VRUS Verus International Inc (CE)

* See discussion below, including the Ownership Blocker.

* See discussion below, including the Ownership Blocker.

SCHEDULE 13G

This Schedule 13G (this “ Schedule 13G ”) is being filed on behalf of Monaker Group, Inc., a Nevada corporation (“ Monaker ”), and the Chief Executive Officer of Monaker, Mr. William Kerby, relating to the common stock, $0.001 par value per share (“ Common Stock ”) of Verus International, Inc., a Delaware corporation (the “ Issuer ”).

This Schedule 13G relates to shares of Common Stock of the Issuer received by, and receivable by, Monaker pursuant to the terms of an Inducement Agreement dated April 10, 2019, and effective February 8, 2019, entered into between Monaker and the Issuer (the “ Inducement Agreement ”). Pursuant to the Inducement Agreement, Monaker agreed to amend the designation of the Series A Convertible Preferred Stock of the Issuer (the “ Series A Preferred Stock ”)(of which Monaker held, and continues to hold 44,470,101 shares of such Series A Preferred Stock, which converts into common stock of the Issuer, and votes on all stockholder matters, on a one-for-one basis, subject to the Ownership Blocker (discussed below)), to remove certain anti-dilution rights described therein; and the Issuer agreed to issue Monaker 152,029,899 shares of common stock pursuant to the anti-dilution rights of that certain Settlement Agreement by and among the Issuer, Monaker, American Stock Transfer & Trust Company, LLC and NestBuilder.com Corp. executed on or about December 22, 2017.

The designation of the Series A Preferred Stock, as amended, includes a 9.99% beneficial ownership limitation, preventing Monaker from converting such Series A Preferred Stock into common stock of the Issuer (and reducing the voting rights of such preferred stock proportionally), if upon such conversion, Monaker, its affiliates and/or any group which it is a part of, would own greater than 9.99% of the Issuer’s common stock (the “ Ownership Blocker ”).

The 165,372,234 shares of Common Stock reported as beneficially owned by Monaker above include the 152,029,899 shares of common stock which it is due to receive pursuant to the terms of the Inducement Agreement and the portion (13,342,335 shares) of the 44,470,101 shares of common stock issuable to Monaker upon conversion of the Series A Preferred Stock, without exceeding the Ownership Blocker.

As Chief Executive Officer of Monaker, Mr. Kerby may direct the vote and disposition of the shares of common stock beneficially owned by Monaker.

9841 Washingtonian Blvd #390

Gaithersburg, Maryland 20878

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)   ☐   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)   ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)   ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)   ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)   ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)   ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)   ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)   ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)   ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)   ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)   ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 11, 2019

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.