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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT UNDER SE

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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT UNDER SE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: February 29, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38402 MONAKER GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 26-3509845 (State or other jurisdiction of (I.R.S. employer incorporation or formation) identification number) 2893 Executive Park Drive Suite 201 Weston, Florida 33331 (Address of principal executive offices) (954) 888-9779 (Registrant’s telephone number) Securities registered under Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, MKGI The NASDAQ Stock Market LLC $0.00001 (Nasdaq Capital Market) Par Value Per Share Securities registered under Section 12(g) of the Exchange Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on August 31, 2019, based on a closing price of $2.15 was approximately $19,605,594. As of June 18, 2020, the registrant had 13,311,839 shares of its common stock, par value $0.00001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE Monaker Group, Inc. (“we,” “us,” “our,” “Monaker,” or the “Company”) filed its Annual Report on Form 10-K for its fiscal year ended February 29, 2020 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC” or the “Commission”) on May 29, 2020. In the Original Filing, the Company indicated its intention to incorporate by reference the information required by Part III of Form 10-K from the definitive proxy statement it anticipated filing with the Commission prior to the annual meeting of shareholders it anticipated holding at that time. The Company no longer anticipates filing a definitive proxy statement with the Commission before 120 days after the end of the fiscal year covered by the Original Filing. Accordingly, the Company is now filing this Amendment No. 1 on Form 10-K/A (this “Amended Filing”) solely to disclose the Part III information and to amend the cover page of the Original Filing to remove the statement that information is being incorporated by reference from our definitive proxy statement. Pursuant to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from the Company’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of the Company’s principal executive officer and principal financial officer are attached to this Amended Filing as Exhibits 31.3 and 31.4. Because no financial statements have been included in this Amended Filing and this Amended Filing does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are included with this Amended Filing. Those sections of the Original Filing that are unaffected by this Amended Filing are not included herein. Except as otherwise indicated herein, this Amended Filing continues to speak as of the date of the Original Filing and does not reflect events occurring after the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our Original Filing and our other filings with the SEC. DEFINITIONS As used in this Amended Filing, unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Monaker” and “Monaker Group, Inc.” refer specifically to Monaker Group, Inc. and its consolidated subsidiaries including Extraordinary Vacations USA, Inc. (100% interest), NextTrip Holdings, Inc. (100% interest) and Voyages North America, LLC (72.5% interest which was sold in August 2017). In addition, unless the context otherwise requires and for the purposes of this report only: ● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; ● “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; ● “Securities Act” refers to the Securities Act of 1933, as amended; and ● “FYE” means fiscal year end. TABLE OF CONTENTS Page No.: PART III Item 10. Directors, Executive Officers and Corporate Governance 4 Item 11. Executive Compensation 12 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 17 Item 13. Certain Relationships and Related Transactions, and Director Independence 20 Item 14. Principal Accountant Fees and Services 24 PART IV Item 15. Exhibits, Financial Statement Schedules (Paragraph (a)(3) only) 26 Signatures 27 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers The following table and biographical summaries set forth information, including principal occupation and business experience for at least the last five years, about our directors and executive officers. The terms of all the directors, as identified below, will run until their successors are elected and qualified or until their earlier resignation or removal. Officer and/or Name Age Position Director Since William Kerby 62 Chief Executive Officer and Vice-Chairman 2008 Sirapop ‘Kent’ Taepakdee 57 Controller, Vice President of Finance, Acting Chief Financial 2019 Officer, Treasurer and Secretary Tim Sikora 46 Chief Operating Officer and the Chief Information Officer 2020 Donald P. Monaco 67 Chairman 2012 Pat LaVecchia 53 Director 2011 Doug Checkeris 64 Director 2012 Simon Orange 52 Director 2017 Rupert Duchesne 60 Director 2019 Robert “Jamie” Mendola 43 Director 2019 Alexandra C. Zubko 42 Director 2019 Information about our Executive Officers: WiLLiam Kerby - Chief Executive Officer and Vice-Chairman William Kerby is the Founder, Vice-Chairman, and CEO of Monaker Group, Inc. From July 2008 to present, he has been the architect of the Monaker model, overseeing the development and operations of the Company’s Travel, Real Estate and Television Media divisions. In October 2012, Monaker transferred its real estate assets into a public company - Verus International, Inc., formerly Realbiz Media Group, Inc., where Mr. Kerby served as CEO until August 2015 and on the Board until April of 2016. In July 2015, the decision was made to separate the Television and Real Estate operations from Monaker thereby allowing management to focus all efforts on the development of its travel operations. From April 2002 to July 2008, Mr. Kerby served as the CEO of various media and travel entities that ultimately became part of Extraordinary Vacations Group. Operations included Cruise & Vacation Shoppes, Maupintour Extraordinary Vacations, Attaché Travel and the Travel Magazine - a TV series of 160 travel shows. From February 1999 to April 2002, Mr. Kerby founded and managed Travelbyus, a publicly- traded company on the TSX and NASD Small Cap. The launch included an intellectually patented travel model that utilized technology-based marketing to promote its travel services and products. Mr. Kerby negotiated the acquisition and financing of 21 companies encompassing multiple tour operators, 2,100 travel agencies, media that included print, television, outdoor billboard and wireless applications and leading-edge technology in order to build and complete the Travelbyus model. The company had over 500 employees, gross revenues exceeding $3 billion and a Market Cap over $900 million. From June 1989 to January 1999, Mr. Kerby founded and grew Leisure Canada – a company that included the Master Franchise for Thrifty Car Rental British Columbia, TravelPlus (a nationwide Travel Agency), Bluebird Holidays (an international tour company with operations in the U.S., Canada, Great Brittan, France, South Africa and the South Pacific) and Canadian Traveler (a travel magazine).
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