Exhibit 4.7


 


MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS


 


This Management’s Discussion and
Analysis (“MD&A”) of RESAAS Services Inc. (the “Company”) is dated May 29, 2015. You should read this
MD&A in conjunction with our unaudited consolidated financial statements and the related notes thereto for the fiscal quarter
ended March 31, 2015. We present our unaudited consolidated financial statements in Canadian dollars and in accordance with International
Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
All references to dollar amounts are in Canadian dollars unless otherwise noted.


 


This MD&A contains forward-looking
statements that involve risks and uncertainties. Such information, although considered to be reasonable by the Company’s
management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated
in any forward-looking statements. Additional information on the Company, including our voluntarily-filed AIF, is available on
SEDAR at www.sedar.com.


 


Overview


 


RESAAS has developed a cloud-based social
business software platform for the real estate services industry.


 


We have created a suite of tools which integrate
with the platform, including an enterprise social network, a global referral network, lead generation engine, listing management,
client engagement modules, customer relationship management (CRM) tools, analytics, file sharing and an advertising engine. These
tools and functionality are made available exclusively to owners of real estate brokerage firms and brokers, licensed real estate
agents, and Realtors and are designed to increase user productivity through better communication and collaboration between users.


 


Our mission is to enable agents, Realtors
and brokers to communicate effectively, connect instantly and engage meaningfully with one another through a platform built for
their benefit. Our platform allows for instant discussion and debate, both on local and global scale, for facilitating easier and
richer communication within the real estate industry. We commenced operations of our website in February 2013 and began full-scale
revenue generating activities for the RESAAS platform in January 2015. The RESAAS platform is designed specifically for real estate
professionals to instantly connect with other industry professionals and potential business leads in a more modern and socially
engaging environment. This real estate services industry platform, which is accessible through our website, allows professional
users to set up public-facing profiles, connect with other registered professionals both inside and outside of their firm, add
them to their network, generate leads and referrals and post reblasts to their network as well as to their profiles on other major
social networking sites such as Facebook, Twitter and LinkedIn, so as to answer questions and announce new listings, open houses,
price changes, sale notifications, market reports and new blog articles.


 


Revenue Generating Services


 


In January 2015, we began offering premium
subscription services to our professional user base. Prior to 2015, we generated nominal revenue from the sale of advertising.
While we continue to look for additional streams of revenue and advertising partners, we expect that our revenue generation will
primarily come from conversion of our user base to paid premium service subscriptions.


 


Key Business Metrics


 


To analyze our business performance, determine
financial forecasts, and help develop long-term strategic plans, we review the key business metrics below.


 


		·	Professional user — means an individual who has registered on the RESAAS website and has been verified by our
team as a professional real estate agent, Realtor or broker.



 




    	 



    	 



    

 


		·	Premium user — means a professional user who has upgraded their account to receive access to our premium service
package through a monthly or annual subscription payment.



 


		·	Premium conversion rate — means the rate at which we convert our current professional user base to premium users.



 


		·	Unique real estate content — means unique content that is posted to the RESAAS platform in the form of postings
and real estate listings. We do not include comments to original postings or reblasts of the content in this metric.



 


Factors Affecting Our Performance


 


Growth in Registered Professional Users
in North America. As of December 31, 2014, our professional user base in North America was 280,707. Our user growth rates are affected
by digital marketing campaigns and general market penetration. We expect that our user base in North America will continue to increase
as we achieve higher market penetration rates but may do so at a slower pace dependent upon our digital marketing activity.


 


Growth in Users in Other Regions. We anticipate
increased user growth in the regions of South America and Europe. In particular, we anticipate activity to significantly increase
in Brazil and central Europe where there exists a growing middle class. We intend to establish a local presence in such regions
and hire additional staff to further develop brand awareness. In general, new users in regions outside North America do not require
material incremental infrastructure investments because we are able to utilize existing infrastructure such as our data centers
in the United States and Canada to make our platform available to users.


 


Conversion to Premium Services. In January
2015, we began efforts to convert our professional user base to paid premium users. Conversion can occur on an individual basis
or as a result of agreements with brokerages which provide premium services to multiple users. We expect conversion rates of our
existing professional user base to continue to display steady growth as our premium services gain recognition.


 


User Engagement. Changes in user engagement,
such as postings and real estate listings, affect our revenue and financial performance. Growth in user engagement and posting
of unique real estate content may increase the opportunities for us to display advertising and our ability to deliver relevant
commercial content to users. Growth in user engagement also generally results in increases in our expenses and capital expenditures
required to support user activity.


 


Our key business metrics are as follows:


 


	 	 	2013	 	 	2014	 	 	2015	 
	 	 	Q1
	 	 	Q2
	 	 	Q3
	 	 	Q4
	 	 	Q1
	 	 	Q2
	 	 	Q3
	 	 	Q4
	 	 	Q1
	 
	Professional Users	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North America	 	 	7,502	 	 	 	8,955	 	 	 	14,683	 	 	 	64,825	 	 	 	176,641	 	 	 	228,783	 	 	 	265,122	 	 	 	280,707	 	 	 	285,254	 
	International	 	 	524	 	 	 	619	 	 	 	804	 	 	 	1,075	 	 	 	24,237	 	 	 	27,116	 	 	 	42,818	 	 	 	49,243	 	 	 	51,826	 
	Total	 	 	8,026	 	 	 	9,574	 	 	 	15,487	 	 	 	65,900	 	 	 	200,878	 	 	 	255,899	 	 	 	307,940	 	 	 	329,950	 	 	 	337,080	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unique Real Estate Content	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Added Content	 	 	4,022	 	 	 	9,324	 	 	 	17,480	 	 	 	52,838	 	 	 	103,102	 	 	 	96,177	 	 	 	131,103	 	 	 	80,082	 	 	 	65,911	 
	Total Added Content	 	 	4,022	 	 	 	13,346	 	 	 	30,826	 	 	 	83,664	 	 	 	186,766	 	 	 	282,943	 	 	 	414,046	 	 	 	494,128	 	 	 	560,039	 



 




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	 	 	January	 	 	February	 	 	March	 
	Total Users	 	 	331,544	 	 	 	334,420	 	 	 	337,080	 
	Premium Users	 	 	262	 	 	 	685	 	 	 	3,230	 



 


Results of Operations

Comparison of the three months ended March 31, 2015 and 2014


 


The following table summarizes the results
of our operations for the three months ended March 31, 2015 and 2014 together with the changes to those items.


 




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	 	 	Three Months Ended March 31,	 
	 	 	2015	 	 	2014
 (Restated – 
 See Below)
	 
	Revenue	 	$	41,049	 	 	$	–	 
	Interest income	 	 	4,639	 	 	 	6,150	 
	Operating expenses	 	 	 	 	 	 	 	 
	Amortization	 	$	164,890	 	 	$	274,261	 
	Consulting fees	 	 	38,548	 	 	 	42,431	 
	Filing fees	 	 	10,657	 	 	 	7,756	 
	Foreign exchange loss	 	 	5,564	 	 	 	11,377	 
	General and administrative	 	 	392,567	 	 	 	296,608	 
	Management fees	 	 	247,566	 	 	 	65,967	 
	Promotion and advertising	 	 	142,487	 	 	 	203,388	 
	Professional fees	 	 	338,654	 	 	 	78,143	 
	Stock-based compensation	 	 	94,919	 	 	 	1,106,962	 
	Travel	 	 	41,282	 	 	 	61,835	 
	Net loss	 	 	(1,431,446	)	 	 	(2,142,578	)
	Basic and diluted loss per share	 	 	(0.04	)	 	 	(0.07	)
	Total current assets	 	 	4,830,207	 	 	 	3,387,975	 
	Total assets	 	 	5,871,618	 	 	 	4,296,266	 
	Total current liabilities	 	 	256,506	 	 	 	131,305	 
	Total liabilities	 	 	260,856	 	 	 	131,305	 
	Working capital	 	 	4,573,701	 	 	 	3,256,670	 
	Cash dividends	 	 	–	 	 	 	–	 



 


The Company has revised comparative figures
to include the capitalization of website development costs that were eligible for capitalization but were not capitalized until
the third and fourth quarter of 2014. There was no impact on the results for the year ended December 31, 2014.


 


	 	 	For the Three Months 
Ended March 31, 2014	 
	 	 	As Previously

 Stated	 	 	Restatement	 	 	As Adjusted	 
	 	 	 	 	 	 	 	 	 	 
	Amortization	 	$	255,782	 	 	$	18,479	 	 	$	274,261	 
	General and administrative	 	 	416,721	 	 	 	(120,113	)	 	 	296,608	 
	Stock-based compensation	 	 	1,282,508	 	 	 	(175,546	)	 	 	1,106,962	 
	Net loss	 	 	(2,419,758	)	 	 	277,180	 	 	 	(2,142,578	)
	Basic and diluted loss per share	 	 	(0.08	)	 	 	0.01	 	 	 	(0.07	)
	Total assets	 	 	4,019,086	 	 	 	277,180	 	 	 	4,296,266	 



 


Revenue


 


Revenue consists of payments received from
premium service subscriptions and limited advertising revenue generated from our platform. We had no revenue for the three months
ended March 31, 2014. We had $41,049 of revenue during the three months ended March 31, 2015. We anticipate that revenue will increase
with the further commercialization of our platform through conversions of professional users to paid premium services, advertising
and enterprise contracts with brokerages.


 




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Operating Expenses


 


Amortization


 


Amortization expense consists of the amortization
of capitalized costs to develop the Company’s platform.


 


Amortization expense decreased by $109,371
or 40% to $164,890 for the three months ended March 31, 2015 from $274,261 for the three months ended March 31, 2014. This decrease
was due to the Company capitalizing $183,014 for website development costs during the three months ended March 31, 2015 as compared
to $295,659 during the three months ended March 31, 2014.


 


General and Administrative Expenses


 


General and administrative expenses consist
primarily of salaries and benefits related to our executive, finance, business development, human resources and support functions.
Other general and administrative expenses include facility-related costs and expenses associated with the requirements of being
a listed public company in Canada and insurance.


 


We anticipate that our general and administrative
expenses will increase in the future as we increase our headcount to support our continued research and development and further
commercialization of our platform. Additionally as we continue to commercialize our platform we will likely incur increased marketing
expenses.


 


General and administrative expenses increased
by $95,959, or 32%, to $392,567 for the three months ended March 31, 2015 from $296,608 for the three months ended March 31, 2014.
General and administrative expenses increased primarily as a result of an increase in the amount of staffing and overhead costs
incurred during the current period compared to the prior period.


 


Management Fee Expenses


 


Management fee expenses consist primarily
of salaries and benefits incurred to directors and officers. We expect management fees to increase moderately in the future.


 


Management fees increased by $181,599 or
275% to $247,566 for the three months ended March 31, 2015 from $65,967 for the three months ended March 31, 2014. The increase
in management fees during fiscal 2015 was the result of declaring bonuses of $178,900 to management which were offset by loans
owed by management.


 


Professional Fees


 


Professional fee expenses consist primarily
of costs incurred for legal, accounting and auditing services.


 


Professional fee expenses increased by $260,511,
or 333%, to $338,654 for the three months ended March 31, 2015 from $78,143 for the three months ended March 31, 2014. This increase
was the result of an increase in the Company’s operations and activity during the three months ended March 31, 2015 and need
for additional legal and accounting services.


 


Stock-Based Compensation


 


Stock-based compensation consists of the
grant date fair value of share-based payment awards granted to employees recognized over the period that the employees unconditionally
become entitled to the awards.


 


Stock-based compensation expense decreased
by $1,012,043 or 91% to $94,919 for the three months ended March 31, 2015 from $1,106,962 for the three months ended March 31,
2014. This decrease was due to no stock options being granted during the three months ended March 31, 2015 as compared to granting
of 540,000 stock options during the three months ended March 31, 2014.


 




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Travel


 


Travel expenses consist primarily of costs
related to travel. Travel expense decreased by $20,553, or 33%, to $41,282 for the three months ended March 31, 2015 from $61,835
for the three months ended March 31, 2014. The decrease was the result of decreased travel during the three months ended March
31, 2015 as compared to during the three months ended March 31, 2014.


 


Quarterly Information


 


Selected consolidated financial information
for each of the last eight quarters (unaudited) as prepared in accordance with International Financial Reporting Standards:


 


	 	 	March 31, 
2015 
$	 	 	December 31, 
2014 
$	 	 	September 30, 
2014 
$	 	 	June 30, 
2014 
$	 
	Total Assets	 	 	5,871,618	 	 	 	5,769,732	 	 	 	6,001,402	1	 	 	6,170,948	1
	Working Capital	 	 	4,573,701	 	 	 	4,614,970	 	 	 	5,356,970	 	 	 	5,317,383	 
	Revenue	 	 	41,049	 	 	 	2,987	 	 	 	830	 	 	 	2,890	 
	Net Loss	 	 	(1,431,446	)	 	 	(3,190,032	)1	 	 	(1,441,555	)1	 	 	(1,066,276	)1
	Loss per Share	 	 	(0.04	)	 	 	(0.11	)1	 	 	(0.05	)1	 	 	(0.04	)1



 


	 	 	March 31, 
2014 
$	 	 	December 31, 
2013 
$	 	 	September 30, 
2013 
$	 	 	June 30, 
2013 
$	 
	Total Assets	 	 	4,296,266	1	 	 	4,987,381	 	 	 	6,035,300	 	 	 	5,782,899	 
	Working Capital	 	 	3,256,670	 	 	 	3,975,788	 	 	 	4,806,837	 	 	 	4,299,828	 
	Revenue	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 
	Net Loss	 	 	(2,142,578	)1	 	 	(764,562	)	 	 	(1,572,795	)	 	 	(1,701,137	)
	Loss per Share	 	 	(0.07	)1	 	 	(0.03	)	 	 	(0.05	)	 	 	(0.06	)



 


1 The Company has restated
comparative figures to include the capitalization of website development costs that were eligible for capitalization but were not
capitalized until the third and fourth quarter of 2014. There was no impact to the year ended 2014 amounts.


 


Three months ended March 31, 2015 and 2014


 


For the three months ended March 31, 2015,
we posted net loss of $1,431,446 compared to net loss of $2,142,578 for the same period in 2014. Net loss per share was $0.05 (2014
- $0.07). The $711,132 difference in net loss was primarily a result of stock-based compensation expense of $94,919 in 2015 as
compared to $1,106,962 for the same period in 2014. Amortization was $164,890 for the three months ended March 31, 2015 as compared
to $274,261 for the three months ended March 31, 2014.


 


Liquidity and Capital Resources


 


Sources of Liquidity


 


Since our inception, we have incurred significant
operating losses. We anticipate that we will continue to incur losses for at least the next several years. As a result, we will
need additional capital to fund our operations, which we may obtain from additional financings, debt and operations revenue or
other sources. To date, we have financed our operations primarily through the issuance of our Common Shares.


 


As at March 31, 2015, we had total assets
of $5,871,618 compared with $5,769,732 as at December 31, 2014. The total assets balance is comparable to the prior period. We
had a cash balance of $4,776,510 and working capital of $4,573,701 at March 31, 2015, compared with a cash balance of $4,517,137
and working capital of $4,614,970 at December 31, 2014. The cash balance and working capital are comparable to the prior period.


 




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Our unaudited consolidated financial statements
have been prepared on the going concern basis, which assumes that we will be able to realize our assets and discharge our liabilities
in the normal course of business. As at March 31, 2015, we had not generated significant revenues, has negative cash flows from
operations, and has an accumulated deficit of $19,873,902. The continued operations of the Company are dependent on our 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 our 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 us. These
factors, among others, may cast substantial doubt as to the ability of the Company to continue as a going concern.


 


Related Party Transactions


 


As of March 31, 2015, we were owed $Nil
(December 31, 2014 - $88,500) and $Nil (December 31, 2014 - $88,400), for loans to our Chief Executive Officer and Chief Financial
Officer, respectively, which were unsecured, non-interest bearing, and due on demand. The loans were converted to bonus compensation
and treated as management fees occurring in March 2015, respectively, for services rendered by each executive in 2013.


 


During the three months ended March 31,
2015, we incurred management fees of $247,566 (2014 - $65,967), salaries of $20,992 (2014 - $29,228), and a bonus of $3,724 (2014
- $4,375) to our various officers.


 


During the three months ended March 31,
2015, we recognized stock-based compensation expense of $Nil (2014 - $250,778) for Nil (2014 - $100,000) stock options granted
to our officers and directors.


 


The amounts incurred are in the normal course
of operations and have been recorded at their exchange amounts, which are the amounts agreed upon by the transacting parties.


 


Cash Flows


 


The following table summarizes the results
of our cash flows for the three months ended March 31, 2015 and 2014.


 


	 	 	2015	 	 	2014
 (Restated – 
 See Below)
	 
	 	 	 	 	 	 	 
	Opening balance	 	$	4,517,137	 	 	$	3,341,649	 
	 	 	 	 	 	 	 	 	 
	Net cash (outflow) from operating activities	 	 	(871,093	)	 	 	(733,262	)
	 	 	 	 	 	 	 	 	 
	Net cash inflow / (outflow) from investing activities	 	 	(162,799	)	 	 	378,463	 
	 	 	 	 	 	 	 	 	 
	Net cash inflow from financing activities	 	 	1,293,265	 	 	 	172,250	 
	 	 	 	 	 	 	 	 	 
	Closing balance	 	$	4,776,510	 	 	$	3,159,100	 



 


The Company has revised comparative figures
to include the capitalization of website development costs that were eligible for capitalization but were not capitalized until
the third and fourth quarter of 2014. There was no impact on the results for the year ended December 31, 2014.


 




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	 	 	For the Three Months Ended March 31, 2014	 
	 	 	As Previously
 Stated
	 	 	Restatement	 	 	As Adjusted	 
	Net cash (outflow) from operating activities	 	$	(853,376	)	 	$	120,114	 	 	$	(733,262	)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net cash inflow / (outflow) from investing activities	 	$	498,577	 	 	$	(120,114	)	 	$	378,463	 



 


Operating Activities


 


Net cash outflow from operating activities
increased by $137,831, or 19%, to $871,093 for the three months ended March 31, 2015 compared to $733,262 for the three months
ended March 31, 2014. This increase was primarily due to increases in general and administrative expenses of $95,959, and in professional
fees of $260,511 for the three months ended March 31, 2015 as compared to 2014.


 


Investing Activities


 


Net cash outflow for the three months ended
March 31, 2015 was $162,799 as compared to a net cash inflow of $378,463 for the three months ended March 31, 2014. The difference
relates primarily to proceeds from the redemption of short-term investments of $508,477 during the 2014 period.


 


Financing Activities


 


Net cash inflow from financing activities
in all periods presented relates to the proceeds received from the various sales of our equity securities, net of expenses. We
received $1,293,726 from the exercise of options and warrants during the three months ended March 31, 2015 as compared to $172,250
during the three months ended March 31, 2014.


 


Contractual Obligations and Commitments


 


The following table summarizes our contractual
commitments and obligations as of March 31, 2015.


 


	 	 	Payments Due By Period	 
	 	 	Total	 	 	Less Than 
 1 Year	 	 	Between 
 1 and
 3 Years	 	 	Between 
 3 and
 5 Years	 	 	More Than 
 5 Years	 
	Operating lease obligations	 	$	78,936	 	 	$	20,214	 	 	$	40,428	 	 	$	18,294	 	 	$	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Finance lease obligations	 	 	8,286	 	 	 	2,326	 	 	 	5,960	 	 	 	—	 	 	 	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total contractual obligations	 	$	87,222	 	 	$	22,540	 	 	$	46,388	 	 	$	18,294	 	 	$	—	 



 


Off-Balance Sheet Arrangements


 


We do not have any, and during the periods
presented we did not have any, off-balance sheet arrangements, other than the contractual obligations and commitments described
above.


 




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Funding Requirements


 


We anticipate that our expenses will increase
substantially in connection with the expansion of our engineering, sales, marketing and further development of the RESAAS platform.


 


In addition, our expenses will increase
if and as we:


 


		·	continue the research and development of internally designed and built tools, features and applications;



 


		·	increase our marketing efforts to identify and develop additional business relationships and opportunities;



 


		·	maintain, expand and protect our intellectual property portfolio;



 


		·	hire additional technical and development personnel;



 


		·	expand our physical presence in the United States and abroad; and



 


		·	add operational, financial and management information systems and personnel, including personnel to support our platform development
and planned future commercialization efforts.



 


We believe that our existing cash and cash
equivalents will be sufficient to enable us to fund our operating expenses and capital expenditure requirements through April 2016.
We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently
expect. Our future capital requirements will depend on many factors, including:


 


		·	maintaining, enforcing and protecting our intellectual property rights and defending against any intellectual property-related
claims;



 


		·	our ability to establish and maintain collaborations, licensing or other arrangements and the financial terms of such arrangements;



 


		·	the extent to which we acquire or invest in other businesses, products and technologies;



 


		·	the rate of the expansion of our physical presence in the United States and abroad; and



 


		·	the costs of operating as a public company.



 


Until such time, if ever, as we can generate
substantial revenues, we expect to finance our cash needs through a combination of equity offerings, collaborations, strategic
alliances, debt financings, and marketing, distribution or licensing arrangements. We do not have any committed external source
of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership
interest of our existing shareholders may be diluted, and the terms of these securities may include liquidation or other preferences
that adversely affect the rights of holders of our Common Shares. Debt financing, if available, may involve agreements that include
covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures
or declaring dividends or other distributions.


 


If we raise additional funds through collaborations,
strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable
rights to our technologies, future revenue streams, or to grant licenses on terms that may not be favorable to us. If we are unable
to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit,
reduce or terminate our platform development or future commercialization efforts or grant rights to develop and market platform
that we would otherwise prefer to develop and market ourselves.


 




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Critical Accounting Policies and Significant Judgments
and Estimates


 


We make estimates and assumptions about
the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based
on historical experience and other factors, including expectations of future events that are believed to be reasonable under the
circumstances. In the future, actual experience may differ from these estimates and assumptions.


 


The effect of a change in accounting estimate
is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period
only, or in the period of the change and future periods, if the change affects both.


 


Information about critical judgments in
applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets
and liabilities recognized in our consolidated financial statements within the next financial year are discussed below.


 


		(a)	Website Development Costs



 


Website development costs consist of costs
incurred to develop Internet websites to earn revenue with respect to our 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. We amortize the capitalized costs over their useful
life of two years.


 


		(b)	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, we measure 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 credited to share capital, adjusted for any consideration paid.


 


		(c)	Impairment of Non-financial Assets



 


The carrying amounts of our 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



 




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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”).


 


Our 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.


 


New Accounting Pronouncements


 


Management has considered that the following
amendments, revisions and new IFRSs that are mandatory for annual periods beginning after January 1, 2016 or later periods might
not have a material effect on our future disclosure, results and financial position:


 


		·	IFRS 9, Financial Instruments (New)



 


		·	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 our financial statements.


 


Quantitative and Qualitative Disclosures about Financial
Risks


 


Our activities expose us to a variety of
financial risks: market risk (including foreign currency risk); cash flow and fair value interest rate risk; credit risk; and liquidity
risk. Our principal financial instrument comprises cash and cash equivalents, and this is used to finance our operations. We have
various other financial instruments such as trade receivables and payables that arise directly from our operations. The category
of loans and receivables contains only trade and other receivables, shown on the face of the balance sheet, all of which mature
within one year. We have compared fair value to book value for each class of financial asset and liability and no difference was
identified. We have a policy, which has been consistently followed, of not trading in financial instruments.


 


Interest Rate Risk


 


We do not hold any derivative instruments
to manage interest rate risk.


 


Foreign Currency Risk


 


Foreign currency risk refers to the risk
that the value of a financial commitment or recognized asset or liability will fluctuate due to changes in foreign currency rates.
Our net income and financial position, as expressed in Canadian dollars, are exposed to movements in foreign exchange rates against
the U.S. dollar and the euro. We are exposed to foreign currency risk as a result of operating transactions and the translation
for foreign bank accounts. We monitor our exposure to foreign exchange risk. Exposures are generally managed through natural hedging
via the currency denomination of cash balances and any impact currently is not material to us.


 




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Credit Risk


 


Our credit risk with respect to customers
is limited and we did not have any trade receivables outstanding as of March 31, 2015. Financial instruments that potentially expose
us to concentrations of credit risk consist primarily of short-term cash investments and trade accounts receivable.


 


Liquidity Risk


 


We have funded our operations since inception
primarily through the issuance of equity securities. Until such time as we can generate significant revenue from platform, if ever,
we expect to finance our operations through a combination of public or private equity or debt financings or other sources. Adequate
additional financing may not be available to us on acceptable terms, or at all. Our inability to raise capital as and when needed
would have a negative impact on our financial condition and our ability to pursue our business strategy.


 


Outstanding Share Data


 


As at May 29, 2015, we had no Class A preferred
shares issued and outstanding.


 


As at May 29, 2015, we had no Class B preferred
shares issued and outstanding.


 


As at May 29, 2015, we had 32,642,800 Common
Shares issued and outstanding.


 


As at May 29, 2015, we had 2,877,600 stock
options and 1,530,903 warrants exercisable and outstanding.


 


Escrowed Shares


 


As at May 29, 2015, the Company had 2,925,001
Common Shares held in escrow.


 


Additional Disclosure for Venture Issuers Without Significant
Revenues


 


During the three months ended March 31,
2015, the material components of general & administrative expenses included rent of $20,683 (2014 - $23,565), employee wages
of $240,422 (2014 - $187,807), office expenses of $74,781 (2014 - $46,985), telephone expenses of $13,669 (2014 - $11,174), computer
and information technology expenses of $24,256 (2014 - $8,574), automotive expenses of $12,076 (2014 - $6,166), and insurance of
$6,680 (2014 - $nil).


 




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