pre-closing capitalization. As such, in the event the contemplated Share Exchanges close, the issuance of the common stock consideration as part of the Share Exchanges will result in immediate and substantial dilution to the interests of the Company’s then stockholders and result in a change of control of the Company.

~~The Exchange Agreements may be terminated in accordance with their terms and the Share Exchanges may not be completed.~~

The Exchange Agreements are subject to a number of conditions which must be fulfilled in order to complete the Share Exchanges. These conditions to the closing of the Share Exchanges may not be fulfilled and, accordingly, the Share Exchanges may not be completed. In addition, the parties to the Exchange Agreements can generally terminate such agreements if the transactions contemplated thereby do not close by October 30, 2020, under certain other conditions if the terms of the Share Exchanges are breached, and the parties can mutually decide to terminate the Exchange Agreements at any time. In addition, the Company and the counterparties to the Exchange Agreements may elect to terminate the Exchange Agreements in certain other circumstances.

Certain of the Company’s warrant holders will need to approve the Share Exchanges or agree to modify such warrants, or such warrant holders will have the right to require the Company to repurchase such warrants upon the closing of the Share Exchanges.

Certain of the Company’s outstanding warrants agreements include provisions which allow such holders the right, following a fundamental transaction, such as the Share Exchanges, to require the Company to repurchase such securities at their Black Scholes values, which repurchase amounts may be significant and may be several times more than the exercise prices of such warrants, even if they are significantly out-of-the-money. As a result, in the event such warrant holders do not consent to the Share Exchanges, exercise their warrants prior to the date of closing of the Share Exchanges, or otherwise agree to modify such warrants, the Company may be forced to expend significant resources repurchasing such warrants and the funding for such repurchases may not be available on favorable terms, if at all, and/or such conditions and requirements may ultimately prevent the Share Exchanges from closing.

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~~Termination of the Exchange Agreements could negatively impact the Company.~~

In the event the Exchange Agreements are terminated, our business may have been adversely impacted by our failure to pursue other beneficial opportunities due to the focus of management on the Share Exchanges, and the market price of our common stock might decline to the extent that the current market price reflects a market assumption that the Share Exchanges will be completed. If the Exchange Agreements are terminated and our board of directors seeks another acquisition or business combination, our stockholders cannot be certain that we will be able to find a party willing to offer equivalent or more attractive consideration than the consideration provided for by the Share Exchanges.

~~The combined company will likely be required to re-meet the initial listing standards of The NASDAQ Capital Market in order to close the Share Exchanges.~~

The closing of the Share Exchanges requires that the Company requalify for initial listing on The NASDAQ Capital Market, pursuant to the applicable guidance and requirements of NASDAQ as of the date of the closing of the Share Exchanges, if required, and we currently anticipate being required to re-meet such initial listing standards upon closing. The NASDAQ Capital Market initial listing standards include more stringent requirements than The NASDAQ Capital Market continued listing standards.

The NASDAQ Capital Market initial listing standards require that issuers meeting one of the following tests: (1) $750,000 of pre-tax income (in either the last fiscal year or two of the three most recent years), $5 million of public float, $4 million of stockholders’ equity and a minimum closing price of $3 per share; (2) $15 million of public float, $5 million of stockholders’ equity, a $3 per share price and 2 years of operating history; or (3) a $50 million market cap; $15 million of public float, $4 million of stockholders’ equity, and a $2 per share price, plus in each case 300 round lot stockholders and 1,000,000 shares of total public float, with at least half of such required number of round lot stockholders holding unregistered securities with a minimum value of $2,500.

We may not be able to re-meet the initial listing standards described above upon closing of the Share Exchanges, which is a required condition to closing the Exchange Agreements, if required by The NASDAQ Capital Market.

~~The Exchange Agreements contain provisions that may discourage other companies from trying to combine with us on more favorable terms while the Share Exchanges are pending.~~

The Exchange Agreements contain provisions that may discourage a third party from submitting a business combination proposal to us that might result in greater value to our stockholders than the Share Exchanges. These provisions include a general prohibition on us from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions.

~~Failure to complete the Share Exchanges could negatively impact our stock price and future business and financial results.~~

~~If the Share Exchanges are not completed, our ongoing business may be adversely affected and we would be subject to a number of risks, including the following:~~

● we will not realize the benefits expected from the Share Exchanges, including a potentially enhanced competitive and financial position, expansion of assets and therefore opportunities, and will instead be subject to all the risks we currently face as an independent company;

~~● we may experience negative reactions from the financial markets and our partners and employees;~~

● the Exchange Agreements place certain restrictions on the conduct of our business prior to the completion of the Share Exchanges or the termination of the Exchange Agreements. Such restrictions, the waiver of which is subject to the consent of the counterparties to such agreements, may prevent us from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Share Exchanges; and

● matters relating to the Share Exchanges (including integration planning) may require substantial commitments of time and resources by our management, which would otherwise have been devoted to other opportunities that may have been beneficial to us as an independent company.

Significant costs are expected to be incurred in connection with the consummation of the Share Exchanges and integration of the Company and HotPlay into a single business, including legal, accounting, financial advisory and other costs.

~~If the Share Exchanges are consummated, the Company and HotPlay expect to incur significant costs in connection with integrating their operations and personnel. These costs may include costs for:~~

~~● employee redeployment, relocation or severance;~~

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~~● integration of information systems; and~~

~~● reorganization or closures of facilities.~~

In addition, the Company and HotPlay expect to incur a number of non-recurring costs associated with combining the operations of the two companies, which cannot be estimated accurately at this time. The Company and HotPlay will also incur transaction fees and other costs related to the Share Exchanges. Additional unanticipated costs may be incurred in the integration of the businesses of the Company and HotPlay. Although the Company and HotPlay expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term, or at all. There can be no assurance that the Company and HotPlay will be successful in these integration efforts.

~~The conversion of the HotPlay Notes (and future HotPlay convertible notes) into common stock pursuant to their terms, will cause immediate and substantial dilution.~~

~~As described in greater detail above under “Note 10 – Subsequent Events~~”, to the unaudited financial statements included herein, in certain situations the HotPlay Notes (and future convertible notes issued to HotPlay) automatically convert into common stock of the Company at a conversion price of $2.00 per share. If converted in full as of the date of this report, without taking into account accrued interest, which also converts into common stock at a conversion price of $2.00 per share, HotPlay would be issued an aggregate of 1,000,000 shares of common stock. Such issuance would result in immediate and substantial dilution to the interests of other stockholders.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Securities

There have been no sales of unregistered securities during the three months ended August 31, ~~2020~~2021, and from the period from ~~June~~September 1, ~~2020~~2021, to the filing date of this report, which have not previously been disclosed in ~~the Company’s May 31, 2020,~~our Quarterly Report on Form 10-Q for the quarter ended August 31, 2021, or in a Current Report on Form ~~8-K, except as disclosed below:~~8-K.

▪

~~On June 22, 2020, the Company issued 50,000 shares of restricted common stock a consultant, valued at $92,500, for public and investor relations services rendered.~~

▪

~~On August 10, 2020, the Company issued 22,000 shares of restricted common stock to a consultant, valued at $49,062, for public relations services rendered.~~

▪

~~On August 10, 2020, the Company issued 36,000 shares of restricted common stock to a consultant, valued at $80,283, for investor communication services rendered.~~

▪

~~On August 10, 2020, the Company issued 22,000 shares of restricted common stock to a consultant, valued at $49,062, for investor relations services rendered.~~

▪

On September 1, 2020, the Company entered into a consulting agreement with Beachfront Travel Consulting LLC for their services and expertise in Call Center and Sales Operations. The consultant will assist the Company in the development and design of a Call Center Operation to support the brand. The Company agreed to pay the consultant compensation of 1,500 restricted shares of common stock per month, with a price equal to the closing price on the last day of the month and the consultant agreed to advise the Company on policies and procedures, performance metrics and reporting, operational standards and training of call center staff. The agreement continues on a month-to-month basis until terminated by the Company upon 30 days’ prior notice.

We claim an exemption from registration for the issuances described above pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients were (a) “~~accredited investors~~”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption there-from. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On July 27, 2020, the Company entered into a confidential settlement agreement with certain of the defendants in the IDS matter, Navarro Hernandez, P.L., Aaron M. McKown, and Jeffery S. Bailey. The settlement provided for mutual releases of the parties and amounts payable from such parties to the Company in four tranches, in consideration for such settlement, of which such payments (three received thus far) have been timely paid pursuant to the terms of the settlement.None.

~~Item 6. Exhibits.~~

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

38 55

Table of Contents

~~SIGNATURES~~Item 6. Exhibits.

			Incorporated By Reference
Exhibit No.	Description	Furnished or Filed Herewith		Form	Exhibit	Filing Date	File No.
2.1+	Securities Purchase Agreement dated June 30, 2021, by and between NextPlay Technologies, Inc Group, Inc. and David Ng			8-K	2.1	7/7/2021	001-38402
3.1	Articles of Exchange as filed with the Secretary of State of Nevada on July 2, 2021 (relating to the HotPlay Share Exchange Agreement)			8-K	3.1	7/7/2021	001-38402
3.2	Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on July 2, 2021 and effective on July 9, 2021 (changing name to NextPlay Technologies, Inc.)			8-K	3.1	7/8/2021	001-38402
3.3	Certificate of Correction to July 2021 Certificate of Amendment filed with the Secretary of State of Nevada on July 6, 2021			8-K	3.2	7/8/2021	001-38402
3.4	Certificate of Designation of NextPlay Technologies, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series D Convertible Preferred Stock as filed with the Secretary of State of Nevada on July 21, 2021			8-K	3.1	7/27/2021	001-38402
10.1	Master Development and Licensing Agreement by and between NextPlay Technologies, Inc Group, Inc. and HotPlay Enterprise Limited, dated March 17, 2021			8-K	10.1	6/11/2021	001-38402
10.2	Amendment to Development Agreement by and between NextPlay Technologies, Inc Group, Inc. and HotPlay Enterprise Limited, dated May 20, 2021			8-K	10.2	6/11/2021	001-38402

Table of Contents

10.3	Master Development and Licensing Agreement by and between NextPlay Technologies, Inc Group, Inc. and HotPlay Enterprise Limited, dated May 20, 2021	8-K	10.3	6/11/2021	001-38402
10.4	Exchange Agreement between Streeterville Capital, LLC and NextPlay Technologies, Inc Group, Inc. dated June 22, 2021	8-K	10.1	6/25/2021	001-38402
10.5	Lock-Up Agreement dated June 30, 2021, by and between NextPlay Technologies, Inc Group, Inc. and David Ng	8-K	10.1	7/7/2021	001-38402
10.6	Exchange Agreement between Streeterville Capital, LLC and NextPlay Technologies, Inc. dated July 15, 2021, and effective July 21, 2021	8-K	10.1	7/27/2021	001-38402
10.7+	Share Exchange Agreement effective July 21, 2021, by and between NextPlay Technologies, Inc., formerly Monaker Group, Inc., and each of the sellers party thereto	8-K	10.2	7/27/2021	001-38402
10.8+	Intellectual Property Purchase Agreement dated August 19, 2021, by and between NextPlay Technologies, Inc. and Fighter Base Publishing Inc.	8-K	10.1	8/23/2021	001-38402
10.9+	Intellectual Property Purchase Agreement dated August 19, 2021, by and between NextPlay Technologies, Inc. and Token IQ Inc.	8-K	10.2	8/25/2021	001-38402
10.10***	Consulting Agreement dated June 9, 2021, by and between GLM Consulting, Ltd., and NextPlay Technologies, Inc.	8-K	10.1	8/25/2021	001-38402

Table of Contents

10.11

Exchange Agreement between Streeterville Capital, LLC and NextPlay Technologies, Inc. dated August 16, 2021

8-K

10.1

9/3/2021

001-38402

10.12***

Employment Agreement dated September 16, 2021, by and between Nithinan Boonyawattanapisut and NextPlay Technologies, Inc.

8-K

10.1

9/22/2021

001-38402

10.13

Form of Exchange Agreement dated September 22, 2021, between NextPlay Technologies, Inc. and Hudson Bay Master Fund Ltd.

8-K

10.1

9/24/2021

001-38402

10.14

$900,000 Promissory Note dated September 22, 2021, by NextPlay Technologies, Inc. in favor of Hudson Bay Master Fund Ltd.

8-K

10.2

9/24/2021

001-38402

10.15

Preferred Stock Exchange Agreement dated and effective September 28, 2021, by and between, NextPlay Technologies, Inc. and NextBank International, Inc.

8-K

10.1

10/4/2021

001-38402

31.1*

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

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

32.2**

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

Table of Contents

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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104

Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

*	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(a)(5) and/or 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 NextPlay Technologies, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~MONAKER GROUP,~~NEXTPLAY TECHNOLOGIES, INC.

Date: October ~~15, 2020~~ 20, 2021	/s/ William Kerby
	William Kerby
	~~Chief~~Co-Chief Executive Officer
	(Principal Executive Officer)

Date: October ~~15, 2020~~ 20, 2021	/s/ Sirapop ‘Kent’ Taepakdee
	Sirapop ‘Kent’ Taepakdee
	~~Acting~~ Chief Financial Officer
	(Principal Accounting/Financial Officer)

~~Table of Contents~~

~~EXHIBIT INDEX~~

Incorporated By Reference
Exhibit
No.

Description

Filed or Furnished Herewith

Form

Exhibit

Filing Date

File No.

1.1

Placement Agency Agreement, dated July 24, 2020 between the Company and Kingswood Capital Markets, a division of Benchmark Investments, Inc.

8-K

1.1

07/27/2020

001-38402

2.1#

Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated as of July 21, 2020

8-K

2.1

07/23/2020

001-38402

2.2#

Share Exchange Agreement by and among Monaker Group, Inc. and the Stockholders Holding Shares or Debt of Axion Ventures, Inc., dated as of July 21, 2020

8-K

2.2

07/23/2020

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

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

~~Table of Contents~~

10.1 Second Amendment to Amended and Restated Promissory Note dated March 27, 2020, by and between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust 8-K 10.1 03/30/2020 001-38402

10.2 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

10.3 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

10.4 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

10.5 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

10.6% 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

10.7 $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

10.8 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

10.9 $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

10.10 $176,534 U.S. Small Business Administration Paycheck Protection Plan Note dated May 8, 2020 8-K 10.2 05/13/2020 001-38402

10.11 First Amendment to Promissory Note dated April 16, 2020 and effective April 14, 2020, between Monaker Group, Inc. and Crystal Falls Investments LLC 10-Q 10.11 07/13/2020 001-38402

10.12 Form of Share Purchase Agreement, dated July 24, 2020, by and between the Company and the Purchaser thereunder 8-K 10.1 07/17/2020 001-38402

10.13 $300,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, dated as of September 1, 2020 8-K 10.1 09/08/2020 001-38402

10.14 $700,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, effective as of September 18, 2020 8-K 10.1 09/18/2020 001-38402

10.15 $1,000,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, effective as of September 30, 2020 8-K 10.1 10/01/2020 001-38402

10.16 Second Amendment to Promissory Note dated September 15, 2020 and effective August 14, 2020, between Monaker Group, Inc. and Crystal Falls Investments LLC X

16.1 Letter dated October 5, 2020 from Thayer O’Neal Company, LLC to the Securities and Exchange Commission 8-K 16.1 10/05/2020 001-38402

31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act X

31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act X

32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X

~~Table of Contents~~

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~~

~~101.INS~~

~~XBRL Instance Document~~

~~101.SCH~~

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~~101.CAL~~

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~~101.DEF~~

~~XBRL Definition Linkbase Document~~

~~101.LAB~~

~~XBRL Label Linkbase Document~~

~~101.PRE~~

~~XBRL Presentation Linkbase Document~~

*	~~Filed herewith.~~

*	~~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(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 schedules and exhibits 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.

	August 31,			February 28,
	2021 (Unaudited)			2021 (Audited)
Assets
Current Assets
Cash	$	8,944,775		$	444,920
Prepaid expenses and other current assets		2,598,781			235,746
Accounts Receivable		1,551,256			0
Unbilled receivable		4,760,457			0
Other Receivable, related parties		192,510			—
Advance for investment		2,227,117			—
Investment in unconsolidated affiliate: Short-term		13,844			—
Convertible notes receivable, related party		7,657,024			3,000,000
Loans receivable		9,309,102			0
Total current assets	$	37,254,866		$	3,680,666

Non- Current Assets
Investment in unconsolidated affiliates: Long-term		884,902			—
Intangible assets, net		20,315,624			7,759,603
Goodwill		42,990,276			0
Computers, furniture and equipment, net		629,005			25,793
Operating lease right-of-use asset		1,232,520			—
Security Deposits		459,470			—
Total non-current assets	$	66,511,797		$	7,785,396

Total assets	$	103,766,663		$	11,466,062

Liabilities and Stockholders’ Equity
Current Liabilities
Line of credit & notes payable, net	$	11,484,788		$	—
Accounts payable and accrued expenses		6,190,967			343,941
Other current liabilities		127,227			11,163
Deferred revenue		898,088			0
Other current liabilities-customer deposits		11,269,465			0
Other liabilities affiliate		—			38,260
Notes payable - related party		769,965			1,053,082
Total current liabilities		30,740,500		$	1,446,446

Non-Current Liabilities
Note payable long term, related parties		1,350,994			0
Operating lease liability		1,232,520			—
Total non-current liabilities	$	2,583,514		$	—

Total liabilities	$	33,324,014		$	1,446,446

Commitments and contingencies

Stockholders’ equity
Series A Preferred stock, $.01 par value; 3,000,000 authorized; 0 and 0 shares issued and outstanding at August 31, 2021 and February 28, 2021, respectively		—			—
Series B Preferred stock, $.00001 par value; 10,000,000 authorized; 0 and 10,000,000 shares issued and outstanding at August 31, 2021 and February 28, 2021, respectively		—			—
Series C Preferred stock, $.00001 par value; 3,828,500 authorized; 0 and 3,828,500 shares issued and outstanding at August 31, 2021 and February 28, 2021, respectively		—			—
Common stock, $0.00001 par value; 500,000,000 shares authorized; 89,693,984 and 62,400,000 shares outstanding at August 31, 2021 and February 28, 2021, respectively		895			624
Treasury stock		(771,456	)		—
Additional paid-in-capital		77,518,323			11,599,357
Accumulated other comprehensive income		(130,275	)		10,221
Accumulated deficit		(10,410,073	)		(1,200,309	)
Stockholders’ equity attributable to NextPlay Technologies, Inc.	$	66,207,414		$	10,409,893
Non-controlling interest in consolidated affiliates		4,235,235			(390,277	)

Total stockholders’ equity		70,442,649			10,019,616
Total liabilities and stockholders’ equity	$	103,766,663		$	11,466,062

	August 31,			February 29,
	2020			2020
	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	424,914		$	162,506
Prepaid expenses and other current assets		132,023			334,995
Investment in unconsolidated affiliate - Short-term		164,662			979,954
Notes receivable, net		37,500			37,500
Security deposits		94,536			53,279
Total current assets		853,635			1,568,234

Investment in unconsolidated affiliate		1,177,849			1,849,077
Website Development costs and intangible assets, net		7,051,023			6,712,547
Fixed Assets, net		24,268			19,664
Operating lease right-of-use asset		36,185			76,762
Total assets	$	9,142,960		$	10,226,284

Liabilities and Stockholders’ Deficit
Current Liabilities
Line of Credit & Notes Payable	$	1,739,890		$	1,192,716
Accounts payable and accrued expenses		819,005			833,679
Other current liabilities		82,055			400,692
Operating lease liability		38,194			76,762
Revolving promissory notes - related party		2,175,000			1,575,000
Total current liabilities		4,854,144			4,078,849

Paycheck Protection Program loan – long term		176,534			—
Total liabilities	$	5,030,678		$	4,078,849

Commitments and contingencies

Stockholders’ equity
Common stock, $.00001 par value; 500,000,000 shares authorized; 14,461,839 and 13,069,339 shares issued and outstanding at August 31, 2020 and February 29, 2020, respectively		144			131
Additional paid-in-capital		124,724,106			122,000,201
Accumulated deficit		(120,611,968	)		(115,852,897	)
Total stockholders’ equity		4,112,282			6,147,435
Total liabilities and stockholders’ equity	$	9,142,960		$	10,226,284


	For the six months ended						For the three months ended
	August 31,			August 31,			August 31,			August 31,
	2021			2020			2021			2020

Revenues
Travel services	$	36,890		$	—		$	36,890		$	—
Interest and bank services		293,357			—			293,357			—
Media subscription and services		2,317,036			—			2,317,036			—

Total revenues		2,647,283			—			2,647,283			—

Cost of Revenues
Travel services		34,231			—			34,231			—
Interest and bank services		87,339			—			87,339			—
Media subscription and services		1,152,770			—			1,152,770			—
Total Cost of Revenue		1,274,340			—			1,274,340			—

Gross Profit		1,372,943			—			1,372,943			—

Operating Expenses
General and administrative		2,245,896			222,993			2,057,079			211,234
Salaries and benefits		2,128,542			111,677			1,948,700			76,532
Technology and development		251,253			221			251,253			221
Stock-based compensation		215,233			—			215,233			—
Selling and promotions expense		361,629			—			334,350			—
Depreciation and Amortization		1,526,740			194,114			1,391,947			130,782

Total operating expenses		6,729,293			529,005			6,198,562			418,769

Operating Loss		(5,356,350	)		(529,005	)		(4,825,619	)		(418,769	)

Other Income/ (Expense)
Valuation gain/ (loss), net		(1,496,393	)					(1,496,393	)
Impairment loss		(3,126,543	)					(3,126,543	)
Interest income (expense)		1,207			(24,828	)		42,291			(16,927	)
Realized gain/(loss) on sale of marketable securities		(59,586	)		—			(59,586	)		—
Other income/ (expense)		2,139			281			3,435			554
Total other income/ (expense)		(4,679,176	)		(24,547	)		(4,636,796	)		(16,373	)

Net (Loss) before tax	$	(10,035,526	)	$	(553,552	)	$	(9,462,415	)	$	(435,142	)
Estimated Corporate Taxes		49,373			—			49,373			—
Net Loss		(9,986,153	)		(553,552	)		(9,413,042	)		(435,142	)

Share of non-controlling interest	$	(776,389	)	$	(354,932	)	$	(599,041	)	$	(236,522	)
Net (loss) attributable to parent		(9,209,764	)		(198,620	)		(8,814,001	)		(198,620	)

Other Comprehensive (loss) income:
Foreign currency translation gain (loss)		(140,496	)		21,086			(117,829	)		21,487
Total other comprehensive loss		(10,126,649	)		(532,466	)		(9,530,871	)		(413,655	)

Comprehensive loss		(10,126,649	)		(532,466	)		(9,530,871	)		(413,655	)

Weighted average number of common shares outstanding
Basic		87,837,223			104,563			88,607,026			93,333
Diluted		87,837,223			104,563			88,607,026			93,333
Basic net loss per share	$	(0.10	)	$	(1.90	)	$	(0.10	)	$	(2.13	)
Diluted net loss per share	$	(0.10	)	$	(1.90	)	$	(0.10	)	$	(2.13	)

	Preferred Stock A				Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances, February 29, 2020		—	$	—		13,069,339	$	131	$	122,000,201	$	(115,852,897	)	$	6,147,435

Common stock issued for cash		—		—		1,000,000		10		1,819,990		—			1,820,000
Shares issued for stock compensation		—		—		102,500		1		126,561		—			126,562
Shares issued for Investor Relations		—		—		255,000		2		733,654		—			733,656
Shares issued for marketing services		—		—		35,000		—		43,700		—			43,700
Net (loss)		—		—		—		—		—		(4,759,071	)		(4,759,071	)
Balances, August 31, 2020		—	$	—		14,461,839	$	144	$	124,724,106	$	(120,611,968	)	$	4,112,282


	Preferred B Shares			Preferred B Amount			Preferred C Shares			Preferred C Amount			Common Stock Shares			Common Stock $ Value			Treasury Stock			Subscription receivable		Additional Paid In Capital			Accumulated deficit			Accumulated other comprehensive income			Total shareholders’ equity			Minority interest			Total shareholders’ equity
Balance at February 28, 2021		—			—			—			—			62,400,000		$	624			—		$	—	$	11,599,357		$	(1,200,309	)	$	10,221		$	10,409,893		$	(390,277	)	$	10,019,616
Reduction of share capital														(10,400,000	)		(104	)		—			—		(2,999,896	)		—			—			(3,000,000	)					(3,000,000	)
Reverse acquisition recapitalization		10,000,000			100			3,828,500			38			23,854,203			238								62,813,297									62,813,535			5,401,901			68,215,436
Conversion of preferred		(10,000,000	)		(100	)		(3,828,500	)		(38	)		11,246,200			112								(112	)								—						—
Shares issued for consulting and bonus														333,000			3								621,747									621,750						621,750
Shares issued for debt payment														335,000			3								669,997									670,000						670,000
Shares issued for business acquisition														1,925,581			19								4,813,933									4,813,952						4,813,952
Shares issued for bonus														8,000			0								16,000									16,000						16,000
Share repurchase																				(771,456	)													(771,456	)					(771,456	)
Foreign currency translation adjustment																															(140,496	)		(140,496	)					(140,496	)
Net loss for the period																												(9,209,764	)					(9,209,764	)		(776,389	)		(9,986,153	)
Balance at August 31, 2021		—			—			—			—			89,693,984		$	895		$	(771,456	)	$	—	$	77,518,323		$	(10,410,073	)	$	(130,275	)	$	66,207,414		$	4,235,235		$	70,442,649

	Preferred B Shares		Preferred B Amount		Preferred C Shares		Preferred C Amount		Common Stock Shares			Common Stock $ Value			Treasury Stock			Subscription receivable		Additional Paid In Capital			Accumulated deficit			Accumulated other comprehensive income			Total shareholders’ equity			Minority interest			Total shareholders’ equity
Balance at May 31, 2021	—		—		—		—		62,400,000		$	624			—		$	—	$	11,599,357		$	(1,596,072	)	$	(12,446	)	$	9,991,463		$	(567,625	)	$	9,423,838
Reduction of share capital									(10,400,000	)		(104	)		—			—		(2,999,896	)		—			—			(3,000,000	)					(3,000,000	)
Reverse acquisition recapitalization	10,000,000		100		3,828,500		38		23,854,203			238								62,813,297									62,813,535			5,401,901			68,215,436
Conversion of preferred	(10,000,000	)	(100	)	(3,828,500	)	(38	)	11,246,200			112								(112	)								—						—
Shares issued for consulting and bonus									333,000			3								621,747									621,750						621,750
Shares issued for debt payment									335,000			3								669,997									670,000						670,000
Shares issued for business acquisition									1,925,581			19								4,813,933									4,813,952						4,813,952
Shares issued for bonus									8,000			0								16,000									16,000						16,000
Share repurchase															(771,456	)													(771,456	)					(771,456	)
Foreign currency translation adjustment																										(117,829	)		(117,829	)					(117,829	)
Net loss for the period																							(8,814,001	)					(8,814,001	)		(599,041	)		(9,413,042	)
Balance at August 31, 2021	—		—		—		—		89,693,984		$	895		$	(771,456	)	$	—	$	77,518,323		$	(10,410,073	)	$	(130,275	)	$	66,207,414		$	4,235,235		$	70,442,649

	Preferred B Shares	Preferred B Amount	Preferred C Shares	Preferred C Amount	Common Stock Shares		Common Stock $ Value		Treasury Stock		Subscription receivable			Additional Paid In Capital		Accumulated deficit			Accumulated other comprehensive income			Total shareholders’ equity			Minority interest			Total shareholders’ equity
Balance as of March 6, 2020 (inception)	—	—	—	—	—		—		—		—			—		—			—			—			—			—
Share contribution
cash					13,134,541		132				(1,878,113	)		3,030,916								1,152,935						1,152,935
intangible assets					39,000,000		390				—			5,553,888								5,554,278						5,554,278
Discount on common stock																						—						—
Net loss for the period																(198,620	)					(198,620	)		(354,932	)		(553,552	)
Foreign currency translation adjustment																			(21,086	)		21,086						21,086
Balance at August 31, 2020	—	—	—	—	52,134,541	$	522	$	—	$	(1,878,113	)	$	8,584,804	$	(198,620	)	$	21,086		$	6,529,679		$	(354,932	)	$	6,174,747

For the Three months ended August 31, 2019
	Preferred Stock A				Common Stock				Additional Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity
Balances, May 31, 2019		—	$	—		10,713,806	$	107	$	116,326,768		$	(107,834,547	)	$	8,492,328
Common stock issued for cash		—		—		—		—		—			—			—
Warrants Exercised		—		—		—		—		—			—			—
Stock issued for stock compensation		—		—		123,124		1		370,811			—			370,812
Shares issued for Investor Relations		—		—		34,000		—		102,000			—			102,000
Shares issued for Intangible Assets		—		—		1,968,000		20		4,919,980			—			4,920,000
Warrants Expired		—		—		—		—		(254,943	)		—			(254,943	)
Net (loss)		—		—		—		—					(3,974,121	)		(3,974,121	)
Balances, August 31, 2019		—	$	—	$	12,838,930	$	128	$	121,464,616		$	(111,808,668	)	$	9,656,076

	For the Six Months Ended
	August 31, 2020			August 31, 2019
Cash flows from operating activities:
Net loss	$	(4,759,071	)	$	(5,410,457	)

Adjustments to reconcile net loss to net cash from (used in) operating activities:
Amortization and depreciation		163,306			146,902
Stock based compensation and consulting fees		876,618			217,869
Valuation loss, net		1,128,825			2,940,225
Shares issued for intangible assets		—			4,920,000
Changes in operating assets and liabilities:
Increase/(Decrease) in prepaid expenses and other current assets		189,016			(376,522	)
(Decrease)/Increase in accounts payable and accrued expenses		(14,675	)		129,797
(Decrease)/Increase in other current liabilities		(155,031	)		77,597

Net cash provided by (used in) operating activities	$	(2,571,012	)	$	2,645,411

Cash flows from investing activities:
Payment related to Intangible assets		(151,000	)		(4,981,622	)
Purchase of furniture, fixture, and equipment		(7,073	)		—
Payment related to website development costs		(259,910	)		(183	)
Proceeds from sale of marketable securities		107,695			—

Net cash (used in) investing activities	$	(310,288	)	$	(4,981,805	)

Cash flows from financing activities:
Proceeds from issuance of common stock		1,820,000			1,785,930
Proceeds from exercise of warrants		—			275,087
Proceeds from Paycheck Protection Program loan		176,534			—
Proceeds from promissory notes		895,000			—
Payment on promissory notes		(347,826	)		—
Payment on promissory notes - related party		(225,000	)		(350,000	)
Proceeds from promissory notes - related party		825,000			700,000

Net cash provided by financing activities	$	3,143,708		$	2,411,017

Net increase in cash	$	262,408		$	74,653

Cash at beginning of period	$	162,506		$	32,979

Cash at end of period	$	424,914		$	107,632

Supplemental disclosure:
Cash paid for interest	$	185,952		$	66,514


	For the Six Months Ended
Cash flows from operating activities:	August 31, 2021			August 31, 2020
Net (loss)	$	(9,209,764	)	$	(198,620	)

Adjustments to reconcile net income to net cash used for operating activities:
Depreciation and amortization		1,526,740			194,114
Valuation loss, net		1,555,979			—
Stock Based Compensation		621,750			—
Gain on Sale of assets		(26	)		—
Share of non-controlling interest		(776,389	)		(354,932	)
Gain / (Loss) on currency translation		—			—
Impairment Loss		3,126,543			—
Changes in operating assets and liabilities:
Amounts due from related parties		14,479			(232,058	)
Amounts due to related party		73,188			71,748
Accounts receivable		4,749,175			—
Unbilled receivable		(4,760,457	)		—
Loans receivable		(1,572,298	)		—
Prepaid expenses		666,159			(103,967	)
Security deposits		(86,610	)		—
Operating lease		25,300			—
Accounts payable & Accrued expenses		591,616			48,850
Deferred revenue - related party		(69,374	)		—
Other current liabilities	$	(105,284	)	$	5,193

Cash used in operating activities	$	(3,629,273	)	$	(569,672	)

Cash flows from investing activities:
Short term investment - related party		235,658			—
Investment in unconsolidated affiliate		113,644			—
Additions of intangible assets - related party		(755,639	)		(944,766	)
Additions of intangible assets		(684,041	)		—
Purchase of computer, furniture, and equipment - related party		(117,385	)		—
Purchase of computer, furniture, and equipment		(23,690	)		(12,945	)
Proceeds from disposal of fixed assets		1,460			—
Effects of a business combination of NextBank		4,200,006			—
Effects of a business combination of NextPlay (Monaker)		9,323,686			—

Cash provided by (used in) investing activities	$	12,293,699			(957,711	)

Cash flows from financing activities:
Proceeds from issuance of ordinary shares		—			1,152,935
Proceed from notes payable - related party		700,000			1,165,211
Repayment of notes payable - related party		(213,155	)		(692,828	)
Treasury stock transaction		(771,456	)		—
Proceeds from promissory notes - related party		1,564,149			—
Payments on promissory notes - related party	$	(1,303,613	)	$

Cash (used in) provided by financing activities	$	(24,075	)	$	1,625,318

Net increase/(Decrease) in cash		8,640,351			97,935

Foreign currency translation adjustment		(140,496	)		11,770

Cash at beginning of period	$	444,920		$	—

Cash at end of period	$	8,944,775		$	109,705

Supplemental disclosures of cash flow information
Cash paid for interest	$	43,174		$	20,653

NON-CASH TRANSACTIONS
Addition of intangible assets through exchanging shares		—			5,599,981
Settle (a) Convertible note receivable and (b) note payable due to closing share exchange transaction		12,000,000			—
Settle (a) Convertible note receivable and (b) share capital increase due to closing share exchange transaction		3,000,000			—
Operating lease right to use assets obtained in exchange for new operating lease liabilities		—

Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21)
Fair Value of Monaker assets acquired
Cash	$	9,323,686
Current assets	$	24,082,699
Non-current assets	$	26,247,848
Net assets acquired	$	59,654,233

Fair Value of Monaker liabilities assumed
Current liabilities	$	32,482,320
Non-current liabilities	$	5,420,131
Net liabilities assumed	$	37,902,451

Net assets acquired	$	21,751,782

Purchase consideration
Number of Monaker common shares outstanding as of 6/30/2021		23,854,203
Monaker share price as of 6/30/2021	$	2.24
Preliminary estimate of fair value of common shares	$	53,433,415
Fair value of total estimated consideration transferred	$	53,433,415

Purchase Price Allocation
Fair value of Monaker net assets acquired as of 6/30/2021	$	21,751,782

Fair value of total estimated consideration transferred	$	53,433,415
Goodwill	$	31,681,633

Acquisition of Reinhart TV AG/Zappware
Total Identifiable Assets	$	20,920,433
Total liabilities	$	10,212,673
Net Assets	$	10,707,760

Total Consideration transferred	$	10,707,760

Date right is triggered	Percent of Founder’s Shares eligible to be sold	Required Purchase Price
January 1, 2024	33%	15 times EBITDA based on audited 2023 Reinhart financials
January 1, 2025	66%	15 times EBITDA based on audited 2024 Reinhart financials
December 20, 2025, if the board of directors of Reinhart, together with a majority of the directors appointed by the Company, agree to sell Reinhart to a third party, but the Company and the Founder can’t agree on such sale, by such date	100%	Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials
January 1, 2026	100%	Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials

Acquisition of NextBank International, Inc. (7/21/21)
Fair Value of assets acquired
Cash	$	4,200,006
Current assets	$	8,789,072
Non-current assets	$	224,210
Net assets acquired	$	13,213,288

Fair Value of liabilities assumed
Current liabilities	$	9,643,436
Non-current liabilities	$	—
Net liabilities assumed	$	9,643,436

Net assets acquired	$	3,569,852

Purchase consideration
Cash	$	6,400,000 (1)
Common stock (1,925,581 shares @ $2.50)	$	4,813,953
Fair value of total consideration transferred	$	11,213,953

Purchase Price Allocation
Fair value of net assets acquired as of 7/21/2021	$	3,569,852

Fair value of total consideration transferred	$	11,213,953
Goodwill	$	7,644,101

	Useful Life	Cost		Impairment		Accumulated Amortization			Net Carrying Value		In-Service Date (Estimate)
Website platform	1.0 years	$	400,000		—		$	400,000	$	—		—
Contracts, domains, customer lists	2.0 years		1,199,446		—			1,199,446		—		—
Website platform	3.0 years		635,756		—			635,756		—		—
Website development costs	3.0 years		912,416		—			890,141		22,275		—
Software development costs	3.0 years		36,823,358		—			24,262,427		12,560,931		—
Trademark & License	Indefinite		8,019,680		—			923,198		7,096,482		—
Software licenses	3.0 years		367,930		—			47,825		320,105		—
CIP – IDS Project			3,126,543		3,126,543			—		—		—
CIP – Not in service			315,831		—			—		315,831		12/01/2021
		$	51,800,960		3,126,543		$	28,358,793		20,315,624

As of August 31, 2021	Amortization Expense
2022	$	4,905,129
2023		6,790,982
2024		6,400,327
2025		2,219,186
2026		—
	$	20,315,624

Name of related parties	Relationship with the Company
Red Anchor Trading Corporation (“RATC”)	A shareholder of the Company and controlled by CEO of the Company and a director of the Company
Tree Roots Entertainment Group Company Limited (“TREG”)	A shareholder of the Company
T&B Media Global (Thailand) Company Limited (“T&B”)	A shareholder of the Company
Dees Supreme Company Limited	A shareholder of the Company
HotNow (Thailand) Company Limited (“HotNow”)	An entity controlled by a Co-CEO of the Company
True Axion Interactive Company Limited (“TAI”)	An entity controlled by a Co-CEO of the Company
Magnolia Quality Development Corporation Limited (“MQDC”)	A shareholder of TREG which is a shareholder of the Company
Nithinan Boonyawattanapisut	CEO of the Company, a shareholder of the Company, RATC, HotNow and TAI


Payment of rental expense:
Tree Roots Entertainment Group Co., Ltd			26,425
Purchase of intangible asset:
HotNow (Thailand) Company Limited			318,123
Purchase of equipment:
HotNow (Thailand) Company Limited			117,385
Operating expense:
HotNow (Thailand) Company Limited			188,492
Interest expense of loan from:
Magnolia Quality Development Corporation Limited			21,446
Tree Roots Entertainment Group Company Limited			51,262
Rental expense:
Tree Roots Entertainment Group Co., Ltd			54,078
Payment of loan interest:
Magnolia Quality Development Corporation Limited			21,097
Tree Roots Entertainment Group Co., Ltd			22,077
Payment of contract cost:
HotNow (Thailand) Company Limited			499,843

	Nature	August 31 , 2021
Amounts due from related party:
HotNow (Thailand) Company Limited			1,431
Amounts due to related parties:
Magnolia Quality Development Corporation Limited	Accrued Interest expense		3,531
Tree Roots Entertainment Group	Other payable		4,523
	Accrued Interest expense		32,962
	Accrued rental expense		44,782
Total		$	87,229
Notes payable:
Magnolia Quality Development Corporation Limited			461,979
Tree Roots Entertainment Group			307,986
Total		$	769,965

	a)	~~$1.24 per share; or~~
	b)	~~the lowest price the Company has issued stock as part of a financing after January 1, 2006; or~~

	●	convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock; or
	●	~~elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock~~”), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financing such as new debt and equity financing and stock issuances as well as existing debt conversions into stock.

	Warrants			Weighted Average Exercise			Warrant			Weighted Average Exercise
Outstanding, February 29, 2020		1,347,391		$	3.32
Outstanding, February 28, 2021								3,045,921		$	2.50
Warrants granted		—		$	—			161,900		$	2.00
Warrants exercised/forfeited/expired		(100,320	)	$	(3.30	)		(225,400	)	$	(2.00	)
Outstanding, August 31, 2020		1,247,071		$	3.22
Outstanding, August 31, 2021								2,982,421		$	2.45
Common stock issuable upon exercise of warrants		1,247,071		$	4,011,747			2,982,421		$	2.45

	Current		Long Term
	FYE 2021		FYE 2022		FYE 2023 and beyond		Total
Leases	$	66,875	$	1,471	$	—	$	68,347
Insurance		20,890		—		—		20,890
Other		2,100		—		—		2,100
Totals	$	89,865	$	1,471	$	—	$	91,337

	Current		Long Term
	FYE 2022		FYE 2023		Totals
Office Leases Nextplay	$	62,485	$	176,822	$	239,307
Office Lease HotPlay	$	18,000			$	18,000
Insurance and Other		55,917		55,917		111,833
Totals	$	136,402	$	232,739	$	377,783

For the six months ended August 31, 2021	NextTrip		NextFinTech		NextMedia		Total
Sales	$	36,890	$	293,357	$	2,317,036	$	2,647,283
Cost of Sales	$	34,231	$	87,339	$	1,152,770	$	1,274,340
Gross Profit	$	2,659	$	206,018	$	1,164,266	$	1,372,943

Sales	August 31, 2021		August 31, 2020
United States and Puerto Rico	$	330,247	$	—
Europe		2,317,036		—
Thailand		—		—
	$	2,647,283	$	—

Long-lived Assets	August 31, 2021		February 28, 2021
United States and Puerto Rico	$	47,095,396	$	—
Europe		9,980,308		—
Thailand		9,481,355		7,785,396
	$	66,640,215	$	7,785,396

	●	Overview. Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of MD&A.

	●	Results of Operations. An analysis of our financial results comparing the three and six months ended August 31, 2021 and 2020.

	●	Liquidity and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition.

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