RealBiz Media Group, Inc. (OTCPK:RBIZ) entered into a memorandum of understanding to spin-off real estate segment on December 29, 2016. RealBiz Media Group, Inc. (OTCPK:RBIZ) entered into an agreement to spin-off real estate segment on October 27, 2017. Stockholders of record at the time of the spin-off will receive an equivalent stock position in the newly formed company. As part of the agreement, RealBiz Media will spin-off the real estate segment into a separate public company named NestBuilder.com Corp. Under terms of the spin-off agreement, all liabilities incurred by RealBiz prior to January 2, 2017 will be assumed by NestBuilder. Each holder of common stock of RealBiz will receive one share of Nestbuilder common stock for every 300 shares of common stock of RealBiz held on the record date. Approximately 1.34 million shares of Nestbuilder common stock will be distributed in the spin-off, based on a total of 357.28 million issued and outstanding shares of RealBiz common stock as of February 23, 2018, the record date, and including the shares of RealBiz common stock underlying Monaker Group, Inc.'s 44.47 million shares of RealBiz series A convertible preferred stock as RealBiz agreed to issue 44.47 million shares of its common stock to Monaker in connection with the distribution based on the shares of RealBiz common stock underlying the preferred stock, which shares of RealBiz common stock are subject to the distribution ratio of the distribution and would therefore result in the issuance of 0.15 million shares of Nestbuilder common stock to Monaker in the distribution. Under the terms of the agreement, Anshu Bhathagar wills sell the shares of NestBuilder in the distribution, back to NestBuilder for $10. As of July 2, 2018, the conversion ratio has been changed to 900 RealBiz shares for each share of NestBuilder. Approximately 1.01 million shares of Nestbuilder common stock will be distributed in the spin-off, based on a total of 909.69 million issued and outstanding shares of RealBiz common stock as of July 2, 2018. Concurrent with these actions, RealBiz will change its name to Verus Foods and also apply for a new stock trading symbol. Following the spin-off, Nestbuilder will be a separate company from RealBiz, and RealBiz will not retain any ownership interest in Nestbuilder. There is no intention to apply to list Nestbuilder common stock on any securities exchange.

For the year ended October 31, 2016, NestBuilder.com Corp. had revenues of $0.87 million, operating loss of $0.01 million, net income of $0.02 million total assets of $0.07 million and net liabilities of $0.55 million. Alex Aliksanyan and Tom Grbelja will leave RealBiz to become the Chief Executive Officer and Chief Financial Officer, respectively, of NestBuilder. The consummation of the spin-off will be subject to the declaration of effectiveness by the Securities and Exchange Commission of a NestBuilder Form 10 registration statement to be filed with the Securities and Exchange Commission within 60 days of the date of the spin-off agreement and regulatory approvals necessary to complete the spin-off, name change and other related corporate actions, approval by Board of Directors of RealBiz and no order, injunction or decree that would prevent the consummation of the distribution.

On January 24, 2018, the Board of Directors of RealBiz authorized and approved the pro rata distribution of NestBuilder common stock to the stockholders of RealBiz, a distribution date of the spin-off dividend on the third Friday following the record date, and the distribution ratio. As of January 29, 2018, an amendment to contribution and spin-off agreement was entered into, pursuant to which Anshu Bhatnagar is required to sell shares, he and his affiliates receive in the distribution of Nestbuilder common stock to RealBiz stockholders, only upon delivery of written notice by Nestbuilder to Anshu Bhatnagar requesting such sale back to Nestbuilder, which notice cannot be given less than 60 days after the distribution. As of February 20, 2018, NestBuilder's registration statement on Form 10 became effective. As a result, the record date for determining the RealBiz stockholders entitled to receive shares in connection with the distribution of Nestbuilder common stock is February 23, 2018. As of March 13, 2018, the Board of Directors of RealBiz authorized and approved a new distribution date of the spin-off dividend on the third Friday following the completion of the Securities and Exchange Commission's review of the registration statement on Form 10 filed by NestBuilder.

On April 3, 2018, the Board of Directors of RealBiz authorized and approved the new record date of April 25, 2018 and the new distribution date of May 18, 2018 in order to provide additional time for the completion of the Securities and Exchange Commission's review of the registration statement on Form 10 filed by NestBuilder and the Information Statement attached thereto and the delivery of proper notice of the Spin Off Dividend to the Financial Industry Regulatory Authority. As on April 23, 2018, the SEC has approved the spin-off of the NestBuilder Real Estate Division and set a record date of April 25, 2018 and a distribution date of May 18, 2018. RealBiz has set record date of July 2, 2018 with the distribution date as July 12, 2018. The spin-off will become effective July 12, 2018 (pending FINRA approval) and the name and symbol change will be filed separately. As of July 19, 2018, Financial Industry Regulatory Authority approved the deal. The distribution is anticipated to occur on July 31, 2018. Andrea Cataneo of Sheppard Mullin Richter & Hampton LLP acted as legal advisor to RealBiz. Andrew K. Wible of Cohen Mohr LLP acted as legal advisor to NestBuilder. Olde Monmouth Stock Transfer acted as transfer agent for RealBiz. American Stock Transfer & Trust Company, LLC acted as transfer agent for NestBuilder.