Exhibit 4.4


 


RESAAS SERVICES INC.


 


Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 




    	 



    	 



    

 





 


INDEPENDENT AUDITORS’ REPORT


 


To the Shareholders of RESAAS Services
Inc.


 


We have audited the accompanying consolidated
financial statements of RESAAS Services Inc., which comprise the consolidated statements of financial position as at December
31, 2013 and 2012, and the consolidated statements of comprehensive loss, changes in equity, and cash flows for the years then
ended, and the related notes comprising a summary of significant accounting policies and other explanatory information.


 


Management’s Responsibility for
the Consolidated Financial Statements


Management is responsible for the preparation
and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards,
and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.


 


Auditors’ Responsibility


Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally
accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free from material misstatement.


 


An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
An audit also involves evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements.


 


We believe that the audit evidence we
have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.


 


Opinion


In our opinion, these consolidated financial
statements present fairly, in all material respects, the financial position of RESAAS Services Inc. as at December 31, 2013 and
2012 and its financial performance and its cash flows for the years then ended, in accordance with International Financial Reporting
Standards.


 


Emphasis of Matter


Without qualifying our opinion, we draw
attention to Note 2 of the consolidated financial statements which indicates the existence of a material uncertainty that may
cast significant doubt on the ability of RESAAS Services Inc. to continue as a going concern.


 


 


Chartered Accountants


 


Vancouver, Canada


 


April 30, 2014


 




    	1



    	 



    

 


RESAAS SERVICES INC.


Consolidated Statements of Financial Position


(Expressed in Canadian dollars)


 


	 	 	December 31, 
2013
 $	 	 	December 31, 
2012
 $	 
	 	 	 	 	 	 	 
	Assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Current assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents	 	 	3,341,649	 	 	 	4,951,507	 
	Short-term investments (Note 4)	 	 	508,477	 	 	 	505,844	 
	Amounts receivable	 	 	63,924	 	 	 	106,803	 
	Prepaid expenses	 	 	19,438	 	 	 	5,022	 
	Due from related parties (Note 8)	 	 	176,900	 	 	 	86,900	 
	 	 	 	 	 	 	 	 	 
	Total current assets	 	 	4,110,388	 	 	 	5,656,076	 
	 	 	 	 	 	 	 	 	 
	Non-current assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Property and equipment (Note 5)	 	 	8,432	 	 	 	3,952	 
	Website development costs (Note 6)	 	 	850,421	 	 	 	1,867,825	 
	Intangible assets (Note 7)	 	 	18,140	 	 	 	10,089	 
	 	 	 	 	 	 	 	 	 
	Total non-current assets	 	 	876,993	 	 	 	1,881,866	 
	 	 	 	 	 	 	 	 	 
	Total assets	 	 	4,987,381	 	 	 	7,537,942	 
	 	 	 	 	 	 	 	 	 
	Liabilities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Current liabilities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Accounts payable and accrued liabilities (Note 8)	 	 	134,600	 	 	 	63,055	 
	 	 	 	 	 	 	 	 	 
	Total liabilities	 	 	134,600	 	 	 	63,055	 
	 	 	 	 	 	 	 	 	 
	Shareholders’ equity	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Common shares	 	 	11,283,213	 	 	 	10,016,840	 
	Share-based payment reserve	 	 	4,171,583	 	 	 	2,646,285	 
	Deficit	 	 	(10,602,015	)	 	 	(5,188,238	)
	 	 	 	 	 	 	 	 	 
	Total shareholders’ equity	 	 	4,852,781	 	 	 	7,474,887	 
	 	 	 	 	 	 	 	 	 
	Total liabilities and shareholders’ equity	 	 	4,987,381	 	 	 	7,537,942	 



 


Going concern (Note 2(c))


Subsequent Events (Note 15)


 


Approved and authorized for issuance by the Board of Directors
on April 30, 2014:


 


	/s/ “Cory Brandolini”	 	/s/ “Cam Shippit”
	Cory Brandolini, Director	 	Cam Shippit, Director


 


(The accompanying notes are an integral
part of these consolidated financial statements)


 




    	2



    	 



    

 


RESAAS SERVICES INC.


Consolidated Statements of Comprehensive
Loss


(Expressed in Canadian dollars)


 


	 	 	Year Ended 
December 31, 
2013

    $	 	 	Year Ended 
December 31, 
2012

    $	 
	 	 	 	 	 	 	 
	Revenue	 	 	–	 	 	 	–	 
	 	 	 	 	 	 	 	 	 
	Expenses	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Amortization	 	 	1,025,015	 	 	 	170,753	 
	Consulting fees	 	 	134,543	 	 	 	143,271	 
	Filing fees	 	 	33,462	 	 	 	34,737	 
	Foreign exchange loss	 	 	8,324	 	 	 	2,732	 
	General and administrative (Note 8)	 	 	1,644,517	 	 	 	544,281	 
	Management fees (Note 8)	 	 	276,758	 	 	 	235,429	 
	Promotion and advertising	 	 	499,703	 	 	 	362,807	 
	Professional fees	 	 	225,884	 	 	 	290,180	 
	Stock-based compensation (Notes 8 and 11)	 	 	1,484,352	 	 	 	136,767	 
	Travel	 	 	114,034	 	 	 	41,093	 
	 	 	 	 	 	 	 	 	 
	Total operating expenses	 	 	5,446,592	 	 	 	1,962,050	 
	 	 	 	 	 	 	 	 	 
	Net loss before other income	 	 	(5,446,592	)	 	 	(1,962,050	)
	 	 	 	 	 	 	 	 	 
	Other income	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Interest income	 	 	32,815	 	 	 	44,825	 
	 	 	 	 	 	 	 	 	 
	Net loss and comprehensive loss for the year	 	 	(5,413,777	)	 	 	(1,917,225	)
	 	 	 	 	 	 	 	 	 
	Basic and diluted loss per common share	 	 	(0.19	)	 	 	(0.07	)
	 	 	 	 	 	 	 	 	 
	Weighted average number of common shares outstanding	 	 	28,590,281	 	 	 	26,107,841	 



 


(The accompanying notes are an integral
part of these consolidated financial statements) 


 




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RESAAS SERVICES INC.


Consolidated Statements of Changes in
Equity


(Expressed in Canadian dollars)


 


	 	 	Common Shares	 	 	Share-based
 Payment	 	 	 	 	 	Total
 Shareholders’	 
	 	 	Number	 	 	Amount 
$	 	 	Reserve 
$	 	 	Deficit 
$	 	 	Equity 
$	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance,  December 31, 2011	 	 	23,631,765	 	 	 	6,803,744	 	 	 	2,094,336	 	 	 	(3,271,013	)	 	 	5,627,067	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares for cash	 	 	1,346,666	 	 	 	2,019,999	 	 	 	–	 	 	 	–	 	 	 	2,019,999	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares upon the exercise of warrants at $0.50 per share	 	 	2,833,800	 	 	 	1,421,736	 	 	 	(4,836	)	 	 	–	 	 	 	1,416,900	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares upon the exercise of warrants at $0.25 per share	 	 	291,030	 	 	 	137,263	 	 	 	(64,505	)	 	 	–	 	 	 	72,758	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Share issuance costs	 	 	–	 	 	 	(365,902	)	 	 	140,473	 	 	 	–	 	 	 	(225,429	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fair value of stock options granted	 	 	–	 	 	 	–	 	 	 	480,817	 	 	 	–	 	 	 	480,817	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	 	–	 	 	 	–	 	 	 	–	 	 	 	(1,917,225	)	 	 	(1,917,225	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance,  December 31, 2012	 	 	28,103,261	 	 	 	10,016,840	 	 	 	2,646,285	 	 	 	(5,188,238	)	 	 	7,474,887	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares for cash	 	 	1,250,054	 	 	 	1,375,059	 	 	 	–	 	 	 	–	 	 	 	1,375,059	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.25 per share	 	 	7,500	 	 	 	15,425	 	 	 	(6,050	)	 	 	–	 	 	 	9,375	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of warrants at $1.10 per share	 	 	20,300	 	 	 	37,651	 	 	 	(15,321	)	 	 	–	 	 	 	22,330	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Share issuance costs	 	 	–	 	 	 	(161,762	)	 	 	62,317	 	 	 	–	 	 	 	(99,445	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fair value of stock options granted	 	 	–	 	 	 	–	 	 	 	1,484,352	 	 	 	–	 	 	 	1,484,352	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	 	–	 	 	 	–	 	 	 	–	 	 	 	(5,413,777	)	 	 	(5,413,777	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance,  December 31, 2013	 	 	29,381,115	 	 	 	11,283,213	 	 	 	4,171,583	 	 	 	(10,602,015	)	 	 	4,852,781	 



 


(The accompanying notes are an integral
part of these consolidated financial statements)


 




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RESAAS SERVICES INC.


Consolidated Statements of Cash Flows


(Expressed in Canadian dollars)


 


	 	 	Year Ended 
December 31, 
2013

    $	 	 	Year Ended 
December 31, 
2012

    $	 
	Operating activities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Net loss	 	 	(5,413,777	)	 	 	(1,917,225	)
	 	 	 	 	 	 	 	 	 
	Items not affecting cash:	 	 	 	 	 	 	 	 
	Amortization	 	 	1,025,015	 	 	 	170,753	 
	Stock-based compensation	 	 	1,484,352	 	 	 	136,767	 
	 	 	 	 	 	 	 	 	 
	Changes in non-cash operating working capital:	 	 	 	 	 	 	 	 
	Amounts receivable	 	 	42,879	 	 	 	(45,894	)
	Prepaid expenses	 	 	(14,416	)	 	 	(2,496	)
	Accounts payable and accrued liabilities	 	 	71,545	 	 	 	24,350	 
	 	 	 	 	 	 	 	 	 
	Net cash used in operating activities	 	 	(2,804,402	)	 	 	(1,633,745	)
	 	 	 	 	 	 	 	 	 
	Investing activities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Acquisition of intangible assets	 	 	(8,700	)	 	 	(10,089	)
	Proceeds from redemption of short-term investments	 	 	505,844	 	 	 	510,000	 
	Investment in short-term investments	 	 	(508,477	)	 	 	(505,844	)
	Purchase of property and equipment	 	 	(11,442	)	 	 	(7,209	)
	Website development costs	 	 	–	 	 	 	(552,942	)
	Net cash used in investing activities	 	 	(22,775	)	 	 	(566,084	)
	 	 	 	 	 	 	 	 	 
	Financing activities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Proceeds from common shares issued	 	 	1,375,059	 	 	 	2,019,999	 
	Share issuance costs	 	 	(99,445	)	 	 	(225,429	)
	Advances to related parties	 	 	(90,000	)	 	 	(86,900	)
	Proceeds from the exercise of options and warrants	 	 	31,705	 	 	 	1,489,658	 
	 	 	 	 	 	 	 	 	 
	Net cash provided by financing activities	 	 	1,217,319	 	 	 	3,197,328	 
	 	 	 	 	 	 	 	 	 
	Increase (decrease) in cash and cash equivalents	 	 	(1,609,858	)	 	 	997,499	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents, beginning of year	 	 	4,951,507	 	 	 	3,954,008	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents, end of year	 	 	3,341,649	 	 	 	4,951,507	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents is comprised of:	 	 	 	 	 	 	 	 
	Amounts held in legal trust account	 	 	14,606	 	 	 	14,923	 
	Cash in bank	 	 	1,242,903	 	 	 	2,903,584	 
	Cashable guaranteed investment certificates	 	 	2,084,140	 	 	 	2,033,000	 
	 	 	 	 	 	 	 	 	 
	Total cash and cash equivalents	 	 	3,341,649	 	 	 	4,951,507	 
	 	 	 	 	 	 	 	 	 
	Non-cash investing and financing activities:	 	 	 	 	 	 	 	 
	Capitalized website development costs	 	 	–	 	 	 	344,050	 
	Fair value of agent’s options and warrants
    recorded as share issuance costs	 	 	62,317	 	 	 	140,473	 
	 	 	 	 	 	 	 	 	 
	Supplemental disclosures:	 	 	 	 	 	 	 	 
	Interest paid	 	 	–	 	 	 	–	 
	Income taxes paid	 	 	–	 	 	 	–	 



 


(The accompanying notes are an integral
part of these consolidated financial statements)


 




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RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		1.	Corporate Information



 


RESAAS
Services Inc. (the “Company”) was incorporated on June 4, 2009 under the British Columbia Business Corporations Act.
The Company is engaged in the development of web and mobile communications software for the real estate industry. The
Company’s registered office is suite 303 – 55 Water Street, Vancouver, British Columbia, Canada, V6B 1A1.


 


		2.	Basis of Presentation



 


		(a)	Statement of Compliance and Principles
                                         of Consolidation



 


These consolidated financial
statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by
the International Accounting Standards Board (“IASB”) on a going concern basis.


 


These consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiaries, RESAAS USA Inc., a company incorporated in the
state of California in 2012, and The Real Estate Social Network Ltd., a company incorporated in the state of Delaware in 2013.
All significant intercompany transactions have been eliminated on consolidation.


 


		(b)	Basis of Measurement



 


The consolidated financial statements
have been prepared on a historical cost basis and are presented in Canadian dollars, which is also the Company’s functional
currency.


 


The preparation of these consolidated
financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements and reported amounts of expenses during the period. These estimates
are, by their nature, uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require
accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the
estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical
experience, current and future economic conditions and other factors, including expectations of future events that are believed
to be reasonable under the circumstances.


 


Significant assumptions about
the future and other sources of estimation uncertainty that management has made at the reporting date that could result in a material
adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate
to, but are not limited to, the following:


 


		i)	the useful life and recoverability
                                         of long-lived assets;



		ii)	recovery of amounts receivable;



		iii)	the inputs used in the valuation
                                         of share-based payments; and



		iv)	deferred income tax asset valuation
                                         allowances.



 


		(c)	Going Concern of Operations



 


These consolidated financial
statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business. As at December 31, 2013, the Company has not generated any revenues,
and has an accumulated deficit of $10,602,015. The continued operations of the Company are dependent on its ability to generate
future cash flows or obtain additional financing. Management is pursuing equity financing. Management is of the opinion that sufficient
working capital will be obtained from external financing to meet the Company’s liabilities and commitments as they become
due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the
Company.


 


These consolidated financial
statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going
concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business
and at amounts different from those reflected in the accompanying consolidated financial statements.


 




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RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		3.	Summary of Significant Accounting
                                         Policies



 


		(a)	Cash and Cash Equivalents



 


The Company considers all highly
liquid instruments with a maturity of three months or less at the time of issuance, and are readily convertible to known amounts
of cash, and which are subject to insignificant risk of changes in value to be cash equivalents.


 


		(b)	Financial Instruments



 


The Company’s financial
instruments consist of cash and cash equivalents, short-term investments, amounts receivable, amounts due from related parties,
and accounts payable and accrued liabilities.


 


Financial assets and liabilities
are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized
when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially
all risks and rewards of ownership.


 


Financial assets and liabilities
are offset and the net amount is reported in the statement of financial position when there is a legally enforceable right to
offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability
simultaneously.


 


At initial recognition, the
Company classifies its financial instruments in the following categories depending on the purpose for which the instruments were
acquired:


 


		(i)	Financial assets and liabilities
                                         at fair value through profit or loss: A financial asset or liability is classified in
                                         this category if acquired principally for the purpose of selling or repurchasing in the
                                         short-term.



 


Financial instruments in this
category are recognized at fair value and subsequently carried at fair value. Gains and losses arising from changes in fair value
are recorded in the statement of comprehensive loss in the period in which they arise. Financial assets and liabilities at fair
value through profit or loss are classified as current except if they are expected to be realized beyond twelve months of the
statement of financial position date, where they are classified as non-current. Cash and cash equivalents and short-term investments
are classified as financial assets and liabilities at fair value through profit or loss.


 


		(ii)	Held-to-maturity investments:
                                         Held-to-maturity investments are recognized on a trade-date basis and are initially measured
                                         at fair value, including transaction costs. The Company does not have any assets classified
                                         as held-to-maturity investments.



 


		(iii)	Available-for-sale investments:
                                         Available-for-sale investments are non-derivatives that are either designated in this
                                         category or not classified in any of the other categories.



 


Available-for-sale investments
are recognized at fair value and are subsequently carried at fair value. Gains or losses arising from changes in fair value are
recognized in other comprehensive loss. Available-for-sale investments are classified as current except if they are expected to
be realized beyond twelve months of the statement of financial position date, where they are classified as non-current. The Company
does not have any assets classified as available-for-sale.


 


		(iv)	Loans and receivables: Loans
                                         and receivables are non-derivative financial assets with fixed or determinable payments
                                         that are not quoted in an active market. Such assets are recognized initially at fair
                                         value plus any directly attributable transaction costs. Subsequent to initial recognition,
                                         loans and receivables are measured at amortized cost using the effective interest rate
                                         method, less any impairment losses. Amounts receivable and amounts due from related parties
                                         are classified as loans and receivables.



 




    	7



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		3.	Summary of Significant Accounting
                                         Policies (continued)



 


		(b)	Financial Instruments (continued)



 


		(v)	Financial liabilities at amortized
                                         cost: Financial liabilities are classified as other financial liabilities, based on the
                                         purpose for which the liability was incurred, and comprise accounts payable and accrued
                                         liabilities. These liabilities are initially recognized on the trade date at fair value
                                         when the Company becomes a party to the contractual provisions of the instrument and
                                         are subsequently carried at amortized cost using the effective interest rate method.
                                         The liabilities are derecognized when the Company’s contractual obligations are
                                         discharged or cancelled or, they expire.



 


		(c)	Impairment of Financial Assets



 


At each reporting date, the
Company assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A
financial asset or group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment
as a result of one or more events that has occurred after initial recognition of the asset and that event has an impact on the
estimated future cash flows of the financial asset or group of financial assets.


 


		(d)	Property and Equipment



 


Property and equipment consists
of computer equipment and are recorded at cost and amortized annually at rates calculated to amortize the assets over their estimated
useful lives on a declining balance at a rate of 55% per annum.


 


		(e)	Website Development Costs



 


Website development costs consist
of costs incurred to develop internet websites to earn revenue with respect to the Company’s business operations. Costs
are capitalized in accordance with SIC Interpretation 32, Intangible Assets – Web Site Cost, and are amortized
under IAS 38, Intangible Assets, over its estimated useful life commencing when the internet website has been completed.
The Company ceased capitalizing website development costs and began amortizing the capitalized costs over their useful life of
two years upon the commercial launch of the website in November 2012.


 


		(f)	Intangible Assets



 


Intangible assets include all
costs incurred to acquire a trademark. Intangible assets are recorded at cost and amortized over its useful life of 15 years.


 


The Company conducts an annual
assessment of the residual balances, useful lives and depreciation methods being used for intangible assets and any changes arising
from the assessment are applied by the Company prospectively.


 


		(g)	Impairment of Non-financial Assets



 


The carrying amounts of the
Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment.
If indicators exist, then the asset’s recoverable amount is estimated. The recoverable amounts of the following types of
intangible assets are measured annually whether or not there is any indication that it may be impaired:


 


		·	an
                                         intangible asset with an indefinite useful life



		·	an
                                         intangible asset not yet available for use



		·	goodwill
                                         acquired in a business combination



 




    	8



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		3.	Summary of Significant Accounting Policies
                                         (continued)



 


		(g)	Impairment of Non-financial Assets
                                         (continued)



 


The carrying amounts of the
Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment.
If indicators exist, then the asset’s recoverable amount is estimated. The recoverable amounts of the following types of
intangible assets are measured annually whether or not there is any indication that it may be impaired:


 


		·	an
                                         intangible asset with an indefinite useful life



		·	an
                                         intangible asset not yet available for use



		·	goodwill
                                         acquired in a business combination



 


The recoverable amount of an
asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets
that cannot be tested individually are grouped together into the smallest identifiable group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating
unit, or “CGU”).


 


The Company’s corporate
assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable
amount is determined for the CGU to which the corporate asset belongs.


 


An impairment loss is recognized
if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit
or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated
to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.


 


In respect of other assets than
goodwill and intangible assets that have indefinite useful lives, impairment losses recognized in prior periods are assessed at
each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there
has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.


 


		(h)	Share-based Payments



 


The grant date fair value of
share-based payment awards granted to employees is recognized as a stock-based compensation expense, with a corresponding increase
in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense
is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be
met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service
and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant
date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between
expected and actual outcomes.


 


Where equity instruments are
granted to parties other than employees, they are recorded by reference to the fair value of the services received. If the fair
value of the services received cannot be reliably estimated, the Company measures the services received by reference to the fair
value of the equity instruments granted, measured at the date the counterparty renders service.


 


All equity-settled share-based
payments are reflected in share-based payment reserve, until exercised. Upon exercise, shares are issued from treasury and the
amount reflected in share-based payment reserve is credit to share capital, adjusted for any consideration paid.


 




    	9



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		3.	Summary of Significant Accounting
                                         Policies (continued)



 


		(i)	Income Taxes



 


Income tax comprises current
and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business
combination, or items recognized directly in equity or in the other comprehensive loss.


 


Current income taxes are recognized
for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustments to income
tax payable in respect of previous years. Current income taxes are determined using tax rates and laws that have been enacted
or substantively enacted by the year-end date.


 


Deferred tax assets and liabilities
are recognized where the carrying amounts of an asset or liability differs from its tax base, except for the taxable temporary
differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an
asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting
nor taxable profit or loss.


 


Recognition of deferred tax
assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable
that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting
period, the Company re-assesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax
asset to the extent that it has become probable that future taxable profit will allow the
deferred tax asset to be recovered.


 


		(j)	Loss per Share



 


Basic loss per share is computed
using the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation
of diluted loss per share, whereby all “in the money” stock options and share purchase warrants are assumed to have
been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common
shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share
are the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive. As at December 31,
2013, the Company has 3,862,432 (2012 – 3,782,012) potentially dilutive shares.


 


		(k)	Accounting Standards Issued But
                                         Not Yet Effective



 


Certain pronouncements were
issued by the IASB or the IFRS Interpretations Committee that are mandatory for annual periods beginning after January 1, 2014
or later periods.


 


Management has considered that
the following amendments, revisions and new IFRSs might not have a material effect on the Company’s future disclosure, results
and financial position:


 


		i)	IFRS 9, Financial Instruments
                                         (New)



 


		ii)	IFRS 10, Consolidated Financial
                                         Statements (New)



 


		iii)	IFRS 12, Disclosure of Interests
                                         in Other Entities (New)



 


		iv)	IAS 19, Employee Benefits
                                         (Amended)



 


		v)	IAS 27, Separate Financial
                                         Statements (Amendments)



 


		vi)	IAS 32, Financial Instruments:
                                         Presentation (Amendments)



 


Other accounting standards or
amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or
are not expected to have a significant impact on the Company’s financial statements.


 




    	10



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


4.Short term Investments


 


			As of December 31, 2013, the Company
                                         had $508,477 (2012 - $505,844) in a guaranteed investment certificate, which is unsecured,
                                         bears interest at 1.35% (2012 - 1.05%) per annum, and matures on January 31, 2014.



 


		5.	Property and Equipment



 


	 	 	Computer 
equipment 
$	 
	Cost:	 	 	 	 
	Balance, December 31, 2011	 	 	3,489	 
	Additions	 	 	7,209	 
	Balance, December 31, 2012	 	 	10,698	 
	Additions	 	 	11,443	 
	Balance, December 31, 2013	 	 	22,141	 
	 	 	 	 	 
	Accumulated amortization:	 	 	 	 
	Balance, December 31, 2011	 	 	2,977	 
	Additions	 	 	3,769	 
	Balance, December 31, 2012	 	 	6,746	 
	Additions	 	 	6,963	 
	Balance, December 31, 2013	 	 	13,709	 
	 	 	 	 	 
	Carrying amounts:	 	 	 	 
	Balance, December 31, 2012	 	 	3,952	 
	Balance, December 31, 2013	 	 	8,432	 



 


		6.	Website Development Costs



 


	 	 	$	 
	Cost:	 	 	 	 
	Balance, December 31, 2011	 	 	1,137,817	 
	Additions	 	 	896,992	 
	Balance, December 31, 2012 and 2013	 	 	2,034,809	 
	 	 	 	 	 
	Accumulated amortization:	 	 	 	 
	Balance, December 31, 2011	 	 	–	 
	Additions	 	 	166,984	 
	Balance, December 31, 2012	 	 	166,984	 
	Additions	 	 	1,017,404	 
	Balance, December 31, 2013	 	 	1,184,388	 
	 	 	 	 	 
	Carrying amounts:	 	 	 	 
	Balance, December 31, 2012	 	 	1,867,825	 
	Balance, December 31, 2013	 	 	850,421	 



 




    	11



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		7.	Intangible Assets



 


	 	 	Trademarks 
$	 
	Cost:	 	 	 	 
	Balance, December 31, 2011	 	 	–	 
	Additions	 	 	10,089	 
	Balance, December 31, 2012	 	 	10,089	 
	Additions	 	 	11,307	 
	Impairments	 	 	(2,608	)
	Balance, December 31, 2013	 	 	18,788	 
	 	 	 	 	 
	Accumulated amortization:	 	 	 	 
	Balance, December 31, 2012	 	 	–	 
	Additions	 	 	648	 
	Balance, December 31, 2013	 	 	648	 
	 	 	 	 	 
	Carrying amounts:	 	 	 	 
	Balance, December 31, 2012	 	 	10,089	 
	Balance, December 31, 2013	 	 	18,140	 



 


		8.	Related Party Transactions



 


		a)	As of December 31, 2013, the Company
                                         was owed $88,500 (2012 - $43,500) for loans from the Chief Executive Officer of the Company,
                                         which is unsecured, non-interest bearing, and due on demand.



 


		b)	As of December 31, 2013, the Company
                                         was owed $88,400 (2012 - $43,400) for loans from the Chief Financial Officer of the Company,
                                         which is unsecured, non-interest bearing, and due on demand.



 


		c)	During the year ended December
                                         31, 2013, the Company incurred website development costs of $nil (2012 - $141,888) to
                                         the Vice President of Engineering of the Company.



 


		d)	During the year ended December
                                         31, 2013, the Company incurred salary of $89,753 (2012 - $13,407) to the Vice President
                                         of Engineering of the Company, which is recorded as general and administrative expense.



 


		e)	During the year ended December
                                         31, 2013, the Company incurred management fees of $78,214 (2012 - $56,066) and a management
                                         bonus of $28,000 (2012 - $2,500) to the Chief Executive Officer of the Company.



 


		f)	During the year ended December
                                         31, 2013, the Company incurred management fees of $78,214 (2012 - $112,132) and a management
                                         bonus of $3,000 (2012 - $2,500) Chief Financial Officer of the Company.



 


		g)	During the year ended December
                                         31, 2013, the Company incurred management fees of $120,330 (2012 - $123,297) to the President
                                         of the Company.



 


		h)	During the year ended December
                                         31, 2013, the Company incurred salary of $96,001 (2012 - $119,596) to the Chief Operating
                                         Officer of the Company, which is recorded as general and administrative expense.



 


		i)	During the year ended December
                                         31, 2013, the Company recognized stock-based compensation expense of $734,364 (2012 -
                                         $205,432) for 1,507,200 (2012 – 150,000) stock options granted to officers and
                                         directors of the Company.



 




    	12



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		9.	Share Capital



 


Preferred Shares


 


The Company is authorized to
issue an unlimited number of non-voting, non-transferable Class A preferred shares with a par value of $0.01 per share. The Class
A preferred shares cannot be issued at a price less than $2.00 per share. Holders of Class A preferred shares are not entitled
to receive any dividends. Each issued and outstanding Class A preferred share shall be converted into one fully paid common share
immediately prior to the consummation of any “Change of Control Event”.


 


As at December 31, 2013, there
are no Class A preferred shares issued and outstanding.


 


Common Shares


 


The Company is authorized to
issue an unlimited number of common shares without par value.


 


Share transactions during the
year ended December 31, 2013:


 


		a)	On July 31, 2013, the Company
                                         issued 744,600 units at a price of $1.10 per unit for gross proceeds of $819,060. Each
                                         unit consisted of one common share and one-half of a share purchase warrant. Each whole
                                         share purchase warrant is exercisable into one additional common share at an exercise
                                         price of $1.50 per share until January 31, 2015. The Company paid finder’s fees
                                         of $65,525 and issued 74,460 finders’ warrants with a fair value of $45,855. Each
                                         finders’ warrant is exercisable at a price of $1.10 per common share until January
                                         31, 2015.



 


		b)	On August 28, 2013, the Company
                                         issued 505,454 units at a price of $1.10 per unit for gross proceeds of $555,999. Each
                                         unit consisted of one common share and one-half of a share purchase warrant. Each whole
                                         share purchase warrant is exercisable into one additional common share at an exercise
                                         price of $1.50 per share until February 28, 2015. The Company paid finder’s fees
                                         of $33,920 and issued 38,545 finders’ warrants with a fair value of $16,462. Each
                                         finders’ warrant is exercisable at a price of $1.10 per share until February 28,
                                         2015.



 


		c)	On
                                         December 3, 2013, the Company issued 7,500 common shares pursuant to the exercise of
                                         stock options at $1.25 per share for proceeds of $9,375. The fair value of the stock
                                         options of $6,050 was transferred from share-based payment reserve to common shares upon
                                         exercise.



 


		d)	On
                                         December 9, 2013, the Company issued 20,300 common shares pursuant to the exercise of
                                         agent’s warrants at $1.10 per share for proceeds of $22,330. The fair value of
                                         the agent’s warrants of $15,321 was transferred from share-based payment reserve
                                         to common shares upon exercise.



 


Share transactions during the
year ended December 31, 2012:


 


		e)	On February 20, 2012, the Company
                                         issued 196,666 units at a price of $1.50 per unit for gross proceeds of $294,999. Each
                                         unit consisted of one common share and one-half of a share purchase warrant. Each whole
                                         share purchase warrant is exercisable into one additional common share at an exercise
                                         price of $2.25 per share until August 20, 2013. The Company paid $10,999 and issued 9,166
                                         share purchase warrants with a fair value of $7,505 as finders’ fees. Each share
                                         purchase warrant is exercisable at an exercise price of $1.50 per share until February
                                         20, 2013.



 


		f)	On March 21, 2012, the Company
                                         completed a short form prospectus offering and issued 1,150,000 units at a price of $1.50
                                         per unit for gross proceeds of $1,725,000. Each unit consisted of one common share and
                                         one-half of a share purchase warrant. Each whole share purchase warrant is exercisable
                                         into one additional common share at an exercise price of $2.25 per share until September
                                         21, 2013. The Company paid $177,173 and issued 40,000 corporate finance warrants with
                                         a fair value of $34,315 and 115,000 share purchase warrants with a fair value of $98,653
                                         as finders’ fees. Each finders’ warrant is exercisable at an exercise price
                                         of $1.50 per common share until March 21, 2013.



 




    	13



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


9.Share Capital (continued)


 


		g)	During the year ended December
                                         31, 2012, the Company issued 2,805,050 common shares pursuant to the exercise of share
                                         purchase warrants and 28,750 common shares pursuant to the exercise of agents’
                                         warrants at $0.50 per share for gross proceeds of $1,416,900. The Company paid finder’s
                                         fees of $37,257. The fair value of the agent’s warrants of $4,836 was transferred
                                         from share-based payment reserve to common shares upon exercise.



 


		h)	During the year ended December
                                         31, 2012, the Company issued 291,030 common shares pursuant to the exercise of agents’
                                         warrants at $0.25 per share for proceeds of $72,758 pursuant to the exercise of agents’
                                         warrants. The fair value of the agent’s warrants of $64,505 was transferred from
                                         share-based payment reserve to common shares upon exercise.



 


Escrowed Shares


 


On October 20, 2010, the Company
entered into an Escrow Agreement with certain shareholders in which 9,750,001 common shares would be subject to escrow restrictions
for a period of 66 months. Under the terms of the Escrow Agreement, 10% of the shares will be released from escrow one year after
the completion of the Company’s IPO, and a further 10% every 6 months thereafter. During the year ended December 31, 2013,
1,950,000 (2012 – 1,950,000) shares were released from escrow. As at December 31, 2013, the Company had 5,850,001 (2012
– 7,800,001) shares held in escrow.


 


		10.	Share Purchase Warrants



 


The following table summarizes
the continuity of share purchase warrants:


 


	 	 	Number of
 Warrants	 	 	Weighted
 Average
 Exercise
 Price	 
	 	 	 	 	 	$	 
	Balance, December 31, 2011	 	 	5,476,291	 	 	 	0.92	 
	 	 	 	 	 	 	 	 	 
	Issued	 	 	837,499	 	 	 	2.10	 
	Exercised	 	 	(3,124,830	)	 	 	0.48	 
	Expired	 	 	(1,614,148	)	 	 	1.29	 
	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2012	 	 	1,574,812	 	 	 	2.05	 
	 	 	 	 	 	 	 	 	 
	Issued	 	 	738,032	 	 	 	1.44	 
	Exercised	 	 	(20,300	)	 	 	1.10	 
	Expired	 	 	(1,574,812	)	 	 	2.05	 
	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2013	 	 	717,732	 	 	 	1.45	 



 


The following table summarizes
information about warrants outstanding and exercisable at December 31, 2013:


 


	Warrants
 Outstanding	 	 	Exercise
 Price
 $	 	 	Expiry Date
	 	 	 	 	 	 	 
	 	372,300	 	 	 	1.50	 	 	January 31, 2015
	 	54,160	 	 	 	1.10	 	 	January 31, 2015
	 	252,727	 	 	 	1.50	 	 	February 28, 2015
	 	38,545	 	 	 	1.10	 	 	February 28, 2015
	 	 	 	 	 	 	 	 	 
	 	717,732	 	 	 	 	 	 	 



 




    	14



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		11.	Stock Options



 


The Company has a stock option
plan that provides for the issuance of stock options to its directors, officers and consultants. The stock options are granted
in accordance with the policies of the regulatory authorities at an exercise price equal to or higher than the market price of
the Company’s stock on the date of grant, and are not to exceed 10% of the issued and outstanding common shares of the Company.


 


The following table summarizes
information about the stock options.


 


	 	 	2013	 	 	2012	 
	 	 	Number of
 Options	 	 	Weighted
 Average
 Exercise
 Price

    $	 	 	Number of
 Options	 	 	Weighted
 Average
 Exercise
 Price

    $	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outstanding, beginning of year	 	 	2,207,200	 	 	 	1.29	 	 	 	2,012,200	 	 	 	1.55	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Granted	 	 	2,827,200	 	 	 	1.09	 	 	 	350,000	 	 	 	1.55	 
	Expired	 	 	(1,882,200	)	 	 	1.25	 	 	 	(155,000	)	 	 	1.63	 
	Exercised	 	 	(7,500	)	 	 	1.25	 	 	 	–	 	 	 	–	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outstanding – end of year	 	 	3,144,700	 	 	 	1.14	 	 	 	2,207,200	 	 	 	1.29	 



 


The following table summarizes
information about stock options outstanding and exercisable as at December 31, 2013.


 


	Exercise Price
 $	 	 	Expiry Date	 	Options
 Outstanding and
 Exercisable	 	 	Weighted Average
 Remaining

    Contracted Life
 (Years)	 
	 	1.55	 	 	April 5, 2014	 	 	325,000	 	 	 	0.26	 
	 	1.00	 	 	January 15, 2015	 	 	650,000	 	 	 	1.04	 
	 	1.00	 	 	February 13, 2015	 	 	597,200	 	 	 	1.12	 
	 	1.10	 	 	May 2, 2015	 	 	175,000	 	 	 	1.33	 
	 	1.10	 	 	June 13, 2015	 	 	725,000	 	 	 	1.45	 
	 	1.25	 	 	September 13, 2015	 	 	632,500	 	 	 	1.70	 
	 	1.25	 	 	September 18, 2015	 	 	40,000	 	 	 	1.72	 
	 	 	 	 	 	 	 	3,144,700	 	 	 	1.23	 



 


The fair value of stock options
granted was determined using the Black-Scholes option pricing model. During the year ended December 31, 2013, the Company granted
stock options with a fair value of $1,484,352 (2012 - $480,817), of which $1,484,352 (2012 - $136,767) was expensed and $nil (2012
$344,050) was capitalized as website development costs. The weighted average fair value of the options vested during the year
ended December 31, 2013 was $0.53 (2012 - $0.97) per option. The weighted average share price for stock options exercised was
$1.55 (2012 - $nil). Weighted average assumptions used in calculating the fair value of stock-based compensation expense are as
follows:


 


	 	 	2013	 	 	2012	 
	Risk-free rate	 	 	1.19	%	 	 	0.35	%
	Dividend yield	 	 	0	%	 	 	0	%
	Volatility	 	 	115	%	 	 	152	%
	Expected forfeitures	 	 	–	 	 	 	–	 
	Weighted average expected life of the options (years)	 	 	2.00	 	 	 	1.80	 



 




    	15



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		12.	Capital Management



 


The Company manages its capital
to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders.
The capital structure of the Company consists of cash and cash equivalents, short-term investments, and equity comprised of issued
share capital, share-based payment reserve and deficit.


 


The Company manages its capital
structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors,
will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under
the specific circumstances.


 


The Company is not subject
to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains
unchanged from the year ended December 31, 2012.


 


		13.	Financial Instruments and
                                         Risk Management



 


The Company is exposed in varying
degrees to a variety of financial instrument and related risks. Those risks and management’s approach to mitigating those
risks are as follows:


 


		(a)	Fair Values



 


	 	 	Fair Value Measurements Using	 	 	 	 
	 	 	Quoted prices in
 active markets for

    identical

 instruments
 (Level 1)
 $	 	 	Significant other 

    observable

 inputs
 (Level 2)
 $	 	 	Significant
 unobservable
 inputs

    (Level 3)
 $	 	 	Balance,
 December 31, 
 2013

    $	 
	Cash and cash equivalents	 	 	3,341,649	 	 	 	–	 	 	 	–	 	 	 	3,341,649	 
	Short-term investments	 	 	508,477	 	 	 	–	 	 	 	–	 	 	 	508,477	 
	 	 	 	3,850,126	 	 	 	–	 	 	 	–	 	 	 	3,850,126	 



 


The fair values of other financial
instruments, which include amounts receivable, due from related parties, accounts payable and accrued liabilities approximate
their carrying values due to the relatively short-term maturity of these instruments.


 


		(b)	Credit Risk



 


Credit risk is the risk that
one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss.
The Company’s exposure to credit risk is in its cash and receivables. Cash is held with major banks in Canada, which are
high credit quality financial institutions as determined by rating agencies. Amounts receivable consists of GST refunds which
are due from the Government of Canada. The carrying amount of financial assets represents the maximum credit exposure.


 


		(c)	Currency Risk



 


The Company’s functional
currency is the Canadian dollar. There is low foreign exchange risk to the Company as the Company primarily operates within Canada.


 




    	16



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


13.Financial Instruments and Risk Management (continued)


 


		(d)	Interest Rate Risk



 


The Company’s exposure
to interest rate risk relates to its ability to earn interest income on cash balances at variable rates and its short-term term
deposits at prescribed market rates. The fair value of the Company’s cash is not significantly affected by changes in short-
term interest rates. The income earned from the bank accounts and short-term term deposits is subject to movements in interest
rates.


 


		(e)	Liquidity and Funding Risk



 


Liquidity risk arises through
the excess of financial obligations over available financial assets due at any point in time. The Company’s objective in
managing liquidity risk is to maintain sufficient readily available capital in order to meet its liquidity requirements. Management
maintains sufficient cash to satisfy short-term liabilities in highly liquid investments.


 


Funding risk is the risk that
market conditions will impact the Company’s ability to raise capital through equity markets under acceptable terms and conditions.


 


		14.	Income Taxes



 


The tax effect of the significant
temporary differences, which comprise deferred tax assets and liabilities, has been calculated based on the weighted average income
tax rates of the United States and Canada (computed by applying the Canadian federal and provincial statutory rate) of 34% and
25.75%, respectively. The tax effect or the temporary differences are as follows:


 


	 	 	2013 
$	 	 	2012

$	 
	Combined statutory income tax rate	 	 	26.22	%	 	 	25.00	%
	 	 	 	 	 	 	 	 	 
	Income tax recovery at statutory rate	 	 	(1,419,466	)	 	 	(479,306	)
	 	 	 	 	 	 	 	 	 
	Tax effect of:	 	 	 	 	 	 	 	 
	Permanent differences and other	 	 	375,036	 	 	 	24,564	 
	True up of prior year difference	 	 	(73,265	)	 	 	–	 
	Change in enacted tax rates	 	 	17,698	 	 	 	–	 
	Change in valuation allowance	 	 	1,099,997	 	 	 	454,742	 
	 	 	 	 	 	 	 	 	 
	Income tax provision	 	 	–	 	 	 	–	 



 


The significant components
of deferred income tax assets and liabilities are as follows:


 


	 	 	2013
 $	 	 	2012

$	 
	Deferred income tax assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Non-capital losses carried forward	 	 	1,549,729	 	 	 	761,854	 
	Share issuance costs	 	 	73,047	 	 	 	69,887	 
	Property and equipment	 	 	2,202	 	 	 	942	 
	Trademarks and website costs	 	 	307,702	 	 	 	–	 
	Valuation allowance	 	 	(1,932,680	)	 	 	(832,683	)
	 	 	 	 	 	 	 	 	 
	Net deferred income tax asset	 	 	–	 	 	 	–	 



 




    	17



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2013


(Expressed in Canadian dollars)


 


		14.	Income Taxes (continued)



 


As at December 31, 2013, the
Company has non-capital losses carried forward of $5,960,494 in Canada and the United States which are available to offset future
years’ taxable income. These losses expire as follows:


 


	 	 	Total
 $
	 
	2029	 	 	95,990	 
	2030	 	 	273,632	 
	2031	 	 	1,009,870	 
	2032	 	 	1,656,276	 
	2033	 	 	2,924,726	 
	 	 	 	 	 
	 	 	 	5,960,494	 



 


		15.	Subsequent Events



 


		a)	On January 8, 2014, the Company
                                         entered into an agreement with a third party for financial public relations services
                                         to be provided in the United States during an initial 12 month term for a monthly fee
                                         of $5,000. The Company also granted bonus incentive options to purchase 130,000 common
                                         shares at $4.98 per share, expiring on January 11, 2017. The options vest as to 50,000
                                         immediately, 15,000 on April 10, 2014, 15,000 on July 10, 2014, and 50,000 on the closing
                                         of certain proposed capital-raising transactions.



 


		b)	On January 9, 2014, the Company
                                         issued 10,000 common shares to an officer of the Company upon the exercise of stock options
                                         at $1.00 per share for gross proceeds of $10,000.



 


		c)	On January 23, 2014, the Company
                                         issued 25,000 common shares to an officer of the Company upon the exercise of stock options
                                         at $1.55 per share for gross proceeds of $38,750.



 


		d)	On January 28, 2014, the Company
                                         issued 25,000 common shares to a consultant upon the exercise of stock options at $1.55
                                         per share for gross proceeds of $38,750.



 


		e)	On February 4, 2014, the Company
                                         issued 13,250 common shares to an officer of the Company upon the exercise of stock options
                                         at $1.00 per share for gross proceeds of $13,250.



 


		f)	On March 7, 2014 the stock option
                                         plan was amended and replaced in its entirety and options were granted to employees and
                                         consultants to purchase an aggregate of 410,000 common shares at $4.50 each until March
                                         8, 2016.



 


		g)	On March 17, 2014, the Company
                                         issued 25,000 common shares to a consultant upon the exercise of stock options at $1.00
                                         each for gross proceeds of $25,000.



 


		h)	On March 27, 2014, the Company
                                         issued 30,000 common shares to an employee upon the exercise of stock options at $1.55
                                         each for gross proceeds of $46,500.



 








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