On June

Companys

,

our

or

we

) the Companys management in consultation with the Companys Board of Directors and the Companys independent auditing firm, LBB & Associates Ltd., LLP (

LBB

), concluded that the Companys consolidated financial statements for (a) the year ended February 28, 2015, and (b) the quarters ended May 31, 2015, August 31, 2015 and November 30, 2015 (collectively, the

Financial Statements

), as filed in the Companys Annual Report on Form 10-K for the year ended February 28, 2015, and the Companys Quarterly Reports on Form 10-Q, for the quarters ended May 31, 2015, August 31, 2015 and November 30, 2015, as filed with the Securities and Exchange Commission (SEC) on June 16, 2016, August 7, 2015, October 16, 2015 and January 19, 2016, respectively, should n o longer be relied upon because of errors in such financial statements.

Specifically, such Financial Statements failed to accurately set forth the consequences of the deconsolidation from RealBiz Media Group, Inc. (

RealBiz

), valuation of the investment in RealBiz and to properly reflect amounts due to/from affiliates.

The Company plans to amend its Quarterly Reports on Form 10-Q for the periods ended May 31, 2015, August 31, 2015 and November 30, 2015, subsequent to the date of this report to accurately reflect the related party amounts and other items and to restate its financial statements for the year ended February 28, 2015, in its Form 10-K for the year ended February 29, 2016, which the Company plans to file shortly after the date of this report.

Prior to filing this Form 8-K, our management and the Companys Board of Directors discussed the matters disclosed in this Current Report on Form 8-K with LBB.

SIGNATURES

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

MONAKER GROUP, INC.

Date: June 17, 2016

By:

/s/ William Kerby

Name:

William Kerby

Title:

Chief Executive Officer

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Other recent filings from the company include the following:

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