Exhibit 4.5


 


AMENDED AND RESTATED MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 


 


This amended and restated Management’s
Discussion and Analysis (“MD&A”) of RESAAS Services Inc. (the “Company”) is dated May 29, 2015, and
is being filed substantially for the purpose of updating certain figures in the “Quarterly Information” section to
reflect the capitalization of website development costs that were eligible for capitalization.


 


You should read this MD&A in
conjunction with our consolidated financial statements and the related notes thereto for the year ended December 31, 2014. We present
our 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 and
commenced marketing a cloud-based social media and software as a service (SaaS) tools 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® (real estate professionals who are members of the National Association of Realtors).


 


Our mission is to enable agents, Realtors
and brokers to communicate effectively, connect instantly and engage meaningfully with one another through a social media 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 social network 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 social network, 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 limited 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.


 




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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.


 


Results of Operations


 


Comparison of the Years ended December 31, 2014, 2013 and
2012


 


The following table summarizes the results
of our operations for the years ended December 31, 2014, 2013 and 2012 together with the changes to those items.


 


	 	 	Year Ended December 31,	 
	 	 	2014	 	 	2013	 	 	2012	 
	Revenue	 	$	6,707	 	 	$	–	 	 	$	–	 
	Interest income	 	 	20,131	 	 	 	32,815	 	 	 	44,825	 
	Operating expenses	 	 	 	 	 	 	 	 	 	 	 	 
	Amortization	 	$	1,096,941	 	 	$	1,025,015	 	 	$	170,753	 
	Consulting fees	 	 	360,962	 	 	 	134,543	 	 	 	143,271	 
	Filing fees	 	 	79,555	 	 	 	33,462	 	 	 	34,737	 
	Foreign exchange loss	 	 	7,949	 	 	 	8,324	 	 	 	2,732	 
	General and administrative	 	 	1,382,137	 	 	 	1,644,517	 	 	 	544,281	 
	Management fees	 	 	276,758	 	 	 	276,758	 	 	 	235,429	 
	Promotion and advertising	 	 	772,743	 	 	 	499,703	 	 	 	362,807	 
	Professional fees	 	 	279,159	 	 	 	225,884	 	 	 	290,180	 
	Stock-based compensation	 	 	3,428,428	 	 	 	1,484,352	 	 	 	136,767	 
	Travel	 	 	182,637	 	 	 	114,034	 	 	 	41,093	 
	Net loss	 	 	(7,840,441	)	 	 	(5,413,777	)	 	 	(1,917,225	)
	Basic and diluted loss per share	 	 	(0.26	)	 	 	(0.19	)	 	 	(0.07	)
	Total current assets	 	 	4,755,117	 	 	 	4,110,388	 	 	 	5,656,076	 
	Total assets	 	 	5,769,732	 	 	 	4,987,381	 	 	 	7,537,942	 
	Total current liabilities	 	 	140,147	 	 	 	134,600	 	 	 	63,055	 
	Total liabilities	 	 	145,057	 	 	 	–	 	 	 	–	 
	Working capital	 	 	4,614,970	 	 	 	3,975,788	 	 	 	5,593,021	 
	Cash dividends	 	 	–	 	 	 	–	 	 	 	–	 



 


Revenue


 


Revenue consists of advertising revenue
generated from our platform. The Company had no revenue for the years ended December 31, 2013 or 2012. The Company had nominal
revenue during the year ended December 31, 2014. 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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Interest Income


 


Interest income consists of interest earned
on cash and cash equivalents. We expect the amount of interest income earned to continue to be minimal.


 


Interest income decreased by $12,684 to
$20,131 for the year ended December 31, 2014 from $32,815 for the year ended December 31, 2013, and decreased by $12,010 to $32,815
for the year ended December 31, 2013 from $44,825 for the year ended December 31, 2012. These decreases were due to decreased bank
interest received as a result of a lower level of cash on hand and a reduction in the amount of interest earned on guaranteed investment
certificates as a result of a decrease in both the amount of investment certificates held and the interest rate earned on the investment
certificates.


 


Operating Expenses


 


Amortization


 


Amortization expense consists of the amortization
of capitalized costs to develop the Company’s platform. We anticipate an increase in amortization as the Company continues
to capitalize the costs incurred to develop its platform.


 


Amortization expense increased by $71,926
or 7% to $1,096,941 for the year ended December 31, 2014 from $1,025,015 for the year ended December 31, 2013. This increase was
due to the Company capitalizing an additional $1,194,968 for website development costs during the year ended December 31, 2014.
Amortization expense increased by $854,262 or 500% to $1,025,015 for the year ended December 31, 2013 from $170,753 for the year
ended December 31, 2012. The increase was the result of recording a full year of amortization for the Company’s platform,
which launched in the fourth quarter of the year ended December 31, 2012.


 


Consulting Fees


 


Consulting fees consist of expenses incurred
for consultants hired to perform marketing and business development services. We anticipate that consulting fee expenses will continue
to increase in the future as the number of consultants engaged by the Company should increase along with the commercialization
of our platform and an increase in our operations.


 


Consulting fees expense increased by $226,419
or 168% to $360,962 for the year ended December 31, 2014 from $134,543 for the year ended December 31, 2013. This increase was
due to the increase in the amount of consulting services incurred for marketing and business development by the Company as a result
of the development and commercialization of the platform during the year ended December 31, 2014. Consulting fee expense decreased
slightly by $8,728 or 6% to $134,543 for the year ended December 31, 2013 from $143,271 for the year ended December 31, 2012.


 




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Filing Fees


 


Filing fees consist of expenses associated
with being a publicly traded company in Canada. These expenses include regulatory, listing and compliance and costs. We anticipate
these expenses to increase in the future as we become a publicly traded company in the United States and as we increase our operations.


 


Filing fees expense increased by $46,093
or 138% to $79,555 for the year ended December 31, 2014 from $33,462 for the year ended December 31, 2013. This increase was due
to the Company obtaining its OTCQX quotation during the year ended December 31, 2014. Filing fee expenses decreased slightly by
$1,275 or 4% to $33,462 for the year ended December 31, 2013 from $34,737 for the year ended December 31, 2012. Filing fee expenses
for the year ended December 31, 2013 and 2012 were comparable.


 


Foreign Exchange Losses


 


The Company’s functional currency
is the Canadian dollar. Foreign exchange losses are the result of the translation or settlement of foreign currency denominated
transactions or balances. Foreign currency transactions are primarily undertaken in United States dollars.


 


Foreign exchange losses decreased by a nominal
$375 or 5% to $7,949 for the year ended December 31, 2014 from $8,324 for the year ended December 31, 2013. This is comparable
to the prior year. Foreign exchange losses increased by $5,592 or 205% to $8,324 for the year ended December 31, 2013 from $2,732
for the year ended December 31, 2012. This increase was due an increase in the amount of monetary assets and liabilities held in
United States dollars as at December 31, 2013 compared to December 31, 2012.


 


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 the 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 decreased
by $262,380, or 16%, to $1,382,137 for the year ended December 31, 2014 from $1,644,517 for the year ended December 31, 2013. General
and administrative expenses decreased primarily as a result of $585,687 in staffing costs being capitalized as website development
costs during the year ended December 31, 2014. General and administrative expenses increased by $1,100,236, or 202%, to $1,644,517
for the year ended December 31, 2013 from $544,281 for the year ended December 31, 2012. This was a result of an increase in the
amount of staffing and overhead costs incurred during the period.


 




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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 were the same for the year
ended December 31, 2014 as for the year ended December 31, 2013. Management fees increased by $41,329 or 18% to $276,758 for the
year ended December 31, 2013 from $235,429 for the year ended December 31, 2012. The increase was the result of increased compensation
expense incurred to a Vice-President.


 


Promotion and Advertising


 


Promotion and advertising expenses consist
of expenses incurred to promote and advertise the Company’s platform. We anticipate that promotion and advertising expenses
will continue to increase with the commercialization of our platform and with an increase in our operations.


 


Promotion and advertising expense increased
by $273,040 or 55% to $772,743 for the year ended December 31, 2014 from $499,703 for the year ended December 31, 2013, and increased
by $136,896 or 38% to $499,703 for the year ended December 31, 2013 from $362,807 for the year ended December 31, 2012. These increases
were due to increased advertising campaigns and programs promoting our platform.


 


Professional Fees


 


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


 


Professional fee expenses increased by $53,275,
or 24%, to $279,159 for the year ended December 31, 2014 from $225,884 for the year ended December 31, 2013. This increase was
the result of an increase in the Company’s operations and activity during the year ended December 31, 2014 and need for additional
legal and accounting services. Professional fee expenses decreased by $64,296, or 22%, to $225,884 for the year ended December
31, 2013 from $290,180 for the year ended December 31, 2012. This decrease was the result of a decrease in legal fees during the
year ended December 31, 2013 because of reduced need for legal 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. We anticipate that stock-based compensation expenses will continue to increase in the future as
we increase the number of employees and consultants engaged by the Company.


 


Stock-based compensation expense increased
by $1,944,086 or 131% to $3,428,438 for the year ended December 31, 2014 from $1,484,352 for the year ended December 31, 2013.
This increase was due to the increase in the fair value of the options granted during the year ended December 31, 2014 compared
to the year ended December 31, 2013. Stock-based compensation expense increased by $1,347,585 or 985% to $1,484,352 for the year
ended December 31, 2013 from $136,767 for the year ended December 31, 2012. This increase was a result of granting 2,827,200 options
with immediate vesting during the year ended December 31, 2013 as opposed to 350,000 options during the year ended December 31,
2012.


 




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Travel


 


Travel expenses consist primarily of costs
related to travel. We anticipate that our travel expenses will increase in the future as we further commercialize our platform
and attempt to access different markets.


 


Travel expense increased by $68,603, or
60%, to $182,637 for the year ended December 31, 2014 from $114,034 for the year ended December 31, 2013, and increased by $72,941,
or 178%, to $114,034 for the year ended December 31, 2013 from $41,093 for the year ended December 31, 2012. These increases were
the result of increased travel for the promotion and marketing of the platform and business development.


 


Quarterly Information


 


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


 


	 	 	December 31, 
2014 
$	 	 	September 30, 
2014 
$	 	 	June 30, 
2014 
$	 	 	March 31, 
2014 
$	 
	Total Assets	 	 	5,769,732	 	 	 	6,001,402	1	 	 	6,170,948	1	 	 	4,296,266	1
	Working Capital	 	 	4,614,970	 	 	 	5,356,970	 	 	 	5,317,383	 	 	 	3,256,670	 
	Revenue	 	 	2,987	 	 	 	830	 	 	 	2,890	 	 	 	–	 
	Net Loss	 	 	(3,190,032	)1	 	 	(1,441,555	)1	 	 	(1,066,276	)1	 	 	(2,142,578	)1
	Loss per Share	 	 	(0.11	)1	 	 	(0.05	)1	 	 	(0.04	)1	 	 	(0.07	)1



 


	 	 	December 31, 
2013 
$	 	 	September 30, 
2013 
$	 	 	June 30, 
2013 
$	 	 	March 31, 
2013 
$	 
	Total Assets	 	 	4,987,381	 	 	 	6,035,300	 	 	 	5,782,899	 	 	 	6,753,671	 
	Working Capital	 	 	3,975,788	 	 	 	4,806,837	 	 	 	4,299,828	 	 	 	5,048,583	 
	Revenue	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 
	Net Loss	 	 	(764,562	)	 	 	(1,572,795	)	 	 	(1,701,137	)	 	 	(1,375,283	)
	Loss per Share	 	 	(0.03	)	 	 	(0.05	)	 	 	(0.06	)	 	 	(0.05	)



 


1 The Company has revised certain
quarterly information 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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Three months ended December 31, 2014 and 2013


 


For the three months ended December 31,
2014, the Company posted net loss of $3,190,033 compared to net loss of $764,562 for the same period in 2013. Net loss per share
was $0.11 (2013 - $0.03). The current period net loss was primarily a result of stock-based compensation expense of $2,126,626
as compared to a recovery of $335,174 for the same period in 2013. Amortization was $205,014 for the three months ended December
31, 2014 as compared to $256,665 for the three months ended December 31, 2013.


 


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 December 31, 2014, we had total assets
of $5,769,732 compared with $4,987,381 as at December 31, 2013. The increase in assets is attributed to an increase in cash. The
Company had a cash balance of $4,517,137 and working capital of $4,614,970 at December 31, 2014, compared with a cash balance of
$3,341,649 and working capital of $3,975,788 at December 31, 2013. The increase in cash and working capital was a result of an
increase in cash provided by financing activities as a result of options exercised in the current period and proceeds received
from a private placement.


 


The Company’s 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, may cast substantial doubt as to the ability of the Company
to continue as a going concern.


 


Taxation


 


As at December 31, 2014, we had 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:




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	 	 	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	 



 


Related Party Transactions


 


As of December 31,
2014, the Company was owed $88,500 and $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 in March 2015, respectively,
for services rendered by each executive in 2013.


 


During the year ended
December 31, 2014, the Company incurred management fees of $276,758 (2013 - $276,758), salaries of $84,538 (2013 - $89,753), and
a bonus of $29,584 (2013 - $31,000) to various officers of the Company.


 


During the year ended
December 31, 2014, the Company recognized stock-based compensation expense of $752,896 (2013 - $734,364) for 365,000 (2013 - 1,507,200)
stock options granted to officers and directors of the Company.


 


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 years ended December 31, 2014, 2013 and 2012.


 


	 	 	2014	 	 	2013	 	 	2012	 
	Opening balance	 	$	3,341,649	 	 	$	4,951,507	 	 	$	3,954,008	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net cash (outflow) from operating activities	 	 	(3,289,219	)	 	 	(2,804,402	)	 	 	(1,633,745	)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net cash inflow / (outflow) from investing activities	 	 	(109,662	)	 	 	(22,775	)	 	 	(566,084	)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net cash inflow from financing activities	 	 	4,574,369	 	 	 	1,217,319	 	 	 	3,197,328	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Closing balance	 	$	4,517,137	 	 	$	3,341,649	 	 	$	4,951,507	 



 




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Operating Activities


 


Net cash outflow from operating activities
increased by $484,817, or 17%, to $3,289,219 for the year ended December 31, 2014 compared to $2,804,402 for the year ended December
31, 2013. This increase was primarily due to increases in consulting fees of $226,419, in promotion and advertising of $273,040
and in travel expenses of $68,603 for the year ended December 31, 2014 as compared to 2013.


 


Net cash outflow from operating activities
increased by $1,170,657, or 72%, to $2,804,402 for the year ended December 31, 2013 compared to $1,633,745 for the year ended December
31, 2012. This increase was primarily due to an increase in operating expenses related to staffing and an increase in general and
administrative expenses of $1,100,236 for the year ended in December 31, 2013 as compared to 2012.


 


Investing Activities


 


Net cash outflow for the years ended December
31, 2014, 2013 and 2012 includes the net amount of bank interest received on cash deposits less amounts paid to acquire property
and equipment.


 


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 $4,574,369 from the sale of equity securities during the year ended December 31, 2014. We received $1,307,319 from the
sale of equity securities during the year ended December 31, 2013 and $3,284,228 from the sale of equity securities during the
year ended December 31, 2012.


 


Contractual Obligations and Commitments


 


The following table summarizes our contractual
commitments and obligations as of December 31, 2014.


 


	 	 	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	 	$	83,989	 	 	$	20,214	 	 	$	40,428	 	 	$	23,347	 	 	$	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Finance lease obligations	 	 	9,077	 	 	 	3,167	 	 	 	5,910	 	 	 	—	 	 	 	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total contractual obligations	 	$	93,066	 	 	$	23,381	 	 	$	46,338	 	 	$	23,347	 	 	$	—	 



 




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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.


 


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 in Canada.



 




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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 your rights as a holder 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.


 


Critical Accounting Policies and Significant Judgments
and Estimates


 


The Company makes 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 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.


 




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		(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, 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 credited to share capital, adjusted for any consideration paid.


 


		(c)	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.


 




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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, 2015 or later periods might
not have a material effect on the Company’s 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 the Company’s 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 December 31, 2014. 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 April 27, 2015, the Company had no
Class A preferred shares issued and outstanding.


 


As at April 27, 2015, the Company had no
Class B preferred shares issued and outstanding.


 


As at April 27, 2015, the Company had 32,558,880
common shares issued and outstanding.


 


As at April 27, 2015, the Company had 3,334,600
stock options and 1,555,903 warrants exercisable and outstanding.


 


Escrowed Shares


 


As at April 27, 2015,
the Company had 2,925,000 common shares held in escrow.


 


Additional Disclosure for Venture Issuers Without Significant
Revenues


 


During the year ended December 31, 2014,
the material components of general & administrative expenses included rent of $72,729 (2013 - $81,597), employee wages of $855,170
(2013 - $1,144,180), office expenses of $280,552 (2013 - $247,050), telephone expenses of $41,875 (2013 - $35,659), computer and
information technology expenses of $33,073 (2013 - $38,356), automotive expenses of $39,520 (2013 - $32,260), and insurance of
$10,353 (2013 - $13,282).


 




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