Exhibit 4.3


 


RESAAS SERVICES INC.


Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars)


 




    	 



    	 



    

 





 


		KPMG LLP	Telephone	(604) 691-3000
	 	Chartered Accountants	Fax	(604) 691-3031
	 	PO Box 10426 777 Dunsmuir Street	Internet	www.kpmg.ca
	 	Vancouver BC V7Y 1K3	 	 
	 	Canada	 	 


 


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 statement of financial position as at December 31,
2014, the consolidated statements of comprehensive loss, changes in shareholders’ equity and cash flows for the year then
ended, and 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 audit. We conducted our audit 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 consolidated financial statements are free from material misstatement.


 


An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend
on our 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, we consider 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 includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements.


 


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


 


Opinion


 


In our opinion, the consolidated financial
statements present fairly, in all material respects, the consolidated financial position of RESAAS Services Inc. as at December
31, 2014, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with
International Financial Reporting Standards.


 


KPMG LLP is a Canadian limited liability partnership
and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity.


KPMG Canada provides services to KPMG LLP.


 




    	 



    	 



    

 





 


Shareholders of RESAAS Services
Inc. INDEPENDENT AUDITORS’ REPORT


 


Comparative Information


 


The consolidated financial statements of
RESAAS Services Inc. as at December 31, 2013 and for the year then ended were audited by another auditor who expressed an unmodified
opinion on those statements on April 30, 2014.


 


Emphasis of Matter


 


Without modifying our opinion, we draw
attention to note 2(c) in the consolidated financial statements which indicates that RESAAS Services Inc. has a shareholders’
deficiency and negative cash flows from operations. These conditions along with other matters as set forth in note 2(c) in the
consolidated financial statements, indicate the existence of a material uncertainty that may cast significant doubt about RESAAS
Services Inc.’s ability to continue as a going concern.


 








Chartered Accountants


 


April 27, 2015


Vancouver,
Canada


 




    	2



    	 



    

 



RESAAS
SERVICES INC.


Consolidated
Statements of Financial Position


(Expressed
in Canadian dollars)


 


	 	 	December 31, 
2014
 $	 	 	December 31, 
2013
 $	 
	 	 	 	 	 	 	 
	Assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Current assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents	 	 	4,517,137	 	 	 	3,341,649	 
	Short-term investments (Note 4)	 	 	–	 	 	 	508,477	 
	Amounts receivable	 	 	41,114	 	 	 	63,924	 
	Prepaid expenses	 	 	19,966	 	 	 	19,438	 
	Due from related parties (Note 9)	 	 	176,900	 	 	 	176,900	 
	 	 	 	 	 	 	 	 	 
	Total current assets	 	 	4,755,117	 	 	 	4,110,388	 
	 	 	 	 	 	 	 	 	 
	Non-current assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Property and equipment (Note 5)	 	 	27,304	 	 	 	8,432	 
	Website development costs (Note 6)	 	 	959,656	 	 	 	850,421	 
	Intangible assets (Note 7)	 	 	27,655	 	 	 	18,140	 
	 	 	 	 	 	 	 	 	 
	Total non-current assets	 	 	1,014,615	 	 	 	876,993	 
	 	 	 	 	 	 	 	 	 
	Total assets	 	 	5,769,732	 	 	 	4,987,381	 
	 	 	 	 	 	 	 	 	 
	Liabilities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Current liabilities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Accounts payable and accrued liabilities	 	 	138,160	 	 	 	134,600	 
	Obligations under finance lease (Note 8)	 	 	1,987	 	 	 	–	 
	 	 	 	 	 	 	 	 	 
	Total current liabilities	 	 	140,147	 	 	 	134,600	 
	 	 	 	 	 	 	 	 	 
	Obligations under finance lease (Note 8)	 	 	4,910	 	 	 	–	 
	 	 	 	 	 	 	 	 	 
	Total liabilities	 	 	145,057	 	 	 	134,600	 
	 	 	 	 	 	 	 	 	 
	Shareholders’ equity	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Common shares	 	 	16,204,493	 	 	 	11,283,213	 
	Share-based payment reserve	 	 	7,862,638	 	 	 	4,171,583	 
	Deficit	 	 	(18,442,456	)	 	 	(10,602,015	)
	 	 	 	 	 	 	 	 	 
	Total shareholders’ equity	 	 	5,624,675	 	 	 	4,852,781	 
	 	 	 	 	 	 	 	 	 
	Total liabilities and shareholders’ equity	 	 	5,769,732	 	 	 	4,987,381	 



 


Going
concern (Note 2(c))


Commitments
and contingencies (Note 14)


Subsequent
events (Note 17)


 


Approved and authorized for
issuance by the Board of Directors on April 27, 2015:


 


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


 


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


 




    	3



    	 



    

 


RESAAS SERVICES INC.


Consolidated Statements of Comprehensive
Loss


(Expressed in Canadian dollars except share
amounts)


 


	 	 	Year Ended 
December 31, 
2014 
$	 	 	Year Ended 
December 31, 
2013 
$	 
	 	 	 	 	 	 	 
	Revenue	 	 	6,707	 	 	 	–	 
	 	 	 	 	 	 	 	 	 
	Expenses	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Amortization	 	 	1,096,941	 	 	 	1,025,015	 
	Consulting fees	 	 	360,962	 	 	 	134,543	 
	Filing fees	 	 	79,555	 	 	 	33,462	 
	Foreign exchange loss	 	 	7,949	 	 	 	8,324	 
	General and administrative (Note 9)	 	 	1,382,137	 	 	 	1,644,517	 
	Management fees (Note 9)	 	 	276,758	 	 	 	276,758	 
	Promotion and advertising	 	 	772,743	 	 	 	499,703	 
	Professional fees	 	 	279,159	 	 	 	225,884	 
	Stock-based compensation (Notes 9 and 12)	 	 	3,428,438	 	 	 	1,484,352	 
	Travel	 	 	182,637	 	 	 	114,034	 
	 	 	 	 	 	 	 	 	 
	Total operating expenses	 	 	7,867,279	 	 	 	5,446,592	 
	 	 	 	 	 	 	 	 	 
	Net loss before other income	 	 	(7,860,572	)	 	 	(5,446,592	)
	 	 	 	 	 	 	 	 	 
	Other income	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Interest income	 	 	20,131	 	 	 	32,815	 
	 	 	 	 	 	 	 	 	 
	Net loss and comprehensive loss for the year	 	 	(7,840,441	)	 	 	(5,413,777	)
	 	 	 	 	 	 	 	 	 
	Basic and diluted loss per common share	 	 	(0.26	)	 	 	(0.19	)
	 	 	 	 	 	 	 	 	 
	Weighted average number of common shares outstanding	 	 	30,253,738	 	 	 	28,590,281	 



 


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


 




    	4



    	 



    

 


RESAAS SERVICES INC.


Consolidated Statements of Changes
in Shareholders’ Equity


(Expressed in Canadian dollars
except share amounts)


 


	 	 	Common Shares	 	 	Share-based Payment	 	 	 	 	 	Total Shareholders’	 
	 	 	Number	 	 	Amount 
$	 	 	Reserve 
$	 	 	Deficit 
$	 	 	Equity 
$	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares for cash	 	 	1,570,903	 	 	 	4,005,803	 	 	 	–	 	 	 	–	 	 	 	4,005,803	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.00 per share	 	 	193,250	 	 	 	284,531	 	 	 	(91,281	)	 	 	–	 	 	 	193,250	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.10 per share	 	 	85,000	 	 	 	160,186	 	 	 	(66,686	)	 	 	–	 	 	 	93,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.25 per share	 	 	123,750	 	 	 	254,473	 	 	 	(99,785	)	 	 	–	 	 	 	154,688	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.55 per share	 	 	80,000	 	 	 	212,912	 	 	 	(88,912	)	 	 	–	 	 	 	124,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of warrants at $1.50 per share	 	 	2,250	 	 	 	3,375	 	 	 	–	 	 	 	–	 	 	 	3,375	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fair value of stock options granted	 	 	–	 	 	 	–	 	 	 	4,037,719	 	 	 	–	 	 	 	4,037,719	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	 	–	 	 	 	–	 	 	 	–	 	 	 	(7,840,441	)	 	 	(7,840,441	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2014	 	 	31,436,268	 	 	 	16,204,493	 	 	 	7,862,638	 	 	 	(18,442,456	)	 	 	5,624,675	 



 


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


 




    	5



    	 



    

 


RESAAS SERVICES INC.


Consolidated Statements of Cash Flows


(Expressed in Canadian dollars)


 


	 	 	Year Ended 
December 31, 
2014 
$	 	 	Year Ended 
December 31, 
2013 
$	 
	 	 	 	 	 	 	 
	Operating activities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Net loss	 	 	(7,840,441	)	 	 	(5,413,777	)
	 	 	 	 	 	 	 	 	 
	Items not affecting cash:	 	 	 	 	 	 	 	 
	Amortization	 	 	1,096,942	 	 	 	1,025,015	 
	Stock-based compensation	 	 	3,428,438	 	 	 	1,484,352	 
	 	 	 	 	 	 	 	 	 
	Changes in non-cash operating working capital:	 	 	 	 	 	 	 	 
	Amounts receivable	 	 	22,810	 	 	 	42,879	 
	Prepaid expenses	 	 	(528	)	 	 	(14,416	)
	Accounts payable and accrued liabilities	 	 	3,560	 	 	 	71,545	 
	 	 	 	 	 	 	 	 	 
	Net cash used in operating activities	 	 	(3,289,219	)	 	 	(2,804,402	)
	 	 	 	 	 	 	 	 	 
	Investing activities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Acquisition of intangible assets	 	 	(10,377	)	 	 	(8,700	)
	Proceeds from redemption of short-term investments	 	 	508,477	 	 	 	505,844	 
	Investment in short-term investments	 	 	–	 	 	 	(508,477	)
	Purchase of property and equipment	 	 	(22,075	)	 	 	(11,442	)
	Website development costs	 	 	(585,687	)	 	 	–	 
	 	 	 	 	 	 	 	 	 
	Net cash provided by (used in) investing activities	 	 	(109,662	)	 	 	(22,775	)
	 	 	 	 	 	 	 	 	 
	Financing activities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Repayment of finance lease obligations	 	 	(247	)	 	 	–	 
	Proceeds from common shares issued	 	 	4,005,803	 	 	 	1,375,059	 
	Shares issuance costs	 	 	–	 	 	 	(99,445	)
	Proceeds from the exercise of options and warrants	 	 	568,813	 	 	 	31,705	 
	Loan to related party	 	 	–	 	 	 	(90,000	)
	 	 	 	 	 	 	 	 	 
	Net cash provided by financing activities	 	 	4,574,369	 	 	 	1,217,319	 
	 	 	 	 	 	 	 	 	 
	Increase (decrease) in cash and cash equivalents	 	 	1,175,488	 	 	 	(1,609,858	)
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents, beginning of period	 	 	3,341,649	 	 	 	4,951,507	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents, end of period	 	 	4,517,137	 	 	 	3,341,649	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents is comprised of:	 	 	 	 	 	 	 	 
	Amounts held in legal trust account	 	 	15,950	 	 	 	14,606	 
	Cash in bank	 	 	2,651,206	 	 	 	1,242,903	 
	Cashable guaranteed investment certificates	 	 	1,849,981	 	 	 	2,084,140	 
	 	 	 	 	 	 	 	 	 
	Total cash and cash equivalents	 	 	4,517,137	 	 	 	3,341,649	 
	 	 	 	 	 	 	 	 	 
	Non-cash investing and financing activities:	 	 	 	 	 	 	 	 
	Stock compensation capitalized as website development costs	 	 	609,281	 	 	 	–	 
	Fair value of agent’s options and warrants recorded as share issuance costs	 	 	–	 	 	 	62,317	 



 


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




    	6



    	 



    

 


 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		1.	Corporate Information



 


RESAAS
Services Inc. (the “Company”) was incorporated on June 4, 2009 under the Business Corporations Act (British Columbia).
The Company is engaged in the development of web and mobile communications software for the real estate industry. The
Company’s head office is located at 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.


 


The consolidated financial statements
were approved by the Board of Directors and authorized for issue on April 27, 2015.


 


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



 


These 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.


 


Significant areas of estimation
include:


 


		i)	The useful life and recoverability of long-lived assets:



 


Management estimates the useful
lives of property and equipment based on the period during which the assets are expected to be available for use. The amounts and
timing of recorded expenses for depreciation of property and equipment for any period are affected by these estimated useful lives.
The estimates are reviewed at least annually and are updated if expectations change as a result of technical or commercial obsolescence,
and legal or other limits to use. It is possible that changes in these factors may cause significant changes in the estimated useful
lives of the Company’s property and equipment in the future


 


The assessment of any impairment
of property and equipment, including intangible assets, is dependent upon estimates of recoverable amounts that take into account
factors such as economic and market conditions, timing of cash flows, the useful lives of assets, and their related salvage values.


 




    	7



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		2.	Basis of Presentation (continued)



 


		ii)	The inputs used in the valuation of share-based payments:



 


The fair value of stock options
granted is measured using a Black-Scholes model. Measurement inputs include share price on measure date, exercise price of the
option, expected volatility, actual and expected life of the option, expected dividends based on the dividend yield at the date
of the grant, anticipated forfeiture rate, and the risk-free interest rate. The expected life of the options is based on historical
experience and general option holder behavior. The Company also makes an estimate of the number of options that will be forfeited
and the rate is adjusted to reflect the actual number of options that vest. Consequently, the actual stock-based compensation expense
may vary from the amount estimated.


 


		iii)	Recognition of deferred income tax assets:



 


Related deferred income tax assets
and deferred income tax liabilities are recognized for the estimated tax consequences between amounts included in the financial
statements and their respective tax basis based on the enacted or substantively enacted future income tax rates. Timing of future
revenue streams and future capital spending changes can affect the timing of any temporary differences, and the expected usage
of existing tax pools and credits, and accordingly can affect the amount of the deferred income tax assets and liabilities calculated
at a point in time. These differences could materially impact earnings.


 


Significant areas of judgment
include:


 


		i)	Qualification of costs to capitalize as website development costs:



 


Significant judgment is required
in determining whether costs incurred qualify for capitalization as website development costs. The Company monitors whether the
recognition requirements for development costs continue to be met. This is necessary as the economic success of any development
activities is uncertain and may be subject to future revisions after the time of recognition.


 


		ii)	Application of the going concern assumption:



 


The assessment of whether the going
concern assumption is appropriate requires management to take into account all available information about the future, which is
at least, but is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties
related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.


 


		(c)	Going Concern



 


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, 2014, the Company has not generated significant
revenues, has negative cash flows from operations, and has an accumulated deficit of $18,442,456. 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 factors, among others, create substantial doubt as to the ability of the Company
to continue as a going concern.


 


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 these consolidated financial statements.


 




    	8



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		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, 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 12 months of the statement
of financial position date, where they are classified as non-current.


 


		(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 12 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.


 




    	9



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		3.	Summary of Significant Accounting Policies (continued)



 


		(b)	Financial Instruments (continued)



 


		(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. Cash and cash equivalents, short-term investments, and amounts receivable
and amounts due from related parties are classified as loans and receivables.



 


		(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. Accounts payable and
accrued liabilities, and obligations under finance lease, are classified as financial liabilities.



 


		(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 computer equipment under finance lease and is 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)	Revenue



 


The Company recognizes revenue
in accordance with IAS 18, Revenue. Revenue consists of subscription fees and online advertising sales and is recognized
only when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction
will flow to the entity, the stage of completion of the transaction at the end of the reporting period can be measured reliably,
and the cost incurred for the transaction and the cost to complete the transaction can be measured reliably.


 


		(f)	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 amortizes the capitalized costs over their useful life of two years.


 


		(g)	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.


 




    	10



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		3.	Summary of Significant Accounting Policies (continued)



 


		(h)	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 they 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 assets other 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.


 


		(i)	Leases



 


The Company leases assets for
administrative purposes. The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement
and requires an assessment by the Company of whether the arrangement conveys a right to use the asset. Leases are classified as
finance leases if the terms of the lease transfer substantially all the risks and rewards of ownership to the Company. Otherwise,
leases are classified as operating leases.


 


Operating lease expense is recognized
on a straight-line basis over the lease term.


 


Finance lease payments are recorded
at the present value at the inception of the lease and apportioned at each disbursement date between financing costs and the lease
liability using the implicit interest rate of the lease. They are presented in property and equipment, and obligations under finance
lease in the consolidated statement of financial position.


 




    	11



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		3.	Summary of Significant Accounting Policies (continued)



 


		(j)	Share Capital - Unit Offerings



 


The Company records proceeds
from unit offerings consisting of common shares and equity classified share purchase warrants as share capital.


 


		(k)	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.


 


		(l)	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 they relate 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.


 




    	12



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		3.	Summary of Significant Accounting Policies (continued)



 


		(m)	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, the exercise of stock options
and share purchase warrants is considered to be anti-dilutive and basic and diluted loss per share are the same. As at December
31, 2014, the Company has 6,779,085 (2013 - 3,862,432) potentially dilutive shares.


 


		(n)	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, 2015 or later
periods.


 


The following new IFRSs that
have not been early adopted in these consolidated financial statements will not have a material effect on the Company’s future
results and financial position:


 


		i)	IFRS 9, Financial Instruments (New; to replace IAS 39 and IFRIC 9)



		ii)	IFRS 15, “Revenue from Contracts with Customers”



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.


 


		4.	Short term Investments



 


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


 


		5.	Property and Equipment



 


	 	 	Computer
 Equipment Under
 Finance Lease
 $	 	 	Computer

Equipment
 $	 	 	Total
 $	 
	 	 	 	 	 	 	 	 	 	 
	Cost:	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2012	 	 	–	 	 	 	10,698	 	 	 	10,698	 
	Additions	 	 	–	 	 	 	11,443	 	 	 	11,443	 
	Balance, December 31, 2013	 	 	–	 	 	 	22,141	 	 	 	22,141	 
	Additions	 	 	7,144	 	 	 	22,075	 	 	 	29,219	 
	Balance, December 31, 2014	 	 	7,144	 	 	 	44,216	 	 	 	51,360	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accumulated amortization:	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2012	 	 	–	 	 	 	6,746	 	 	 	6,746	 
	Additions	 	 	–	 	 	 	6,963	 	 	 	6,963	 
	Balance, December 31, 2013	 	 	–	 	 	 	13,709	 	 	 	13,709	 
	Additions	 	 	–	 	 	 	10,347	 	 	 	10,347	 
	Balance, December 31, 2014	 	 	–	 	 	 	24,056	 	 	 	24,056	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carrying amounts:	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2013	 	 	–	 	 	 	8,432	 	 	 	8,432	 
	Balance, December 31, 2014	 	 	7,144	 	 	 	20,160	 	 	 	27,304	 



 




    	13



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		6.	Website Development Costs



 


	 	 	$	 
	Cost:	 	 	 	 
	Balance, December 31, 2012	 	 	2,034,809	 
	Additions	 	 	–	 
	Balance, December 31, 2013	 	 	2,034,809	 
	Additions	 	 	1,194,968	 
	Balance, December 31, 2014	 	 	3,229,777	 
	 	 	 	 	 
	Accumulated amortization:	 	 	 	 
	Balance, December 31, 2012	 	 	166,984	 
	Additions	 	 	1,017,404	 
	Balance, December 31, 2013	 	 	1,184,388	 
	Additions	 	 	1,085,733	 
	Balance, December 31, 2014	 	 	2,270,121	 
	 	 	 	 	 
	Carrying amounts:	 	 	 	 
	Balance, December 31, 2013	 	 	850,421	 
	Balance, December 31, 2014	 	 	959,656	 



 


		7.	Intangible Assets



 


	 	 	Trademarks 
$	 
	 	 	 	 
	Cost:	 	 	 	 
	Balance, December 31, 2012	 	 	10,089	 
	Additions	 	 	11,307	 
	Impairments	 	 	(2,608	)
	Balance, December 31, 2013	 	 	18,788	 
	Additions	 	 	10,376	 
	Balance, December 31, 2014	 	 	29,164	 
	 	 	 	 	 
	Accumulated amortization:	 	 	 	 
	Balance, December 31, 2012	 	 	–	 
	Additions	 	 	648	 
	Balance, December 31, 2013	 	 	648	 
	Additions	 	 	861	 
	Balance, December 31, 2014	 	 	1,509	 
	 	 	 	 	 
	Carrying amounts:	 	 	 	 
	Balance, December 31, 2013	 	 	18,140	 
	Balance, December 31, 2014	 	 	27,655	 



 




    	14



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		8.	Obligations Under Finance Lease



 


On November 28, 2014 and December
11, 2014, the Company entered into two agreements to lease computer equipment for three years each. The computer equipment leases
are classified as finance leases. The interest rates underlying the obligations in the finance leases are 18% and 25% per annum.
The following is a schedule by years of future minimum lease payments under finance leases together with the present value
of the net minimum lease payments as of December 31, 2014:


 


	Year ending December 31:	 	$	 
	2015	 	 	3,167	 
	2016	 	 	3,167	 
	2017	 	 	2,743	 
	 	 	 	 	 
	Net minimum lease payments	 	 	9,077	 
	Less: amount representing interest payments	 	 	(2,180	)
	 	 	 	 	 
	Present value of net minimum lease payments	 	 	6,897	 
	Less: current portion	 	 	(1,987	)
	 	 	 	 	 
	Long-term portion	 	 	4,910	 



 


		9.	Related Party Transactions



 


During the year ended December
31, 2014, the Company was engaged in the following related party transactions:


 


		a)	As of December 31, 2014, the Company was owed $88,500 (2013 - $88,500) for loans from the Chief
Executive Officer of the Company, which is unsecured, non-interest bearing, and due on demand. The loan was offset by a bonus payment
in March 2015 for services rendered.



 


		b)	As of December 31, 2014, the Company was owed $88,400 (2013 - $88,400) for loans from the Chief
Financial Officer of the Company, which is unsecured, non-interest bearing, and due on demand. The loan was offset by a bonus payment
in March 2015 for services rendered.



 


		c)	Key management personnel compensation:



 


The following table summarizes the compensation
of the Company’s key management:


 


	 	 	2014	 	 	2013	 
	 	 	$	 	 	$	 
	Management fees	 	 	276,758	 	 	 	276,758	 
	Employee salary and benefits	 	 	121,788	 	 	 	216,754	 
	Share based payments to officers and directors	 	 	752,896	 	 	 	734,364	 



 




    	15



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		10.	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”.


 


The Company is authorized to
issue an unlimited amount of Class B preferred shares without par value. The Class B preferred shares allow the Board to fix the
number of shares in the series and to fix the preferences, special rights and restrictions, privileges, conditions and limitations
attached to the shares of that series, before the issuance of shares of any particular series. The Board has the authority to fix,
amongst other things, the number of shares constituting any such series, the voting powers, designation, preferences and relative
participation, optional or other special rights and qualifications, limitations or restrictions thereof, including the dividend
rights and dividend rate, terms of redemption (including sinking fund provisions), redemption price or prices, conversion rights
and liquidation preferences of the shares constituting any series, without any further vote or action by the shareholders of the
Company.


 


As at December 31, 2014, there
are no Class A or Class B preferred shares issued and outstanding.


 


Common Shares


 


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


 


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, 2014,
1,950,000 shares were released from escrow. As at December 31, 2014, 3,900,000 shares are held in escrow.


 


Private Placements


 


		a)	On July 30, 2014, the Company issued 1,570,903 units at a price of $2.55 per unit for proceeds
of $4,005,803. Each unit consisted of one common share and one share purchase warrant exercisable into one additional common share
at a price of $3.00 per share until January 30, 2016.



 


		b)	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 a 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
into one common share at a price of $1.10 per share until January 31, 2015.



 


		c)	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 a 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
into once common share at a price of $1.10 per share until February 28, 2015.



 




    	16



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		11.	Share Purchase Warrants



 


The following table summarizes
the continuity of share purchase warrants:


 


	 	 	Number of
 Warrants	 	 	Weighted
 Average
 Exercise

Price	 
	 	 	 	 	 	$	 
	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	 
	 	 	 	 	 	 	 	 	 
	Issued	 	 	1,570,903	 	 	 	3.00	 
	Exercised	 	 	(2,250	)	 	 	1.50	 
	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2014	 	 	2,286,385	 	 	 	2.51	 



 


The following table summarizes
information about warrants outstanding and exercisable at December 31, 2014:


 


	Warrants
 Outstanding	 	 	Exercise
 Price
 $	 	 	Expiry Date
	 	 	 	 	 	 	 
	 	370,050	 	 	 	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
	 	1,570,903	 	 	 	3.00	 	 	January 30, 2016
	 	 	 	 	 	 	 	 	 
	 	2,286,385	 	 	 	 	 	 	 



 


		12.	Stock Options



 


On March 7, 2014 the Company’s
stock option plan was amended and replaced in its entirety. The stock option plan 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, with a maximum term of five years on
the date of grant, and are not to exceed 20% of the issued and outstanding common shares of the Company. Vesting terms are determined
by the policies of the Canadian Securities Exchange or by the board of directors.


 


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 a price of $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.


 




    	17



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		12.	Stock Options (continued)



 


The following table summarizes
information about the stock options.


 


	 	 	2014	 	 	2013	 
	 	 	Number of
 Options	 	 	Weighted
 Average
 Exercise
 Price
 $	 	 	Number of
 Options	 	 	Weighted
 Average
 Exercise
 Price
 $	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outstanding – beginning of period	 	 	3,144,700	 	 	 	1.14	 	 	 	2,207,200	 	 	 	1.29	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Granted	 	 	2,150,000	 	 	 	2.92	 	 	 	2,827,200	 	 	 	1.09	 
	Expired	 	 	(320,000	)	 	 	1.76	 	 	 	(1,882,200	)	 	 	1.25	 
	Exercised	 	 	(482,000	)	 	 	1.17	 	 	 	(7,500	)	 	 	1.25	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outstanding – end of period	 	 	4,492,700	 	 	 	1.95	 	 	 	3,144,700	 	 	 	1.14	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exercisable – end of period	 	 	4,292,700	 	 	 	1.90	 	 	 	3,144,700	 	 	 	1.14	 



 


The following table summarizes
information about stock options outstanding and exercisable as at December 31, 2014.


 


	Exercise
 Price
 $	 	 	Expiry Date	 	Number of Options
  Outstanding	 	 	Number of
 Options
 Exercisable	 	 	Weighted
 Average
 Remaining
 Contracted Life
 (Years)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.00	 	 	January 15, 2015	 	 	470,000	 	 	 	470,000	 	 	 	0.04	 
	 	1.00	 	 	February 13, 2015	 	 	558,950	 	 	 	558,950	 	 	 	0.12	 
	 	1.10	 	 	May 2, 2015	 	 	165,000	 	 	 	165,000	 	 	 	0.34	 
	 	1.10	 	 	June 13, 2015	 	 	650,000	 	 	 	650,000	 	 	 	0.45	 
	 	1.25	 	 	September 13, 2015	 	 	523,750	 	 	 	523,750	 	 	 	0.70	 
	 	4.50	 	 	March 8, 2016	 	 	385,000	 	 	 	385,000	 	 	 	1.19	 
	 	2.35	 	 	December 23, 2016	 	 	1,610,000	 	 	 	1,460,000	 	 	 	1.98	 
	 	4.98	 	 	January 11, 2017	 	 	130,000	 	 	 	80,000	 	 	 	2.03	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	4,492,700	 	 	 	4,292,700	 	 	 	1.00	 



 


The fair value of stock options
granted was determined using the Black-Scholes option pricing model. During the year ended December 31, 2014, the Company granted
stock options with a fair value of $4,037,719 (2013 - $1,484,352), of which $3,428,438 (2013 - $1,484,352) was expensed and $609,281
(2013 - $nil) was capitalized as website development costs. The weighted average fair value of the options granted during the year
ended December 31, 2014 was $2.00 (2013 - $0.53) per option. The weighted average share price for stock options exercised was $3.28
(2013 - $1.55). Weighted average assumptions used in calculating the fair value of stock-based compensation expense are as follows:


 


	 	 	2014	 	 	2013	 
	Risk-free rate	 	 	1.45	%	 	 	1.19	%
	Dividend yield	 	 	0	%	 	 	0	%
	Volatility	 	 	110	%	 	 	115	%
	Expected forfeitures	 	 	–	 	 	 	–	 
	Weighted average expected life of the options (years)	 	 	4.31	 	 	 	2.00	 



 


The expected volatility used
in the Black-Scholes option pricing model is based on the historical volatility of the Company’s common shares.


 




    	18



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		13.	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 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 equity issuances 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, 2013


 


		14.	Commitments and Contingencies



 


The Company had no significant
commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements, or other matters
other than disclosed below. Management services provided are on a month-to-month basis.


 


		a)	The Company has entered into leases for the provision of facility space until April 30, 2015. The
Company’s future minimum lease payments for the premise leases are as follows:



 


	Fiscal year ending December 31, 2015	 	$	29,300	 
	Total:	 	$	29,300	 



 


		b)	The Company has entered into two leases for Company vehicles until October 28, 2018 and September
21, 2019. The Company’s future minimum lease payments for the vehicle leases are as follows:



 


	Fiscal year ending December 31, 2015	 	$	20,214	 
	Fiscal year ending December 31, 2016	 	 	20,214	 
	Fiscal year ending December 31, 2017	 	 	20,214	 
	Fiscal year ending December 31, 2018	 	 	17,393	 
	Fiscal year ending December 31, 2019	 	 	5,954	 
	Total:	 	$	83,989	 



 


		c)	The Company is actively contesting one threatened legal action in the ordinary course of business
and believes the ultimate outcome of this action will not have a material adverse impact on the Company’s financial position,
results of operations or liquidity.



 


		15.	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:


 




    	19



    	 



    

 


RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		15.	Financial Instruments and Risk Management (continued)



 


		(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,
 2014
 $	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents	 	 	4,517,137	 	 	 	–	 	 	 	–	 	 	 	4,517,137	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	4,517,137	 	 	 	–	 	 	 	–	 	 	 	4,517,137	 



 


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.


 


		(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.


 


	As at December 31, 2014	 	Carrying

amount 
$	 	 	Contractual

cash flows 
$	 	 	1 year or

less 
$	 	 	1 -5 Years 
$	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trade and other payables	 	 	138,160	 	 	 	138,160	 	 	 	138,160	 	 	 	-	 
	Obligations under finance lease	 	 	1,987	 	 	 	6,897	 	 	 	1,987	 	 	 	4,910	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	140,147	 	 	 	145,057	 	 	 	140,147	 	 	 	4,910	 



 




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RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		16.	Income Taxes



 


The Company operates in Canada
and the United States and is subject to statutory income tax rates of 26% and 35% respectively. The income tax provision differs
from the amounts that would be obtained by applying the Canadian statutory income tax rate to net income (loss) before taxes as
follows:


 


	 	 	2014
 $	 	 	2013

$	 
	 	 	 	 	 	 	 
	Statutory income tax rate	 	 	26.00	%	 	 	26.00	%
	 	 	 	 	 	 	 	 	 
	Income tax recovery at statutory rate	 	 	(2,038,515	)	 	 	(1,419,466	)
	 	 	 	 	 	 	 	 	 
	Tax effect of:	 	 	 	 	 	 	 	 
	Permanent differences and other	 	 	928,552	 	 	 	375,036	 
	True up of prior year difference	 	 	85,500	 	 	 	(73,265	)
	Change in enacted tax rates	 	 	16,216	 	 	 	17,698	 
	Change in tax benefits not recognized	 	 	1,008,247	 	 	 	1,099,997	 
	 	 	 	 	 	 	 	 	 
	Income tax provision	 	 	–	 	 	 	–	 



 


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


 


	 	 	2014
 $	 	 	2013

$	 
	 	 	 	 	 	 	 
	Deferred income tax assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Non-capital losses carried forward	 	 	2,271,177	 	 	 	1,549,729	 
	Share issuance costs	 	 	46,943	 	 	 	73,047	 
	Property, equipment and website costs	 	 	407,661	 	 	 	309,904	 
	SR&ED pool carried forward to future years	 	 	215,146	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Net unrecognized deferred income tax asset	 	 	2,940,927	 	 	 	1,932,680	 



 


As at December 31, 2014, the
Company has non-capital losses carried forward of $8,742,193 in Canada and the United States which are available to offset future
years’ taxable income. These losses expire as follows:


 


	 	 	Total
 $	 
	 	 	 	 
	2029	 	 	94,951	 
	2030	 	 	303,915	 
	2031	 	 	592,844	 
	2032	 	 	1,535,364	 
	2033	 	 	2,829,513	 
	2034	 	 	3,385,606	 
	 	 	 	 	 
	 	 	 	8,742,193	 



 




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RESAAS SERVICES INC.


Notes to the Consolidated Financial Statements


December 31, 2014


(Expressed in Canadian dollars except shares and options)


 


		17.	Subsequent Events



 


		(a)	In January 2015, the Company issued 595,940 common shares for proceeds of $754,275 upon the exercise
of stock options and warrants at prices ranging from $1.00 per share to $1.50 per share.



 


		(b)	In February 2015, the Company issued 422,272 common shares for proceeds of $551,671 upon the exercise
of stock options and warrants at prices ranging from $1.00 per share to $1.50 per share.



 


		(c)	In March 2015, the Company issued 4,400 common shares for proceeds of $7,840 upon the exercise
of stock options at prices ranging from $1.10 per share to $2.35 per share.



 


		(d)	In April 2015, the Company issued 15,000 common shares for proceeds of $45,000 upon the exercise
of stock options at a price of $3.00 per share.



 




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