UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549












FORM 40-F/A

(Amendment No. 1)








| | ☐ | Registration statement pursuant to Section
12 of the Securities Exchange Act of 1934
| | - | ------------------------------------------------------------------------------------

OR



| | ☒ | Annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act
of 1934
| | - | ---------------------------------------------------------------------------------------



For the
fiscal year ended December 31, 2016



Commission File Number: 333-204175










RESAAS
SERVICES INC.

(Exact name of Registrant as specified in
its charter)










|British Columbia, Canada                                                                                                  | 7374                                                                                                           | Not Applicable                         
|------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | ---------------------------------------
|(Province or other jurisdiction
of incorporation or
organization)                                                         | (Primary Standard Industrial
        Classification Code Number)                                               | (I.R.S. Employer
Identification Number)
|                                                                                                                          | 1550 – 401 West Georgia Street
        Vancouver, British Columbia V6B 5A1
        (604) 558-2929              |                                        
|                                                                                                                          | (Address and telephone number of
Registrant’s principal executive offices)                                     |                                        
|                                                                                                                          |                                                                                                                |                                        
|                                                                                                                          | J. Chris Morgando
        11920 Southern Highlands Pkwy
        Las Vegas, Nevada 89141
        (702) 823-3600 |                                        
|(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)



|Securities registered or to be
registered pursuant to Section 12(b) of the Act: None
|------------------------------------------------------------------------------------



Securities registered
or to be registered pursuant to Section 12(g) of the Act: None



Securities for which there
is a reporting obligation pursuant to Section 15(d) of the Act:



Common Shares, no par
value



For annual reports, indicate
by check mark the information filed with this Form:



|☒  Annual Information Form |  | ☒  Audited Annual Financial Statements
|-------------------------- |  | --------------------------------------










Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 39,172,469
Common Shares as of December 31, 2016



Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days.



☒  Yes  ☐  No



Indicate by check mark whether the Registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such files).



☐  Yes  ☐  No








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EXPLANATORY NOTE



RESAAS Services, Inc. (the “Registrant”)
is filing this Amendment No. 1 on Form 40-F/A (“Amendment No. 1”) to the Registrant’s Annual Report on
Form 40-F for the fiscal year ended December 31, 2016, filed with the United States Securities and Exchange Commission on May 2,
2017 (the “Original Form 40-F”), for the sole purpose of filing revised principal executive officer and principal
financial officer certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, in conformity with Form 40-F, including
certain references in paragraph 4 of each certification to internal control over financial reporting that were inadvertently omitted
from the certifications filed with the Original Form 40-F. In accordance with applicable SEC guidance in Compliance and Disclosure
Interpretation 246.13, this Form 40-F/A contains only the cover page, this explanatory note, a signature page, an exhibit index
to this Amendment No. 1, and the revised officer certifications omitting paragraph 3 thereof, which are filed as Exhibits 99.1
and 99.2 herewith.



Except
as described above, no changes have been made to the Original Form 40-F and this Amendment No. 1 does not modify, amend,
or update in any way the financial or other information set forth in the Original Form 40-F. This Amendment No. 1 does
not reflect any events that have occurred subsequent to May 2, 2017, the filing date of the Original Form 40-F. Accordingly, this Amendment No.
1 should be read in conjunction with the Original Form 40-F and the Company’s subsequent filings made with and documents
furnished to the SEC since May 2, 2017.



2







SIGNATURES



Pursuant to the requirements of the Exchange
Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment
No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        | RESAAS SERVICES INC.              | 
|----------------------- | --------------------------------- | 
|                        |                                  
|                        | /s/ Tom Rossiter                 
|                        | Name:  Tom Rossiter              
|                        | Title:    Chief Executive Officer
|Date: December 18, 2017 |                                  





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EXHIBIT INDEX



|Exhibit |  | Description                                                                                           
|------- |  | ------------------------------------------------------------------------------------------------------
|        |  |                                                                                                       
|99.1    |  | Revised Certificate of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|        |  |                                                                                                       
|99.2    |  | Revised Certificate of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002





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