☒

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

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

(Former name, former address and former fiscal year, if changed since last report)

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 “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ~~January 19,~~July 14, 2021, the registrant had ~~18,520,839~~87,100,403 shares of its common stock, par value $0.00001 per share, outstanding.

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 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). 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.

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;

● Our ability to close the pending acquisition of control of International Financial Enterprise Bank, Inc., our ability to integrate the operations of such bank, if acquired, regulatory and other risks associated therewith; and

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.

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

Consolidated ~~Statements~~Statement of Operations ~~(Unaudited)~~and Comprehensive Loss

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~~As of August 31, 2018 (the end of~~On February 28, 2021, 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 $0.09 per share valued at $55,286. On May 31, 2021, the ~~stock’s trading price which was $0.70 per share. The carrying value of the Bettwork shares have been marked to market at the end of each reporting period through November 30, 2020.~~

~~As of February 29, 2020, the~~6,142,856 shares of Bettwork’s common stock held by the Company were trading at ~~$0.25~~$0.015 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 $92,143. The change in fair value of ~~$6,081,427~~$36,857 is recognized in net loss as other income, valuation loss, net ~~as of February 29, 2020.~~for the three months ended May 31, 2021.

As November 30, 2020, the 6,142,856 remaining shares of Bettwork’s common stock were trading at $0.06 per share valued at $368,571, which decreased the fair value by $1,167,143 for the fiscal year to date. The change in fair value of $1,167,143 is recognized in net loss as other expense, valuation loss, net for the nine months ended November 30, 2020.

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

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

During the quarter ended 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~~2021, the Company sold in ~~Recruiter for 11,141,810~~open market transactions 68,083 shares of ~~Recruiter.com~~ ~~common~~Recruiter stock. The sale of these shares resulted in a realized gain of $28,028 for the three months ended May 31, 2021.

On ~~August 22, 2019, Recruiter.com announced a reverse stock split~~February 28, 2021, the Company owned 78,137 shares of ~~its issued and outstanding~~Recruiter’s common stock ~~at a ratio of 1-for-80. This resulted in a reduction in the~~compared to 10,054 shares of ~~Recruiter.com’s~~Recruiter’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~~as of ~~the reverse.~~

May 31, 2021. As of ~~February 29, 2020,~~May 31, 2021, each share of Recruiter.com’s common stock was valued at ~~$2.25~~$4.20 per share which ~~decreased~~changed the fair value of the ~~139,273~~10,054 shares of Recruiter.com common stock to ~~$313,363 and caused an accumulated fair value loss of $160,164 to be realized.~~$42,227. The net change in the fair value of ~~$160,164~~$10,156 is recognized in net ~~loss~~income as other income ~~valuation loss, net,~~as of May 31, 2021.

Acquisition of Axion Shares

The investment in affiliate of $4,856,825 as of February ~~29,~~28, 2021, represents the Company’s acquisition of 33.8% of Axion Ventures, Inc. (“Axion”), on November 16, 2020. Pursuant to a Share Exchange Agreement (the “Axion Exchange Agreement”) entered into with certain stockholders of Axion, 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 newly designated shares of Series B Convertible Preferred Stock of the Company, which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the closing of the HotPlay Share Exchange, into an aggregate of 7,417,700 shares of Monaker common stock. As of May 31, 2021, the value of this investment decreased by $2,869,942 from $4,856,825 to $1,986,883, due to the change in the market price of Axion shares.

Also pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, certain creditors of 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 newly designated shares of Series C Convertible Preferred Stock of the Company, which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the closing of the HotPlay Share Exchange, on a one-for-one basis. As of ~~November 30, 2020,~~May 31, 2021, the ~~124,710 shares of Recruiter.com’s common stock were trading at $1.65 per share and valued at $205,772, which decreased~~values associated with the fair value of such shares by $107,592, for the nine months ended November 30, 2020. The change in fair value of $107,592 is recognized in net loss as other income, valuation loss, net, as of November 30, 2020.assumed debt has remained unchanged.

~~During~~Also pursuant to the ~~quarter ended~~Axion Exchange Agreement, which closed on November ~~30,~~16, 2020, the Company ~~sold 14,563~~granted a warrant to Cern One Limited (one of the Axion stockholders), to purchase 1,914,250 shares of ~~Recruiter.com~~the Company’s common stock. The warrants vest on the later of (a) the date the Series B Preferred Stock and Series C Preferred Stock convert into common stock and 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 May 31, 2021, there has been no activity related to the ~~public in open market transactions~~warrant and ~~received gross proceeds~~the warrant has not vested.

Table of ~~$26,329.~~Contents

Note 46 – Acquisitions and Dispositions

~~Sale of Verus International, Inc Shares to Public~~

~~During the month of March 2020, the Company sold 3,367,664 shares of Verus’ common stock to the public in open market transactions and received gross proceeds of $46,670 from such sales.~~

~~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 and third quarters from June 1, 2020 to August 31, 2020 and September 1, 2020 to November 30, 2020, the Company sold no shares of Verus’ common stock to the public in open market transactions.

~~Acquisition of Axion Shares~~

~~The Investment in affiliate of $9,272,121 as of November 30, 2020, represents the Company’s acquisition of Axion equity as described in greater detail in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, under “Going Concern~~”, on November 16, 2020. Pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, (a) the Axion Stockholders, exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of newly designated shares of Series B Convertible Preferred Stock of the Company, which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the approval of such issuances by the stockholders of the Company, into 14.68% of the post-closing capitalization, less the number of shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock and the exercise of the Creditor Warrants; and (b) the Axion Creditors exchanged debt of Axion in the aggregate amount of $7,657,024, for (i) 3,828,500 shares of newly designated shares of Series C Convertible Preferred Stock of the Company, which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the approval of such issuances by the stockholders of the Company, on a one-for-one basis; and (ii) a warrant, granted to Cern One, to purchase 1,914,250 shares of the Company’s common, which is only exercisable upon the occurrence of certain events, including the approval of such issuance by the stockholders of the Company. The Creditor Warrants vest on the later of (a) the date the Series B Preferred Stock and Series C Preferred Stock convert into common stock and 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.

Purchase of Longroot, ~~Inc.~~Inc.

~~As described in greater detail in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, under “Going Concern”, on~~On November 16, 2020, the Company acquired 100% of Longroot, Inc. (“Longroot”), which in turn owned 57% of Longroot ~~Cayman.~~Limited, a Cayman Islands company (“Longroot Cayman”). Longroot Cayman ~~owned~~owns 49% of the outstanding ordinary shares ~~(100%~~(with 51% of the ~~ordinary shares)~~Preferred shares owned by two Thai citizen nominee shareholders) of Longroot Holding (Thailand) Company Limited (“Longroot Thailand”), provided that Longroot Cayman controls 90% of Longroot Thailand’s voting shares and therefore effectively controls Longroot Thailand.

The acquisition was made pursuant to ~~the~~a November 2, 2020 Stock Purchase Agreement (“SPA”) entered into with Dr. Jason Morton, and for certain limited purposes set forth therein, Longroot. Pursuant to the SPA, the Company purchased, 100% of Longroot, in consideration for (a) ~~$1,700,000~~$1,650,000 in cash; and (b) 200,000 shares of restricted common ~~stock. A total of $100,000 was paid as a non-refundable deposit towards the purchase of Longroot on October 15, 2020, and~~stock at $2.14 per share for a total value of ~~$700,000 was paid~~$428,000 as well as 150,000 shares of restricted common stock at $3.00 per share for a total value of $450,000.

Up to and included in the closing, ~~on November 16, 2020, along with the issuance~~as part of the ~~shares. Additionally, prior to the closing,~~cash consideration paid, the Company ~~advanced a separate $400,000~~paid $1,200,000 to Longroot which was used for working capital ~~prior~~and other shareholder related acquisition purposes as well as $428,000 of Company stock to ~~closing which brought~~complete the ~~purchase price to a total of $2.2 million.~~purchase. The remaining $900,000 owed to Dr. Morton pursuant to the terms of the SPA iswas payable in three installments of $300,000 each, due on or prior to (i) December 16, 2020 (30 days after the closing)~~, which amount has been paid in full; (ii)~~; March 16, 2021 (120 days after the closing); and (iii) April 15, 2021 (150 days after the closing)~~, of which $150,000 has previously been paid as discussed below.~~. Pursuant to the SPA, in consideration for the $900,000 owed post-closing, Morton ~~has the option to elect~~received cash payments of $450,000 and elected to receive ~~any or all~~ the ~~Remaining Cash Payments~~remaining $450,000 in shares of common stock of the Company, ~~with such number~~ of which the Company issued 150,000 shares ~~issuable based on a Company~~at stock price of $3.00 per share.

~~In order to exercise such right, Morton must provide~~On January 5, 2021, the Company, ~~notice no later than 5 days prior~~through Longroot, subscribed to purchase an additional 100 shares of Longroot Cayman, in consideration for $1 million. The subscription was made pursuant to certain pre-emptive rights set forth in a shareholders’ agreement entered into between the ~~applicable due date~~shareholders of ~~such applicable Remaining Cash Payment(s). In the event we fail~~Longroot Cayman, and increased Longroot’s ownership of Longroot Cayman up to ~~pay any of the Remaining Cash Payments when due, the amount not timely paid will bear interest at the rate of 7% per annum, until paid in full.~~75% (from 57%).

Pursuant to the SPA, Morton agreed not to compete for a period of two years following the closing date, in connection with the operation of an initial coin offering portal in Thailand, subject to customary exceptions. The SPA also contains an indemnification obligation whereby the Company agreed to indemnify and hold Morton harmless against any claims made by Axion ~~Ventures, Inc.~~ or any of its shareholders, directors, officers, agents or representatives against Morton in connection with the SPA or the Company’s purchase of Longroot.

The Company hopes that the access to Longroot Limited’s technology and digital asset capabilities will enable the Company to offer new financing mechanisms and participation options, including in wholesale travel, gaming, and digital advertising.

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 purchase of Longroot, Inc.: as of November 16, 2020: total consideration to selling shareholder of $2,528,000 (and $2,250,636, net of cash acquired) and the purchase price has been provisionally allocated as follows. The fair value of net assets acquired ~~of $233,357~~were $219,940 and an intangible asset ~~(including license)~~(license) of ~~$2,294,643.~~$2,212,702 with the liabilities assumed of $142,983 and minority interest of $39,023. The intangible assets include a license granted by the Thai Securities and Exchange Commission which has an indefinite useful life and therefore is not amortized but will be tested for impairment annually in alignment with the Company’s other intangible asset impairment analysis. The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition ~~date.~~date and we will continue to evaluate the asset values within the 1-year timeframe as provided in the guidance.

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Note 7 – Website Development Costs and Intangible Assets

The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of May 31, 2021:

May 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		2,290,728		—			964,327		1,326,401		—
Software development costs	3.0 years		3,238,695		—			158,424		3,080,271		—
Trademark & License	Indefinite		2,222,786		—			—		2,222,786		—
CIP – IDS Project	3.0 years		5,196,543		2,070,000			—		3,126,543		09/01/2021
Software licenses	3.0 years		362,930		—			10,838		352,092		—
CIP – Not in service			463,213		—			—		463,213		09/01/2021
		$	16,010,097		2,070,000		$	3,368,791		10,571,306

During the quarter ended May 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 Enterprise Limited (Thailand). The cost of purchases was recorded as Capital in Progress (CIP).

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 May 31, 2021 and May 31, 2020, respectively.

Based on the carrying value of definite-lived intangible assets as of May 31, 2021, we estimate our amortization expense for the next five years will be as follows:

As of May 31, 2021	Amortization Expense
2022	$	1,914,732
2023		2,805,285
2024		2,652,791
2025		975,712
2026		—
	$	8,348,520

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Note 58 – Line of Credit ~~and Notes Payable~~

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

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

On September 16, 2019, the Company entered into a commercial debt modification agreement with Republic to extend the maturity date of the line of credit to December 15, 2019. On December 6, 2019, the Company entered into another commercial debt modification agreement with National Bank of Commerce (which merged with Republic)(“~~National Bank~~”) to extend the maturity date of the line of credit to June 30, 2020. The line of credit, as amended and extended, provides that amounts borrowed under the line of credit accrue interest at the Wall Street Journal U.S. Prime Rate plus 1% (updated daily until maturity), payable monthly in arrears beginning on September 28, 2018.

On May 7, 2020, the Company entered into a ~~new~~ Promissory Note with National Bank (the “~~New~~ Note”). The Note replaced ~~the~~a prior promissory note wethe Company 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~~was 6.25%)(the interest rate of the prior note was prime plus 1%), subject to a floor of 4.5%. The ~~New~~ Note may be prepaid at any time without penalty. The ~~New~~ Note contains standard and customary events of default. On December 1, 2020, the Company repaid the Note in full according to its terms.

As of ~~November 30, 2020,~~May 31, 2021, the principal balance of the note payable was ~~$1,192,716.~~

$0. Interest expense charged to operations relating to this line of credit was ~~$52,595~~$0 and ~~$107,715~~$74,858, respectively for the ~~nine months~~quarters ended ~~November 30, 2020~~May 31, 2021 and ~~2019, respectively. The Company has accrued interest as of November 30, 2020 and 2019 of $-0- and $-0-, respectively.~~May 31, 2020.

~~As discussed in greater detail below under “~~Note 109 – ~~Subsequent Events”, the line of credit was repaid in full on December 1, 2020.~~Notes Payable

Note Purchase Agreement: ~~Iliad Research and Trading, L.P.~~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% of such redemption amount is added to the outstanding balance of the Iliad 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 Note is increased by 2%. Subject to the terms and conditions set forth in the Iliad Note, the Company may prepay all or any portion of the outstanding balance of the Iliad Note at any time subject to a prepayment penalty equal to 15% of the amount of the outstanding balance to be prepaid. For so long as the Iliad Note remains outstanding, the Company has agreed to pay to Iliad 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the Iliad Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the Iliad Note (each an “~~Equity Payment~~”). Each time that we fail to pay an Equity Payment, the outstanding balance of the Iliad Note automatically increases by 10%. Additionally, in the event we fail to timely pay any such Equity Payment, Iliad may seek an injunction which would prevent us from issuing common or preferred stock until or unless we pay such Equity Payment.

Pursuant to the Iliad Note, we provided Iliad a right of first refusal to purchase any promissory note, debenture or other debt instrument which we propose to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that we provide Iliad such right, and Iliad does not exercise such right to provide such funding, the outstanding balance of the Iliad Note increases by 3%. Each time, if ever, that we fail to comply with the terms of the right of first refusal, the outstanding balance of the Iliad Note increases by 10%. Additionally, upon each major default described in the Iliad Note (i.e., the failure to pay amounts under the Iliad Note when due or to observe any covenant under the Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the Iliad Note automatically increases by 15%, and for each other default, the outstanding balance of the Iliad Note automatically increases by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the Iliad Note immediately prior to the first event of default.

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

~~On July 30,~~November 2020 ~~we made a prepayment of $347,826 towards the Iliad Note.~~

On October 6, 2020 and November 4, 2020, we received and paid redemption notices of $200,000 each or $400,000 in total which reduced the principal balance. As of November 30, 2020, the outstanding principal amount of the Iliad Note is $147,174 and the accrued interest is $45,283.

~~As discussed in greater detail below under “Note 10 – Subsequent Events”, the outstanding balance of the Iliad Note was repaid in full on December 1, 2020.~~

~~Note Purchase Agreement: Streeterville Capital, LLC~~

~~On November 23, 2020, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which the Company sold the Lender a Secured Promissory Note in the original principal amount of $5,520,000 (the “Streeterville Note”). Streeterville paid consideration of an initial cash purchase price of $3,500,000 for the note, and issued the Company a promissory note in the amount of $1,500,000 (the “Investor Note”). Subsequent to the $245,000 deduction of advisory fees paid to Ascendiant Capital Markets, LLC, the Company received net proceeds of $3,255,000.~~

The Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after the Purchase Price Date (i.e., on November 23, 2021). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the Streeterville Note, not to exceed the “~~Maximum Monthly Redemption Amount~~” as described in the note. In the event we do not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the 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 November 2020 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the November 2020 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the November 2020 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the November 2020 Streeterville Note remains outstanding, the Company has agreed to pay to 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 November 2020 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the November 2020 Streeterville Note (each an “Equity Payment”). Each time that we fail to pay an Equity Payment, the outstanding balance of the November 2020 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 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 certain Share Exchange Agreement entered into with HotPlay and the HotPlay stockholders dated July 23, 2020, as amended from time to time (the “HotPlay Share Exchange Agreement” and the transactions contemplated therein, 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”). The Company has completed the acquisition of HotPlay, effective as of June 30, 2021, and as such, the November 2020 Note Transaction Conditions have been satisfied.

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Pursuant to the November 2020 Streeterville Note, we provided 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 Streeterville such right, and Streeterville does not exercise such right to provide such funding, the outstanding balance of the November 2020 Streeterville Note increases by 3%. Each time, if ever, that we fail to comply with the terms of the right of first refusal, the outstanding balance of the November 2020 Streeterville Note increases by 10%. Additionally, upon each major default described in the November 2020 Streeterville Note (i.e., the failure to pay amounts under the 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 November 2020 Streeterville Note automatically increases by 15%, and for each other default, the outstanding balance of the November 2020 Streeterville Note automatically increases by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the Streeterville Note immediately prior to the first event of default.

In connection with the November 2020 Note Purchase Agreement and the November 2020 Streeterville Note, the Company has entered into a Security Agreement with Streeterville (the “Security Agreement”), pursuant to which the obligations of the Company are secured by substantially all the assets of the Company, subject to a priority lien and security interest in the collateral of the Company.

The November 2020 Investor Note, in the principal amount of $1,500,000, evidences the amount payable by Streeterville to the Company as partial consideration for the acquisition 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. Streeterville may, in its sole discretion, designate collateral as security for its obligations under the Investor Note, provided that currently there is no collateral evidencing the repayment of such note. In the event (i) of the occurrence of any event of default under the November 2020 Streeterville Note, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of the Company under any agreement entered into with Streeterville along with the November 2020 Note Purchase Agreement, or (iii) if the Company sells, transfers, assigns, pledges or hypothecates the November 2020 Investor Note, or attempts to do any of the foregoing, Streeterville is entitled to deduct and offset any amount owing by the Company under the November 2020 Streeterville Note from any amount owed by Streeterville under the Investor Note (provided that such amount is automatically offset if Streeterville has not exercised its offset right within 30 days prior to the maturity date of the November 2020 Investor Note). The November 2020 Investor Note includes customary events of default, subject to cure rights where applicable. The amount of the Investor Note has been offset against the amount of the November 2020 Streeterville Note in the balance sheet as of ~~November 30, 2020,~~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.

The Paycheck Protection Program (PPP) Loan

On May 8, 2020, the Company obtained a $176,534 loan (the “Loan”) from The Commercial Bank (the “Lender”), pursuant to the Paycheck Protection Program (the “PPP”) under the “CARES Act”. The Loan is evidenced by a promissory note (the “PPP Note”), dated effective May 8, 2020, issued by the Company to the Lender. The Note is unsecured with a 2-year term, matures on May 8, 2022, and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 8, 2020, following an initial deferral period as specified under the PPP. The PPP Note may be prepaid at any time prior to maturity with no prepayment penalties. Proceeds from the Loan ~~will be~~were available to the Company to fund designated expenses, including certain payroll costs, rent, utilities and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest ~~may~~could be forgiven to the extent Loan proceeds ~~are~~were used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP (including that 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~~

Table of the respective Loan in accordance with the terms of the PPP. No assurance can be given that the Company will obtain forgiveness of the Loan in whole or in part. With respect to any portion of the Loan that is not forgiven, the Loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions of the PPP Note and cross-defaults.Contents

On August 14, 2020, the Company submitted the loan forgiveness application to Commercial Bank for the entire amount of $176,534. The accrued interest was $561 as of August 31, 2020.

On November 10, 2020, the Company received notification from The Commercial Bank that the entire loan balance was forgiven. The principal was recorded as other income and the accrued interest was reversed.

HotPlay Convertible Notes Dates - Current

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 Monaker $300,000, $700,000, $1,000,000, $400,000, $100,000, $450,000, $50,000 respectively, under the terms of the HotPlay Exchange Agreement. The advances were evidenced by convertible promissory notes (“HotPlay Convertible Notes”) in the amount of each advance, and an effective date as of the date of each advance. The HotPlay Convertible Notes totaled ~~$2.5~~$3.0 million as of ~~November 30, 2020.~~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 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 has loaned the Company all $15 million of the funds required to be funded pursuant to the terms of the HotPlay Exchange Agreement.

The advances, and the entry into the HotPlay Convertible Notes, were required conditions to the HotPlay Exchange Agreement, pursuant to which HotPlay was required to loan us $1,000,000 on or before August 31, 2020 (provided that Monaker waived such delay in providing such initial $1,000,000 of HotPlay advances) and iswas required to loan us an additional $1,000,000 (each a “Subsequent Loan”, and such loans, the “HotPlay Loans”), on September 30, 2020, 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 (provided that Monaker has waived any delay in timely providing such amounts to ~~date)~~date and with the loan of the full $15 million, it is not expected that HotPlay will loan the Company any additional funds).

The HotPlay Notes ~~are~~were automatically forgiven by HotPlay inas intracompany loans upon the ~~event~~closing of the HotPlay Exchange Agreement ~~is terminated (a) by written agreement of the parties thereto; (b) by HotPlay (and its stockholders) or the Company, if the closing has not~~which occurred on or before the required date set forth in the HotPlay Exchange Agreement (currently February 28, 2021), unless the failure of the closing to have occurred is attributable to a failure on the part of the terminating party; (c) by 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 (d) 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.June 30, 2021.

Alternately, if the HotPlay Exchange Agreement is terminated (a) by HotPlay or its principal stockholder (as applicable) because a governmental authority 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 of the transactions contemplated by the HotPlay Exchange Agreement (a “~~Government Action~~”); (b) by HotPlay if any event occurs that makes it impossible to satisfy a condition precedent to the HotPlay 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 covenant of the Company is breached; or by the Company in connection with a Government Action or any event occurs that makes it impossible to satisfy a condition precedent to the HotPlay Exchange Agreement (except as discussed above in connection with events which result in the automatic forgiveness of the HotPlay Notes), then the outstanding principal amount of the HotPlay Notes together with all accrued and unpaid interest thereon, automatically convert into fully paid and nonassessable shares of the Company’s common stock at a conversion price of $2.00 per share.

~~In the event the transactions contemplated by the Share Exchange close, it is anticipated that the HotPlay Notes will be forgiven as intracompany loans.~~

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 amount of the notes due and payable (provided the notes are 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.

Note ~~6 –Related~~10 – Related Party Promissory Notes and Transactions

~~Promissory Notes with Directors~~Related Party Transactions

On March 17, 2021, the Company entered into a master development and license agreement with HotPlay Enterprises Limited (“HPE”) to license software frameworks “HotNow Platform” from HPE and to engage HPE, using the HotNow Platform as the foundation, to develop for the Company assets and extra features required for the Company’s travel platform. On or about May 21, 2021, the Company and HPE expanded the agreement through additional statements of work for a total investment of approximately $2,000,000.

On April 7, 2021, each of Mr. Pasquale “Pat” LaVecchia, Mr. Doug Checkeris, Mr. Rupert Duchesne, Mr. Robert “Jamie” Mendola, Jr. and Ms. Alexandra C. Zubko, each then members of the board of directors of the Company, provided letters of resignation to the Company, resigning as directors (and from any other positions they hold with the Company), with such resignations will be effective automatically as of the closing of the HotPlay Exchange Agreement. Such resignations were solely in connection with the required terms and conditions of the HotPlay Exchange Agreement.

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”).

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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 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 is 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. If Mr. Kerby exercised his right to receive the entire bonus in shares of common stock, he would be due 132,450 shares of common stock. 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.

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 returned. 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 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 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 of the ~~Board~~board of ~~Directors~~directors of the ~~Company.~~ 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 Series A Preferred Stock for a Convertible Promissory Note with a principal balance of $585,425 (the “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 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 October 29, 2019, the Company entered into Promissory Notes with Robert “Jamie” Mendola, Jr. (a Director of the Company) and Pasquale “Pat” LaVecchia (a Director of the Company) in the amounts of $150,000 and $25,000, respectively (the “Director Notes”). The Director Notes have an interest rate of 12% per annum (18% upon the occurrence of an event of default) and were originally due and payable on February 1, 2020, but were subsequently extended as discussed below, provided that the notes may be prepaid at any time without penalty (provided that all interest that would have been due had the notes remained outstanding through maturity must be paid at the time of repayment). The Company paid a 2% original issue discount in connection with the notes. The Director Notes were repaid in full in April and May 2020.

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On December 9, 2019, the Company entered into an Amended and Restated Promissory Note with the ~~Donald P.~~ Monaco ~~Insurance~~ Trust, is in the amount of up to $2,700,000 ~~(ii) Promissory Note with Robert J. Mendola, Jr.~~ (the “~~Director Notes~~Revolving Monaco Trust Note”) is. The Revolving Monaco Trust Note amended and restated a previous promissory Note entered into by the Company in favor of the Monaco Trust on February 4, 2019 (the 2019 Monaco Trust Note discussed above), in the amount of ~~$150,000,~~up to $700,000, which had a balance as of December 9, 2019 of $700,000. On the same date, the Company borrowed $200,000 from the Monaco Trust under the Revolving Monaco Trust Note. On December 27, 2019 and ~~(iii)~~February 12, 2020, the Company borrowed an additional $300,000 and $200,000, respectively, from the Monaco Trust under the Revolving Monaco Trust Note, which had a balance of $1,200,000 as of February 29, 2020. On January 29, 2020, the Company entered into first amendments to the Director Notes and Revolving Monaco Trust Note with the directors and the Monaco Trust, respectively, to extend the maturity date of such notes from February 1, 2020 to April 1, 2020 (the “Note Amendments”). No other changes were made to such notes as a result of such amendments.

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

On March 13, 2020 and March 26, 2020, the Company borrowed an additional $100,000 and $75,000, respectively, from the Monaco Trust pursuant to the terms of the Revolving Monaco Trust Note.

On March 27, 2020, the Company entered into second amendments to the Director Notes to extend the maturity date of such Director Notes from April 1, 2020 to June 1, 2020, and entered into an amendment to extend the due date of the Revolving Monaco Trust Note from April 1, 2020 to December 1, 2020. All remaining terms of the promissory notes remained unchanged.

On April 17, 2020, the Company paid off the Promissory Note with Pasquale “Pat” LaVecchia, ~~(the “Director Notes”) is~~a member of the board of directors, in the amount of ~~$25,000.~~$26,225 (the principal of $25,000 and the interest of $1,225).

On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS (a greater than 5% stockholder of the Company) and certain other defendants affiliated with IDS in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Pursuant to the complaint, the Company alleges causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and seeks a temporary and permanent injunction against the defendants, requiring such persons to return the 1,968,000 shares of common stock disclosed above to the Company and preventing such persons from selling or transferring any shares, seeks damages from the defendants, rescission of the IP Purchase Agreement pursuant to which the shares were issued, attorneys fees and other amounts. The complaint was filed as a result of IDS’s failure to deliver certain intellectual property assets which were acquired by the Company from IDS in August 2019, certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder. This action is described in greater detail under “Note 12 - Commitments and Contingencies”, under the heading “Legal Matters”.

On March 13, 2020, and March 26, 2020, the Company borrowed an additional $100,000 and $75,000, respectively, from the Monaco Trust pursuant to the terms of the Revolving Monaco Trust. On June 9, 2020 and June 10, 2020, 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. On September 22, 2020, the Company ~~paid principal~~made a payment of ~~$142,408 and interest of $57,592. On November 16, 2020, the Company borrowed an additional $765,000 of the available amount remaining. As of November 30, 2020,~~$200,000 under the Revolving Monaco Trust Note, ~~has a balance~~including $142,408 of ~~$2,797,592~~principal and ~~the amount remaining under the note~~$57,592 of ~~$2,408, 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.~~interest owed thereunder.

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.“Jamie” Mendola, Jr., in the amount of $157,595 (the principal of $150,000 and the interest of $7,595). As

Table of ~~August 31, 2020, and August 31, 2019, the outstanding balances~~Contents

The Audit Committee of the ~~promissory notes with Pasquale LaVecchia and Robert J. Mendola, Jr. were $0 and $0, respectively.~~

~~On November 6, 2020,~~board of directors of the Company ~~entered into a third amendment~~is tasked with reviewing and approving any issues relating to ~~the Revolving Trust Note with the Monaco Trust, to extend the maturity date~~conflicts of ~~such Revolving Monaco Trust Note to February 28, 2021. No other changes were made to such note as a result~~interests and all related party transactions of ~~such amendment.~~

~~On November 16, 2020,~~ the Company entered into a fourth amendment to the Revolving Trust Note with the Monaco Trust, to increase the amount available under such Revolving Monaco Trust Note to $2,800,000. No other changes were made to such note as a result of such amendment.

~~The Revolving Trust Note had a balance of $2,797,592 as of November 30, 2020, and as discussed below under “Note 10 – Subsequent Events”, was fully repaid on January 4, 2021.~~

(“Related Party Transactions

~~On November 16, 2020,~~”). 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 ~~acquired 100%~~(including fairness from a financial point of ~~Longroot, Inc., a Delaware corporation (“Longroot”), which in turn owned 57% of Longroot Limited, a Cayman Islands company (“Longroot Cayman”). Longroot Cayman owned 49%~~view); (2) the materiality of the ~~outstanding shares (100%~~transaction; (3) bids / terms for such transaction from unrelated parties; (4) the structure of the ~~ordinary shares)~~transaction; (5) the policies, rules and regulations of ~~Longroot Holding (Thailand) Company Limited (“Longroot Thailand”), provided~~the U.S. federal and state securities laws; (6) the policies of the Committee; and (7) interests of each related party in the transaction.

The Audit Committee will only approve a Related Party Transaction if the Audit Committee determines that ~~Longroot Cayman controls 90%~~the terms of ~~Longroot Thailand’s voting shares~~the Related Party Transaction are beneficial and ~~therefore effectively controls Longroot Thailand. Subsequent~~fair (including fair from a financial point of view) to ~~this acquisition,~~ the Company ~~signed a service contract with Atato, an IT provider of cryptocurrency website maintenance. As of November 30, 2020, Miss Worapin Tatun, wife~~and are lawful under the laws of the ~~CEO~~United States. In the event multiple members of ~~Atato and Mr. Pongsabutra Viraseranee, an employee and developer employed~~the Audit Committee are deemed a related party, the Related Party Transaction will be considered by ~~Atato, both are minority shareholders~~the disinterested members of ~~Longroot Thailand with a 25.5% interest~~the board of ~~Preferred stock~~directors in ~~Longroot Thailand each.~~place of the Committee.

Note 11 – Stockholders’ Equity

~~Note 7 – Stockholders’ Equity~~Preferred stock

~~Preferred stock~~

The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million (100,000,000), with a par value of $0.00001 per share (the “Preferred Stock”) with the exception of Series A Preferred Stock shares having a $0.01 par value per share. The Preferred Stock may be divided into and issued in series. The ~~Board~~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.

Series A Preferred Stock

The Company has authorized and designated 3,000,000 shares of Preferred Stock as Series A 10% Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. ~~There are no~~

Dividends in arrears on the previously outstanding Series A Preferred Stock shares ~~outstanding.~~

~~Per~~totaled $0 and $1,102,068 as of May 31, 2021 and February 28, 2021, respectively. These dividends will only be payable when and if declared by the ~~terms~~Board of Directors. On April 7, 2021, the ~~Certificate of Designations relating~~Board approved the dividends 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:~~

~~$1.24 per share; or~~

~~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.paid.

The Company had 0 shares of Series A Preferred Stock issued and outstanding as of ~~November 30, 2020~~May 31, 2021 and February ~~29, 2020.~~28, 2021.

~~Dividends in arrears on the previously outstanding~~ Series AB Preferred Stock ~~shares totaled $1,102,066 as of November 30, 2020 and February 29, 2020. These dividends will only be payable when and if declared by the Board.~~

~~Series B Convertible~~

The Company has authorized and designated 10,000,000 shares of Preferred Stock

~~In connection with the Axion Exchange Agreement, Monaker filed a certificate of designation of its~~ as Series B Convertible Preferred Stock ~~with the Secretary of State of Nevada on November 13, 2020 (the “Series B designation”). The Series B designation designated 10,000,000~~which shares were issued to certain Axion stockholders in exchange for their ordinary shares of ~~Series B Preferred Stock, $0.00001 par value per share (“Series B Preferred Stock”). The Series B Preferred Stock has~~Axion equal to approximately 33.85% of the ~~following rights:~~

~~Dividend Rights~~~~. The Series B Preferred Stock does not accrue dividends.~~

~~Liquidation Preference~~~~. The Series B designation provides that the Series B Preferred Stock has a liquidation preference which is (a) pari passu with respect~~outstanding common shares of Axion pursuant to the Company’s common stock and Series C Preferred Stock; and (b) junior to all current and future senior indebtedness 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 B Preferred Stock, pari passu with the holders of the Series C Preferred Stock and common stock, an amount equal to $0.9272121 per share, or $9,272,121Axion Exchange Agreement (see “Note 5 – Investment in ~~aggregate.~~

~~Conversion Rights~~Unconsolidated Affiliates”). Each share of Series B Preferred Stock is automatically, ~~convertible on the Approval Date (defined below),~~and without any required action by any holder, converts into ~~that number of~~0.74177 shares of common stock, ~~as equal~~upon the ~~Conversion Rate. For~~occurrence of certain events, including five business days after the ~~purposes~~closing of the ~~following sentence:~~

	●	“~~Approval Date~~” means the later of (a) the fifth business day after the approval by Monaker’s stockholders of the issuance of shares of common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock; (b) the business day that the Company has affected a reverse stock split of its outstanding common stock subsequent to the approval by Monaker’s stockholders of the issuance of shares of common stock upon conversion of the Series B Preferred Stock, to the extent such reverse stock split is deemed necessary by a Majority In Interest (defined below); (c) the date that NASDAQ has approved the continued listing of the Company’s common stock on NASDAQ following the Closing; and (d) the Closing.

	●	“~~Conversion Rate~~” equals (i) (a) 14.68%; multiplied by, the post-closing capitalization, rounded up to the nearest thousandths place, less (b) the number of shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock (defined below) and the exercise of the Creditor Warrants, divided by (ii) 10,000,000.

	●	“~~Majority In Interest~~” means holders holding a majority of the then aggregate shares of Series B Preferred Stock issued and outstanding or the majority of the then aggregate shares of Series C Preferred Stock issued and outstanding, depending on which class of preferred stockholders are approving such matter.

~~Additionally, the maximum number of shares of common stock to be issued in connection with the conversion of all of the outstanding~~HotPlay Exchange Agreement. The Company had 10,000,000 shares of Series B Preferred Stock outstanding as of May 31, 2021 and February 28, 2021.

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 ~~shares (and upon conversion or exercise~~was issued to certain debt holders of any other securities required to be aggregated with the Series B Preferred Stock and Series C Preferred Stock shares pursuant to the applicable rules and requirements of NASDAQ), cannot exceed such number of shares of common stock that would violate applicable listing rules of NASDAQ in the event the Company’s stockholders do not approve the issuance of the common stock issuable in connection with such conversion.

~~Voting Rights~~. The Series B Preferred Stock have no voting rights on general matters to come before the stockholders of the Company; however, the Company is prohibited from undertaking any of the following actions without the approval of a Majority In Interest:

~~(a) Increasing or decreasing (other than by redemption or conversion) the total number of authorized shares of Series B Preferred Stock;~~

~~(b) Re-issuing any shares of Series B Preferred Stock converted pursuant to the terms of the Series B designation;~~

~~(c) Effecting an exchange, reclassification, or cancellation of all or a part of the Series B Preferred Stock;~~

~~(d) Effecting an exchange, or creating a right of exchange, of all or part of the shares of another class of shares into shares of Series B Preferred Stock;~~

~~(e) Issuing any shares of Series B Preferred Stock other than pursuant~~Axion who are party to the Axion Share Exchange Agreement and who agreed to exchange ~~agreement;~~

~~(f) Altering or changing the rights, preferences or privileges of the shares of Series B Preferred Stock so as~~certain debt owed to ~~affect adversely the shares of~~ such ~~series; or~~

(g) Amending or waiving any provision of the Company’s articles of incorporation or bylaws relative to the Series B Preferred Stock so as to affect adversely the shares of Series B Preferred Stock in any material respect as compared todebt holders ~~of other series of shares.~~

~~Redemption Rights~~~~. The Series B Preferred Stock does not have any redemption rights.~~

~~Series C Convertible Preferred Stock~~

~~In connection with the~~by Axion ~~exchange agreement, Monaker filed a certificate of designation of its Series C Convertible Preferred Stock with the Secretary of State of Nevada on November 13, 2020 (the “Series C designation”). The Series C designation, which was approved by the Board of Directors of the Company on November 12, 2020, designates 3,828,500~~for shares of Series C Preferred Stock ~~$0.00001 par value per share of the Company (“Series C Preferred Stock”). The Series C Preferred Stock has the following rights:~~

~~Dividend Rights~~~~. The Series C Preferred Stock does not accrue dividends.~~

~~Liquidation Preference~~~~. The Series C designation provides that the Series C Preferred Stock has a liquidation preference which is (a) pari passu with respect~~pursuant to the Company’s common stock and Series B Preferred Stock; and (b) junior to all current and future senior indebtedness 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 any such action, pay the holders of the Series C Preferred Stock, pari passu with the holders of the Series B Preferred Stock and common stock, an amount equal to $2.00 per share, or $7,657,000 in aggregate.

~~Conversion Rights~~.Share Exchange Agreement. Each share of Series C Preferred Stock is automatically, ~~convertible on the Approval Date (defined~~ and ~~described above under “Series B Convertible Preferred Stock”),~~without any required action by any Holder, converted into ~~one share of~~ common stock, ~~(adjustable for stock splits and similar recapitalizations).~~

~~Additionally,~~on a one-for one basis, upon the ~~maximum number~~occurrence of ~~shares of common stock to be issued in connection with~~certain events, including five business days after the ~~conversion of all~~closing of the ~~outstanding~~HotPlay Exchange Agreement. The Company had 3,828,500 shares of Series C Preferred Stock outstanding as of May 31, 2021 and Series B Preferred Stock shares (and upon conversion or exercise of any other securities required to be aggregated with the Series C Preferred Stock and Series B Preferred Stock shares pursuant to the applicable rules and requirements of NASDAQ), cannot exceed such number of shares of common stock that would violate applicable listing rules of NASDAQ in the event the Company’s stockholders do not approve the issuance of the common stock issuable in connection with such conversion.February 28, 2021, respectively.

~~Voting Rights~~~~. The Series C Preferred Stock have no voting rights on general matters to come before the stockholders~~27

Table of ~~the Company; however, the Company is prohibited from undertaking any of the following actions without the approval of a Majority In Interest:~~Contents

~~(a) Increasing or decreasing (other than by redemption or conversion) the total number of authorized shares of Series C Preferred Stock;~~

~~(b) Re-issuing any shares of Series C Preferred Stock converted pursuant to the terms of the Series C designation;~~

~~(c) Effecting an exchange, reclassification, or cancellation of all or a part of the Series C Preferred Stock;~~

~~(d) Effecting an exchange, or creating a right of exchange, of all or part of the shares of another class of shares into shares of Series C Preferred Stock;~~

~~(e) Issuing any shares of Series C Preferred Stock other than pursuant to the Axion Exchange Agreement;~~

~~(f) Altering or changing the rights, preferences or privileges of the shares of Series C Preferred Stock so as to affect adversely the shares of such series; or~~

(g) Amending or waiving any provision of the Company’s articles of incorporation or bylaws relative to the Series C Preferred Stock so as to affect adversely the shares of Series C Preferred Stock in any material respect as compared to holders of other series of shares.

~~Redemption Rights~~~~. The Series C Preferred Stock does not have any redemption rights.~~

Share Repurchase Transactions

During the ~~nine months~~quarters ended ~~November 30,~~May 31, 2021 and May 31, 2020, ~~and 2019,~~ there were no repurchases of the Company’s common stock by Monaker.

Common Stock

During the ~~nine months~~quarter ended ~~November 30, 2020,~~May 31, 2021, the following shares of common stock ~~and other securities~~ were ~~issued and granted:~~issued:

▪●

~~On March 2, 2020,~~In the quarter ended May 31, 2021, the Company issued ~~41,250~~218,114 of common stock related to the exercise of warrant agreements valued at $423,800.

●

In the quarter ended May 31, 2021, the Company issued 206,250 shares of ~~restricted~~ common stock to ~~several directors~~members of the ~~Company,~~Board of Directors in consideration for services rendered to the Board ~~during the quarter ended February 29, 2020,~~ valued at ~~$79,082.~~$646,388.

▪●

On March 9, 2020, the Company issued 140,000 shares of restricted common stock to several consultants, valued at $254,800, for investor and public relations services, and digital marketing 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.

▪

~~On June 9, 2020, the Company issued 41,250 shares of restricted common stock to the Directors of the Company, in consideration for services rendered to the Board during~~In the quarter ended May 31, ~~2020, valued at $58,575.~~

▪

~~On June 22, 2020,~~2021, the Company issued ~~10,000~~147,000 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~~consulting and investor relations services ~~rendered.~~rendered valued at $387,450.

▪●

~~On July 27, 2020,~~In the quarter ended May 31, 2021, the Company issued ~~1,000,000~~385,000 shares of common stock for related business and investment acquisition activities 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.~~$930,458.

▪●

~~On August 10, 2020,~~In the quarter ended May 31, 2021, the Company issued ~~80,000~~17,500 shares of ~~restricted~~ common stock ~~to several consultants,~~as a bonus for an executive of the Company valued at ~~$178,408, for investor and public relations services rendered.~~$62,825.

▪●

~~On September 8, 2020,~~In the quarter ended May 31, 2021, the Company issued ~~60,000~~3,714,500 shares of ~~restricted~~ common stock ~~to several employees,~~in an underwritten public offering valued at ~~$145,200, for services rendered.~~

▪

On September 8, 2020, the Company issued 41,250 shares of restricted common stock to several Directors of the Company, in consideration for services rendered to the Board during the quarter ended August 31, 2020, valued at $99,825.

▪

~~On October 9, 2020, the Company issued 1,500 shares of restricted common stock to a consultant, valued at $3,315, for general consulting services rendered.~~

▪

~~On November 6, 2020, the Company issued 36,500 shares of restricted common stock to several consultants, valued at $68,280, for investor relations and general consulting services rendered.~~

▪

~~On November 16, 2020, the Company issued 200,000 shares of restricted common stock to Morton, valued at $428,000, pursuant to the terms of the Longroot SPA.~~

▪

~~On November 19, 2020, the Company issued 10,000 shares of restricted common stock to a consultant, valued at $24,000, for marketing services rendered.~~$9,286,250.

The Company issued the initial payment of $500,000 to IDS as per the settlement agreement during the three months ended May 31, 2021 in consideration for the first transfer of 344,400 shares to be repurchased. As of the filing date, the transfer of shares has not yet been completed.

The Company had ~~14,811,089~~23,454,203 and ~~13,069,339~~18,765,839 shares of common stock issued and outstanding ~~as of November 30, 2020~~at May 31, 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.

~~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 then outstanding 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.

On November 16, 2020, in connection with the closing of the Axion Share Exchange Agreement, the Company granted Cern One, a warrant to purchase 1,914,250 shares of the Company’s common at an exercise price of $2.00 per share (the “~~Creditor Warrants~~”), which is only exercisable upon the occurrence of certain events, including the approval of such issuance by the stockholders of the Company. The Creditor Warrants vest on the later of (a) the date the Series B Preferred Stock and Series C Preferred Stock convert into common stock and 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 (the “~~Vesting Date~~”), provided that such Vesting Date must occur before November 16, 2021, or the Creditor Warrants will terminate. The Creditor Warrants have a term ending on the second anniversary of the Vesting Date.

The following table sets forth common stock purchase warrants outstanding as of ~~November 30, 2020~~May 31, 2021, and February ~~29, 2020,~~28, 2021, and changes in such warrants outstanding for the ~~nine months ended November 30, 2020:~~quarter ending May 31, 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		1,923,850		$	2.00			161,900		$	2.00
Warrants exercised/forfeited/expired		(100,320	)	$	(3.30	)		(225,400	)	$	(2.00	)
Outstanding, November 30, 2020		3,170,921		$	2.48
Outstanding, May 31, 2021								2,982,421		$	2.45
Common stock issuable upon exercise of warrants		3,170,921		$	2.48			2,982,421		$	2.45

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.

Table of Contents

At ~~November 30, 2020,~~May 31, 2021, there were warrants outstanding to purchase ~~3,170,921~~2,982,421 shares of common stock with a weighted average exercise price of ~~$2.48~~$2.45 and a weighted average remaining life of ~~1.59~~1.00 years.

~~Related Party Transactions~~During the quarter ended May 31, 2021, the Company granted:

~~Dividends~~● warrants to purchase 161,900 shares of common stock in ~~arrears on the previously outstanding Series A Preferred Stock~~connection with subscriptions for shares ~~totaled $1,102,066 as~~ of November 30, 2020 and February 29, 2020. These dividends will only be payable when and if declared by the Board. The dividends are owed to Donald P. Monaco, our Chairman, and William Kerby, our CEO and a director.common stock.

Note 812 – 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 $6,224, $17,499 $18,862, $19,243, $19,635, $20,037, and ~~$6,243, respectively per month.~~

The office lease described above terminated early on March 31, 2018, at the request of the landlord, without penalties to the Company. The Company entered into a new contract for new office space encompassing approximately 2,500 square feet at 2893 Executive Park Drive Suite 201, Weston, Florida 33331. The lease has a term of three years from April 15, 2018 through April 14, 2021. Monthly rental costs for the periods ending April 14, 2019, 2020 and 2021 are $6,243, $6,492 and $6,781,$20,450, 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 ~~November 30, 2020, August~~May 31, ~~2020~~2021 and May 31, 2020 was ~~$16,855, $33,628~~$18,671 and ~~$19,447,~~$35,833, respectively. The Company recorded operating lease Right-to-Use asset of ~~$15,843~~$1,257,820 along with current operating lease liability of ~~$16,362 and long-term operating lease liability of $0~~$1,257,820 as of ~~November 30, 2020.~~May 31, 2021.

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

Current Long Term
For the year ended
2021 2022 Total
Leases $ 20,342 $ 1,471 $ 21,813
Insurance 8,946 7,288 16,234
Other 2,025 8,100 10,125
Totals $ 31,313 $ 16,859 $ 48,172

	Current		Long Term
	FYE 2022		FYE 2023		Totals
Office Leases	$	56,320	$	209,629	$	265,949
Insurance and Other		55,917		55,917		111,833
Totals	$	112,237	$	265,546	$	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

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 of $1,900,000, which was considered the $1,200,000 value of the~~restricted common stock portion of the purchase price and was also meant to guaranty the payment of the balance of $700,000. The Company contends that the obligation to pay the $700,000 was extinguished with the conversion of the Monaker Series D Preferred Stock shares into shares of common stock. The date for arbitration has not been set and the Company will vehemently defend its position.(the “IDS Shares”) valued at $2.50 per share, or $4,920,000 in aggregate.

~~The Company is unable to determine the estimate~~29

Table 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 November 30, 2020, there has been no further update on the arbitration.Contents

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 defendants subsequently filed various counterclaims against the Company.

The complaint was filed ~~as a result~~because of IDS’s failure to deliver ~~the intellectual property assets which the Company purchased pursuant to~~certain components of the IP ~~Purchase Agreement (the “~~IP Assets,~~”),~~ certain other actions of IDS and the other of the defendants which the Company ~~alleges constitutes fraud and to seek~~alleged constituted fraud. The Company sought to unwind the IP Purchase Agreement and ~~provide~~sought damages tofor 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 suit against the Company. In response to such letter, the ~~Board~~board of ~~Directors~~directors empowered the governance committee to conduct an internal investigation into the ~~claims, which investigation is ongoing. Management~~claims. The results of the ~~Company believes~~investigation, conducted by several law firms, were presented to the ~~claims are meritless.~~Board and the Board concluded that no fraudulent activities occurred. The investigation concluded in October 2020.

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. Mediation is scheduled for February 3rd and a three day hearing is scheduled for the week of February 15^th.

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 have been timely paid pursuant to the terms of the settlement.

The remaining parties to the litigation subsequently attempted to mediate their 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. After the quarter end, the necessary documentation to affect the transfer of the first 344,400 shares of common stock back to the Company was received and is being processed.

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Axion Claim

On January 15, 2021, Axion Ventures, Inc., filed a civil claim in the Supreme Court of British Columbia, against J. Todd Bonner, Nithinan Boonyawattanapisut, the Company, William Kerby, our 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. Axions’ 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 Monaker, 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.

Note 913 – 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.

The Company has ~~one~~two operating ~~segment~~segments consisting of (i) NextTrip and Maupintour which have various products and services related to its ~~online marketplace of~~technology solutions platforms related to travel marketplaces, and (ii) Longroot Thailand operates ICO Portal Platform where applicable investors are able to sign up and invest in available ICOs, and issuers can issue tokens and list information related ~~logistics including~~to their offerings. The travel related services include destination tours / activities, accommodation rental listings, hotel listings, air and car rental. The Company’s chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level.

For the three months ended May 31, 2021	NextTrip			Longroot			Total
Sales	$	10,734		$	—		$	10,734
Net loss	$	(7,332,556	)	$	(169,180	)	$	(7,501,736	)

For the three months ended May 31, 2020	NextTrip			Longroot		Total
Sales	$	7,874		$	—	$	7,874
Net loss	$	(2,048,947	)	$	—	$	(2,048,947	)

There were no reconciling or inter-company items between segments.

Sales	2021		2020
United States	$	10,734	$	7,784
Non-United States		—		—
	$	10,734	$	7,784

Long-lived Assets	2021		2020
United States	$	12,389,132	$	13,095,402
Non-United States		2,577,705		—
	$	14,966,837	$	13,095,402

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Note 1014 – Subsequent Events

~~The Company has evaluated subsequent events occurring after the balance sheet date and has identified the following:~~Soma Innovation Lab Joint Venture

On ~~December 1, 2020,~~March 8, 2021, the Company ~~made~~entered into a ~~payment~~Joint Venture Agreement with Soma Innovation Lab (“Soma”). Pursuant to the agreement, the parties agreed to form a joint venture for designing hyper-personalized experiences for targeted gamers. The agreement requires us to provide Soma the use of ~~$1,196,030~~the HotPlay technology, assuming we acquire ownership of such technology because of the closing of our pending Share Exchange Agreement with HotPlay and its stockholders, which technology is owned by HotPlay, and that we would issue the principals of Soma 72,000 shares of restricted common stock (valued at $180,000), of which $45,000 was earned immediately and the remaining shares will be earned at the rate of 6,000 per month. Pursuant to ~~National Bank~~the agreement, Soma agreed to ~~satisfy~~provide us use of an email client list and other services. The joint venture is owned 50/50 between us and Soma, with net profits/revenues paid pursuant to the same 50/50 split. In the event the joint venture achieves revenue more than expenses and the Company recovers the $180,000 value of the shares, then we agreed to issue Soma a bonus of 50,000 shares of restricted common stock. The joint venture (and agreement) each have a term of two years. The Company also agreed to use Soma for certain work to be performed on its websites and travel magazine and agreed to pay Soma $75,000 per month ($225,000 in aggregate) for such work, payable by way of the issuance of 90,000 shares of restricted common stock. As of May 29, 2021, a total of 108,000 of the shares due to Soma have been issued, and a total of 54,000 shares are potentially due pursuant to the terms of the agreement discussed above. As not all the closing conditions had been satisfied, for accounting purposes, and as such, this transaction has not closed to date. We anticipate it will close within the 2^nd quarter of fiscal 2022.

Streeterville Note Payable

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 ~~line~~November 2020 Streeterville Note effective as of ~~credit which consisted~~April 30, 2021, and the remaining $506,085 of ~~$1,192,716 of principal and $3,313 of accrued interest (which line of credit is described above under “~~the April 2021 Note ~~5 – Line of Credit and Notes Payable—The National Bank of Commerce (FKA: Republic Bank Line of Credit)~~”.

~~On December 1, 2020,~~Increase was only be added to the ~~Company made a payment of $800,000 under the Revolving Monaco Trust Note, including $748,069 of principal and $51,931 of interest owed thereunder (which note is described above under “Note 6 – Related Party Promissory Notes and Transactions”).~~

~~On December 1, 2020, the Company made a payment of $192,511 to Iliad to satisfy the outstanding~~ balance of the ~~Iliad~~November 2020 Streeterville Note if the Company failed to meet the November 2020 Transaction Conditions by June 30, 2021, which ~~consisted of $147,174 of principal and $45,337 of accrued interest (which note is described above under “~~November 2020 Transaction Conditions were satisfied effective on June 30, 2021. Separately, if the Company did not meet the March 2021 Note ~~5 – Line of Credit and Notes Payable—~~Transaction Conditions by June 30, 2021, the March 2021 Streeterville Note ~~Purchase Agreement: Iliad Research and Trading, L.P.”).~~would have been subject to the June 2021 Note Increase.

On ~~December 7, 2020,~~June 22, 2021, the Company ~~made~~entered into an Exchange Agreement with Streeterville (the “Streeterville Exchange Agreement”), pursuant to which Streeterville exchanged $600,000 of a ~~payment~~June 2021 requested redemption of ~~$250,000~~$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.

Go Game Securities Purchase Agreement

On June 30, 2021, the Company entered into a Securities Purchase Agreement (the “Go Game SPA”) with David Ng, an individual (the “Seller”). Pursuant to ~~exercise its agreement~~the Go Game SPA, the Company agreed to acquire a 37% interest in the 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 ~~with JANIIS, Inc.~~whereby the Company can acquire additional shares of Go Game, as described in greater detail below.

The aggregate consideration to be paid for the Initial Go Game Shares is:

(1)

6,100,000 shares of a to-be-designated series of preferred stock (Series D Preferred Stock)(representing $6.1 million of value, based on an aggregate liquidation preference of $6.1 million); and

(2)

$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.

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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 Option Shares subsequent to the date of the Go Game SPA. The Go Game Option is exercisable from time to time after the date that the shareholders of the Company have approved the issuance of shares of common stock upon conversion of the Series D Preferred Stock and in connection with the Go Game Option (the “Approval Date”), and prior to January 1, 2022. The per share consideration due in connection with an exercise of 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 (b) 85% of the average of the closing prices of the Company’s common stock for the prior thirty days (the “30-Day Average”). The Seller agreed not to transfer the Option Shares from the date acquired through the exercise or expiration of the 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 ~~perpetual license~~lock-up agreement restricting any sales or transfers of ~~JANIIS’ proprietary vacation rental management software,~~any shares of common stock of the Company for a period of 18 months following the issuance date. The closing of the acquisition of the Initial Go Game Shares is subject to certain closing conditions and requirements which ~~is used by property managers to manage the property rental business.~~may not be met on a timely basis, if at all.

~~On December 8, 2020, on December 28, 2020 and on January 6, 2021,~~ HotPlay ~~advanced Monaker $350,000, $100,000 and $50,000, respectively, under~~Acquisition

As previously disclosed, to date, HotPlay Enterprise Limited (“HotPlay”) has loaned the Company $15 million pursuant to the terms of the HotPlay Exchange ~~Agreement. The advances were evidenced by~~ Agreement (collectively, the “HotPlay Convertible Notes in the amount of each advance, and an effective date as of the date of each advance. The HotPlay Convertible Notes totaled $3.0 million as of the date of this report. The HotPlay Convertible Notes are described in greater detail under “~~Note 5 – Line of Credit and Notes Payable—HotPlay Convertible Notes”, above.~~

On or around December 9, 2020, a warrant holder exercised warrants to purchase 40,000 shares of the Company’s common stock and paid the aggregate exercise price of $80,000 ($2.00) per share. The shares underlying the warrants were registered on a Form S-3 registration statement.

On December 11, 2020, the Company entered into an agreement with, and paid an implementation fee of $31,500 to, Odysseus Solutions, LLC, to license its white-label booking platform to support the Company’s launch of a cruise program in early 2021.

On or around December 11, 2020, a warrant holder exercised warrants to purchase 65,000 shares of the Company’s common stock and paid the aggregate exercise price of $130,000 ($2.00) per share. The shares underlying the warrants were registered on a Form S-3 registration statement.

Effective on December 11, 2020, the Company entered into a letter agreement with Morton, which revised the terms of the SPA. Pursuant to the letter agreement, we agreed to accelerate the payment of an aggregate of $150,000 of the $300,000 which was payable pursuant to the terms of the SPA on or prior to April 15, 2021 (which amount was promptly paid), in consideration for Morton agreeing to withdraw a prior demand he had made for the Company to file a registration statement to register the 200,000 shares of common stock previously issue to Morton pursuant to the terms of the SPA. We also agreed to file a registration statement to register the 200,000 shares no later than January 31, 2021. The SPA is described in greater detail above under “~~Note 4 – Acquisitions and Dispositions— Purchase of Longroot, Inc.~~”

~~On December 15, 2020, the Company made a payment of $450,000 to Morton pursuant to the terms of the SPA to acquire Longroot. The SPA is described in greater detail above under “Note 4 – Acquisitions and Dispositions— Purchase of Longroot, Inc.~~”

On or around December 28, 2020, a warrant holder exercised warrants to purchase 5,000 shares of the Company’s common stock and paid the aggregate exercise price of $10,000 ($2.00) per share. The shares underlying the warrants were registered on a Form S-3 registration statement.

~~On December 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”) and Aegis Capital Corp. (“Aegis”), as representatives of the underwriters name therein (the “Underwriters~~Loans”), pursuant to which HotPlay was required to have at least $15 million in cash on hand as of the ~~Company agreed to sell~~closing of such HotPlay Exchange Agreement, less amounts loaned to the ~~Underwriters~~Company. The HotPlay Loans are evidenced by Convertible Promissory Notes (collectively, the “HotPlay Notes”), which have an interest rate of 1% per annum.

The HotPlay Notes were to be automatically forgiven by HotPlay in ~~a firm commitment underwritten public offering (the “Offering”) an aggregate of 3,080,000~~the event the HotPlay Exchange Agreement was terminated in certain situations and to automatically convert into fully paid and nonassessable shares of the Company’s common stock at a ~~public offering~~conversion price of ~~$2.50~~$2.00 per ~~share. The Company also granted the underwriters a 45-day option~~share, subject to purchase up to an additional 462,000 shares of Common Stock to cover over-allotments, if any, which over-allotment option was exercised in full on January 13, 2021. The Offering closed on December 31, 2020. Kingswood and Aegis acted as the book-running managers for the Offering. The shares of common stock soldcertain limitations, 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 Securities and Exchange Commission (the “SEC”) on April 17, 2018 and declared effective on July 2, 2018 (File No. 333-224309) (the “Registration Statement~~”). The Offering was made by means of a prospectus forming a part of the effective registration statement. The Company paid the Underwriters a cash fee equal to 6% of the aggregate gross proceeds received by the Company in connection with the Offering, paid the Underwriters a non-accountable expense allowance equal to 1% of the aggregate gross proceeds received by the Company in connection with the Offering, and reimbursed certain expenses of the Underwriters. The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and Offering expenses, were approximately $8.1 million.

~~On January 4, 2021, the Company made a payment of $2,070,411 under the Revolving Monaco Trust Note, including $2,049,523 of principal and $20,888 of interest owed thereunder (described above under “Note 6 – Related Party Promissory Notes and Transactions”) to satisfy the outstanding balance thereof.~~

On January 4, 2021, the Company made a payment of $188,061 to Sunrise Sawgrass LLC for a security and rent deposit related to 5,952 rentable square feet of new office space for which occupancy will commence no later than April 1, 2021. The lease agreement, which was signed on December 24, 2020, will become the Company’s new corporate office located at 1560 Sawgrass Corporate Parkway Suite 130, Sunrise, Florida 33323, and will expire on the last day of the 89^th month following the commencement date. The current office space lease at 2893 Executive Park Dr, Suite 201, Weston, Florida 33331 will not be renewed. Monthly rent under the lease increases each year during the term of the lease, from between $11,160 per month (for the first year of the lease), to $13,734 during the last year of the lease term, provided that no rent is due for the first five months of the lease term.

On January 5, 2021, the Company, through Longroot, subscribed to purchase an additional 100 shares of Longroot Cayman, in consideration for $1 million. The subscription was made pursuant to certain pre-emptive rights set forth in a shareholders’ agreement entered into between the shareholders of Longroot Cayman and brought Longroot’s ownership of Longroot Cayman up to 75%.

Currently Longroot owns an approximate 36.75% indirect interest in Longroot Thailand, due to its ownership of 75% of Longroot Cayman, which in turn owns 49% of Longroot Thailand (75% x 49% = 36.75%)), provided that Longroot Cayman controls 90% of Longroot Thailand’s voting shares and therefore effectively controls Longroot Thailand.

~~On January 6, 2021, the Company, HotPlay and the HotPlay Stockholders entered into a Third Amendment to Share Exchange Agreement (the “Third HotPlay Amendment”), which amended~~event the HotPlay Exchange Agreement ~~to:~~

~~● Fix~~was terminated in certain other situations. The HotPlay Notes were automatically forgiven by HotPlay as intracompany loans upon the ~~number~~closing of ~~shares of Monaker common stock issuable to the HotPlay stockholders at the Closing at 52,000,000 shares of common stock;~~

~~● Extend the date by which~~ the HotPlay Exchange Agreement, ~~is required to be completed until February 28,~~effective on June 30, 2021 ~~(from December 31, 2020);~~.

~~● Allow Monaker~~Pursuant to the ~~ability~~HotPlay Exchange Agreement, the HotPlay Stockholders agreed to ~~issue (a)~~exchange 100% of the outstanding capital shares of ~~common stock or options to employees, consultants, officers or directors~~HotPlay (making HotPlay a wholly-owned subsidiary of the Company ~~pursuant to any stock or option plan duly adopted for such purpose, by a majority~~following the closing of the ~~non-employee members~~transactions contemplated therein) for 52 million shares of the ~~board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered~~Company’s common stock (the “HotPlay Shares”), subject to the Company and (b) securities issued upon the exercise or exchange of or conversion of any securities outstanding on the date of the agreement, without the prior consent of HotPlay or the HotPlay stockholders and further allow for additional securities of Monaker to be issued prior tovarious closing ~~with~~conditions, including the approval of ~~HotPlay or Red Anchor;~~

~~● Provide for HotPlay and the HotPlay Stockholders to approve all~~such transactions ~~of Monaker which were disclosed in its Securities and Exchange Commission filings from the date of the original HotPlay Exchange Agreement, through the date of the Third HotPlay Amendment;~~

● Provide for there to be eight members of the board of directors at closing (provided that the parties have since agreed informally to increase such number of directors to nine), with four appointed by HotPlay, two appointed by Monaker, and two (now three pursuant to the agreement of the parties) appointed mutually by Monaker and HotPlay; and

~~● Allow for Monaker to enter into agreements and take actions outside of the ordinary course of business through the closing date with the prior consent of HotPlay.~~

On January 6, 2021, the Company, the Axion Stockholders and the Axion Creditors entered into a First Amendment to the Amended and Restated Share Exchange Agreement, which amended the Amended and Restated Share Exchange entered into between the Company, the Axion Stockholders and the Axion Creditors, to:

~~● correct certain errors originally included in the Axion Share Exchange Agreement, regarding the ownership of certain shares of Axion which were exchanged~~ by the ~~Axion Stockholders party thereto, and to correct the allocation of the shares of Series B Preferred Stock issuable to certain of the Axion Stockholders in connection therewith;~~

~~● provide for the assignment of various shares of Series B Preferred Stock between certain of the Axion~~ stockholders to correct the allocations of the Series B Preferred Stock between such stockholders, based on the pro rata issuance of such shares in exchange for the shares of Axion held by such Axion stockholders on the effective date of such Axion Share Exchange Agreement;

~~● remove Uniq Other Vendors as an Axion Stockholder (and Series B Preferred Stockholder), from such Axion Share Exchange Agreement;~~

● allow for the parties to mutually determine to not transfer record ownership of the shares of Axion which the Company acquired pursuant to the Axion Share Exchange Agreement to the Company and that the parties can instead enter into an agreement providing the Company voting and economic rights to such shares, until such time, if ever, as the Company determines it is in its best interests to affect such transfer of record ownership of such shares; and

~~● agree to the amendment and restatement of the Series B Preferred Stock~~ of the Company ~~as discussed below.~~

~~Also~~(which approval was received on ~~January 6, 2021, stockholders holding a majority~~April 7, 2021) and the approval of The NASDAQ Capital Market for the continued listing of the outstanding shares of Series B Preferred Stock of the Company approved an amendment and restatement of the designation of the Series B Preferred Stock, which was previously approved by the board of directors of the Company on December 14, 2020, and which amended and restated designation was filed with the Secretary of State of Nevada on January 8, 2021, which amended the Series B Preferred Stock to fix the number of shares ofCompany’s common stock ~~issuable upon conversion~~following the closing of ~~the Series B Preferred Stock at 7,417,700 shares of Monaker common stock.~~

On January 6, 2021 and January 14, 2021, the Company made payments of $1,540,000 and $231,000 respectively, under the Streeterville Note, which payment was required pursuant to the terms of such note (as a required prepayment thereof, and in connection with a 10% penalty thereon), in connection with the Company’s underwritten offering. The Streeterville Note is described in greater detail under “~~Note 5 – Line of Credit and Notes Payable—Note Purchase Agreement: Streeterville Capital, LLC~~”.

~~Effective on January 12, 2021, Monaker, NextTrip Holdings, LLC, a newly formed Florida limited liability, which is wholly-owned by Monaker (“NextTrip”), HotPlay, and the HotPlay Stockholders, entered into a Subsidiary Formation and Funding Agreement (the “Formation and Funding Agreement”). The entry into the Formation and Funding Agreement was a required condition to closing~~ the HotPlay Exchange Agreement, which required that Monaker transfer all of its pre-existing operations into a newly formed, wholly-owned subsidiary and that Monaker execute an agreement acceptable in form to Monaker and the principal HotPlay Stockholder providing for the operations of NextTrip, including governance and funding requirements associated therewith.approval was subsequently received.

~~According to~~We closed the ~~Formation and Funding Agreement, Monaker agreed, prior to the closing date~~acquisition of HotPlay contemplated by the HotPlay Share Exchange ~~to transfer all of the assets, operations, material agreements, employees, and goodwill of Monaker relating to travel operations and business (collectively, the “travel operations~~”) to NextTrip to insulate the travel operations from the remainder of Monaker’s post-closing operations and allow for Monaker’s pre-closing management to continue to manage the travel operations post-closing pursuant to the terms of the NextTrip operating agreement (defined below). The Formation and Funding Agreement also provides for all North American payroll for Monaker’s travel operations to be paid through, and run by, NextTrip.

The Formation and Funding Agreement also requires Monaker (which at that time will have acquired 100% ownership of HotPlay), to transfer, within five (5) business days of the closing, no less than $5.8 million (less pre-closing advances (defined below)) of the cash heldeffective on ~~the books of HotPlay at the time of closing to NextTrip~~June 30, 2021 (the “~~initial advance~~Closing”). The initial advance will be available for use by NextTrip to retire debt of NextTrip (and/or debt of Monaker), fund operations, further develop the travel operations, and for such other purposes which are approved by the Board of Managers of NextTrip. “~~Pre-closing advances” means the aggregate amount~~52,000,000 shares of the Company’s common stock due to the HotPlay ~~loans. The initial advance shall not be a loan, but shall instead be deemed a capital contribution from Monaker to NextTrip.~~

~~The Formation and Funding Agreement also requires Monaker to advance an additional $10 million to NextTrip in 2021, pursuant to a mutually agreed-upon schedule of advances (the “subsequent advances”, and together~~Stockholders were issued effective June 30, 2021. In connection with the ~~initial advance, the “advances”). The subsequent advances shall similarly not be a loan, but shall instead be deemed further capital contributions by Monaker to NextTrip.~~

Additionally, as a separate requirement from the requirement to make the advances, Monaker is required to continue to fund all NextTrip expenses and operations, for so long as Monaker owns at least 50% of NextTrip, provided that NextTrip stays within 130% of a budget approved by the Board of Managers of NextTrip on an annual (calendar year) basis (the “~~budget threshold~~”). In the event NextTrip exceeds the budget threshold in any calendar year, Monaker shall not be required to fund more than the budget threshold in such calendar year, but shall be required to fund the approved budget (in an amount of up to the then applicable budget threshold) in subsequent calendar years. Monaker is also required to promptly pay for, or reimburse NextTrip for (at the option of NextTrip), all legal, audit, insurance, employee, administrative work, and other expenses paid or incurred by NextTrip on behalf of Monaker.

~~Under the Funding and Formation Agreement, NextTrip is required to assume all~~closing, we acquired 100% of the ~~contractual and other obligations and liabilities~~outstanding capital shares of Monaker incurred before closing, provided that if such formal assumption is deemed too difficult or impracticable by NextTrip, or such formal assumption would trigger any defaults, required consents, or would be subject to any prerequisites, insteadHotPlay (making HotPlay a wholly-owned subsidiary of ~~formally assuming such obligations, NextTrip is required to pay such obligations as they come due and according to their terms (as such may be amended and modified from time to time)~~the Company).

~~Additionally, if Monaker’s currently pending lawsuit with IDS, Inc. (“IDS”), results in IDS returning the 1,968,000 shares of restricted common stock of Monaker which were originally issued to IDS in August 2019 (the “IDS Shares~~”), NextTrip shall, with the approval of the Board of Directors of Monaker, which shall not be unreasonably withheld or delayed, be able to use, and have issued for its benefit, such number of shares of Monaker for acquisitions and strategic transactions which benefit NextTrip and the travel operations, at the request of the NextTrip Board of Managers.

Finally, the Funding and Formation Agreement provided that NextTrip was required, before the closing, to adopt an operating agreement, which is discussed below, and which was adopted on January 11, 2021.

~~On January 11, 2021, Monaker, as sole-owner of NextTrip adopted the Operating Agreement of NextTrip (the “operating agreement”).~~ The operating agreement sets forth the framework for the governance and operation of NextTrip. The operating agreement includes standard representations and warranties of members of NextTrip, customary indemnification and confidentiality obligations, and other customary and standard terms relating to the governance of limited liabilities companies.

~~The operating agreement provides for a three-person Board of Managers (“Board of Managers~~”) who manage NextTrip. Of those three members, two of such members are appointed by William Kerby and Donald P. Monaco, the current Chief Executive Officer and director and Chairman of the board of directors of NextTrip, and one of the members of the Board of Directors is selected by Monaker. Such designees can remove the managers they can appoint, replace such members from time to time in their discretion, and choose which persons fill vacancies created on the Board of Managers (to the extent such vacancies relate to positions they have authority to fill).

~~The initial members of the Board of Managers of NextTrip are (1) Mr. Kerby, (2) Mr. Monaco, and (3) J. Todd Bonner, a director of HotPlay.~~

The Board of Managers are tasked with creating a budget for NextTrip from time to time, but at least annually. The Managers have authority, without member approval, to have full, complete, and exclusive authority to manage and control the business, affairs, and properties of NextTrip, which includes, among other things, the ability to operate NextTrip and to enter into agreements and contracts, open and maintain bank accounts, borrow money, take actions in connection with the operation of NextTrip’s business, acquire, sell and operate properties and assets, obtain insurance, incur legal and other fees, employ employees and consultants, make expenditures and undertake other decisions or acts.

Member approval is required however if the Board of Managers desires to take certain material transactions affecting NextTrip, including to (a) amend the operating agreement or the Articles of Organization of NextTrip; (b) change the character of the business of the company; (c) sell all or substantially all of NextTrip’s assets; (d) mortgage or encumber all or substantially all of NextTrip’s assets; (e) undertake any action that would make it impossible for NextTrip to carry on its business, subject to certain limited exceptions; (f) approve any transaction with any affiliate of NextTrip other than arm’s length terms; (g) make any expenditure greater than $50,000, which is not outlined in an approved budget; or (h) confess a judgment against NextTrip.

Mr. Kerby serves as the Chief Executive Officer of NextTrip, and has the authority to appoint employees of NextTrip, and set forth their positions and salaries with NextTrip, and to further provide for the bonuses payable to such persons, provided that such compensation and bonuses do not exceed more than $500,000 in aggregate.

The operating agreement also provides that the Board of Managers, in their sole discretion, subject to applicable law, and advice of counsel, may determine that it is in the best interests of NextTrip to spin-off the membership interests of NextTrip held by Monaker to Monaker’s stockholders (a “spin-off” and a “spin-off determination”). In the event of a spin-off determination, the board of directors of Monaker is required to hold a Special Meeting of the board of directors to discuss such spin-off determination (the “spin-off meeting”), and whether or not such spin-off determination is in the best interests of Monaker and its stockholders. Notwithstanding the foregoing, it is to be presumed that such spin-off is in the best interests of Monaker and its stockholders. In the event the board of directors determines not to move forward with a spin-off, the Board of Managers may make additional spin-off determinations in the future, subject to the obligation of the board of directors of Monaker to approve such spin-offs. If the board of directors of Monaker determines to move forward with the spin-off, the spin-off will proceed according to applicable law, and if necessary, NextTrip will convert into a corporation prior to, or in connection with, such spin-off. Notwithstanding the rights of the Board of Managers above, neither Monaker, NextTrip, or the Board of Managers have any present intention to affect a spin-off of NextTrip.

Additionally, if the board of directors of Monaker has determined to proceed with a spin-off, the number of authorized membership interests of NextTrip are automatically increased by 33%, after which time the Board of Managers are authorized to issue additional membership interests of NextTrip to managers, officers, management, employees, or consultants of NextTrip, in their sole discretion, in consideration for services rendered or to be rendered.

~~The operating agreement may only be amended with the majority approval of the Board of Managers and the unanimous approval of the members (i.e., Monaker).~~

~~Monaker does not anticipate transferring its operations to NextTrip until right before the~~ closing of the HotPlay ~~Share~~ Exchange Agreement also triggered the automatic conversion of the Company’s outstanding Series B Convertible Preferred Stock and ~~currently NextTrip has no assets or operations.~~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.

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Reinhart Interactive TV AG and Zappware N.V. Acquisition

On January 15, 2021, the Company entered into a Founding Investment and Subscription Agreement (the “Investment Agreement”) with Reinhart Interactive TV AG, a company organized in Switzerland (“Reinhart”), and Jan C. Reinhart, the founder of Reinhart ~~(��~~(“Founder”) as described in more detail in “Note 5 – Advances for Investments”.

The Investment Agreement ~~contemplates~~contemplated the Company acquiring 51% of the ownership of Reinhart, in consideration for ~~a capital contribution of~~ 10,000,000 Swiss Francs (approximately ~~$11.2 million)~~$10.8 million US), of which it is contemplated that one-half (approximately $5.6 million), will be paid in cash and one-half will be paid in restricted shares of the Company’s common stock (valued at approximately $5.6 million). The closing of the transactions contemplated by the Investment Agreement iswas to take place on April 1, 2021, or earlier if the conditions to closing ~~are~~were earlier satisfied. Conditions to closing ~~include~~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 ~~includes~~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 the transaction. Additionally, in the event we ~~fail~~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.

~~Reinhart is~~As of June 23, 2021, all the closing conditions had been satisfied and this transaction has been completed.

Name Change and Symbol Change

On July 6, 2021, the Company filed a Certificate of Correction to the Certificate of Amendment, to correct a typographical error in the ~~business~~Certificate of providing a software-based TV and video distribution platform to telecom operators and digital content owners and providing services to telecom operators and digital content owners for user interaction design, as well as software development, deployment and support.Amendment.

In connection with ~~our entry into~~ the ~~Investment Agreement, we entered into a Founding Shareholders’ Agreement with~~Name Change, the ~~Founder setting forth certain rules for~~Company’s common stock, par value $0.00001 per share (the “Common Stock”), began trading on the ~~governance and control~~Nasdaq Capital Market under the new ticker symbol “NXTP,” effective as of ~~Reinhart.~~

the opening of trading hours on July 9, 2021 (the “Symbol Change”). The new CUSIP number of the Common Stock is 65344G102.

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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 “Annual Report~~”). In addition to historical information, the following discussion contains forward- looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward-looking statements by using words such as “~~anticipate,” “believe,” “intends,~~” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks including, but not limited to, those set forth in our Annual Report.

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 “Part I - Financial Information - Item 1. Financial Statements”.

Our logo and some of our trademarks and tradenames are used in this Report. This Report ~~contains statements~~also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to 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 ~~are, or may be considered~~ to be “~~forward-looking statements”, within~~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 ~~meaning~~accuracy or completeness of such information. We are responsible for all of the ~~Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included~~disclosures contained in this Report, regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “~~may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the Securities~~ and ~~Exchange Commission or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although~~ we believe ~~that the expectations reflected~~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 ~~these forward-looking statements are reasonable, we cannot assure you that these expectations will prove~~this Report, their estimates, in particular, as they relate to ~~be correct. These forward-looking statements~~projections, involve numerous assumptions, are subject to ~~certain known and unknown~~ risks and uncertainties, ~~as well as assumptions that~~and are subject to change based on various factors, including those discussed under, and incorporated by reference in, the section entitled “Item 1A. Risk Factors” of this Report. These and other factors could cause ~~actual results~~our future performance to differ materially from ~~those reflected in these forward-looking statements. Readers are cautioned not~~our assumptions and estimates. Some market and other data included herein, as well as the data of competitors as they relate to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons actingNextPlay Technologies, Inc., is also based on our ~~behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.~~good faith estimates.

~~You should read~~Unless the ~~matters described in~~context requires otherwise, references to the “~~Risk Factors~~Company,” “we,” “us,” “our,” and ~~the other cautionary statements made in this Report,~~“NextPlay” refer specifically to NextPlay Technologies, Inc., formerly Monaker Group, Inc. and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.its consolidated subsidiaries.

~~Critical Accounting Policies~~In addition, unless the context otherwise requires and ~~Estimates~~for the purposes of this report only:

●

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

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 November 30, 2020, there had been no material changes to any of the critical accounting policies contained therein.

●

“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.

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)~~(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.Monakergroup.com.~~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.

~~Definitions:~~

~~Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Monaker” and “Monaker Group, Inc.~~” refer specifically to Monaker Group, Inc. and its consolidated subsidiaries including Extraordinary Vacations USA, Inc. (100% interest), NextTrip Holdings, Inc. (100% interest) and Longroot, Inc. (100% interest).

~~In addition, unless the context otherwise requires and for the purposes~~Summary 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 information should be read~~The Information Contained in conjunction with the 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 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~~Our Management’s Discussion and ~~otherwise defined below, have~~Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the ~~meanings given to such terms in the footnotes to our~~accompanying consolidated financial statements ~~included above under “~~and notes to assist readers in understanding our results of 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.

	●	Recent Material Events. A summary of certain recent material events affecting the Company.

	●	Results of Operations. An analysis of our financial results comparing the three months ended May 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.

~~Part I - Financial Information - Item 1. Financial Statements~~Table of Contents“.

●

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

In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the global vacation rental industry and/or market for cryptocurrencies 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.,~~The Company is an innovative technology company that is building next generation solutions to power the travel, gaming, and cryptocurrency industries. We believe the most promising part of our business plan is our ability to achieve shareholder value through acquisition and organic growth that presents new opportunities in the leisure space and strengthens our existing technology platforms.

Through our subsidiaries NextTrip and Maupintour (soon to be rebranded as NextTrip Journeys), we provide travel technology solutions with a primary emphasis on alternative lodging rental (ALR) properties. Our proprietary Booking Engine, branded as NextTrip ConNextions, provides travel distributors access to a sizeable inventory of ALR properties allowing them to combine ALR with traditional components of travel (Air, Car, Cruise, etc.).

Our industry-leading platform assists 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~~the Company’s ALRs, also commonly referred to as Vacation Rentals are:

Controlled by Property Management Companies. This is a key point of differentiation for ~~Monaker,~~the Company, 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~~the Company’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.

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.

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

~~Monaker B2B~~Company’s business-to-business (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 connecting to ~~Monaker’s~~the Company’s Booking Engine, travel distributors can sell ALR inventory alongside their existing travel products (i.e., Air/Car/Hotel/Cruise/Tour bookings). This solves a key issue by allowing the customers of traditional travel distributors to complete their entire vacation package booking on their website versus forcing them to go to an ALR website and potentially lose the entire booking.

~~Monaker’s~~ Direct to Consumer Websites

~~Monaker~~The Company has established a direct-to-consumer presence though a number of websites.

These sites include NextTrip.com, our corporate travel management platform focused on small to medium-sized business, that provides companies the ability to book travel, manage travel expenses, and process employee expense reports. A differentiating feature of our NextTrip.com solution is the ability for corporate travelers to book ALR properties as part of their travel itinerary. ~~Our~~Beyond access to our ALR inventory, Maupintour.com ~~marketplace~~(soon to be rebranded as NextTrip Journeys), provides ~~luxury,~~ personalized concierge tours and activities at destinations ~~as well as~~around the ~~ability to book ALR properties.~~world. Our online marketplaces are discussed in greater detail below.

~~Monaker~~The Company identifies and sources ALR properties which it consolidates through its Monaker Booking Engine, allowing for instantly bookable properties being packaged alongside other travel products; this is its distinguishing niche. The ALRs are owned and leased by third parties and are available to rent through ~~Monaker’s~~the Company’s websites as well as through other distributors. ~~Monaker’s~~The Company’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~~the Company 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~~36

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The Company 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 December 2020, the Company introduced its new corporate travel platform under the NextTrip brand. This platform allows our users to search large travel suppliers of alternative lodging inventories and combine ALR with their air and car booking.

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~~is planned to occur through the Company’s own websites at ~~NextTrip.com~~Maupintour.com (soon to be rebranded as NextTrip Journeys) and ~~Maupintour.com.~~NextTripbusiness.com. Additionally, we ~~will be~~anticipate offering high end ALR products along with specialty travel products and services via ~~Maupintour.com,~~NextTripjourneys.com, targeting high value inventory to customers with complex or high-end travel ~~needs.~~needs, upon its launch which is scheduled for August 2021.

~~Monaker’s~~The Company’s core holdings are planned to be streamlined by this summer into four key platforms being; the Monaker Booking Engine (MBE), branded as NextTrip ConNextions, Nexttripbusiness.com, NextTrip.com, and Maupintour.com, which will be rebranded as NextTripjourneys.com, and TravelMagazine.com.

The Monaker Booking Engine (MBE), branded as NextTrip ConNextions is the Company’s proprietary technology and platform providing access to more than ~~3.4~~3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. This ALR product can be accessed by other travel distributors using the Company’s API.

~~NextTrip.com~~

NextTripbusiness.com is targeted at small to midsized businesses offering them a customized travel solution for business travel to meetings, conferences, conventions or even vacation travel and gives the companies lower costs, better expense control and in the future the option for a “self-branded” website. The website is expected to be completed and operational in August 2021.

Maupintour, ~~complements the Nextrip.com offerings by providing~~soon to be rebranded as NextTrip Journeys (NextTripJourneys.com), is expected to be our primary consumer website where travel services and products are booked. The travel services and products currently include airlines, hotels, car rentals, and our worldwide ALR inventory. Additionally, NextTrip Journeys offers high-end personalized land tour packages, ~~activities/attractions,~~cruise vacations, 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.

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

Cryptocurrency Portal

~~As discussed in greater detail below under “Recent Events“, on~~On November 16, 2020, the Company acquired 100% of Longroot, Inc., a Delaware corporation (“Longroot”), which in turn owned 57% of Longroot Limited, a Cayman Islands company (“Longroot Cayman”). Longroot Cayman owned 49% of the outstanding ordinary shares ~~(100%~~(with 51% of the ~~ordinary shares)~~Preferred shares owned by two Thai citizen nominee shareholders) of Longroot Holding (Thailand) Company Limited (“Longroot Thailand”), provided that Longroot Cayman controls 90% of Longroot Thailand’s voting shares and therefore effectively controls Longroot Thailand. Longroot has since increased its ownership in Longroot Cayman and currently Longroot owns an approximate 36.75% indirect interest in Longroot Thailand, due to its ownership of 75% of Longroot Cayman, which in turn owns 49% of Longroot Thailand (75% x 49% = 36.75%)), provided that Longroot Cayman controls 90% of Longroot Thailand’s voting shares and therefore effectively controls Longroot Thailand.

Longroot Thailand provides blockchain technology solutions for the fast-growing cryptocurrency marketplace. Longroot Thailand is an Initial Coin Offering (ICO) portal operator authorized and regulated under the Thai Digital Asset Business Law and licensed by the Thai Securities and Exchange Commission. Longroot Thailand provides fully regulated and licensed digital assets financing, and investment services for digital assets. This innovative business model opens the door for new digital currency financing mechanisms, and new digital investment products. ~~Monaker,~~The Company, with its indirect control over Longroot Thailand, is planning to use Longroot Thailand’s technology and digital asset capabilities to create regulated cryptocurrencies designed to allow consumers to invest in unique revenue streams in wholesale travel, real estate homes and hotels, gaming assets and digital advertising – as well as potential token and loyalty program opportunities complementary to ~~Monaker’s planned~~the Company’s gaming (with the acquisition of HotPlay) and current travel businesses.

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Travel Products and Services

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

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

RECENT EVENTS

~~Products~~HotPlay and ~~Services for Property Owners and Managers~~Axion Share Exchanges

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

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

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

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

~~Products and Services for Travelers~~

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

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

~~Travel Blog.~~ ~~Travel guides, videos and pictures as well as travel articles can be accessed through 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. Our company is Payment Card Industry (PCI) compliant to ensure the safety and security of our customer credit card data.

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

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

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

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. We now have more than 3.4 million properties listed on our booking engine.

~~Products and Services for Cryptocurrency Investors~~

~~ICO Portal.~~ Through our indirect control of Longroot Thailand, we, through Longroot Thailand, offer an ICO Portal located at Longroot.com, that provides investors a new digital investment product and gives suppliers a new digital currency financing mechanism. Monaker, through its indirect control of Longroot Thailand, is planning to use the technology and digital asset capabilities to create regulated cryptocurrencies designed to allow consumers to invest in unique revenue streams in wholesale travel, real estate homes and hotels, gaming assets and digital advertising – as well as potential token and loyalty program opportunities complementary to Monaker’s gaming (planned through the acquisition of HotPlay) and travel businesses.

~~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 received advances from HotPlay, totaling $3,000,000 as of the date of this filing, pursuant to the terms of that agreement, which are required to continue on a monthly basis through the closing date of the HotPlay Share Exchange. Additionally, as discussed below, we raised funds through an underwritten offering in December 2020, pursuant to which net proceeds to us were approximately $8.1 million. Notwithstanding that funding, in the event the HotPlay Share Exchange does not close on a timely basis, HotPlay ceases making required advances, or the HotPlay Share Exchange is 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, or to increase our ownership of Axion and/or Longroot Cayman. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies.

~~Recent Events~~

~~Axion and HotPlay Share Exchange Agreements~~

~~As disclosed~~greater detail in the Current Report on Form 8-K filed by the Company with the SEC on July 23, 2020, on July 23, 2020, the Company entered into a Share Exchange Agreement (as amended by the first amendment thereto dated October 28, 2020, as disclosed in the Current Report on Form 8-K filed with the SEC on October 29, 2020, the second amendment thereto dated November 12, 2020, as disclosed in the Current Report on Form 8-K filed with the SEC on November 18, 2020, ~~and~~ the third amendment thereto dated January 6, 2021, as disclosed in the Current Report on Form 8-K filed with the SEC on January 11, 2021, and the fourth amendment thereto dated February 22, 2021, as disclosed in the Current Report on Form 8-K filed with the SEC on February 26, 2021, the “HotPlay Exchange Agreement” and the transactions contemplated therein, the “HotPlay Share Exchange”) with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay (the “HotPlay Stockholders”). The transactions contemplated by the HotPlay Exchange Agreement are subject to certain closing conditions, including, ~~but not limited to,~~ the approval of ~~such transactions, and~~ the ~~issuance~~listing of the ~~shares of~~combined company’s common stock ~~in connection therewith, by~~on the ~~shareholders of~~NASDAQ Capital Market following the ~~Company.~~closing.

Additionally, as disclosed in the Current Report on Form 8-K filed with the SEC on November 18, 2020, 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, as disclosed in the Current Report on Form 8-K filed with the SEC on January 11, 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 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 52 million shares of the Company’s common stock (the “HotPlay Shares”), subject to various closing conditions, including the approval of such transactions by the stockholders of the Company (which approval was received on April 7, 2021) and the approval of The NASDAQ Capital Market for the continued listing of the Company’s common stock following the closing of the HotPlay Exchange Agreement, which approval was subsequently received.

We closed the acquisition of HotPlay contemplated by the HotPlay Share Exchange effective on June 30, 2021 (the “Closing”). The 52,000,000 shares of the Company’s common stock due to the HotPlay Stockholders were issued effective June 30, 2021. In connection with the closing, we acquired 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company).

Moving forward, the Company plans to continue its transition to a travel, cryptocurrency, and an in-game advertising company.

The HotPlay Exchange Agreement and the material terms thereof are described in greater detail in the Definitive Schedule 14A Proxy Statement filed by the Company with the Securities and Exchange Commission on March 4, 2021 (the “Proxy Statement”), under the heading “The HotPlay Exchange Agreement”, beginning on page 143, which information is incorporated by reference herein.

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 newly designated~~ shares of Series B Convertible Preferred Stock of the Company (the “Series B Preferred Stock”), which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the approval of such issuances by the stockholders of the Company, into an aggregate of 7,417,700 shares of Monaker common 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 ~~newly designated shares of~~ Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”), which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the approval of such issuances by the stockholders of the Company, on a one-for-one basis;; 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 ~~including~~(described below). Although the ~~approval~~Axion Share Exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of ~~such issuance~~the ownership of the Axion shares into its name, due to a Cease Trade Order issued by the ~~stockholders~~British Columbia Securities Commission, which impacts Axion.

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The closing of the ~~Company. The terms~~HotPlay Exchange Agreement triggered the automatic conversion of the Company’s outstanding Series B Convertible Preferred Stock and Series C Convertible Preferred Stock ~~are described~~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 ~~greater detail above under~~accordance with the terms of such preferred stock (the “~~Part I – Financial Statements – Item. Financial Statements – Notes to the Consolidated Financial Statements - Note 7 – Stockholders’ Equity~~Preferred Conversion”).~~“, above.~~

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 ~~later of (a) the date that of the Axion Preferred Conversion, and the~~ earlier of (i) the date the Axion Debt is fully repaid by Axion or (ii) the date that ~~Monaker~~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.

As a result of the Closing, a change of control of the Company occurred, with the former stockholders of HotPlay obtaining control over the Company. The former stockholders of HotPlay ~~Exchange Agreement can be terminated by~~and the ~~parties thereto under various circumstances, including if~~former holders of our Series B Convertible Preferred Stock and Series C Convertible Preferred Stock hold 72.6% of our 87,100,403 issued and outstanding shares of common stock following the ~~transactions contemplated thereby have not both been completed by February 28, 2021.~~Closing.

~~Following~~Specifically, in connection with the ~~closing~~Closing, and the issuance of shares of common stock of the Company in connection therewith and the Preferred Conversion, effective June 30, 2021, Ms. Nithinan Boonyawattanapisut and Mr. J. Todd Bonner, husband and wife, became the largest shareholders of the Company, beneficially owning 31,117,544 shares of common stock or 35.7% of the Company’s then outstanding common stock (through Ms. Boonyawattanapisut’s control of Red Anchor Trading Corporation, which holds 27,213,606 of such shares of record and Cern One Limited, which holds 3,562,208 shares of common stock, and an additional 314,230 shares of common stock held by Ms. Boonyawattanapisut directly and 27,500 shares held by Mr. Bonner, directly). Separately, Jwanwat Ahriyavraromp and Pornsinee Chalermrattawongz, each beneficially own the 21,966,667 shares of common stock held by Tree Roots Entertainment Group, Ltd. and the 3,533,333 shares of common stock held by Dee Supreme Company Limited, issued in connection with the Closing, due to their status as directors of such entities, which in aggregate total 29.3% of the Company’s outstanding shares of common stock following the Closing.

Effective upon the Closing of the HotPlay Share Exchange, the ~~current HotPlay securityholders are expected~~April 7, 2021, resignations of Mr. Pasquale “Pat” LaVecchia, Mr. Doug Checkeris, Mr. Rupert Duchesne, Mr. Robert “Jamie” Mendola, Jr. and Ms. Alexandra C. Zubko, which were to ~~own approximately 64.0%~~be effective upon the Closing, as previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 9, 2021, became effective and such persons were deemed to have resigned from the Board of Directors of the ~~outstanding common stock of Monaker, and the Axion Stockholders and Axion Creditors are expected to own, upon the automatic conversion~~Company. In addition, Mr. Simon Orange, a then member of the ~~outstanding Series B Shares and Series C Shares into common stock~~Board of Directors, resigned as a director of the Company ~~upon~~effective on June 30, 2021. Mr. William Kerby and Mr. Donald P. Monaco, remained as members of the ~~closing~~Board of Directors following the Closing.

In connection with the Closing of the HotPlay Share Exchange, ~~approximately 13.8%~~and pursuant to the terms thereof, the Company’s Board of Directors approved the increase in the number of directors from eight (8) to nine (9) and upon the Closing of the ~~aggregate outstanding common stock~~HotPlay Share Exchange, each of ~~Monaker, without taking into account~~Mr. J. Todd Bonner, Ms. Nithinan Boonyawattanapisut (the spouse of Mr. Bonner), Mr. Komson Kaewkham, Mr. Athid Nanthawaroon, Mr. Yoshihiro Obata, Ms. Stacey Riddell, and Ms. Carmen L. Diges were appointed to serve as members of the Board of Directors of the Company joining William Kerby and Donald Monaco who remained on the Board of Directors following the Closing.

Effective upon the Closing, the number of shares of common stock ~~issuable upon exercise~~available for future issuance under the Company’s 2021 Equity Compensation Plan (the “2021 Plan”), which was to be equal to 15% of the Creditor Warrants, with the Monaker stockholders prior to the effective date of the closing holding approximately 22.2% of the aggregate outstanding common stock of the combined company, in each case based on the currentCompany’s total outstanding shares of common stock following the Closing, was set at 13,065,060 shares of ~~Monaker.~~common stock.

Further, upon the Closing of the HotPlay Share Exchange, the Board of Directors confirmed the following appointments as executive officers of the Company:

Officer	Position
Nithinan Boonyawattanapisut	Co-Chief Executive Officer of the Company and Chief Executive Officer – HotPlay
William Kerby	Co-Chief Executive Officer of the Company
J. Todd Bonner	Chief Executive Officer – LongRoot, Inc.
Timothy Sikora	Chief Operating Officer and Chief Information Officer of Nexttrip
Sirapop “Kent” Taepakdee	Chief Financial Officer of the Company
Mark Vange	Chief Technology Officer of the Company

We previously operated solely in the travel industry. With the recent acquisition of Longroot, ~~Inc,~~ as previously discussed, we are now venturing into the cryptocurrency industry. Upon the completion of the HotPlay Exchange Agreement, the Company plans to transition its operations to those of a travel, cryptocurrency, 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 in the travel and cryptocurrency industries.

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~~July 2020 SPA Offering~~Letter of Intent to Acquire Axion shares

~~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.

~~Kingswood Capital Markets, 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).

~~HotPlay Convertible Note Advances~~

On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, on November 24, 2020, December 11, 2020, on December 28, 2020 and on January 6, 2021, HotPlay advanced Monaker $300,000, $700,000, $1,000,000, $400,000, $100,000, $350,000, $100,000 and $50,000, respectively, under the terms of the HotPlay Exchange Agreement. The advances were evidenced by convertible promissory notes (“~~HotPlay Convertible Notes”) in the amount of each advance, and an effective date as of the date of each advance.~~

The advances, and the entry into the HotPlay Convertible Notes, were required conditions to the HotPlay Exchange Agreement, pursuant to which HotPlay was required to loan us $1,000,000 on or before August 31, 2020 (provided that Monaker waived such delay in providing such initial $1,000,000 of HotPlay advances) and is required to loan us an additional $1,000,000 (each a “~~Subsequent Loan”, and such loans, the “Hotplay Loans”), on September 30, 2020, 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 (provided that Monaker has waived any delay in timely providing such amounts to date). The HotPlay Convertible Notes totaled $3.0 million as of the date of this report. The HotPlay Convertible Notes are described in greater detail in the notes to the unaudited financial statements, including above under “~~Part I – Financial Statements – Item. Financial Statements – Notes to the Consolidated Financial Statements - Note 5 – Line of Credit and Notes Payable—HotPlay Convertible Notes“, above.~~

~~Letter of Intent for Acquisition of Additional Shares of Axion~~

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 Radiant PV 1 Limited, two stockholders of ~~Axion.~~ Axion, which entity 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, wethe 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 ~~cash~~a combination of stock and ~~warrants to purchase an aggregate of 200,000 shares of common stock of the Company, with a six-month term, and an exercise price of $3.00 per share.~~cash. In connection with our entry into the Letter of Intent, we paid the sellers ~~approximately $460,000, as~~ a $500,000 non-refundable deposit towards the cash purchase price of the ~~shares.~~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 verbally agreed to extend such date. The purchase is also contingent on 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.

~~Amended Revolving Monaco Trust Note~~Reinhart Interactive TV AG and Zappware N.V. Acquisition

On ~~December 9, 2019, the Company~~January 15, 2021, we entered into ~~an Amended~~a Founding Investment and ~~Restated Promissory Note with the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company~~Subscription Agreement (the “~~Monaco Trust~~Investment Agreement”) with Reinhart Interactive TV AG, a company organized in Switzerland (“Reinhart”), inand Jan C. Reinhart, the ~~amount~~founder of ~~up to $2,700,000 (the “~~Reinhart (“~~Revolving Monaco Trust Note~~Founder”).

The ~~amount owed~~Investment Agreement contemplated the Company acquiring 51% of the ownership of Reinhart, in consideration for 10,000,000 Swiss Francs (approximately $10.8 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 the transaction. Additionally, in the 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 closed the transactions contemplated by the Investment Agreement on March 31, 2021, by paying the Founder $10.8 million in cash; however, the shares of Reinhart were not transferred to the Company until June 2021. The consideration paid to the Founder came largely from funds advanced by HotPlay pursuant to the Revolving Monaco Trust Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default). The Revolving Monaco Trust Note contains standard and customary events of default.HotPlay Notes.

~~On January 29, 2020,~~Reinhart is in the ~~Company~~business of providing a software-based TV and video distribution platform to telecom operators and digital content owners and providing services to telecom operators and digital content owners for user interaction design, as well as software development, deployment and support.

In connection with our entry into the Investment Agreement, we entered into a Founding Shareholders’ Agreement with the Founder (the “Shareholders’ Agreement”). The Shareholders’ Agreement set forth certain rules for the governance and control of Reinhart. The Shareholders’ Agreement provides that the board of directors of Reinhart will consist of five members, three of which will be appointed by the Founder and other shareholders of Reinhart, and two of which will be appointed by the Company which include William Kerby, the Company’s Chief Executive Officer, and Mark Vange, the Chief Technology Officer of HotPlay; that any material shareholder matters are required to be approved by shareholders holding at least 66 2/3% of 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 weighted average anti-dilution protection; provides for various restrictions on transfers of shares of Reinhart, including right of first ~~amendment~~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 ~~Revolving Trust Note with~~Shareholders’ Agreement to acquire the ~~Monaco Trust, to extend~~shares held by an applicable shareholder, for the ~~maturity date~~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 ~~note from February 1, 2020~~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 ~~April 1, 2020. No other changes were made to~~cure such ~~note as a result~~breach 20 days after notice thereof is provided; or (c) the employment of ~~such amendment.~~any employed shareholder is terminated for certain reasons.

~~On March 27, 2020, Company entered into~~

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The Shareholders’ Agreement also provides a ~~second amendment~~right for the Founder and any other persons appointed as directors by the Founder to put their shares to the ~~Revolving Trust Note with~~Company, at which time the ~~Monaco Trust,~~Company will be required to ~~extend~~purchase such shares (the “Founder’s Shares”), based on the ~~maturity date of such Revolving Monaco Trust Note to December 1, 2020. No other changes were made to such note as a result of such amendment.~~following schedule:

On November 6, 2020, the Company entered into a third amendment to the Revolving Trust Note with the Monaco Trust, to extend the maturity date of such Revolving Monaco Trust Note to February 28, 2021. No other changes were made to such note as a result of such amendment.

On November 16, 2020, the Company entered into a fourth amendment to the Revolving Trust Note with the Monaco Trust, to increase the amount available under such Revolving Monaco Trust Note to $2,800,000. No other changes were made to such note as a result of such amendment.
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 ~~Revolving Monaco Trust Note was fully repaid~~Shareholders’ Agreement also allows the parties to file for an initial public offering on ~~January 4, 2021,~~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 ~~funds raised through~~12 months prior written notice (provided that any such termination shall only be applicable to the ~~underwritten offering discussed below.~~terminating shareholder), subject to earlier termination in connection with certain initial public offerings.

~~Longroot Acquisition~~Warrant Grants

On ~~November 16, 2020, Monaker acquired 100% of Longroot, Inc. (“Longroot”), which in turn owned 57% of Longroot Limited, a Cayman Islands company (“Longroot Cayman”). Longroot Cayman owns 49% of the outstanding shares (100% of the ordinary shares) of Longroot Holding (Thailand) Company Limited (“Longroot Thailand”), provided that Longroot Cayman controls 90% of Longroot Thailand’s voting shares~~or around March 19, 2021 and ~~therefore effectively controls Longroot Thailand.~~

~~The acquisition was made pursuant to the November 2, 2020 Stock Purchase Agreement (the “SPA”) entered into with Dr. Jason Morton (“Morton”), and for certain limited purposes set forth therein, Longroot. Pursuant to the SPA,~~March 22, 2021, the Company ~~purchased, 100%~~issued warrants to purchase an aggregate of Longroot, in consideration for (a) $1,700,000 in cash; and (b) 200,000 shares of restricted common stock. A total of $100,000 was paid as a non-refundable deposit towards the purchase of Longroot on October 15, 2020, and a total of $700,000 was paid at the closing on November 16, 2020, along with the issuance of the shares. Additionally, prior to the closing, the Company advanced a separate $400,000 to Longroot which was used for working capital prior to closing which brought the purchase price to a total of $2.2 million. The remaining $900,000 owed to Morton pursuant to the terms of the SPA (the “~~Remaining Cash Payments~~”) is payable in three installments of $300,000 each, due on or prior to (i) December 16, 2020 (30 days after the closing), which amount has been paid in full; (ii) March 16, 2021 (120 days after the closing); and (iii) April 15, 2021 (150 days after the closing), of which $150,000 has previously been paid as discussed below. Pursuant to the SPA, Morton has the option to elect to receive any or all of the Remaining Cash Payments in160,000 shares of common stock to seven warrant holders (all unrelated third parties) in consideration for the immediate exercise of newly granted warrants. The warrants replaced prior warrants which had expired in 2020 (which had exercise prices from between $3.75 and $5.00 per share) and had an exercise price of $2.00 per share and an expiration date on March 31, 2021 (the “New Warrants”). Those warrants were subsequently exercised for cash on or around March 31, 2021, and the Company ~~with such number~~received cash of ~~shares issuable based on a Company stock price of $3.00 per share.~~

~~The Company provided Morton demand registration rights~~$320,000 in connection with such exercises. The 160,000 shares of ~~restricted~~ common stock ~~of the Company held by Morton, provided that Morton is not authorized to request more than one demand registration in any 12-month period. In the event such demand registration right is exercised, the~~issuable upon exercise thereof were issued on or around April 1, 2021. The Company has ~~60 days to file a registration statement~~agreed to register the shares ~~demanded to be registered and is required to use commercially reasonable best efforts thereafter to gain effectiveness~~ of ~~such~~common stock issuable upon exercise of the warrants, which a registration statement ~~with all fees being paid for by the Company. The demand registration right~~ has ~~no expiration date.~~been filed in connection with.

~~Effective on December 11, 2020,~~Warrant Exchanges

On or around March 19, 2021 and March 22, 2021, the Company ~~entered into a letter agreement with Morton, which revised the terms of the SPA. Pursuant~~exchanged warrants to ~~the letter agreement, we agreed to accelerate the payment of~~purchase an aggregate of $150,000 of the $300,000 which was payable pursuant to the terms of the SPA on or prior to April 15, 2021 (which amount was promptly paid), in consideration for Morton agreeing to withdraw a prior demand he had made for the Company to file a registration statement to register the 200,00051,900 shares of common stock ~~previously issue to Morton pursuant to the terms~~held by two of the ~~SPA. We also~~same warrant holders who were granted New Warrants, which had an exercise price of $5.13 per share and an expiration date of July 30, 2022, for new warrants had an exercise price of $2.00 per share and an expiration date on March 31, 2021 (the “Exchanged Warrants”). Those warrants were subsequently exercised for cash on or around March 31, 2021, and the Company received cash of $103,800 in connection with such exercises. The 51,900 shares of common stock issuable upon exercise thereof were issued on or around April 1, 2021. The Company has agreed to ~~file~~register the shares of common stock issuable upon exercise of the warrants, which a registration statement ~~to register the 200,000 shares no later than January 31, 2021.~~

~~On January 5, 2021, the Company, through Longroot, subscribed to purchase an additional 100 shares of Longroot Cayman,~~has been filed in consideration for $1 million. The subscription was made pursuant to certain pre-emptive rights set forth in a shareholders’ agreement entered into between the shareholders of Longroot Cayman, and brought Longroot’s ownership of Longroot Cayman up to 75%.

~~A total of 22.9% of Longroot Cayman is owned by True Axion Interactive Ltd., of which Axion holds a 60% interest. Monaker currently owns approximately 33.85% of Axion’s shares.~~

Longroot Thailand is an Initial Coin Offering (ICO) portal operator authorized and regulated under Thai Digital Asset Business Law and licensed by the Thai Securities and Exchange Commission. Longroot Thailand provides fully regulated and licensed digital assets financing, and investment services for digital assets. The Company believes that this innovative new business model opens the door to new financing mechanisms, and new investment products. Monaker, as a majority stakeholder in Longroot Thailand, is planning to use the technology and digital asset capabilities to create cryptocurrencies regulated under Thai law, designed to allow consumers to invest in unique revenue streams in wholesale travel, real estate homes and hotels, gaming assets and digital advertising – as well as potential token and loyalty program opportunities complementary to Monaker’s gaming and travel businesses.connection with.

Streeterville Note ~~Purchase~~Purchases

On ~~November 23, 2020, the Company~~March 22, 2021, we entered into a Note Purchase Agreement dated March 23, 2021 (the “March 2021 Note Purchase Agreement”) with Streeterville Capital, LLC ~~an accredited investor~~ (“Streeterville”), an accredited investor, pursuant to which the Company sold Streeterville a Secured Promissory Note in the original principal amount of ~~$5,520,000~~$9,370,000 (the “March 2021 Streeterville Note”). Streeterville paid consideration of (a) ~~$3,500,000~~$7,000,000 in cash; and (b) issued the Company a promissory note in the amount of $1,500,000 (the “March 2021 Investor Note”), in consideration for the March 2021 Streeterville Note, which included an original issue discount of ~~$500,000~~$850,000 (the “OID”) and reimbursement of Streeterville’s transaction expenses of $20,000. A total of ~~$350,000~~$700,000 of the OID is fully earned and the remaining $150,000 is not fully earned until the March 2021 Investor Note is fully-funded by ~~Streeterville.~~Streeterville, which March 2021 Investor Note was fully funded on May 26, 2021.

The March 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on ~~November~~March 23, ~~2021)~~2022). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the March 2021 Streeterville Note, not to exceed ~~an amount of $875,000 per month if the Investor Note has not been funded by Streeterville, and $1.25 million in the event the Investor Note has been funded in full.~~$2.125 million. In the event we don’t pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the 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 the 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 prepay all or any portion of the outstanding balance of the March 2021 Streeterville Note at any time subject to a prepayment 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 sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the March 2021 Streeterville Note, which percentage increases to 30% 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.

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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 HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; and (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 Interactive TV AG equity interests discussed below (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.

In addition to the March 2021 Streeterville Note, the Company previously sold Streeterville a Secured Promissory Note in the original principal amount of $5,520,000 on November 23, 2020 (the “November 2020 Streeterville Note”). Streeterville paid consideration of (a) $3,500,000 in cash; and (b) issued the Company a promissory note in the amount of $1,500,000 (the “November 2020 Investor Note”), in consideration for the November 2020 Streeterville Note, which included an original issue discount of $500,000 and reimbursement of Streeterville’s transaction expenses of $20,000. A total of $350,000 of the OID was fully earned and the remaining $150,000 was not fully earned until or unless the November 2020 Investor Note was fully-funded by Streeterville, which November 2020 Investor Note was fully funded on January 6, 2021. The November 2020 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on November 23, 2021). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the November 2020 Streeterville Note, not to exceed an amount of $1.25 million. The November 2020 Streeterville Note and purchase agreement has substantially similar terms as the March 2021 Streeterville Note and purchase agreement, in regard to required redemptions, penalties, required equity payments and events of default. The November 2020 Streeterville Note has a current balance of approximately $2.39 million. We made a required monthly redemption payment of $1,250,000 to Streeterville under the November 2020 Streeterville Note on May 26, 2021, with funds obtained pursuant to the May 2021 Underwritten Offering discussed below. At the same time, Streeterville waived the requirement that we use 20% of the funds obtained pursuant to the May 2021 Underwritten Offering to pay down amounts owed under the November 2020 Streeterville Note, contingent upon our payment of 20% of the proceeds from our May 2021 underwritten offering towards the balance of the March 2021 Streeterville Note, which amount was subsequently paid as discussed below.

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:~~thereof (the “April 2021 Note Increase”): (a) HotPlay must have become a wholly-owned subsidiary of the ~~closing has not occurred;~~Company; (b) during the period beginning on July 21, 2020, and ending on the date ~~that~~ the ~~closing occurs,~~HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash through equity investments; (c) atupon consummation of the ~~closing,~~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, ~~(formerly Republic Bank)(~~in full (collectively, the “~~National Bank~~November 2020 Note Transaction Conditions”),. To date, the Company has not yet completed the acquisition of HotPlay, and as such, the November 2020 Note Transaction Conditions have not been met.

Also on May 26, 2021, Streeterville funded the March 2021 Investor Note (in the amount of $1.5 million) in 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 the May 2021 underwritten offering, which ~~amount owed~~represented approximately 20% of the funds raised in such offering.

On June 1, 2021, Streeterville agreed to ~~National Bank~~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 ~~repaid in full.~~

Pursuant to the Streeterville Note, we provided Streeterville a right of first refusal to purchase any promissory note, debenture, or other debt instruments 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 Streeterville such right, and Streeterville does not exercise such right to provide such funding,capitalized into the outstanding balance of the November 2020 Streeterville Note ~~increases by 3%, unless~~effective as of April 30, 2021, and the ~~proceeds from such sale(s) are used to repay the Streeterville Note in full. Each time, if ever, that we fail to comply with the terms~~remaining $506,085 of the ~~right of first refusal, the outstanding balance of the Streeterville~~April 2021 Note ~~increases by 10%. The Streeterville Note includes offset rights against the Investor Note.~~

~~Additionally, upon each major default described in the Streeterville Note (i.e., the failure~~Increase will only be added to pay amounts under the Streeterville Note when due or to observe any covenant under the Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the Streeterville Note automatically increases by 15%, and for each other default, the outstanding balance of the Streeterville Note automatically increases by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the November 2020 Streeterville Note ~~immediately prior~~if the Company fails 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 ~~first event~~June 2021 Note Increase. The Company completed the acquisition of ~~default.~~HotPlay effective as of June 30, 2021, and as such the November 2020 Transaction Conditions and the March 2021 Note Transaction Conditions were satisfied.

~~In connection with the Note Purchase Agreement and the Streeterville Note,~~On June 22, 2021, the Company entered into ~~a Security~~an Exchange Agreement with Streeterville (the “~~Security~~Streeterville Exchange Agreement”), 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.

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IFEB Bank Transaction

On April 1, 2021, we entered into a Bill of Sale for Common Stock, effective March 22, 2021 (the “Bill of Sale”), with certain third parties pursuant to which the Company agreed to purchase 2,191,489 shares (the “IFEB Shares”) of authorized and outstanding Class A Common Stock of 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 total approximately 57.1% of the outstanding Class A Common Stock of IFEB. The purchase price of the IFEB Shares was $6,400,000, which amount was paid to 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, and intends to update its application to establish a Fedwire account with the Federal Reserve Bank, New York (“FRB”). IFEB conducts its business activities out of its head office in Puerto Rico at 268 Ponce de Leon Ave., in San Juan.

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 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, and the approval of OCIF, which approval has been provided by OCIF, but which closing is still subject to certain other conditions of closing. The Company anticipates completing acquisition of the IFEB Shares in or around July 2021.

On 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 “Preferred Exchange Agreement”), pursuant to which the ~~obligations~~Company agreed to exchange 1,950,000 shares of the Company’s restricted common stock (the “Company ~~are secured~~Shares”) for 5,850 shares of cumulative, non-compounding, non-voting, non-convertible, perpetual Series A preferred shares of IFEB (the “IFEB Preferred Shares”).

The IFEB Preferred Shares will have a coupon of 2% per annum, payable in quarterly installments in arrears. The IFEB Preferred Shares will be redeemable by the Company; however, IFEB may, by the vote of the holders of a majority of its outstanding common stock, call and redeem the IFEB Preferred Shares in exchange for the Company Shares, plus accrued interest on the IFEB Preferred Shares at the time of any such redemption; and upon a Change of Control (defined below), the Company may cause IFEB to repurchase the IFEB Preferred Shares in exchange for the Company Shares, plus accrued interest at the time of any such Change of Control. “Change of Control” means the sale of all or substantially all of the assets of IFEB; any merger, consolidation or acquisition of IFEB with, by or into another corporation, entity or person; or any change in the ~~Company.~~ownership of more than fifty percent (50%) of IFEB’s voting securities or the economic rights of such IFEB’s securities.

The ~~Investor Note, in~~closing of the ~~principal amount~~transactions contemplated by the Preferred Exchange Agreement, including the issuance of ~~$1,500,000, evidences an amount payable~~the Company Shares and IFEB Preferred Shares, are subject to various closing conditions, including, but not limited to IFEB receiving approval from OCIF to issue preferred stock (including the Series A preferred shares), and the filing of a formal designation of the Series A preferred stock by ~~Streeterville~~IFEB with the Secretary of State of Puerto Rico. As such, the transactions contemplated by the Preferred Exchange Agreement may not close on a timely basis, if at all. If not closed by July 23, 2021, previously by June 30, 2021, the Preferred Exchange Agreement can be terminated by either party with written notice to the other.

Convertible Promissory Notes

On April 8, 2021, the Company ~~as partial consideration for~~entered into an Exchange Agreement with William Kerby, its Chief Executive Officer and director and Monaco Investment Partners II, LP (“MI Partners”), of which Donald P. Monaco is the ~~acquisition~~managing general partner and the Chairman of the ~~Streeterville Note.~~ board of directors of the 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 Series A Preferred Stock for a Convertible Promissory Note with a principal balance of $585,425 (the “Convertible Promissory Notes”).

The ~~Investor Note accrues~~Convertible Promissory Notes accrue interest at the rate of ~~10%~~12% per annum, compounded monthly at the end of each calendar month, with such interest payable ~~in full on November 23, 2021, subject to a 30-day extension exercisable~~at maturity or upon conversion. The principal and accrued interest owed under the Convertible Promissory Notes is convertible, at the option of ~~Streeterville and may be prepaid~~the holders thereof, into shares of the Company’s common stock, at any ~~time. Streeterville may,~~time beginning seven days after the date the HotPlay Exchange Agreement closes and prior to the payment in ~~its sole discretion, designate collateral as security for its obligations under the Investor Note, provided that currently there is no collateral evidencing the repayment~~full of such note. In the event (i) of the occurrence of any event of default under the Streeterville Note, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of the Company under any agreement entered into with Streeterville along with the Note Purchase Agreement, or (iii) if the Company sells, transfers, assigns, pledges or hypothecates the Investor Note, or attempts to do any of the foregoing, Streeterville is entitled to deduct and offset any amount owingConvertible Promissory Notes by the Company, ~~under~~at a conversion price equal to the ~~Streeterville Note from any amount owed by Streeterville under~~greater of (i) the ~~Investor Note (provided~~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 ~~such amount is automatically offset if Streeterville has not exercised its offset right within 30 days prior to~~ the HotPlay Exchange Agreement closed (which was below the $3.02 per share minimum conversion price). The Convertible Promissory Notes are unsecured, have a maturity date of ~~the Investor Note). The Investor Note includes~~April 7, 2022, and include standard and customary events of ~~default, subject to cure rights where applicable.~~default.

~~The Company engaged Ascendiant Capital Markets, LLC to serve as placement agent for the transaction between the Company and Streeterville in exchange for a commission equal to 7%~~

Table of ~~the gross cash proceeds received from the sale of the Streeterville Note ($245,000).~~Contents

The Company used a portion of the net proceeds from the sale of the Streeterville Note to repay indebtedness owed to National Bank, which has been repaid in full; and repay amounts owed to the Monaco Trust.

~~December 2020~~May 2021 Underwritten Offering

On ~~December 28, 2020,~~May 13, 2021, the Company entered into an underwriting agreement (the “May 2021 Underwriting Agreement”) with EF Hutton, formerly Kingswood Capital Markets ~~division of Benchmark Investments, Inc.~~ (“~~Kingswood”) and Aegis Capital Corp. (“Aegis~~EF Hutton”), as representatives of the underwriters ~~name~~named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten public offering (the “May 2021 Offering”) an aggregate of ~~3,080,000~~3,230,000 shares of the Company’s common stock at a public offering price of $2.50 per share. The Company also granted the underwriters a 45-day option to purchase up to an additional ~~462,000~~484,500 shares of common stock to cover over-allotments, if any, which over-allotment option was ~~fully~~ exercised ~~on January 13, 2021.~~in full. The May 2021 Offering (including the sale of the over-allotment shares) closed on ~~December 31, 2020.~~May 18, 2021.

~~Kingswood and Aegis~~EF Hutton acted as ~~the~~sole book-running ~~managers~~manager for the May 2021 Offering. ~~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.~~ The Company paid the Underwriters a cash fee equal to 6% of the aggregate gross proceeds received by the Company in connection with the May 2021 Offering, paid the Underwriters a non-accountable expense allowance equal to 1% of the aggregate gross proceeds received by the Company in connection with the May 2021 Offering, and reimbursed certain expenses of the Underwriters.

The net proceeds to the Company from the May 2021 Offering, after deducting the underwriting discounts and commissions and ~~Offering~~offering expenses, were approximately ~~$7.1~~$8.5 million. The Company ~~intends to use~~used a portion of the net proceeds from the May 2021 Offering to ~~accelerate Longroot Thailand’s internet coin offering platform and our NextTrip platform and call center,~~repay approximately $1.3 million owed to ~~repay outstanding debt obligations (certain~~Streeterville, provide capital to IFEB in advance of ~~which have already been paid, as discussed above), to pay outstanding obligations owed pursuant to prior acquisition agreements, for~~ the ~~potential~~closing of the acquisition of ~~additional ownership interests in Axion and/or Longroot Cayman (of which additional interests have been purchased as described above)~~control of IFEB (which acquisition is pending, subject to closing conditions, and may not be completely timely, if at all), for general corporate purposes and working ~~capital.~~capital or for other purposes that the board of directors, in their good faith, deems to be in the best interest of the Company. We may also use all or a portion of the remaining net proceeds from this offering (after the payments described above) to fund possible investments in, or acquisitions of, complementary businesses, technologies or products; however, we currently have no definitive agreements or commitments with respect to any investment or acquisition.

Pursuant to the Underwriting Agreement, the Company agreed, subject to certain exceptions, not to offer, issue or sell any shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock for a period of thirty days following the Offering without the prior written consent of Kingswood and Aegis.

In connection with the Offering, each of our officers, directors, and certain holders of our outstanding securities agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for shares of our common stock for a period of thirty days after the Offering is completed, without the prior written consent of Kingswood and Aegis.

~~NextTrip Formation, Funding Agreement and Operations Agreement~~IDS Settlement

~~Effective on January 12, 2021, Monaker, NextTrip Holdings, LLC, a newly formed Florida limited liability, which is wholly-owned by Monaker~~On August 15, 2019, the Company entered into an Intellectual Property Purchase Agreement with IDS Inc. (“~~NextTrip~~IDS”~~), HotPlay,~~ and the ~~HotPlay Stockholders, entered into a Subsidiary Formation and Funding Agreement (the~~ “~~Formation and Funding~~IP Purchase Agreement”). ~~The entry into~~Pursuant to the ~~Formation and Funding Agreement was a required condition to closing~~agreement, the HotPlay Exchange Agreement, which required that Monaker transfer all of its pre-existing operations into a newly formed, wholly-owned subsidiary and that Monaker execute an agreement acceptable in form to Monaker and the principal HotPlay Stockholder providingCompany purchased certain proprietary technology from IDS for the ~~operations~~reservation and booking of ~~NextTrip,~~air travel, hotel accommodations, car rentals, and ancillary products, services, and amenities, integration of the same with the providers of such products and services, associated functions, including ~~governance~~website addresses, patents, trademarks, copyrights and ~~funding requirements~~trade secrets relating thereto, and all goodwill associated ~~therewith.~~therewith (collectively, the “IP Assets”). In consideration for the purchase, the Company issued IDS 1,968,000 shares of restricted common stock (the “IDS Shares”) valued at $2.50 per share, or $4,920,000 in aggregate.

~~According~~On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and TD Assets Holding, LLC (“TD Asset”), Navarro McKown, Aaron McKown and 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 ~~Formation~~complaint, the Company alleged causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and ~~Funding Agreement, Monaker agreed, prior~~abetting fraud, rescission, and breach of contract, and sought a temporary and permanent injunction against the defendants, requiring such persons to return the closing date of the HotPlay Share Exchange, to transfer all of the assets, operations, material agreements, employees, and goodwill of Monaker relating to travel operations and business (collectively, the “~~travel operations~~”) to NextTrip to insulate the travel operations from the remainder of Monaker’s post-closing operations and allow for Monaker’s pre-closing management to continue to manage the travel operations post-closing1,968,000 IDS Shares issued pursuant to the terms of the ~~NextTrip operating agreement (defined below).~~IP Purchase Agreement and preventing such persons from selling or transferring any IDS Shares, sought damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts. The ~~Formation and Funding Agreement also provides for all North American payroll for Monaker’s travel operations to be paid through, and run by, NextTrip.~~defendants subsequently filed various counterclaims against the Company.

The ~~Formation~~complaint was filed because of IDS’s failure to deliver the IP Assets, certain other actions of IDS and ~~Funding Agreement also requires Monaker (which at that time will have acquired 100% ownership of HotPlay), to transfer, within five (5) business days~~the other of the ~~closing, no less than $5.8 million (less pre-closing advances (defined below))~~defendants which the Company alleged constituted fraud. The Company sought to unwind the IP Purchase Agreement and sought damages for 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 suit against the Company. In response to such letter, the board of directors empowered the governance committee to conduct an internal investigation into the claims. The results of the ~~cash held on the books of HotPlay at the time of closing~~investigation, conducted by several law firms, were presented to ~~NextTrip (the “initial advance~~”). The initial advance will be available for use by NextTrip to retire debt of NextTrip (and/or debt of Monaker), fund operations, further develop the travel operations, and for such other purposes which are approved by the Board ~~of Managers of NextTrip. “Pre-closing advances” means the aggregate amount of the HotPlay loans. The initial advance shall not be a loan but shall instead be deemed a capital contribution from Monaker to NextTrip.~~

~~The Formation~~ and ~~Funding Agreement also requires Monaker to advance an additional $10 million to NextTrip in 2021, pursuant to a mutually agreed-upon schedule of advances (the “subsequent advances”, and together with the initial advance, the “advances”). The subsequent advances shall similarly not be a loan, but shall instead be deemed further capital contributions by Monaker to NextTrip.~~

Additionally, as a separate requirement from the requirement to make the advances, Monaker is required to continue to fund all NextTrip expenses and operations, for so long as Monaker owns at least 50% of NextTrip, provided that NextTrip stays within 130% of a budget approved by the Board ~~of Managers of NextTrip on an annual (calendar year) basis (the “budget threshold”). In the event NextTrip exceeds the budget threshold~~concluded that no fraudulent activities occurred. The investigation concluded in any calendar year, Monaker shall not be required to fund more than the budget threshold in such calendar year but shall be required to fund the approved budget (in an amount of up to the then applicable budget threshold) in subsequent calendar years. Monaker is also required to promptly pay for or reimburse NextTrip for (at the option of NextTrip), all legal, audit, insurance, employee, administrative work, and other expenses paid or incurred by NextTrip on behalf of Monaker.

Under the Funding and Formation Agreement, NextTrip is required to assume all of the contractual and other obligations and liabilities of Monaker incurred before closing, provided that if such formal assumption is deemed too difficult or impracticable by NextTrip, or such formal assumption would trigger any defaults, required consents, or would be subject to any prerequisites, instead of formally assuming such obligations, NextTrip is required to pay such obligations as they come due and according to their terms (as such may be amended and modified from time to time).

On ~~January 11, 2021, Monaker, as sole-owner of NextTrip adopted~~April 29, 2020, the ~~Operating Agreement of NextTrip~~Company filed a Verified Motion for Temporary Injunction (the “~~operating agreement~~Injunction Motion”). Defendants IDS, TD Assets, and Ari Daniels filed an answer, affirmative defenses, and counterclaims (the “Answer and Counterclaim”). The ~~operating agreement sets forth~~Answer and Counterclaim included alleged breach of contract and tort claims against the ~~framework for~~Company. On September 17, 2020, the ~~governance~~Company moved to strike the affirmative defenses and ~~operation~~dismiss the counterclaims. On October 15, 2020, defendants IDS, TD Assets, and Ari Daniels filed an amended Answer and Counterclaim, including alleged breach of ~~NextTrip. The operating agreement includes standard representations~~contract, tort, and ~~warranties~~federal securities claims against the Company, Mr. William Kerby, our Chief Executive Officer and an employee of ~~members of NextTrip, customary indemnification and confidentiality obligations, and other customary and standard terms relating to~~ the ~~governance of limited liabilities companies.~~Company.

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 ~~operating agreement provides~~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 have been timely paid pursuant to the terms of the settlement.

The remaining parties to the litigation subsequently attempted to mediate their pursuant to a ~~three-person Board~~court ordered mediation in February 2021.

Table of ~~Managers (“Board~~Contents

Effective on May 18, 2021, the Company, IDS, TD Asset and Ari Daniels, the principal of ~~Managers~~IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “IP Purchase Amendment”) ~~who manage NextTrip. Of those three members, two~~. 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, and has been paid to date. 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 (which payment has been made, but which shares have not been transferred to the Company to date), and 0.691 as to the monthly payments (as applicable, the “Applicable Portion” of the IDS Shares).

To date, a total of $500,000 has been paid to IDS in exchange for 344,400 shares, however, such shares have not been transferred to the Company to date or cancelled.

In the event the Company fails to make any payment timely, and the Company does not cure such default within seven days of written notice of default being provided by IDS, IDS is entitled to entry of a default judgment against the Company in the amount of the differential, if any, between the realized value of the IDS Shares upon the future sale thereof in the open market by IDS, and the unpaid amount of any payment due. In the event of any such default, IDS will be entitled to attorneys’ fees incurred to obtain said judgment.

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.

Until such time as the IDS Shares are no longer held by IDS, IDS agreed not to transfer or encumber any of such ~~members are appointed~~shares, except pursuant to the terms of the IP Purchase Amendment.

IDS also agreed to transfer certain unbranded travel videos back to the Company which were previously purchased by IDS from the Company, pursuant to the IP Purchase Agreement.

A further requirement of the IP Purchase Amendment was that IDS enter into a Shareholder Voting Representation Agreement with William Kerby, ~~and Donald P. Monaco, the current~~our Chief Executive Officer and director (the “Shareholder Voting Agreement”), which was entered into effective on May 18, 2021. Pursuant to the Shareholder Voting Agreement, IDS provided Mr. Kerby the right to, and ~~Chairman~~an irrevocable proxy to, vote all of the ~~board~~IDS Shares held by IDS at any meeting of ~~directors of NextTrip, and one~~stockholders of the ~~members~~Company and/or via any written consent of stockholders of the ~~Board of Directors is selected by Monaker. Such designees can remove~~Company. The Shareholder Voting Agreement remains in place until the managers they can appoint, replace such members from time to time in their discretion, and choose which persons fill vacancies created on the Board of Managers (to the extent such vacancies relate to positions they have authority to fill).

~~The initial members~~earlier of the ~~Board of Managers of NextTrip are (1) Mr. Kerby, (2) Mr. Monaco, and (3) J. Todd Bonner, a director of HotPlay.~~

Member approval is required however if the Board of Managers desires to take certain material transactions affecting NextTrip, including to (a) amend the operating agreement or the Articles of Organization of NextTrip; (b) change the characterfifth anniversary of the ~~business~~Shareholder Voting Agreement; the disposition of the ~~company; (c) sell~~IDS Shares pursuant to the IP Purchase Amendment; a change of control of the Company resulting in persons prior to such transaction obtaining more than 50% voting control of the Company following such transaction; the sale of all or substantially all of ~~NextTrip’s assets; (d) mortgage~~the assets of the Company; or ~~encumber all~~ termination of the agreement by Mr. Kerby. Mr. Kerby may also assign his rights under the agreement to another party and/or ~~substantially all~~the Company may assign Mr. Kerby’s rights under the agreement if Mr. Kerby is unable to make such assignment due to his death or disability. Mr. Kerby was provided the voting rights as the shareholder representative of, ~~NextTrip’s assets; (e) undertake any action that would make it impossible~~and for ~~NextTrip to carry on its business, subject to certain limited exceptions; (f) approve any transaction with any affiliate~~the benefit of, ~~NextTrip other than arm’s length terms; (g) make any expenditure greater than $50,000, which is not outlined in an approved budget; or (h) confess a judgment against NextTrip.~~the Company.

Also effective on May 18, 2021, the Company, IDS, TD Asset and Ari Daniels, entered into a Confidential Settlement Agreement and Mutual Release, whereby (a) we provided a general release to IDS, TD Asset and Mr. ~~Kerby serves as~~Daniels, and (b) IDS, TD Asset and Mr. Daniel provided a general release to us; the ~~Chief Executive Officer~~parties agreed to file a Joint Notice of ~~NextTrip,~~Voluntary Dismissal to dismiss the pending lawsuit discussed above; and ~~has~~ the ~~authority to appoint employees of NextTrip, and set forth their positions and salaries with NextTrip, and to further provide for the bonuses payable to such persons, provided~~parties agreed that ~~such compensation and bonuses do not exceed more than $500,000 in aggregate.~~a prior Web Based Booking Engine Development Agreement dated October 24, 2017, was terminated.

We expect the parties to the litigation above to file a joint notice for voluntary dismissal of the lawsuit shortly after the date of this Report.

Name Change and Symbol Change

On July 2, 2021, the Company filed a Certificate of Amendment (which was subsequently corrected by a Certificate of Correction to the Certificate of Amendment (the “Certificate of Correction”) in connection with a typographical error, as discussed below)(as corrected by the Certificate of Correction, the “Certificate of Amendment”) to its Articles of Incorporation (the “Articles”) with the Secretary of State of the State of Nevada, to change the Company’s name from “Monaker Group, Inc.” to “NextPlay Technologies, Inc.” (the “Name Change”), which Amendment became effective on July 9, 2021. The ~~operating agreement also provides that~~filing of the ~~Board~~Certificate of ~~Managers, in their sole discretion, subject to applicable law, and advice~~Amendment was previously approved by the shareholders of ~~counsel, may determine that it is in~~ the ~~best interests of NextTrip to spin-off~~Company at the membership interests of NextTrip held by Monaker to Monaker’s stockholders (a “spin-off” and a “spin-off determination”). In the event of a spin-off determination, the board of directors of Monaker is required to hold a Special Meeting of the board of directors to discuss such spin-off determination (the “spin-off meeting”), and whether or not such spin-off determination is in the best interests of Monaker and its stockholders. Notwithstanding the foregoing, it is to be presumed that such spin-off is in the best interests of Monaker and its stockholders. In the event the board of directors determines not to move forward with a spin-off, the Board of Managers may make additional spin-off determinations in the future, subject to the obligation of the board of directors of Monaker to approve such spin-offs. If the board of directors of Monaker determines to move forward with the spin-off, the spin-off will proceed according to applicable law, and if necessary, NextTrip will convert into a corporation prior to, or in connection with, such spin-off. Notwithstanding the rights of the Board of Managers above, neither Monaker, NextTrip, or the Board of Managers have any present intention to affect a spin-off of NextTrip.

~~The operating agreement may only be amended with the majority approval of the Board of Managers and the unanimous approval of the members (i.e., Monaker).~~

~~Monaker does not anticipate transferring its operations to NextTrip until right before the closing of the HotPlay Share Exchange, and currently NextTrip has no assets or operations.~~

~~Reinhart Acquisition Agreement~~Shareholders held on April 7, 2021.

On ~~January 15,~~July 6, 2021, the Company ~~entered into~~filed a ~~Founding Investment and Subscription Agreement (the “Investment Agreement~~”)Certificate of Correction to the Certificate of Amendment, to correct a typographical error in the Certificate of Amendment.

In connection with ~~Reinhart Interactive TV AG, a company organized in Switzerland (“Reinhart”), and Jan C. Reinhart,~~ the ~~founder of Reinhart (“Founder~~”). The Investment Agreement contemplates the Company acquiring 51% of the ownership of Reinhart, in consideration for a capital contribution of 10,000,000 Swiss Francs (approximately $11.2 million), of which it is contemplated that one-half (approximately $5.6 million), will be paid in cash and one-half will be paid in restricted shares ofName Change, the Company’s common stock, ~~(valued at approximately $5.6 million)~~par value $0.00001 per share (the “Common Stock”), began trading on the Nasdaq Capital Market under the new ticker symbol “NXTP,” effective as of the opening of trading hours on July 9, 2021 (the “Symbol Change”). The ~~closing~~new CUSIP number of the ~~transactions contemplated by Investment Agreement~~Common Stock is to take place on April 1, 2021, or earlier if the conditions to closing are earlier satisfied. Conditions to closing include 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 includes 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 the transaction. Additionally, in the event we fail 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.65344G102.

~~Reinhart is in the business~~

Table of providing a software-based TV and video distribution platform to telecom operators and digital content owners and providing services to telecom operators and digital content owners for user interaction design, as well as software development, deployment and support.Contents

In connection with our entry into the Investment Agreement, we entered into a Founding Shareholders’ Agreement with the Founder setting forth certain rules for the governance and control of Reinhart.

~~Additional information regarding the Investment Agreement is disclosed below under “Part II – Other Information—Item 5. Other Information~~”.

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 the 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, notwithstanding the ~~recent start of the~~continued roll-out of COVID-19 vaccines. It is also too early to determine how effective or widespread the available vaccines will be to curb the spread or effects of ~~COVID-19.~~COVID-19, including seasonal variants.

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, 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.

The duration and severity of the COVID-19 pandemic are uncertain and difficult to predict at this time. The pandemic could continue to impede global economic activity for an extended period of time, even as restrictions ~~are beginning to be~~have been lifted in many jurisdictions and vaccines are ~~beginning to be made~~widely available ~~leading to decreased per capita income~~in the United States and ~~disposable income, increased and sustained unemployment or a decline in consumer confidence, all~~certain other countries. The effects of ~~which could~~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. ~~All of that could be exacerbated by the Company’s financial position, and working capital deficit of $534,137 as of November 30, 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 HotPlay Share Exchange described above do not close timely, if at all, and/or if the HotPlay Share Exchange is terminated, or HotPlay ceases making advances to us as required under the terms of the HotPlay Share Exchange, 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 ~~November 30, 2020~~May 31, 2021 Compared to the Three Months Ended ~~November 30, 2019~~May 31, 2020

Revenues

Our total revenues ~~decreased 94%~~increased 36% to ~~$5,346~~$10,734 for the three months ended ~~November 30, 2020,~~May 31, 2021, compared to ~~$89,168~~$7,874 for the three months ended ~~November 30, 2019, a decrease~~May 31, 2020, an increase of ~~$83,822~~$2,860 from the prior period. The ~~decrease~~increase in sales is mainly ~~due to~~driven by the reduced impact of the COVID-19 pandemic on the global travel industry. ~~We received many cancellations during the quarter~~As more countries and ~~thereafter as travelers were unwilling, or unable, due to~~travel destinations lift COVID-19 ~~and worldwide~~restrictions, we have experienced an increase in travel ~~restrictions associated therewith, to undertake travel and tours. Our sales have decreased drastically as a result of the pandemic.~~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 ~~into~~throughout calendar 2021.

Cost of Revenues

Our total cost of revenues ~~decreased 89%~~increased 78% to ~~$9,419~~$9,828 for the three months ended ~~November 30, 2020,~~May 31, 2021, compared to ~~$87,368~~$5,527 for the three months ended ~~November 30, 2019, a decrease~~May 31, 2020, an increase of ~~$77,949.~~$4,301. Our gross ~~loss~~profit was ~~$4,073~~$906 for the three months ended ~~November 30, 2020,~~May 31, 2021, compared to ~~gross profit of $1,800~~$2,347 for the three months ended ~~November 30, 2019.~~May 31, 2020. Cost of revenues increased, and gross profit decreased, ~~as a result~~based on the type of ~~the decrease~~travel booked in ~~revenues discussed above.~~this quarter compared to last quarter, which required more cost of revenues.

Table of Contents

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 ~~$121,109~~$3,251,284 or 7%270% to ~~$1,763,219~~$4,456,395 for the three months ended ~~November 30, 2020,~~May 31, 2021, compared to ~~$1,642,110~~$1,205,111 for the three months ended ~~November 30, 2019.~~May 31, 2020. This increase was mainly ~~as a result~~related to: (i) increased general and administrative expenses of ~~(i)~~$1,953,369, driven mainly by an increase in ~~stock-based compensation~~loan related expenses of ~~$427,419 which consisted~~$674,926, investor relation related expenses of ~~$157,470~~$769,962 and legal fees of ~~employee related issuances and $253,791 of reclassifications of accruals in prior period, and~~$279,628; (ii) a ~~$188,867~~$426,226 increase in salaries and benefits related to additional ~~personnel needed~~personnel; (iii) a $283,011 increase in marketing and promotion expenses to support new product ~~launches. These increases were partially offset by~~launches; and (iv) a ~~(i) a decrease~~$486,347 increase in ~~general~~depreciation and ~~administrative expenses of $350,527, of which $288,155~~amortization expense mainly related to a reduction in asset management expenses for the IDS project asset and a $44,173 decrease in travel related expenses, and (ii) a decrease in technology and development expenses of $171,099, as a result of the capitalization of developmentadditional debt issuance costs.

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 ~~decreased~~increased to ~~$576,504~~$3,046,250 for the three months ended ~~November 30, 2020,~~May 31, 2021, compared to ~~$1,656,783~~$846,183 for the three months ended ~~November 30, 2019,~~May 31, 2020, a change of ~~$1,080,280~~$2,200,067 from the prior period. The ~~reduction~~increase is mainly attributable to the valuation ~~change~~loss, net of our holdings in Axion Ventures, Bettwork, Verus and Recruiter.com, as described in greater detail in “Note 35 – Investment in Unconsolidated~~Affiliates”~~ Affiliates”, which resulted in a loss of ~~$597,416~~$2,841,871 for the three months ended ~~November 30, 2020,~~May 31, 2021, compared to a loss of ~~$1,584,877~~$341,933 for the three months ended ~~November 30, 2019,~~May 31, 2020, for an ~~improvement~~additional loss of ~~$987,461.~~$2,499,938. This ~~improvement~~additional loss was partially offset by ~~an increase of $57,449 in interest expense and an increase of $260,182 in other income/expense. We also had~~ a ~~$109,915~~reduced loss on the sale of ~~marketable securities during the three months ended November 30, 2020, related to the realized loss on sale~~unconsolidated affiliates, Verus and Recruiter holdings, of ~~our Verus holdings.~~$532,209.

Net Loss

We had a net loss of ~~$2,343,796~~$7,501,738 for the three months ended ~~November 30, 2020,~~May 31, 2021, compared to a net loss of ~~$3,297,093~~$2,048,947 for the three months ended ~~November 30, 2019,~~May 31, 2020, resulting in an ~~improvement~~increase in net loss of ~~$953,298~~$5,452,781 or ~~29%~~266% from the prior period. ~~This improvement~~The increase in the net loss was primarily due to ~~a reduction~~the increase in operating expenses of $3,251,284 and an increase in other ~~income and~~ expenses of ~~$1,080,280 which was partially offset by an increase of $121,109 in operating expenses~~$2,200,067, as described in greater detail above.

~~RESULTS OF OPERATIONS~~LIQUIDITY AND CAPITAL RESOURCES

~~For the Nine Months Ended November 30, 2020 Compared to the Nine Months Ended November 30, 2019~~

~~Revenues~~

~~Our total revenues decreased 87% to $47,765 for the nine months ended November 30, 2020, compared to $358,818 for the nine months ended November 30, 2019, a decrease~~On May 31, 2021, we had $7,525,898 of ~~$311,053.~~cash on-hand which was an increase of $4,884,910 from $2,640,988 at February 28, 2021. The ~~decrease~~increase in ~~sales is mainly due to the impact of the COVID-19 pandemic~~cash on the global travel industry. We received numerous cancellations during the first nine 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 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 calendar 2021.

~~Cost of Revenues~~

Our total cost of revenues decreased 86% to $43,186 for the nine months ended November 30, 2020, compared to $298,805 for the nine months ended November 30, 2019, a decrease of $255,619. Our gross profit was $4,579 for the nine months ended November 30, 2020, compared to $60,013 for the nine months ended November 30, 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 $688,333 or 15% to $5,331,638 for the nine months ended November 30, 2020, compared to $4,643,305 for the nine months ended November 30, 2019. This increasehand was mainly ~~attributable~~attributed to an increase in general and administrative expenses of $855,873 for the nine months ended November 30, 2020 which increased to $2,296,529, for the nine months ended November 30, 2020, compared to $1,440,656, for the nine months ended November 30, 2019, which was mainly the result of (i) an increase in investor relationsnet proceeds received from financing activities of $230,850, to $735,620 for the nine months ended November 30, 2020, compared to $504,770, for the nine months ended November 30, 2019, and (ii) a $661,896 increase in legal and professional fees related to the aforementioned legal proceedings,$27,552,975, which increased to $848,703 for the nine months ended November 30, 2020, from $186,807 for the nine months ended November 30, 2019. Salaries and benefits increased by $480,074, for the nine months ended November 30, 2020 to $1,665,661, compared to $1,185,587, for the nine months ended November 30, 2019, due to additional personnel needed to support product launches. Selling and promotions expenses increased by $146,871, for the nine months ended November 30, 2020, to $204,363, compared to $57,492, for the nine months ended November 30, 2019, as a result of new websites and product launches as previously described. All of these increases were partially offset by a decrease of $833,273 in technology and development related expenses, to $464,861 for the nine months ended November 30, 2020, compared to $1,298,134 for the nine months ended November 30, 2019, mainly as a result of capitalization of development costs.

~~Other Expenses~~

~~Our other expenses include valuation gain or loss on investments, interest expense, and other income.~~

Our total other expenses decreased to $1,775,808 for the nine months ended November 30, 2020, compared to $4,124,258 for the nine months ended November 30, 2019, a change of $2,348,451 from the prior period. The reduction is mainly attributable to the change in equity of our investment in Bettwork and Recruiter.com, as described in greater detail in “~~Note 3 – Investment in Unconsolidated Affiliates~~“, which resulted in less of a valuation gain/loss of $1,241,725 for the nine months ended November 30, 2020, compared to $3,994,511 for the nine months ended November 30, 2019, for an improvement of $2,752,786. This improvement was partially offset by ~~a realized loss of $594,431 mainly related to the sale of a portion of our equity position in Verus.~~

~~Net Loss~~

~~We had a net loss of $7,102,867~~cash used for the nine months ended November 30, 2020, compared to a net loss of $8,707,550 for the nine months ended November 30, 2019, resulting in a decrease in net loss of $1,604,684 or 18% from the prior period. The decrease in the net loss was primarily due to a decrease of $2,348,451 in total other income and expense mainly related to valuation changes in our investment holdings, which was offset by an increase in total operating expenses of ~~$688,333, a decrease in gross profit of $55,434 as described in greater detail above.~~

~~Liquidity~~$2,237,886 and ~~Capital Resources~~

At November 30, 2020, we had $3,596,130 of cash on-hand, an increase of $3,433,624 from the $162,506 of cash on hand we had at February 29, 2020. This increase was driven primarily by $9,559,766 of cash provided by financing activities offset by cash used by investing ~~and operating~~ activities of ~~$3,322,584,~~$20,430,177.

As of May 31, 2021, the Company had total current liabilities of $28,199,308, consisting mainly of notes payable, net in the form of Secured Notes owed to Streeterville Capital LLC of $9,096,237 and ~~$2,803,558, respectively.~~convertible notes payables with HotPlay of $15,000,000 (which were forgiven as intraparty loans upon the closing of the HotPlay acquisition effective on June 30, 2021); accounts payable and accrued expenses of $1,732,719; and an operating lease liability of $1,257,820. We anticipate that we will satisfy these amounts from proceeds derived from equity sales, sales of marketable securities, financing, cash on hand and revenue generated from sales.

As of May 31, 2021, we had $49.8 million in total assets, $28.2 million in total liabilities, working capital of $6.6 million and a total accumulated deficit of $140.9 million.

Net cash used in operating activities ~~was $2,803,558~~increased to $2,237,886 for the ~~nine months~~quarter ended ~~November 30, 2020, a decrease of $5,323,455 from the $2,519,897~~May 31, 2021, compared to $1,012,674 of cash ~~provided by~~used in operating activities during the ~~nine months~~quarter ended ~~November 30, 2019.~~May 31, 2020. The ~~main items driving this decrease~~increase was ~~(i) a net decrease~~mainly the result of $3,550,133 in valuation losses and unrealized losses on marketable securities resulting in $1,836,156 for November 30, 2020 as compared to $5,386,289 as of November 30, 2019, (ii) a decrease of $4,920,000 on shares issued for intangible assets resulting in $0 for the nine months ended November 30, 2020, compared to $4,920,000 for the nine months ended November 30, 2019. These were offset by increases in stock-based compensation and consulting activities of $1,262,447 and a decrease of $1,604,683 inCompany’s net loss from ~~operations.~~operations offset by an increase in valuation loss, net.

Net cash used in investing activities ~~decreased~~increased to ~~$3,322,584~~$20,430,177 for the ~~nine months~~quarter ended ~~November 30, 2020, a decrease of $1,673,221 from the $4,995,805 of~~May 31, 2021, as compared to net cash used in investing activities ~~during the nine months~~of $147,552 for quarter ended November 30, 2019. The decrease was mainly driven by reduced spending on intangible assets of $4,158,265, from $4,981,622 for the nine months ended November 30, 2019, compared to $823,357 during the nine months ended November 30,May 31, 2020. The increase can be attributed mainly to cash used as advances for ~~the nine months ended November 30, 2019, related to intangible assets of $4,981,622, related primarily to~~investments in Reinhart Interactive TV and IFEB as well as the purchase of ~~certain intellectual property~~intangible assets ~~from IDS, Inc. (“IDS”) as described in detail under “Note 8 – Commitments~~ and ~~Contingencies”, under the heading “Legal Matters~~”, as compared to $0 for the nine months ended November 30, 2020, which was partially offset by $2,100,000 of payments related to the acquisition of Longroot Inc. in November 2020, as described in greater detail under “~~Note 4 – Acquisitions and Dispositions” —“Purchase of Longroot, Inc.”~~ ~~and $501,189 of payments related for our travel~~ website development ~~costs for the nine months ended November 30, 2020.~~

costs.

Net cash provided by financing activities ~~was $9,559,766~~increased to $28,655,041 for the ~~nine months~~quarter ended ~~November 30, 2020, an~~May 31, 2021, compared to $1,071,534 for the quarter ended May 31, 2020. The increase ~~of $6,973,748~~was primarily due to funds received from the ~~$2,586,017~~sale of common stock and net cash provided by ~~financing activities during the nine months ended November 30, 2019. Most of this increase is a result of proceeds from~~ promissory notes from related parties of $4,090,000 which were partially offset by $367,408 of payments on those related notes for the nine months ended November 30, 2020 as compared to $0 for the nine months ended November 30, 2019. The sale of these promissory notes generated net proceeds of $1,397,592 associated with 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 $2,500,000 related to the HotPlay Convertible Notes (discussed in greater detail above under “Note 5 – Line of Credit and Notes Payable~~”). Additionally, the increase in cash provided by financing activities was also driven by proceeds from the issuance of non-related party promissory notes of $4,765,000, which were partially offset by payments of $747,826 for the nine months ended November 30, 2020. The main drivers of these proceeds were $3,870,000 of gross proceeds related to the Streeterville Note and $895,000 related to gross proceeds from the Iliad Note (both discussed in greater detail above under “~~Note 5 – Line of Credit and Notes Payable~~”, to the unaudited financial statements included herein) during the nine months ended November 30, 2020, which was partially offset by note repayments of $747,826 associated with repayments on the Iliad Note.notes.

~~Our largest asset~~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 ~~November 30,~~credit has been amended various times to date, and on May 7, 2020, was $10,321,343 of website development costs and intangible assets, net, mainly related to the IDS project and Longroot, Inc. acquisition. As of November 30, 2020, most of the Company’s current liabilities consisted of $11,407,482 of notes payable mainly related to the Streeterville Capital, LLC, HotPlay Convertible Notes, Revolving Monaco Trustwe entered a new Promissory Note and Longroot, Inc. agreements as previously discussed. The $9,272,121 of investment in affiliate as of November 30, 2020, represented the value of the Series B Convertible Preferred Stock issued in connection with acquisition of a 33.85% interest in Axion, which closed on November 16, 2020, provided that ownership of such Axion shares has not been formally transferred to the Company yet, due to a Cease Trade Order issued by the British Columbia Securities Commission, and as such, the ownership of those shares are not yet included on the balance sheet. The $7,657,024 of other receivable constitutes the debt acquired from the Axion CreditorsNational Bank (“New Note”) in connection with the ~~closing~~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 ~~Axion Share Exchange on November 16, 2020.~~

~~As of November~~prior Note from June 30, 2020 ~~we had $32,399,546 in total assets, $12,721,330 in total liabilities (all of which were current liabilities), negative working capital of $534,137 and a total accumulated deficit of $122,955,764.~~to December 31, 2020. The negative working capital of $534,137 as of November 30, 2020, represented a decrease in working capital deficit of $1,976,478, compared to $2,510,615 of negative working capital which we had as of February 29, 2020, which decrease was mainly due toNew Note also amended the ~~increase in current assets associated with the acquisition~~interest rate of the ~~$7,657,024~~prior Note to provide that amounts due under the New Note accrue interest at the rate of ~~debt owed by Axion, pursuant to~~ prime plus 3% (which rate is currently 6.25%)(the ~~closing~~interest rate of the ~~Axion Share Exchange~~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 ~~increase in cash, offset by~~company paid off the ~~increase in current liabilities related to borrowings.~~full balance of the New Note of $1,192,746.

~~Additionally, as described in greater detail above under “Recent Events”, on November 23, 2020, we received $3,255,000~~Table of net proceeds in connection with the sale of the Streeterville Note and on December 31, 2020, we closed the underwritten Offering of 3,080,000 shares of our common stock (with an additional 462,000 shares of our common stock being sold on January 13, 2021, in connection with the underwriters exercise of their overallotment option), for $2.50 per share and raised net proceeds of approximately $8.1 million.

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Additional information regarding our notes payable, notes receivable, investments in equity instruments, acquisitions and dispositions and line of credit ~~and notes payable~~ can be found under “Part ~~I –~~I. Financial Statements—Item 1. Financial Statements” – ~~Item. Financial Statements – Notes to Consolidates Financial Statements~~“ ~~— “~~Note 24 – Notes Receivable”; “, “Note 310 – ~~Investment in Equity Instruments“, “Note 4 – Acquisitions and Dispositions“, “Note 5 – Line of Credit and Notes Payable“, “Note 6 –Related~~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 1014 – Subsequent Events”..

We have very limited financial resources. We currently have a monthly cash requirement of approximately ~~$525,000,~~$950,000, exclusive of capital expenditures. We anticipate the advances made, and required to be continued to made on a monthly basis by HotPlay, pursuant to the terms of the HotPlay Exchange Agreement, assuming they continue as required pursuant to the terms of the HotPlay Exchange Agreement, and funds raised through the sale of the Streeterville Note and pursuant to the underwritten Offering, will be sufficient to provide us working capital through the closing of the HotPlay Share Exchange. In the event the HotPlay Share Exchange does not close on a timely basis, HotPlay ceases making required advances, or the HotPlay Share Exchange is 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, managementManagement 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 ~~to increase our ownership of Axion and/or Longroot Cayman 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 ~~November 30, 2020,~~May 31, 2021, we had approximately ~~$13~~$28.2 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 fourth quarter 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 quarters ended May 31, 2020, August 31, 2020 and November 30, 2020), which decreases we currently expect to continue throughout at least the early portion of fiscal 2022. 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.

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 May 31, 2021, there had been no material changes to any of the critical accounting policies contained therein.

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.

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~~Co-Chief Executive Officer and 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 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 ~~November 30, 2020,~~May 31, 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~~Co-Chief Executive Officer and 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 ~~November 30, 2020,~~May 31, 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.

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“” except as discussed below, and investors should review the risks provided in the Form 10-K 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 Form 10-K for the year ended February ~~29, 2020,~~28, 2021, under “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 ~~November 30, 2020,~~May 31, 2021, the Company had an accumulated deficit of ~~$122,955,764.~~$140,910,961. Net loss for the ~~nine~~three months ended ~~November 30, 2020,~~May 31, 2021, amounted to ~~$7,102,867.~~$8,603,805. Our travel ~~and commission~~ operations generated a gross profit of only ~~$4,579~~$906 for the ~~nine~~three months ended ~~November 30, 2020,~~May 31, 2021, and as of ~~November 30, 2020,~~May 31, 2021, we had a working capital ~~deficit~~ of ~~$534,137.~~$6,605,094. 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, cryptocurrency, gaming and ~~cryptocurrency~~banking (assuming the IFEB acquisition is successfully completed) industries in general, such as COVID-19, contractions in the global travel industry, cryptocurrency, gaming and ~~cryptocurrency~~banking (assuming the IFEB acquisition is successfully completed) regulatory changes, as compared to larger competitors.

We currently have a monthly cash requirement of approximately ~~$525,000.~~$950,000. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our 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. 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 May 31, 2021 and February 28, 2021, we had $28,199,038 and $6,835,073, 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.~~requirements due to the COVID-19 pandemic.

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 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 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, and is expected to continue to have, a material adverse impact on the travel industry and our business, operating results, and liquidity.

The COVID-19 pandemic, and governmental responses thereto, including travel restrictions, ‘stay-at-home’ orders and required social distancing orders, have severely restricted the level of economic activity around the world, and is having an unprecedented effect on the global travel industry. Additionally, the ability to travel has been curtailed through border closures, 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 previously led to unprecedented levels of cancellations and limited new travel bookings in our travel division. 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.

The duration and severity of the COVID-19 pandemic are still 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~~have been lifted in many jurisdictions and vaccines are ~~beginning to be rolled out, leading~~now widely available in the United States and in many other jurisdictions. COVID-19 could lead 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~~Although we currently cannot predict the full 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 on our fiscal 2022 financial results relating to our operations, we anticipate an increase in year-over-year revenue as compared to fiscal year 2021 (ended February 28, 2021). However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is constantly changing and impossible to predict currently. Furthermore, we do not currently anticipate future revenues will ~~continue~~be sufficient to ~~negatively affect our~~support or operating ~~results and year-over-year results.~~expenses in the near term.

Separately, our capital requirements associated with our travel division 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 HotPlay Share Exchange described above under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Events“, does~~we are not ~~close timely, if at all,~~able to raise sufficient capital to support our options, 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.

Risks Related to HotPlay’s Business

~~A significant portion~~Economic downturns and market conditions beyond HotPlay’s control could adversely affect HotPlay’s business, financial condition, and results of ~~our assets are subject~~operations.

HotPlay’s business depends on the overall demand for advertising, video games, and other technology offerings, and as to ~~ongoing litigation,~~HotPlay, on the economic health of advertisers that benefit from its platform. Economic downturns or unstable market conditions may cause advertisers to decrease or pause their advertising budgets, which could reduce spend through HotPlay’s platform and adversely affect its business, financial condition, and results of operations. Similarly, economic downturns could also decrease the amount of disposable income gamers have available for the purchase of HotPlay’s video game offerings. Additionally, as described above, public health crises may disrupt the operations of HotPlay’s customers and partners for an unknown period, including as a result of ~~which may cause a reduction in the value of such assets on our balance sheet~~travel restrictions 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 $10,321,343), may be decreased by the value of such acquired assets ($5,015,593). 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, which could have a material adverse effect on our financial statements, our ability to raise funding, could trigger a default under our loan and other agreements, and/or could result in us failing to meet the continued listing requirements of The NASDAQ Capital Market,business shutdowns, all of which could ~~cause~~negatively impact its business and results of operations, including cash flows. As HotPlay explores new countries to expand its business, economic downturns or unstable market conditions in any of those countries could result in HotPlay’s investments not yielding the ~~value our securities to decline in value.~~returns it anticipates.

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HotPlay’s future success depends on the continuing efforts of its key employees, including Ms. Nithinan Boonyawattanapisut and Mr. Mark Vange, and its ability to attract, hire, retain and motivate highly skilled employees in the future.

HotPlay’s future success depends on the continuing efforts of Ms. Nithinan Boonyawattanapisut (the director of HotPlay), Mr. Mark Vange (the Chief Technology Officer of HotPlay), and other key employees. HotPlay relies on the leadership, knowledge, and experience that its executive officers provide. They foster HotPlay’s corporate culture, which has been instrumental to its ability to attract and retain new talent. HotPlay also relies on its ability to hire and retain qualified and motivated employees. The market for talent in HotPlay’s areas of operations, is intensely competitive, as technology companies like HotPlay compete to attract the best talent. As a result, HotPlay may incur significant costs to attract and retain employees, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and it may lose new employees to competitors or other companies before HotPlay realizes the benefit of its investment in recruiting and training them. New employees often require significant training and, in many cases, take significant time before they achieve full productivity.

Employee turnover, including changes in HotPlay’s management team, could disrupt its business. None of HotPlay’s key employees have an employment agreement for a specific term, and all of its employees may terminate his or her employment with HotPlay at any time. The loss of one or more of HotPlay’s executive officers, or its inability to attract and retain highly skilled employees could harm HotPlay’s business, financial condition, and results of operations.

~~Axion owes us a substantial amount~~Seasonal fluctuations in advertising activity could harm HotPlay’s revenue, cash flow, and results of ~~money, the payment of which is in default, and which may not be timely repaid, if at all.~~operations.

~~Pursuant~~HotPlay’s revenue, cash flow, results of operations, and other key operating and performance metrics may vary from quarter to quarter due to the ~~Axion Share Exchange, which closed~~seasonal nature of its clients’ spending on ~~November 16, 2020, the Company acquired $7,657,024~~advertising campaigns. For example, clients tend to devote more of debt owed by Axion. As of June 30, 2019, the last date that publicly available information for Axion is available, Axion had $2.5 million more liabilities than assets. The Axion debt acquired by the Company pursuanttheir advertising budgets to the ~~November 16, 2020 closing of~~fourth calendar quarter to coincide with consumer holiday spending. Moreover, advertising inventory in the ~~Axion Share Exchange is currently past~~fourth quarter may be more expensive due ~~and has not been paid~~ to date. We may have to take legal action to enforce the repayment of such debt. Furthermore, Axion may not have sufficient cash to repay such debt. The debt is unsecured and as such, secured creditors of Axion may have priority rights to Axion’s assets in connection with any liquidation or bankruptcy. In the event the Axion debt is not paid and/or not paid in full, itincreased demand for it. Seasonality could have a ~~material adverse effect~~significant impact on ~~our~~HotPlay’s revenue, cash ~~flows~~flow, and ~~our ability~~results of operations from period to pay our debts as they become due. Any continued failure by Axion to timely repay their debt obligations under the Axion debt acquired pursuant to the Axion Share Exchange could cause the value of our securities to decline in value or become worthless.period.

~~Our obligations under the Streeterville Capital, LLC Promissory Note are secured by a first priority security interest in substantially all~~HotPlay relies on external developers to develop some of ~~our assets.~~its software products.

HotPlay relies on external software developers to develop some of its software products. Because HotPlay depends on external developers, it is subject to the following risks:

~~On November 23, 2020, we sold Streeterville Capital, LLC (“Streeterville”), a Secured Promissory Note~~

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continuing strong demand for top-tier developers’ resources, combined with the recognition they receive in connection with their work, may cause developers who worked for HotPlay in the past either to work for a competitor in the future or to renegotiate agreements with HotPlay on terms less favorable to HotPlay;

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limited financial resources and business expertise or the inability to retain skilled personnel may force developers out of business before completing products for HotPlay or require HotPlay to fund additional costs;

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a competitor may acquire the business of one or more key developers or sign them to exclusive development arrangements and, in either case, HotPlay would not be able to continue to engage such developers’ services for products, except for any period for which the developer is contractually obligated to complete development; and

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reliance on external developers reduces HotPlay’s visibility into, and control over, development schedules and operational outcomes compared to those when utilizing internal development resources.

Lawsuits have been filed and may continue to be filed, against publishers of interactive entertainment software products.

In prior years, lawsuits have been filed against numerous interactive entertainment companies, by the families of victims of violence, alleging that interactive entertainment products influence the behavior of the perpetrators of such violence. These lawsuits have been dismissed, but similar additional lawsuits could be filed in the ~~original principal amount~~future. It is uncertain whether HotPlay’s insurance carriers would cover all or any amounts for which it might be liable if such future lawsuits are not decided in its favor. Further, any such lawsuit could result in increased governmental scrutiny, harm to HotPlay’s reputation, reduced demand by consumers for its products, or decreased willingness by customers to use or purchase, or by its partners to provide marketing support for, those products. Such results could divert development and management resources, increase legal fees and other costs, and have other negative impacts on HotPlay’s business.

Table of ~~$5,520,000 (the “Streeterville Note”). Streeterville paid consideration~~Contents

HotPlay’s business may be harmed if its distributors, retailers, development and licensing partners, or other third parties with whom it is affiliated, act in ways that put its brands at risk.

In many cases, HotPlay’s business partners are given access to sensitive and proprietary information or control over intellectual property to provide services and support. These third parties may misappropriate information or intellectual property and engage in unauthorized use of ~~(a) $3,500,000~~it. The failure of these third parties to provide adequate services and technologies, the failure of third parties to adequately maintain or update their services and technologies, or the misappropriation or misuse of this information or intellectual property could result in ~~cash;~~a disruption to HotPlay’s business operations or an adverse effect on its reputation and ~~(b) issued the Company~~may negatively impact its business. Similarly, actions taken by third parties with whom HotPlay may be affiliated may act in a ~~promissory note~~way that places its brands at risk, which could hurt its reputation and may negatively impact its business.

HotPlay uses open-source software in ~~the amount~~connection with certain of ~~$1,500,000 (the “Investor Note”),~~its games and services, which may pose particular risks to its proprietary software, products, and services in ~~consideration for the Streeterville Note, which included an original issue discount of $500,000 (the “OID”) and reimbursement of Streeterville’s transaction expenses of $20,000. A total of $350,000~~a manner that could harm its business.

HotPlay uses open-source software in connection with some of the ~~OID is fully earned~~games and ~~the remaining $150,000 is not fully earned until the Investor Note is fully funded by Streeterville. The Streeterville Note bears interest at a rate~~services it offers. Some open-source software licenses require users who distribute open-source software as part of ~~10% per annum and matures 12 months after its issuance date (i.e., on November 23, 2021). From time~~their software to ~~time, beginning six months after issuance, Streeterville may redeem a portion~~publicly disclose all or part of the ~~Streeterville Note, not~~source code to ~~exceed an amount~~such software or make available any derivative works of ~~$875,000 per month if~~ the ~~Investor Note has~~open-source code on unfavorable terms or at no cost. The terms of various open-source licenses have not been ~~funded~~interpreted by ~~Streeterville,~~courts, and ~~$1.25 million~~there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on HotPlay’s use of the open-source software. Were it determined that HotPlay’s use was not in compliance with a particular license, it may be required to release proprietary source code, pay damages for breach of contract, re-engineer games or products, discontinue distribution in the event the Investor Note has been funded in full. In the event we don’t pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the Streeterville Note. Under certain circumstances, the Companyre-engineering cannot be accomplished on a timely basis, or take other remedial action that may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral the outstanding balance of the Streeterville Note is increased by 2%. For so long as the Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receivesdivert resources away from ~~the sale of~~its game or technology development efforts, any of which could negatively impact its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the Streeterville Note.business.

~~In connection with~~HotPlay’s products are subject to the ~~Streeterville Note,~~threat of piracy and unauthorized copying, and inadequate intellectual property laws and other protections could prevent it from enforcing or defending proprietary technologies. Further, the ~~Company entered into a Security Agreement with Streeterville (the “Security Agreement”), pursuant~~use of unauthorized “cheat” programs or the use of other unauthorized software modifications by users could impact multiplayer gameplay or lead to ~~which the obligations of the Company are secured by substantially all of the assets of the Company.~~reductions in microtransactions in its games.

~~As such, Streeterville may enforce~~HotPlay relies on a variety of methods, including a combination of copyright, patent, trademark, and trade secret laws and employee and third-party non-disclosure agreements, to protect its ~~security interests over our assets and/~~proprietary rights. It owns or ~~our subsidiaries which secure the repayment~~licenses various copyrights, patents, trademarks, and trade secrets. The process of ~~such obligations, take control~~registering and protecting these rights in various jurisdictions is expensive and time-consuming. Further, HotPlay is aware that some unauthorized copying occurs, and if a significantly greater amount of ~~our assets and operations, force us to seek bankruptcy protection or force us to curtail or abandon our current business plans and operations. If that~~unauthorized copying of its software products were to ~~happen, any investment~~occur, it could negatively impact its business.

Piracy is a persistent problem for HotPlay, and policing the unauthorized sale, distribution, and use of products is difficult, expensive, and time-consuming. Further, the laws of some countries in which HotPlay’s products are, or may be, distributed either do not protect products and intellectual property rights to the same extent as the laws of the United States or are poorly enforced. In addition, though HotPlay takes steps to make the unauthorized sale, distribution, and use of its products more difficult and to enforce and police its rights, as do the operators of other platforms on which many of its games are played, these efforts may not be successful in controlling the piracy of products in all instances.

In addition, “cheating” programs or other unauthorized software tools and modifications that enable consumers to cheat in games could negatively impact the volume of microtransactions or purchases of downloadable content. In addition, vulnerabilities in the ~~Company~~design of HotPlay’s products or the platforms upon which they run could ~~become worthless.~~be discovered after their release, which may result in lost revenues from paying consumers or increased cost of developing technological measures to respond to these, either of which could negatively impact HotPlay’s business.

~~Risks Relating to The Share Exchanges:~~Existing intellectual property laws may not provide adequate protection for HotPlay’s products in connection with emerging technologies.

The insolvency or business failure of any of HotPlay’s business partners could negatively impact HotPlay.

Retailers and distributors in the interactive entertainment industry have from time to time experienced significant fluctuations in their businesses and a number of ~~shares~~them have failed. Challenging economic conditions may impair the ability of ~~common stock issuable pursuant~~HotPlay’s customers to pay for products it has purchased and, as a result, HotPlay’s reserves for doubtful accounts and write-off of accounts receivable could increase and, even if increased, may turn out to be insufficient. Further, the insolvency or business failure of other types of business partners could result in disruptions to the distribution of HotPlay’s products or the cancellation of contractual arrangements that it considers to be favorable. A payment default by, or the insolvency or business failure of, a significant business partner could negatively impact HotPlay’s business.

HotPlay ~~Share Exchange~~is a global company and is subject to the risks and uncertainties of conducting business outside of the U.S.

HotPlay conducts business throughout the world. Moving forward, HotPlay expects that international sales will continue to account for a significant portion of its total revenues and, moreover, that sales in emerging markets in Asia and elsewhere will continue to be an important part of its sales. As such, it is and may be increasingly, subject to risks inherent in foreign trade generally, as well as risks inherent in doing business in emerging markets, including increased tariffs and duties, compliance with economic sanctions, fluctuations in currency exchange rates, shipping delays, increases in transportation costs, international political, regulatory and economic developments, unexpected changes to laws, regulatory requirements, and enforcement on HotPlay and its partners and differing local business practices, all of which may impact profit margins or make it more difficult, if not impossible, for it to conduct business in foreign markets.

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A deterioration in relations between either HotPlay or the United States and any country in which HotPlay has significant operations or sales, or the implementation of government regulations in such a country, could result in the adoption or expansion of trade restrictions, including economic sanctions, that could have a negative impact on HotPlay’s business.

In addition, cultural differences may affect consumer preferences and limit the international popularity of games that are popular in one jurisdiction or require HotPlay to modify the content of the games or advertising methods, or the method by which it charges customers, to be successful. If HotPlay does not correctly assess consumer preferences in the countries in which it sells products or offers services, or if the other risks discussed herein come to fruition, it could negatively impact its business.

Fluctuations in currency exchange rates could negatively impact HotPlay’s business.

HotPlay transacts business in various currencies other than the U.S. dollar and has international sales and expenses denominated in currencies other than the U.S. dollar, subjecting it to currency exchange rate risks. A substantial portion of HotPlay’s payments and receipts are denominated in local currencies, which could fluctuate against the U.S. dollar. The impact of foreign currency fluctuations, particularly the strengthening of the U.S. dollar, may have an asymmetric and disproportional impact on HotPlay’s business. In addition, interest rate volatility, including lower interest rates resulting from actions taken in connection with the ~~Axion Preferred Conversion will cause significant dilution~~COVID-19 pandemic, can decrease the amount of interest earned on HotPlay’s cash, cash equivalents, and short-term investment portfolios.

HotPlay’s games are subject to ~~existing stockholders and a change~~scrutiny regarding the appropriateness of ~~control of the Company.~~their content.

~~Pursuant~~Certain app stores use rating systems for the content which is made available through such app stores (including Apple and Google). If HotPlay is unable to obtain the ~~HotPlay Share Exchange, following~~ratings it has targeted for products, it could have a negative impact on its business. In some instances, it may be required to modify products to meet the ~~completion~~requirements of the ~~HotPlay Share Exchange and at~~rating systems, which could delay or disrupt the ~~time the outstanding shares~~release of ~~the Company’s Series B Convertible Preferred Stock and Series C Convertible Preferred Stock automatically converts into common stock~~any given product, or may prevent its sale altogether in certain territories. Further, if one of ~~the Company (the “Axion Preferred Conversion~~”)(anticipated to occur near or at the same time as the closing of the HotPlay Share Exchange), the current HotPlay securityholders are expected to own approximately 64.0% of the aggregate outstanding shares of common stock of Monaker, and the Axion Stockholders and Axion Creditors are expected to own approximately 13.8% of the aggregate outstanding common stock of Monaker (without taking into account shares of common stock issuable upon exercise of the Creditor Warrants), with the Monaker stockholders prior to the effective date of the closing and conversion holding approximately 22.2% of the aggregate outstanding common stock of the combined company (without taking into account shares of common stock issuable upon exercise of the Creditor Warrants). AsHotPlay’s games is “re-rated” for any reason, a result, the total shares of common stock issuable upon closing of the HotPlay Share Exchange and in connection with the Axion Preferred Conversion will cause significant dilution to existing stockholders, and result in a change of control.ratings organization could require corrective actions.

~~The Company has~~HotPlay’s business, products, and distribution are subject to increasing regulation in key territories. If it does not ~~yet transferred the shares of Axion acquired pursuant~~successfully respond to ~~the closing of the Axion Share Exchange into~~these regulations, its ~~name.~~business could be negatively impacted.

~~Although~~The video game industry continues to evolve, and new and innovative business opportunities are often subject to new attempts at regulation. As such, legislation is continually being introduced, and litigation and regulatory enforcement actions are taking place, that may affect the ~~Axion Share Exchange closed on November 16, 2020,~~way in which HotPlay, and other industry participants, may offer content and features, and distribute and advertise products. These laws, regulations, and investigations are related to the ~~Company has yet~~protection of minors, gambling, consumer privacy, accessibility, advertising, taxation, payments, intellectual property, distribution, and antitrust, among others.

For example, many foreign countries have laws that permit governmental entities to ~~formally complete the transfer~~restrict or prohibit marketing or distribution of interactive entertainment software products because of the ~~ownership~~content therein (and similar legislation has been introduced at one time or another at the federal and state levels in the United States, including legislation that attempts to impose additional taxes based on content). In addition, certain jurisdictions have laws that restrict or prohibit the marketing or distribution of interactive entertainment software products with random digital item mechanics, or subject such products to additional regulation and oversight, such as reporting to regulators. Also, HotPlay’s games could in the ~~Axion shares into its name, due~~future become subject to ~~a Cease Trade Order issued by~~gambling-related rules and regulations and expose it to civil and criminal penalties. Further, the ~~British Columbia Securities Commission, which impacts Axion,~~growth and development of electronic commerce and virtual items and currency may prompt calls for more stringent consumer protection laws that may impose additional burdens or limitations on operations of companies such as HotPlay conducting business through the ~~Company may choose to not formally complete such transfer, but to instead obtain~~Internet and mobile devices. Also, existing laws or new laws regarding the ~~contractual rights to vote~~marketing of in-app purchases, regulation of currency, banking institutions, unclaimed property, and ~~receive the economic rights to such shares, until such time as such shares can be formally transferred. In the event the transfer of the Axion shares is not approved, or delayed, the Company~~money laundering may be ~~unable~~interpreted to take title to such shares, which could have adverse effects on the Company’s accounting for such acquisition and may ultimately prevent the Company from recognizing the value of such shares. For example, as of November 30, 2020, the Company has accounted for its 33.85% interest in Axion as an investment in affiliate, valued at the aggregate liquidation preference of the Series B Convertible Preferred Stock issued in consideration for such shares of Axion, as ownership of such Axion shares have not yet been formally transferred to the Company.

~~Combining HotPlay and the Company may be more difficult, costly~~cover virtual currency 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.~~goods.

The ~~success~~adoption and enforcement of legislation that restricts the marketing, content, business model, or sales of HotPlay’s products in countries in which it does business may harm the sales of such products, as the products it is able to offer to customers and the size of the potential audience for such products may be limited. HotPlay ~~Share Exchange will depend, in part, on~~may be required to modify certain product development processes or products or alter marketing strategies to comply with regulations, which could be costly or delay the ~~combined company’s ability to realize anticipated cost savings from combining the businesses~~release of the Company and HotPlay. To realize the anticipated benefits and cost savings from the HotPlay Share Exchange, the Company and HotPlay must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If the Company and HotPlay are not able to successfully achieve these objectives, the anticipated benefits of the HotPlay Share Exchange may not be realized fully or at all or may take longer to realize than expected.products. In addition, the ~~actual cost savings~~laws and regulations affecting HotPlay’s products vary by territory and may be inconsistent with one another, imposing conflicting or uncertain restrictions. Failure to comply with any applicable legislation may also result in government-imposed fines or other penalties, as well as harm to HotPlay’s reputation.

Change in government regulations relating to the Internet could negatively impact HotPlay’s business.

HotPlay relies on consumer’s/user’s access to significant levels of Internet bandwidth for the digital delivery of its content and the functionality of its games with online features. Changes in laws or regulations that adversely affect the growth, popularity, or use of the Internet, including laws impacting “net neutrality,” could impair HotPlay’s consumer’s/user’s online experiences, decrease the demand for its products and services or increase its cost of doing business. Given the uncertainty around these rules relating to the Internet, including changing interpretations, amendments, or repeal of those rules, coupled with the potentially significant political and economic power of local Internet service providers and the level of Internet bandwidth access HotPlay’s products and services require, it could experience discriminatory or anti-competitive practices that could impede its growth, cause HotPlay ~~Share Exchange could~~to incur additional expenses, or otherwise negatively impact its business.

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HotPlay depends on servers and networks to operate its games and advertising. If HotPlay were to lose functionality in any of these areas for any reason, its businesses may be ~~less than anticipated.~~negatively impacted.

The ~~Company~~business of HotPlay relies on the continuous operation of servers, some of which are owned and operated by third parties. Although HotPlay ~~have operated~~strives to maintain more than sufficient server capacity, and ~~until~~provide for active redundancy in the ~~completion~~event of limited hardware failure, any broad-based catastrophic server malfunction, a significant service-disrupting attack or intrusion by hackers that circumvent security measures, a failure of disaster recovery service, or the failure of a company on which HotPlay ~~Share Exchange, must continue~~is relying for server capacity to ~~operate independently. It is possible~~provide that capacity for whatever reason would likely degrade or interrupt the ~~integration process~~functionality of its software and products with online features, and could prevent the operation of such software and products altogether, any of which could result in the loss of ~~key employees,~~sales.

HotPlay also relies on platforms and networks operated by third parties, such as the ~~disruption~~Apple Appstore and Google Play store, for the sale and digital delivery of ~~our ongoing businesses or inconsistencies in standards, controls, procedures and policies that~~downloadable games. An extended interruption to any of these services could adversely affect ~~our~~its ability to ~~maintain relationships with customers, suppliers~~operate, which could result in a loss of revenue and employees or to achieve the anticipated benefits and cost savings of the HotPlay Share Exchange. 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 HotPlay Share Exchange on the combined company.

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

The success of the HotPlay Share Exchange 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 HotPlay Share Exchange is pending, or with the combined company after the HotPlay Share Exchange is 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.otherwise negatively impact its business.

~~Regulatory~~HotPlay derives a significant portion of its revenues from advertisements and ~~other approvals may not~~if any events occur that negatively impact its relationships with advertisers, its advertising revenues and operating results would 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 HotPlay Share Exchange.~~negatively impacted.

~~Before~~HotPlay derives a significant portion of its revenues through advertisements and offers it serves to gamers. HotPlay needs to maintain good relationships with advertisers to provide it with a sufficient inventory of advertisements and offers. Online advertising, including through mobile games and other mobile applications, is an intensely competitive industry. Many large companies, such as Amazon, Facebook, and Google, invest significantly in data analytics to make their websites and platforms more attractive to advertisers. If HotPlay’s relationship with any advertising partners 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 ~~Share Exchange may be completed, applicable approvals may~~would need to ~~be obtained under certain laws~~qualify new advertising partners, which could negatively impact its revenues, at least in the short term.

In addition, internet-connected devices 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 HotPlay Share Exchange 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 tooperating systems controlled by third parties ~~who hold contractual rights~~increasingly contain features that allow device users to ~~approve~~disable functionality that allows for the delivery of advertising on their devices. Device and ~~consent to the HotPlay Share Exchange. There can be no assurance that regulators will not impose conditions, terms, obligations~~browser manufacturers may include or ~~restrictions and that such conditions, terms, obligations or restrictions will not have the effect~~expand these features as part of delaying completion of the HotPlay Share Exchange 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 restrictions may result in the delay or abandonment of the HotPlay Share Exchange.their standard device specifications.

HotPlay’s business is highly competitive. The ~~consummation~~competition presents an ongoing threat to the success of ~~the HotPlay Share Exchange will result in a change of control of the Company~~HotPlay’s business..

~~Due to the significant number of shares issuable at the closing of the~~ HotPlay Share Exchange (i.e., 52,000,000 shares of Monaker common stock (currently representing approximately 64.0% of the shares of common stock which will be outstanding at closing, based on Monaker’s current outstanding shares)), a change of control of the Company will be deemed to have occurred, and the owners of HotPlay prior to the HotPlay Share Exchange 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 three of our current directors to resign and the appointment of four new directors, which are to be nominated by the principal stockholder of HotPlay, and such principal stockholder and Monaker are required to mutually agree on a seventh, eight and nineth director who will be independent, unless otherwise agreed by the parties (one of which is currently anticipated to be one of Monaker’s current directors). Additionally, the new stockholders 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 HotPlay Share Exchange will be minority stockholders 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 prior owners of HotPlay, which will mean they will remain in control of who serves as officers of the Companycompetes with companies that sell advertising, as well as ~~whether any changes~~with companies that provide social, media, and communication products and services that are ~~made~~designed to engage users on mobile devices and online. HotPlay faces significant competition in every aspect of its business, including companies that facilitate communication and the ~~board~~sharing of ~~directors. An owner~~content and information, companies that enable marketers to display advertising, companies that distribute video and other forms of media content, and companies that provide development platforms for applications developers. HotPlay competes with companies that offer products across broad platforms that replicate the ~~Company’s securities should keep~~capabilities it provides. Some of its competitors may be domiciled in ~~mind~~different countries and subject to political, legal, and regulatory regimes that ~~your shares,~~enable them to compete more effectively than HotPlay. In addition, HotPlay faces competition from traditional, online, and ~~your voting of such shares, will likely have little effect on the outcome of corporate decisions.~~mobile businesses that provide media for marketers to reach their audiences and/or develop tools and systems for managing and optimizing advertising campaigns.

Some of HotPlay’s current and potential competitors may have greater resources or stronger competitive positions in certain product segments, geographic regions, or user demographics than it does. These factors may allow competitors to respond more effectively to new or emerging technologies and changes in market conditions. HotPlay’s competitors may develop products, features, or services that are similar to its or that achieve greater acceptance may undertake more far-reaching and successful product development efforts or marketing campaigns or may adopt more aggressive pricing policies.

HotPlay’s ability to compete effectively depends upon many factors both within and beyond its control, including:

● the popularity, usefulness, ease of use, performance, and reliability of its products compared to its competitors’ products;

● the size and composition of its user base;

● the engagement of users with its products and competing products;

● the timing and market acceptance of products, including developments and enhancements to its or its competitors’ products;

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● its safety and security efforts and its ability to protect user data and to provide users with control over their data;

~~Upon the closing~~

● its ability to distribute its products to new and existing users;

● its ability to monetize its products;

● HotPlay’s frequency, size, format, quality, and relative prominence of the ~~HotPlay Share Exchange we plan to transition the majority of our business operations to those of HotPlay.~~ads displayed by it or its competitors;

~~While we plan~~● customer service and support efforts;

● marketing and selling efforts, including HotPlay’s ability to ~~continue~~measure the effectiveness of its ads and to ~~operate~~provide marketers with a compelling return on its investments;

● its ability to establish and maintain developers’ interest in ~~the travel industry,~~building mobile and ~~through Longroot, following the closing~~web applications that integrate with their applications, games, and offerings;

● changes mandated by legislation, regulatory authorities, or litigation, some of the HotPlay Share Exchange, 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.~~have a disproportionate effect on it;

~~We will be subject to business uncertainties and contractual restrictions while the HotPlay Share Exchange is pending.~~● acquisitions or consolidation within its industry, which may result in more formidable competitors;

~~Uncertainty about the effect of the HotPlay Share Exchange on employees and partners may have an adverse effect on us. These uncertainties may impair our~~● its ability to attract, retain, and motivate ~~key personnel until the~~talented employees, particularly software engineers, designers, and product managers;

● its ability to cost-effectively manage and grow its operations; and

● its reputation and brand strength relative to those of its competitors.

If HotPlay ~~Share Exchange~~ is ~~completed,~~not able to compete effectively, its user base and ~~could cause partners~~level of user engagement may decrease, it may become less attractive to developers 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 HotPlay Share Exchange has been successfully completed or terminated. Retentionmarketers, and its revenue and results of ~~certain employees~~operations may be ~~challenging during the pendency of the~~materially and adversely affected.

HotPlay’s new products and changes to existing products could fail to attract or retain users or generate revenue and profits.

HotPlay’s ability to retain, increase, and engage its user base and to increase revenue depends heavily on its ability to continue to evolve existing products and to create successful new products, both independently and in conjunction with developers or other third parties. HotPlay ~~Share Exchange, as certain employees~~ may ~~experience uncertainty about their future roles~~introduce significant changes to its existing products or ~~compensation structure. If key employees depart because of issues relating to the uncertainty~~acquire or introduce new and ~~difficulty of integration~~unproven products, including using technologies with which they have little or ~~a desire not to remain with the business, our business following the HotPlay Share Exchange could be negatively impacted.~~no prior development or operating experience. In addition, the ~~HotPlay Share Exchange restricts us from making certain acquisitions and taking~~introduction of new products, or changes to existing products, may result in new or enhanced governmental or regulatory scrutiny or other specified actions until the HotPlay Share Exchange is 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 HotPlay Share Exchange.

~~The HotPlay Share Exchange limits our ability to pursue alternatives to the HotPlay Share Exchange.~~

~~The HotPlay Share Exchange contains provisions~~complications that could adversely affect HotPlay’s business and financial results. If HotPlay’s new or enhanced products fail to engage users, marketers, or developers, or if its business plans are unsuccessful, it may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify its investments, and its business may be adversely affected.

HotPlay’s products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in such systems, could adversely affect its business.

HotPlay’s products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties, which is highly technical and complex. In addition, HotPlay’s products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which it relies has contained, and will in the future contain, errors, bugs, or vulnerabilities, and its systems are subject to certain technical limitations that may compromise its ability to meet its objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which HotPlay relies have in the past led to, and may in the future lead to, outcomes including a negative experience for users and marketers who use such products, compromised ability of such products to perform in a manner consistent with HotPlay’s terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of its users and/or its intellectual property, or reductions in its ability to provide some or all of its services. In addition, any errors, bugs, vulnerabilities, or defects in HotPlay’s systems or the software and hardware on which it relies, failures to properly address or mitigate the technical limitations in its systems, or associated degradations or interruptions of service or failures to fulfill its commitments to users, have in the past led to, and may in the future lead to, outcomes including damage to its reputation, loss of users, loss of marketers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect HotPlay’s business and financial results.

HotPlay’s business partners may be unable to honor their obligations to HotPlay.

HotPlay relies on various business partners, including third-party service providers, vendors, licensing partners, development partners, and licensees in many areas of its business. Their actions may put HotPlay’s business and our reputation and brand at risk. For example, HotPlay may have disputes with its business partners that may impact ~~competing proposals~~its business and/or financial results. In many cases, HotPlay’s business partners may be given access to ~~acquire us. These provisions include~~sensitive and proprietary information in order to provide services and support to their teams, and they may misappropriate such information and engage in unauthorized use of it. In addition, the ~~prohibition on us generally from soliciting any acquisition proposal~~failure of these third parties to provide adequate services and technologies, or ~~offer for~~the failure of the third parties to adequately maintain or update their services and technologies, could result in a ~~competing transaction. These provisions might discourage a third party that might have an interest~~disruption to HotPlay’s business operations. Further, disruptions 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~~financial markets, economic downturns including related to the COVID-19 pandemic, poor business decisions, or reputational harm may adversely affect HotPlay’s partners and they may not be able to continue honoring their obligations to HotPlay ~~Share Exchange.~~or could cease their arrangements with HotPlay. Alternative arrangements and services may not be available to HotPlay on commercially reasonable terms or HotPlay may experience business interruptions upon a transition to an alternative partner or vendor. If HotPlay loses one or more significant business partners, its business could be harmed and its financial results could be materially affected.

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The products or services HotPlay releases may contain defects, bugs, or errors.

HotPlay’s products and services are extremely complex software programs and are difficult to develop and distribute. HotPlay has quality controls in place to detect defects, bugs, or other errors in its products and services before they are released. Nonetheless, these quality controls are subject to human error, overriding, and resource or technical constraints. In addition, the effectiveness of its quality controls and preventative measures may be negatively affected by the distribution of its workforce resulting from the COVID-19 pandemic. As such, these quality controls and preventative measures may not be effective in detecting all defects, bugs, or errors in HotPlay’s products and services before they have been released into the marketplace. In such an event, the technological reliability and stability of HotPlay’s products and services could be below its standards and the standards of its players, and its reputation, brand, and sales could be adversely affected. In addition, HotPlay could be required to or may find it necessary to, offer a refund for the product or service, suspend the availability or sale of the product or service or expend significant resources to cure the defect, bug, or error each of which could significantly harm HotPlay’s business and operating results.

Competition within, and to, the interactive entertainment industry is intense, and competitors may succeed in reducing HotPlay’s sales.

HotPlay competes with other publishers of interactive entertainment software, both within and outside the United States. HotPlay’s competitors include very large corporations with significantly greater financial, marketing, and product development resources than it has. Its larger competitors may be able to leverage their greater financial, technical, personnel, and other resources to provide larger budgets for development and marketing and make higher offers to licensors and developers for commercially desirable properties, as well as adopt more aggressive pricing policies to develop more commercially successful video game products than HotPlay does. In addition, competitors with large portfolios and popular games typically have greater influence with platform providers, retailers, distributors, and other customers who may, in turn, provide more favorable support to those competitors’ games.

Additionally, HotPlay competes with other forms of entertainment and leisure activities. As HotPlay’s business continues to expand in complexity and scope, it have increased exposure to additional competitors, including those with access to large existing user bases and control over distribution channels. Further, it is difficult to predict and prepare for rapid changes in consumer demand that could materially alter public preferences for different forms of entertainment and leisure activities. Failure to adequately identify and adapt to these competitive pressures could negatively impact HotPlay’s business.

The importance of mobile gaming to HotPlay’s business exposes HotPlay ~~Exchange Agreement~~to increased competition.

HotPlay has seen, and expects to continue to see new competitors enter the market for mobile games and existing competitors to allocate more resources to developing and marketing competing mobile games and applications. HotPlay competes, or may ~~be terminated~~compete, with a vast number of small companies and individuals who are able to create and launch casual games and other content using relatively limited resources and with relatively limited start-up time or expertise. Competition for the attention of consumers on mobile devices is intense, as the number of applications on mobile devices has been increasing dramatically, which, in ~~accordance with its terms~~turn, has required increased marketing to garner consumer awareness and attention. This increased competition has negatively impacted, and is expected to continue to negatively impact, HotPlay’s business.

If the use of mobile devices as game platforms and the ~~HotPlay Share Exchange may~~proliferation of mobile devices generally do not increase, HotPlay’s business could be ~~completed.~~adversely affected.

The number of people using mobile Internet-enabled devices has increased dramatically over time and we expect that this trend will continue. However, the mobile market, particularly the market for mobile games, may not grow in the way we anticipate. HotPlay’s future success is substantially dependent upon the continued growth of the market for mobile games. In addition, HotPlay ~~Exchange Agreement~~does not currently offer games on all mobile devices. If the mobile devices on which HotPlay’s games are available decline in popularity or become obsolete faster than anticipated, they could experience a decline in revenue and may not achieve the anticipated return on development efforts. Any such declines in the growth of the mobile market or in the use of mobile devices for games could harm HotPlay’s business, financial condition or results of operations.

Companies and governmental agencies may restrict access to platforms, mobile applications or the Internet generally, which could lead to the loss or slower growth of HotPlay’s player base.

HotPlay’s game players generally need to access the Internet and in particular platforms such as the Apple App Store, the Google Play Store, Facebook, Snapchat or our website to play games. Companies and governmental agencies could block access to any platform, website, mobile applications or the Internet generally for a number of reasons such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit employees from accessing Apple, Google, Facebook and our website or any social platform. If companies or governmental entities block or limit such or otherwise adopt policies restricting players from playing HotPlay’s games, HotPlay’s business could be negatively impacted and could lead to the loss or slower growth of its player base.

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HotPlay’s businesses are subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, content, competition, consumer protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to HotPlay’s business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm HotPlay’s business.

HotPlay is subject to ~~several conditions~~a variety of laws and regulations in the United States and abroad that involve matters central to HotPlay’s businesses, including privacy, data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, product liability, e-commerce, taxation, economic or other trade prohibitions or sanctions, anti-corruption and political law compliance, securities law compliance, and online payment services. The introduction of new products, expansion of HotPlay’s activities in certain jurisdictions, or other actions that it may take may subject it to additional laws, regulations, or other government scrutiny. In addition, foreign data protection, privacy, content, competition, and other laws and regulations can impose different obligations or be more restrictive than those in the United States.

These U.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which HotPlay operates, and may be interpreted and applied inconsistently from country to country and inconsistently with HotPlay’s current policies and practices. Proposed or new legislation and regulations could also significantly affect HotPlay’s businesses. These laws and regulations, as well as any associated claims, inquiries, or investigations or any other government actions, may in the future lead to unfavorable outcomes including increased compliance costs, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm HotPlay’s businesses, including fines or demands or orders that it modify or cease existing business practices.

HotPlay may be subject to risks arising from Thailand’s Personal Data Protection Act.

All entities established in Thailand and any entity established outside of Thailand which collects, uses, discloses or transfers personal data of individuals in Thailand is subject to Thailand’s Personal Data Protection Act (the “PDPA”). Although the effective date of certain provisions of the PDPA have been extended to May 31, 2021, much of the PDPA is currently effective. Any information that may be used to directly or indirectly identify a natural person is considered “personal data.” The PDPA also protects “sensitive personal data” such as racial or ethnic origin, political opinions, religious beliefs, sexual orientation, criminal records, health data, genetic or biological data. The PDPA requires that an entity must ~~be fulfilled in order~~obtain consent prior to ~~complete~~or at the ~~HotPlay Share Exchange. These conditions~~time of gathering or processing personal information and individuals are allowed to object to the ~~closing~~use, disclosure or collection of ~~the HotPlay Share Exchange may not be fulfilled and, accordingly, the HotPlay Share Exchange may not be completed. In addition, the parties~~their personal information. Failure to the HotPlay Exchange Agreement can generally terminate such agreement if the transactions contemplated thereby do not close by February 28, 2021, under certain other conditions if the terms of the HotPlay Share Exchange are breached, and the parties can mutually decide to terminate the HotPlay Exchange Agreement at any time. In addition, the Company and the counterparties to the HotPlay Exchange Agreement may elect to terminate the HotPlay Exchange Agreement in certain other circumstances.

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

~~The Company may incur costs in connection~~comply with the ~~defense or settlement of any stockholder lawsuits filed~~PDPA could result in ~~connection~~civil penalties with punitive damages, administrative fines and criminal penalties. Any failure to comply with the ~~HotPlay Share Exchange. Such litigation~~PDPA, whether or intentional or not, could have an adverse ~~effect~~consequence on ~~the~~HotPlay’s business, financial condition and results of operations of the Company and could prevent or delay the consummation of the HotPlay Share Exchange. Such litigation, affecting HotPlay and/or the HotPlay Stockholders, could delay or prevent the closing of the HotPlay Share Exchange.

Certain of the Company’s warrant holders will need to approve the HotPlay Share Exchange 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 HotPlay Share Exchange.

Certain of the Company’s outstanding warrants agreements include provisions which allow such holders the right, following a fundamental transaction, such as the HotPlay Share Exchange, 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 HotPlay Share Exchange, exercise their warrants prior to the date of closing of the HotPlay Share Exchange, 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 HotPlay Share Exchange from closing.

~~Termination of the HotPlay Share Exchange could negatively impact the Company.~~

In the event the HotPlay Share Exchange is terminated, our business may have been adversely impacted by our failure to pursue other beneficial opportunities due to the focus of management on the HotPlay Share Exchange, and the market price of our common stock might decline to the extent that the current market price reflects a market assumption that the HotPlay Share Exchange will be completed. If the HotPlay Share Exchange is 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 HotPlay Share Exchange.

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

The closing of the HotPlay Share Exchange 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 HotPlay Share Exchange, 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 HotPlay Share Exchange, which is a required condition to closing the HotPlay Share Exchange, if required by The NASDAQ Capital Market.

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

The HotPlay Share Exchange contains 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 HotPlay Share Exchange. 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 HotPlay Share Exchange could negatively impact our stock price and future business and financial results.~~

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

● matters relating to the HotPlay Share Exchange (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 HotPlay Share Exchange and integration of the Company and HotPlay into a single business, including legal, accounting, financial advisory and other costs.

If the HotPlay Share Exchange is 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;~~

~~● 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 HotPlay Share Exchange. 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 “Part I – Financial Statements – Item. Financial Statements – Notes to the Consolidated Financial Statements - Note 5 – Line of Credit and Notes Payable—HotPlay Convertible Notes”~~, 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 1,500,000 shares of common stock. Such issuance would result in immediate and substantial dilution to the interests of other stockholders.

~~Risks Relating to Longroot Thailand~~

~~Cryptocurrency exchanges and other trading venues are relatively new.~~

When cryptocurrency 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 cryptocurrency 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. Cryptocurrency 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. In the event Longroot Thailand faces fraud, security failures, operational issues or similar events, such factors would have a material adverse effect on the ability of Longroot Thailand to continue as a going concern, which could have a material adverse effect on the business, prospects or operations of Longroot Thailand.

~~Longroot Thailand’s business may be adversely affected by market uncertainty or lack of confidence among investors.~~

Longroot Thailand’s revenues are derived from the participation in fundraising activities via the issuance of crypto tokens through its Initial Coin Offering (ICO) Portals. Uncertain economic and market conditions, and other poor geopolitical conditions, may adversely affect investor confidence and business activities of potential clients. This could result in declines in size and number of fundraises, which would likely negatively impact Longroot Thailand’s ~~results of operations~~.

Regulatory changes or actions may alter the nature of the Company’s ownership of Longroot Thailand or restrict the use of cryptocurrencies in a manner that adversely affects Longroot Thailand’s business, prospects or operations.

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies, 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 approve a legal initial coin offering (“~~ICO”) portal for issuers. Under Thai Securities and Exchange Commission (“Thai SEC~~”) regulation, all crypto token issuance in Thailand must be approved by the Thai SEC and carried out via an approved ICO Portal such as Longroot Thailand. Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. Similar actions by governments or regulatory bodies could impact the ability of Longroot Thailand to continue to operate and such actions could affect the ability of Longroot Thailand to continue as a going concern, which could have a material adverse effect on the business, prospects or operations of the Company.

Furthermore, tokens issued by Longroot Thailand may be classified as securities depending on the nature of the token and the regulatory frameworks of the respective jurisdictions. Longroot Thailand’s activities may be subject to securities regulations in different jurisdictions, which could limit its business activity, such as limits on the personnel it can issue tokens to, and this may negatively impact Longroot Thailand’s profitability. In addition, compliance with existing laws and regulations, will involve significant amounts of time, including that of Longroot Thailand’s senior leaders and that of dedicated compliance personnel, all of which might negatively impact Longroot Thailand’s results of operations.

The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies are subject to a variety of factors that are difficult to evaluate.

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies 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.

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

Longroot Thailand’s coins 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. Coinholders may also encourage, promote, facilitate or instruct others to engage in illegal activities. If the measures Longroot Thailand has taken are too restrictive and inadvertently screen proper transactions, this could diminish customer experience which could harm its business. Thailand’s business could be harmed if customers use its system for illegal or improper purposes.

~~Acceptance and/or widespread use of cryptocurrency is uncertain.~~

Currently, there is a relatively small use of cryptocurrencies in the retail and commercial marketplace for goods or services. In comparison, there is relatively large use by speculators contributing to price volatility. The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. Such lack of acceptance or decline in acceptances would have a material adverse effect on 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, prospects or operations of Longroot Thailand and ultimately the Company.

~~There are cyber security risks related to cryptocurrency 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 cryptocurrency 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 cryptocurrency 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 effecting Longroot Thailand may adversely affect its operations and results of operations and ultimately have a material adverse effect on the Company.

~~Competing blockchain platforms and technologies may cause consumers to use alternative distributed ledgers.~~

The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or an alternative to distributed ledgers altogether. This may adversely affect Longroot Thailand.

~~Future regulatory changes affecting Longroot Thailand are unable to predict.~~

Digital assets in Thailand are regulated under the Securities and Exchange Commission of Thailand, and are subject to comprehensive statutes, regulations and margin requirements. In addition, the Securities and Exchange Commission of Thailand is authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of digital assets both inside and outside Thailand is a rapidly changing area of law and is subject to modification by government and judicial action. Digital assets also currently face an uncertain regulatory landscape in various jurisdictions. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect digital assets and its users, particularly digital asset operators and service providers that fall within such jurisdictions’ regulatory scope. Such laws, regulations or directives may conflict with those of Thailand and may negatively impact the acceptance of digital assets by users, merchants and service providers outside of Thailand and may therefore impede the growth of the digital asset economy. The effect of any future domestic or foreign regulatory change on the Longroot Thailand is unable to be predicted, but such change could be substantial and adverse to Longroot Thailand’s operations and prospects.

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 ~~November 30, 2020~~May 31, 2021 and from the period from ~~November~~April 1, ~~2020~~2021 to the filing date of this report, which have not previously been disclosed in ~~the Company’s August 31, 2020, Quarterly Report, or in~~ a Current Report on Form 8-K, except as disclosed below:

▪

~~In November 2020, the Company issued 35,000 shares of restricted common stock to a consultant in consideration for investor relations services.~~

On or around January 15, 2021, a warrant holder exercised warrants to purchase 15,000 shares of the Company’s common stock and paid the aggregate exercise price of $30,000 ($2.00) per share. The shares underlying the warrants were registered on a Form S-3 registration statement.

▪

~~In November 2020, the Company issued 10,000 shares of restricted common stock to a consultant in consideration for consulting services in connection with a medical tourism project.~~

▪

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 agreed to assist the Company in the development and design of a Call Center Operation to support the Company’s 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 Company issued the consultant 1,500 shares of restricted common stock for the months of September, October and November 2020. The agreement was terminated on December 7, 2020, and the parties entered into as a new consulting agreement, with an annual fee of $110,000 instead of the 1,500 per month stock compensation.

On January 22, 2021, the Company issued an aggregate of 185,000 shares of restricted common stock to various consultants in consideration for investor relations related services.

On February 4, 2021, the Company issued an aggregate of 50,000 shares of restricted common stock to a consultant in consideration for investor relations related services.

On March 31, 2021, the Company issued 17,500 shares of common stock to an employee for services rendered.

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.

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Prior Issuer Purchases of Securities

Period	Total number of shares purchased		Average price paid per share
March 1, 2021 to March 31, 2021		—	$	—
April 1, 2021 to April 30, 2021		—	$	—
May 1, 2021 to May 31, 2021⁽¹⁾		344,400	$	1.45
Total		344,400	$	1.45

(1)

Pursuant to the IP Purchase Amendment (see Part I, Item 1 of this Form 10-Q in the Notes to Consolidated Financial Statements in “Note 12 - Commitments and Contingencies”, under the heading “Legal Matters”), on May 19, 2021 the Company made the initial payment of $500,000 to IDS. After May 31, 2021, the necessary documentation to affect the transfer of the first 344,400 shares of common stock back to the Company pursuant to the IP Purchase Amendment was received and is being processed, however, such shares have not been transferred to the Company to date or cancelled. The repurchase of the shares is a required term and condition of the IP Purchase Amendment and was affected in a private negotiated transaction.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~Because this Quarterly Report on Form 10-Q is being filed within four business days from the date~~As previously disclosed under Item 1.01 of the ~~reportable events described below, we have elected to make the following disclosures in this Quarterly Report on Form 10-Q, instead of in a~~ Company’s Current Report on Form 8-K ~~under~~ ~~Items 1.01~~, ~~2.03, and~~ ~~3.02, as applicable:~~ filed by the Company with the Commission on June 11, 2021:

Item ~~1.01~~1.01. Entry into a Material Definitive Agreement.

~~On January 15,~~In advance of the closing of the HotPlay Share Exchange, on May 20, 2021, the Company entered into a ~~Founding Investment and Subscription~~Master Development Agreement with HotPlay (the “~~Investment~~Development Agreement”) ~~with Reinhart Interactive TV AG, a company organized in Switzerland (“Reinhart~~”), ~~and Jan C. Reinhart, the founder of Reinhart (“Founder”). The Investment Agreement contemplates~~pursuant to which the Company ~~acquiring 51%~~engaged HotPlay to develop a series of the ownership of Reinhart, in consideration for a capital contribution of 10,000,000 Swiss Francs (approximately $11.2 million), of which it is contemplated that one-half (approximately $5.6 million), willcasual games, integrated with HotPlay’s in-game advertising, to be ~~paid in cash and one-half will be paid in restricted shares of the Company’s common stock (valued at approximately $5.6 million). The closing of the transactions contemplated~~used by ~~Investment Agreement is to take place on April 1, 2021, or earlier if the conditions to closing are earlier satisfied. Conditions to closing include~~ the Company ~~paying the required capital contribution, approval~~in its planned game publishing platform. The Company made a payment 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 includes customary representations and warranties of the parties. We also agreed$900,000 to ~~reimburse the Founder’s legal fees of up to 30,000 Swiss Francs (approximately $33,670)~~HotPlay as a retainer in connection with the transaction. Additionally, in the event we fail 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.

Reinhart is in the business of providing a software-based TV and video distribution platform to telecom operators and digital content owners and providing services to telecom operators and digital content owners for user interaction design, as well as software development, deployment and support.

~~In connection with our~~ entry into the ~~Investment~~Development Agreement, ~~we entered into a Founding Shareholders’ Agreement with the Founder (the “Shareholders’ Agreement”). The Shareholders’ Agreement set forth certain rules for the governance~~ and ~~control of Reinhart. The Shareholders’ Agreement provides~~agreed that the ~~Board of Directors of Reinhart will consist of five members, three of which will~~services provided by HotPlay under the Development Agreement would be appointed by the Founder and other shareholders of Reinhart, and two of which will be appointed by the Company; that any material shareholder matters are required to be approved by shareholders holdingbilled at least 66 2/3% of 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 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.

$4,500 per 160 man hours per month. 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’~~Development Agreement has a term of 10two 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~~early termination rights in ~~connection with certain initial public offerings.~~the event of a breach of the agreement by the non-breaching party.

~~As discussed above,~~Also on May 20, 2021, the ~~transactions contemplated~~Company and HotPlay entered into an amendment to a prior Master Development and Licensing Agreement entered into between the parties on March 17, 2021 (the “March 2021 Development Agreement”), which provided for the Company’s license of the “HotNow Platform” from HotPlay, and the engagement of HotPlay to develop a travel app, and provided for a $400,000 license fee and a $100,000 retainer fee, which were paid to HotPlay. The March 2021 Development Agreement required the Company to make an additional $600,000 upfront development payment under the agreement, which payment was subsequently made. The Company agreed that the services provided by HotPlay under the March 2021 Development Agreement would be billed at $4,500 per 160 man hours per month. The March 2021 Development Agreement has a term of two years, subject to early termination rights in the event of a breach of the agreement by the ~~Investment Agreement are subject to certain conditions and are not expected to close until April 1, 2021.~~non-breaching party.

~~The foregoing description~~

Table of the Investment Agreement and Shareholders’ Agreement, do not purport to be complete and are qualified in their entirety by reference to the full text of the Investment Agreement and Shareholders’ Agreement, which are filed as ~~Exhibits 10.30, and~~ ~~10.31~~ ~~to this Quarterly Report on Form 10-Q.~~Contents

~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~The information and disclosures regarding the Investment Agreement set forth in~~ ~~Item 1.01~~ ~~above are incorporated by reference into this~~ ~~Item 2.03~~ ~~of this “Item 5. Other Information”, in their entirety.~~

~~Item 3.02. Unregistered Sales of Equity Securities.~~

~~As described in~~ ~~Item 1.01~~ ~~of this “Item 5. Other Information~~”, the Company contemplates issuing shares of restricted common stock to Reinhart to pay its required capital contribution under the terms of the Investment Agreement, which shares will be equal in value to 10,000,000 Swiss Francs (approximately $5.6 million).

We claim an exemption from registration for the offer of the restricted stock described above, and plan to claim an exemption for the issuance of such restricted stock, pursuant to Section 4(a)(2), Rule 506(b) and/or Regulation S of the Securities Act (“~~Regulation S”), since the shares of common stock were offered to, and will be obtained by, an “accredited investor~~” and/or a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by the Company, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. The securities will be 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 therefrom. 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 6. Exhibits.

Incorporated By Reference

Exhibit No.

Description

Furnished or Filed Herewith

Form

Exhibit

Filing Date

File No.

1.1

Underwriting Agreement, dated May 13, 2021, by and between Monaker Group, Inc. and Kingswood Capital Markets, division of Benchmark Investments, Inc.

8-K

1.1

5/18/2021

001-38402

2.1+

Intellectual Property Purchase Agreement by and between Monaker Group, Inc., as Buyer and IDS Inc., as Seller, dated August 15, 2019

8-K

2.1

8/22/2019

001-38402

2.2+

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

7/23/2020

001-38402

2.3

First Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, entered into October 28, 2020, and dated as of October 23, 2020

8-K

2.2

10/29/2020

001-38402

2.4	Second Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated November 12, 2020	8-K	2.3	11/18/2020	001-38402
2.5	Third Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated January 6, 2021	8-K	2.4	1/11/2021	001-38402
2.6+	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	7/23/2020	001-38402

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, division of Benchmark Investments, Inc. 8-K 1.1 7/27/2020 001-38402

1.2 Underwriting Agreement, dated December 28, 2020, by and between Monaker Group, Inc., Kingswood Capital Markets, division of Benchmark Investments, Inc. and Aegis Capital Corp. 8-K 1.1 12/31/2020 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 7/23/2020 001-38402

2.2 First Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, entered into October 28, 2020, and dated as of October 23, 2020 8-K 2.2 10/29/2020 001-38402

2.3 Second Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated November 12, 2020 8-K 2.3 11/18/2020 001-38402

2.4 Third Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated January 6, 2021 8-K 2.4 1/11/2021 001-38402

2.5# 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 7/23/2020 001-38402

2.6 First Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, entered into October 28, 2020, and dated as of October 23, 2020 8-K 2.4 10/29/2020 001-38402

Table of Contents

2.7	First Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, entered into October 28, 2020, and dated as of October 23, 2020	8-K	2.4	10/29/2020	001-38402
2.8+	Amended and Restated Share Exchange Agreement by and among Monaker Group, Inc. and the Stockholders Holding Shares or Debt of Axion Ventures, Inc., dated as of November 12, 2020	8-K	2.6	11/18/2020	001-38402
2.9	Stock Purchase Agreement dated November 2, 2020, by and between Dr. Jason Morton (seller), Monaker Group, Inc. (purchaser), and Longroot, Inc., for certain limited purposes	8-K	2.1	11/19/2020	001-38402

2.10	December 11, 2020 Letter Agreement between Monaker Group, Inc. and Dr. Jason Morton relating to the November 2, 2020 Stock Purchase Agreement	8-K	2.2	12/18/2020	001-38402
2.11	First Amendment to Amended and Restated Share Exchange Agreement by and among Monaker Group, Inc. and the Stockholders Holding Shares or Debt of Axion Ventures, Inc., dated as of January 6, 2021	8-K	2.7	1/11/2021	001-38402
2.12	Fourth Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated February 22, 2021	8-K	2.5	2/26/2021	001-38402

2.13		Amendment to Intellectual Property Purchase Agreement by and between Monaker Group, Inc., IDS, Inc. a/k/a IDS International Inc. a/k/a Internet Distribution Systems a/k/a International Distribution Systems, TD Asset Holdings, LLC, and Ari Daniels, dated effective May 18, 2021				8-K		2.2		5/21/2021		001-38402
2.14+		Securities Purchase Agreement dated June 30, 2021, by and between Monaker Group, Inc. and David Ng				8-K		2.1		7/7/2021		001-38402

Table of Contents

3.1		Articles of Incorporation of Maximum Exploration Corporation				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 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
3.11	Certificate of Designation of Monaker Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock as filed with the Secretary of State of Nevada on November 13, 2020	8-K	3.1	11/18/2020	001-38402

Table of Contents

3.12	Certificate of Designation of Monaker Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Convertible Preferred Stock as filed with the Secretary of State of Nevada on November 13, 2020	8-K	3.2	11/18/2020	001-38402
3.13	Amended and Restated Certificate of Designation of Monaker Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock as filed with the Secretary of State of Nevada on January 8, 2021	8-K	3.1	1/11/2021	001-38402
3.14	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

3.15	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
3.16	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
3.17	Amended and Restated Bylaws of Monaker Group, Inc., effective July 27, 2017	8-K	3.1	8/1/2017	000-52669
10.1	$9,000,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, dated March 16, 2021	8-K	10.1	3/22/2021	001-38402

10.2	$1,000,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, dated March 19, 2021	8-K	10.2	3/22/2021	001-38402
10.3	Joint Venture Agreement dated March 8, 2021, by and between Monaker Group, Inc. and Soma Innovation Lab	8-K	10.3	3/22/2021	001-38402
10.4+	Note Purchase Agreement dated March 23, 2021, by and between Monaker Group, Inc. and Streeterville Capital, LLC	8-K	10.1	3/26/2021	001-38402

Table of Contents

10.5+		$9,370,000 Secured Promissory Note dated March 23, 2021, evidencing amounts owed by Monaker Group, Inc. to Streeterville Capital, LLC				8-K		10.1		3/26/2021		001-38402
10.6		$1,500,000 Investor Note dated March 23, 2021, evidencing amounts owed by Streeterville Capital, LLC to Monaker Group, Inc.				8-K		10.3		3/26/2021		001-38402

10.7	Security Agreement dated March 23, 2021, by Monaker Group, Inc. in favor of Streeterville Capital, LLC	8-K	10.4	3/26/2021	001-38402
10.8	March 23, 2021 Forbearance Letter between Monaker Group, Inc. and Streeterville Capital, LLC	8-K	10.5	3/26/2021	001-38402
10.9	Form of Agreement For Consulting Services to be Provided dated March 25, 2021, and entered into March 26, 2021 between Monaker Group, Inc. and the consultants party thereto	8-K	10.1	4/6/2021	001-38402
10.10	Form of Bill of Sale for Common Stock dated April 1, 2021, by and between Group, Inc. and the Sellers party thereto	8-K	10.1	4/7/2021	001-38402
10.11	Form of Warrant to Purchase Common Stock (March 2021 Grants)	8-K	10.1	4/9/2021	001-38402

10.12***

Form of Lock-Up Agreement (2020 Fiscal Year End Non-Executive Board Member Shares)

8-K

10.2

4/9/2021

001-38402

10.13***

Exchange Agreement dated April 8, 2021, by and between Monaker Group, Inc., William Kerby and Monaco Investment Partners II, LP

8-K

10.3

4/9/2021

001-38402

10.14***

Convertible Promissory Note in the amount of $430,889 dated April 8, 2021, by and between Monaker Group, Inc. and William Kerby

8-K

10.4

4/9/2021

001-38402

10.15***

Convertible Promissory Note in the amount of $585,425 dated April 8, 2021, by and between Monaker Group, Inc. and Monaco Investment Partners II, LP

8-K

10.5

4/9/2021

001-38402

10.16

$2,000,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, dated April 15, 2021

8-K

10.1

4/19/2021

001-38402

5564

Table of Contents

2.7# Amended and Restated Share Exchange Agreement by and among Monaker Group, Inc. and the Stockholders Holding Shares or Debt of Axion Ventures, Inc., dated as of November 12, 2020 8-K 2.6 11/18/2020 001-38402

2.8 Stock Purchase Agreement dated November 2, 2020, by and between Dr. Jason Morton (seller), Monaker Group, Inc. (purchaser), and Longroot, Inc., for certain limited purposes 8-K 2.1 11/19/2020 001-38402

2.9 December 11, 2020 Letter Agreement between Monaker Group, Inc. and Dr. Jason Morton relating to the November 2, 2020 Stock Purchase Agreement 8-K 2.2 12/18/2020 001-38402

2.10 First Amendment to Amended and Restated Share Exchange Agreement by and among Monaker Group, Inc. and the Stockholders Holding Shares or Debt of Axion Ventures, Inc., dated as of January 6, 2021 8-K 2.7 1/11/2021 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

10.17***	Monaker Group 2021 Equity Incentive Plan	8-K	10.2	4/19/2021	001-38402
10.18	Preferred Stock Exchange Agreement dated May 6, 2021, by and between Monaker Group, Inc. and International Financial Enterprise Bank, Inc.	8-K	10.1	5/11/2021	001-38402
10.19	First Amendment to Preferred Stock Exchange Agreement dated May 10, 2021, by and between Monaker Group, Inc. and International Financial Enterprise Bank, Inc.	8-K	10.2	5/11/2021	001-38402
10.20	Monaker Letter of Intent to Purchase Radiant Entities’ Axion Shares, by and between Monaker Group, Inc., and Radiant Ventures Limited	S-3	10.98	5/13/2021	333-256060
10.21	Monaker Letter of Intent to Purchase Radiant Entities’ AXV Shares Amendment As of March 10, 2021, by and between Monaker Group, Inc., and Radiant Ventures Limited	S-3	10.99	5/13/2021	333-256060

10.22	Form of Lockup (May 2021 Offering)	8-K	10.1	5/18/2021	001-38402
10.23	Shareholder Voting Representation Agreement by and among Monaker Group Inc., IDS, Inc. a/k/a IDS International Inc. a/k/a Internet Distribution Systems a/k/a International Distribution Systems, and Bill Kerby, dated effective May 18, 2021	8-K	10.1	5/21/2021	001-38402
10.24	Master Development and Licensing Agreement by and between Monaker Group, Inc. and HotPlay Enterprise Limited, dated March 17, 2021	8-K	10.1	6/11/2021	001-38402

3.14 Certificate of Designation of Monaker Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock as filed with the Secretary of State of Nevada on November 13, 2020 8-K 3.1 11/18/2020 001-38402

3.15 Certificate of Designation of Monaker Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Convertible Preferred Stock as filed with the Secretary of State of Nevada on November 13, 2020 8-K 3.2 11/18/2020 001-38402

3.16 Amended and Restated Certificate of Designation of Monaker Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock as filed with the Secretary of State of Nevada on January 8, 2021 8-K 3.1 1/11/2021 001-38402

3.17 Operating Agreement of NextTrip Holdings, LLC 8-K 3.1 1/13/2021 001-38402

3.18 Amended and Restated Bylaws of Monaker Group, Inc., effective July 27, 2017 8-K 3.1 8/1/2017 000-52669

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 3/30/2020 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 1/31/2020 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 3/30/2020 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 1/31/2020 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 3/30/2020 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 4/9/2020 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 4/9/2020 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 4/9/2020 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 5/13/2020 001-38402

10.10 $176,534 U.S. Small Business Administration Paycheck Protection Plan Note dated May 8, 2020 8-K 10.2 5/13/2020 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 7/13/2020 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 7/17/2020 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 9/8/2020 001-38402

Table of Contents

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 9/18/2020 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 10/1/2020 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 10-Q 10.16 10/15/2020 001-38402

10.17 $400,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, effective as of November 3, 2020 8-K 10.1 11/6/2020 001-38402

10.18 Third Amendment to Amended and Restated Promissory Note dated November 6, 2020, by and between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust 8-K 10.5 11/6/2020 001-38402

10.19 Common Stock Purchase Warrant dated November 16, 2020 (exercisable upon certain events for 1,914,250 shares of common stock and granted to Cern One Limited) 8-K 10.1 11/18/2020 001-38402

10.20 Fourth Amendment to Amended and Restated Promissory Note dated November 16, 2020, by and between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust 8-K 10.5 11/19/2020 001-38402

10.21# Note Purchase Agreement dated November 23, 2020, by and between Monaker Group, Inc. and Streeterville Capital, LLC 8-K 10.1 11/27/2020 001-38402

10.22# $5,520,000 Secured Promissory Note dated November 23, 2020, evidencing amounts owed by Monaker Group, Inc. to Streeterville Capital, LLC 8-K 10.2 11/27/2020 001-38402

10.23 $1,500,000 Investor Note dated November 23, 2020, evidencing amounts owed by Streeterville Capital, LLC to Monaker Group, Inc. 8-K 10.3 11/27/2020 001-38402

10.24 Security Agreement dated November 23, 2020, by Monaker Group, Inc. in favor of Streeterville Capital, LLC 8-K 10.4 11/27/2020 001-38402

10.25 $100,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, effective as of November 24, 2020 8-K 10.5 11/27/2020 001-38402

10.26 $350,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, executed December 14, 2020 and effective as of December 11, 2020 8-K 10.1 12/14/2020 001-38402

10.27 Form of Lock-Up Agreement (December 2020 Offering) 8-K 10.1 12/31/2020 001-38402

10.28 $150,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, dated January 6, 2021 8-K 10.1 1/7/2020 001-38402

10.29 Subsidiary Formation and Funding Agreement dated and effective January 12, 2021, by and between Monaker Group, Inc., NextTrip Group, LLC, HotPlay Enterprise Limited, and the stockholders of HotPlay 8-K 10.1 1/13/2020 001-38402

10.30*%#
Founding Investment and Subscription Agreement dated January 15, 2021, by and between Monaker Group, Inc., Jan C. Reinhart, and Reinhart Interactive IV AG
X

10.31*#

Founding Shareholders’ Agreement dated January 15, 2021, by and between Monaker Group, Inc., Jan C. Reinhart, certain other shareholders of Reinhart Interactive IV AG, certain directors of Reinhart Interactive IV AG and Reinhart Interactive IV AG
X

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

10.25	Amendment to Development Agreement by and between Monaker Group, Inc. and HotPlay Enterprise Limited, dated May 20, 2021		8-K	10.2	6/11/2021	001-38402
10.26	Master Development and Licensing Agreement by and between Monaker Group, Inc. and HotPlay Enterprise Limited, dated May 20, 2021		8-K	10.3	6/11/2021	001-38402
10.27	Exchange Agreement between Streeterville Capital, LLC and Monaker Group, Inc. dated June 22, 2021		8-K	10.1	6/25/2021	001-38402
10.28	Lock-Up Agreement dated June 30, 2021, by and between Monaker Group, Inc. and David Ng		8-K	10.1	7/7/2021	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

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

XBRL Schema Document

101.CAL

XBRL Calculation Linkbase Document

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 and exhibits have been omitted pursuant to Item 601(a)(5) and/or 601(b)(2) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Monaker Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.

Certain 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.

~~% Certain information has been redacted from the exhibit pursuant to Item 601(a)(6)~~66

Table of Regulation S-K (and replaced with #’s) as the disclosure of such information would constitute a clearly unwarranted invasion of personal privacy. A copy of any omitted information 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 information so furnished.Contents

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, INC.~~

	NEXTPLAY TECHNOLOGIES, INC.

Date: ~~January 19,~~July 14, 2021	/s/ William Kerby
	William Kerby
	~~Chief~~Co-Chief Executive Officer
	(Principal Executive Officer)

Date: ~~January 19,~~July 14, 2021	/s/ Sirapop ‘Kent’ Taepakdee
	Sirapop ‘Kent’ Taepakdee
	Chief Financial Officer
	(Principal Accounting/Financial Officer)

Nevada	26-3509845
(State or other jurisdiction of 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)

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

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS	1
WHEREYOU CAN FIND OTHER INFORMATION	3

PART I – FINANCIAL INFORMATION
~~Item 1. Financial Statements~~	1
Item 1. Financial Statements	4
Consolidated Balance Sheet ~~(Unaudited)~~	14
Consolidated ~~Statements~~Statement of Operations and Comprehensive Loss (Unaudited)	25
Consolidated ~~Statements~~Statement of Stockholders’ Equity For the ~~Nine~~three months ended ~~November 30,~~May 31, 2021 and 2020 (Unaudited)	36
Consolidated ~~Statements of Stockholders’ Equity For the Nine months ended November 30, 2019 (Unaudited)~~	4
~~Consolidated Statements~~Statement of Cash Flows (Unaudited)	57
Notes to the Consolidated Financial Statements (Unaudited)	78
~~Item~~ Item 2. ~~Management’s Discussion~~Management’s Discussion and ~~Analysis~~ Analysis of ~~Financial Condition~~ Financial Condition and ~~Results~~ Results of ~~Operations~~ Operations	3035
~~Item~~ Item 3. Quantitative and Qualitative Disclosures About Market Risk	4448
~~Item~~ Item 4. Controls and Procedures	4448

PART II – OTHER INFORMATION
~~Item 1. Legal Proceedings~~	46
~~Item 1A. Risk Factors~~Item 1. Legal Proceedings	4650
Item 1A. Risk Factors	50
~~Item~~ Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	5358
~~Item~~ Item 3. Defaults Upon Senior Securities	5459
~~Item~~ Item 4. Mine Safety Disclosures	5459
~~Item~~ Item 5. Other Information	5459
~~Item~~ Item 6. Exhibits	5560

	November 30,			February 29,			As of
	2020 (Unaudited)			2020 (Audited)			May 31, 2021 (Unaudited)			February 28, 2021 (Audited)
Assets
Current Assets
Cash	$	3,596,130		$	162,506		$	7,525,898		$	2,640,988
Prepaid expenses and other current assets		786,867			334,995			2,036,918			1,864,279
Investments in unconsolidated affiliates - Short-term		54,886			979,954
Notes receivable, net		37,500			37,500
Other receivable		7,657,024			—
Security deposits		54,786			53,279
Advance for investments								17,147,856			—
Investment in unconsolidated affiliates - short-term								42,227			264,884
Security Deposits								238,704			258,296
Notes Receivable, related parties								7,657,024			7,657,024
Other Receivable, related parties								165,613			216,647
Total current assets		12,187,193			1,568,234			34,814,240			12,902,118

Non-current Assets
Investments in unconsolidated affiliates		574,344			1,849,077
Investments in affiliates		9,272,121			—
Website Development costs and intangible assets, net		10,321,343			6,712,547
Investment in unconsolidated affiliates – long term								3,016,143			4,912,111
Website development costs and intangible assets, net								10,571,306			8,081,718
Fixed Assets, net		28,702			19,664			121,568			101,573
Operating lease right-of-use asset		15,843			76,762			1,257,820			—
Total assets	$	32,399,546		$	10,226,284		$	49,781,077		$	25,997,520

Liabilities and Stockholders’ Equity
Current Liabilities
Line of Credit & Notes Payable	$	7,709,890		$	1,192,716
Line of Credit and Notes Payable, net							$	9,096,237		$	1,807,462
Convertible Notes Payable, related parties								16,016,314			3,000,000
Accounts payable and accrued expenses		969,233			833,679			1,732,719			1,793,239
Other current liabilities		1,228,253			400,692			95,948			234,372
Operating lease liability		16,362			76,762			1,257,820			—
Revolving promissory notes - related party		2,797,592			1,575,000
Total current liabilities		12,721,330			4,078,849			28,199,038			6,835,073

Total liabilities		12,721,330			4,078,849			28,199,038			6,835,073

Commitments and contingencies
Commitments and Contingencies

Stockholders’ equity
Series A Preferred Stock, $0.01 par value; 3,000,000 authorized; no shares issued and outstanding at November 30, 2020 and February 29, 2020		—			—
Series B Preferred Stock, $0.00001 par value; 10,000,000 authorized; 10,000,000 and 0 shares issued and outstanding at November 30, 2020 and February 29, 2020, respectively		100			—
Series C Preferred Stock, $0.00001 par value; 3,828,500 authorized; 3,828,500 and 0 shares issued and outstanding at November 30, 2020 and February 29, 2020, respectively		38			—
Common stock, $0.00001 par value; 500,000,000 shares authorized; 14,811,089 and 13,069,339 shares issued and outstanding at November 30, 2020 and February 29, 2020, respectively		148			131
Series A Preferred Stock, $0.01 par value; 3,000,000 authorized; no shares issued and outstanding at May 31, 2021 and February 28, 2021, respectively								—			—
Series B Preferred Stock, $0.00001 par value; 10,000,000 authorized; 10,000,000 and 10,000,000 shares issued and outstanding at May 31, 2021 and February 28, 2021, respectively								100			100
Series C Preferred Stock, $0.00001 par value; 3,828,500 authorized; 3,828,500 and 3,828,500 shares issued and outstanding at May 31, 2021 and February 28, 2021, respectively								38			38
Common stock, $0.00001 par value; 500,000,000 shares authorized; 23,454,203 and 18,765,839 shares issued and outstanding at May 31, 2021 and February 28, 2021, respectively								234			187
Additional paid-in-capital		142,633,694			122,000,201			162,387,810			151,427,224
Currency Translation								48,831			53,712
Accumulated deficit		(122,955,764	)		(115,852,897	)		(140,910,961	)		(132,340,979	)
Stockholders’ equity attributable to parent								21,526,052			19,140,282
Non-Controlling Interest								55,987			22,165
Total stockholders’ equity		19,678,216			6,147,435		$	21,582,039		$	19,162,447
Total liabilities and stockholders’ equity	$	$32,399,546		$	10,226,284
Total liabilities and total stockholders’ equity							$	49,781,077		$	25,997,520

	For the Three Months ended						For the Nine Months ended
	November 30,			November 30,			November 30,			November 30
	2020			2019			2020			2019

Revenues
Travel and Commission revenues	$	5,346		$	89,168		$	47,765		$	358,818
Gross revenues		5,346			89,168			47,765			358,818

Cost of revenues		(9,419	)		(87,368	)		(43,186	)		(298,805	)
Gross profit/(loss)		(4,073	)		1,800			4,579			60,013

Operating Expenses
General and administrative		549,398			899,925			2,296,529			1,440,656
Salaries and benefits		642,343			453,476			1,665,661			1,185,587
Technology and development		148,839			319,938			464,861			1,298,134
Stock-based compensation		277,508			(149,911	)		446,970			440,750
Selling and promotions expense		55,183			44,898			204,363			57,492
Depreciation and Amortization		89,948			73,784			253,254			220,686
Total operating expenses		1,763,219			1,642,110			5,331,638			4,643,305

Operating (Loss)		(1,767,292	)		(1,640,310	)		(5,327,059	)		(4,583,292	)

Other Income/(Expense)
Valuation gain/(loss), net		(597,416	)		(1,584,877	)		(1,241,725	)		(3,994,511	)
Interest expense		(98,650	)		(41,201	)		(284,602	)		(107,715	)
Realized gain/(loss) on sale of Investments in unconsolidated affiliates		(109,915	)		—			(594,431	)		—
Other Income/(Expense)		229,477			(30,705	)		344,950			(22,032	)
Total other income/(expense)		(576,504	)		(1,656,783	)		(1,775,808	)		(4,124,258	)

Net (Loss)	$	(2,343,796	)	$	(3,297,093	)	$	(7,102,867	)	$	(8,707,550	)

Weighted average number of common shares outstanding
Basic		14,598,149			12,993,362			13,870,277			11,352,020
Diluted		14,598,149			12,993,362			13,870,277			11,352,020

Basic net loss per share	$	(0.16	)	$	(0.25	)	$	(0.51	)	$	(0.77	)

Diluted net loss per share	$	(0.16	)	$	(0.25	)	$	(0.51	)	$	(0.77	)

	For the three months ended
	May 31,			May 31,
	2021 (Unaudited)			2020 (Unaudited)
Revenues
Travel revenues	$	10,734		$	7,874
Gross revenues		10,734			7,874

Cost of revenues		(9,828	)		(5,527	)
Gross profit		906			2,347

Operating expenses
General and administrative		2,265,484			312,117
Salaries and benefits		918,302			492,076
Technology and development		217,490			159,814
Stock-based compensation		107,238			62,583
Selling and promotions expense		356,216			73,205
Depreciation and Amortization		591,663			105,316
Total operating expenses		4,456,393			1,205,111

Operating loss		(4,455,487	)		(1,202,764	)

Other income (expense)
Valuation (loss), net		(2,841,871	)		(341,933	)
Interest expense		(272,589	)		(79,063	)
Realized gain/(loss) on sale of unconsolidated affiliates		18,897			(513,312	)
Other income, net		49,314			88,125
Total other (expense)		(3,046,249	)		(846,183	)

Net (loss)	$	(7,501,736	)	$	(2,048,947	)
Share of non-controlling interest		33,822			—
Net (loss) attributable to parent	$	(7,467,914	)	$	(2,048,947	)

Other comprehensive (loss) income:
Foreign currency translation gain	$	48,831		$	—
Total other comprehensive gain	$	48,831		$	—
Comprehensive loss	$	(7,419,083	)	$	(2,048,947	)

Weighted average number of common shares outstanding
Basic		19,986,671			13,246,446
Diluted		19,986,671			13,246,446

Basic net (loss) per share	$	(0.37	)	$	(0.15	)
					—
Diluted net (loss) per share	$	(0.37	)	$	(0.15	)

	Preferred Stock A				Preferred Stock B				Preferred Stock C				Common Stock				Additional Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		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		—	$	—		—	$	—		—	$	—		203,750	$	2	$	383,855	$	—		$	383,857
Shares issued for Investor Relations		—	$	—		—	$	—		—	$	—		290,000	$	3	$	980,298	$	—		$	980,301
Shares issued for marketing services		—	$	—		—	$	—		—	$	—		48,000	$	1	$	92,345	$	—		$	92,345
Shares issued for business combination		—	$	—		—	$	—		—	$	—		200,000	$	2	$	427,998	$	—		$	428,000
Shares issued for Investment in an Affiliate		—	$	—		10,000,000	$	100		3,828,500	$	38		—	$	—	$	16,929,007	$	—		$	16,929,145
Net income (loss)		—	$	—		—	$	—		—	$	—		—	$	—	$	—	$	(7,102,867	)	$	(7,102,867	)
Balances, November 30, 2020		—	$	—		10,000,000	$	100		3,828,500	$	38	$	14,811,089	$	148	$	142,633,694	$	(122,955,764	)	$	19,678,216


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

	Current		Long Term
	For the year ended
	2021		2022		Total
Leases	$	20,342	$	1,471	$	21,813
Insurance		8,946		7,288		16,234
Other		2,025		8,100		10,125
Totals	$	31,313	$	16,859	$	48,172

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

2.7#	Amended and Restated Share Exchange Agreement by and among Monaker Group, Inc. and the Stockholders Holding Shares or Debt of Axion Ventures, Inc., dated as of November 12, 2020	8-K	2.6	11/18/2020	001-38402

2.8	Stock Purchase Agreement dated November 2, 2020, by and between Dr. Jason Morton (seller), Monaker Group, Inc. (purchaser), and Longroot, Inc., for certain limited purposes	8-K	2.1	11/19/2020	001-38402

2.9	December 11, 2020 Letter Agreement between Monaker Group, Inc. and Dr. Jason Morton relating to the November 2, 2020 Stock Purchase Agreement	8-K	2.2	12/18/2020	001-38402

2.10	First Amendment to Amended and Restated Share Exchange Agreement by and among Monaker Group, Inc. and the Stockholders Holding Shares or Debt of Axion Ventures, Inc., dated as of January 6, 2021	8-K	2.7	1/11/2021	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

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	9/18/2020	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	10/1/2020	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	10-Q	10.16	10/15/2020	001-38402

10.17	$400,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, effective as of November 3, 2020	8-K	10.1	11/6/2020	001-38402

10.18	Third Amendment to Amended and Restated Promissory Note dated November 6, 2020, by and between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust	8-K	10.5	11/6/2020	001-38402

10.19	Common Stock Purchase Warrant dated November 16, 2020 (exercisable upon certain events for 1,914,250 shares of common stock and granted to Cern One Limited)	8-K	10.1	11/18/2020	001-38402

10.20	Fourth Amendment to Amended and Restated Promissory Note dated November 16, 2020, by and between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust	8-K	10.5	11/19/2020	001-38402

10.21#	Note Purchase Agreement dated November 23, 2020, by and between Monaker Group, Inc. and Streeterville Capital, LLC	8-K	10.1	11/27/2020	001-38402

10.22#	$5,520,000 Secured Promissory Note dated November 23, 2020, evidencing amounts owed by Monaker Group, Inc. to Streeterville Capital, LLC	8-K	10.2	11/27/2020	001-38402

10.23	$1,500,000 Investor Note dated November 23, 2020, evidencing amounts owed by Streeterville Capital, LLC to Monaker Group, Inc.	8-K	10.3	11/27/2020	001-38402

10.24	Security Agreement dated November 23, 2020, by Monaker Group, Inc. in favor of Streeterville Capital, LLC	8-K	10.4	11/27/2020	001-38402

10.25	$100,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, effective as of November 24, 2020	8-K	10.5	11/27/2020	001-38402

10.26	$350,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, executed December 14, 2020 and effective as of December 11, 2020	8-K	10.1	12/14/2020	001-38402

10.27	Form of Lock-Up Agreement (December 2020 Offering)	8-K	10.1	12/31/2020	001-38402

10.28	$150,000 Convertible Note by and among Monaker Group, Inc. and HotPlay Enterprise Limited, dated January 6, 2021	8-K	10.1	1/7/2020	001-38402

10.29	Subsidiary Formation and Funding Agreement dated and effective January 12, 2021, by and between Monaker Group, Inc., NextTrip Group, LLC, HotPlay Enterprise Limited, and the stockholders of HotPlay	8-K	10.1	1/13/2020	001-38402

10.30*%#	Founding Investment and Subscription Agreement dated January 15, 2021, by and between Monaker Group, Inc., Jan C. Reinhart, and Reinhart Interactive IV AG	X

10.31*#	Founding Shareholders’ Agreement dated January 15, 2021, by and between Monaker Group, Inc., Jan C. Reinhart, certain other shareholders of Reinhart Interactive IV AG, certain directors of Reinhart Interactive IV AG and Reinhart Interactive IV AG	X

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