SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Pacific Grove Capital LP (Last) (First) (Middle) 580 CALIFORNIA STREET SUITE 1925 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/10/2018	3. Issuer Name and Ticker or Trading Symbol Monaker Group, Inc. [ MKGI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Adviser of 10% Owner	5. If Amendment, Date of Original Filed (Month/Day/Year) 01/26/2018
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,829,577	I	Pacific Grove Master Fund LP(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	01/10/2018	07/30/2022	Common Stock	271,250	$1.05	I	Pacific Grove Master Fund LP(1)(2)

1. Name and Address of Reporting Person* Pacific Grove Capital LP (Last) (First) (Middle) 580 CALIFORNIA STREET SUITE 1925 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Adviser of 10% Owner

1. Name and Address of Reporting Person* PACIFIC GROVE CAPITAL LLC (Last) (First) (Middle) 580 CALIFORNIA STREET SUITE 1925 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of Adviser of 10% Owner

1. Name and Address of Reporting Person* PACIFIC GROVE CAPITAL GP LLC (Last) (First) (Middle) 580 CALIFORNIA STREET SUITE 1925 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of 10% Owner

1. Name and Address of Reporting Person* PACIFIC GROVE MASTER FUND LP (Last) (First) (Middle) WALKERS CORPORATE LIMITED CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD (Street) GEORGE TOWN, GRAND CAYMAN E9 KY1-9008 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MENDOLA ROBERT JAMES JR (Last) (First) (Middle) 580 CALIFORNIA STREET SUITE 1925 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Control Person of Adviser

Explanation of Responses:

1. The reporting persons are Pacific Grove Capital LP ("PGC"), Pacific Grove Capital LLC ("LLC"), Pacific Grove Capital GP LLC ("GP"), Pacific Grove Master Fund LP ("Master Fund") and Robert James Mendola, Jr. PGC is the investment adviser of Master Fund, and LLC is PGC's general partner. GP is the general partner of Master Fund. Mr. Mendola is the control person of PGC, LLC and GP. PGC is filing this Form 4 on behalf of itself and the other reporting persons jointly, but not as a group, and each reporting person expressly disclaims membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended.

2. These securities are held directly by Master Fund for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by PGC as the investment adviser to Master Fund, by LLC as PGC's general partner, by GP as the general partner of Master Fund and by Mr. Mendola as the control person of PGC, LLC and GP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

	Pacific Grove Capital LP	01/26/2018
	PACIFIC GROVE CAPITAL LLC	01/26/2018
	PACIFIC GROVE CAPITAL GP LLC	01/26/2018
	PACIFIC GROVE MASTER FUND LP	01/26/2018
	/s/ MENDOLA ROBERT JAMES JR	01/26/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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