Item 4.01 Changes in Registrant’s Certifying Accountant

Effective on May 16, 2019, M&K CPAS, PLLC (“ M&K ”) resigned as the independent registered public accounting firm of Monaker Group, Inc. (the “ Company ”, “ we ” and “ us ”). On the same date, May 16, 2019, the Company, with the recommendation and approval of the Audit Committee of the Company, engaged Thayer O’Neal Company, LLC (“ Thayer O’Neal ”), as its independent registered public accounting firm.

Pursuant to applicable rules, the Company makes the following additional disclosures:

(a)

M&K was engaged by the Company on October 11, 2018, and reviewed the Company’s Quarterly Reports on Form 10-Q for the quarters ended August 31, 2018 and November 30, 2018. M&K did not provide any audit reports to the Company, and as such, there were no adverse opinions or disclaimers of opinion and no qualifications or modifications as to uncertainty, audit scope or accounting principles.

(b)

During the period from October 11, 2018, the date of M&K’s engagement, through May 16, 2019, the effective date of M&K’s resignation, there were no disagreements with M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to M&K’s satisfaction would have caused it to make reference thereto in connection with any reports it would have issued, and there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K, except as disclosed below. The Company had one disagreement with M&K. M&K believed the complexities related to a series of transactions warranted formal consultation with the Securities and Exchange Commission's Office of the Chief Accountant (“ SEC-OCA ”). The Company believed that the transactions did not warrant formal consultation with the SEC-OCA and, that it did not have sufficient time to request such formal guidance (with the due date of its Annual Report on Form 10-K approaching). Because the Company did not believe requesting guidance from the SEC-OCA was warranted and because it did not want to spend the time and resources to request guidance from the SEC-OCA, M&K resigned.

(c)

During the fiscal years ended February 28, 2018 and 2017 and through May 16, 2019, the Company did not consult with Thayer O’Neal with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements and either a written report was provided to the Company or oral advice was provided that Thayer O’Neal concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided M&K with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated May 21, 2019, is filed as  Exhibit 16.1  to this Report.