Exhibit
4.6


 


RESAAS SERVICES INC.


Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars)


(Unaudited)


  




    	 



    	 



    

 


RESAAS SERVICES INC.


Interim Consolidated Statements of Financial
Position


(Expressed in Canadian dollars)


 


	 	 	March 31, 
2015
 $	 	 	December 31, 
2014
 $	 
	 	 	(Unaudited)	 	 	 	 
	Assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Current assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents	 	 	4,776,510	 	 	 	4,517,137	 
	Amounts receivable	 	 	26,736	 	 	 	41,114	 
	Prepaid expenses	 	 	26,961	 	 	 	19,966	 
	Due from related parties (Note 9)	 	 	–	 	 	 	176,900	 
	 	 	 	 	 	 	 	 	 
	Total current assets	 	 	4,830,207	 	 	 	4,755,117	 
	 	 	 	 	 	 	 	 	 
	Non-current assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Property and equipment (Note 5)	 	 	29,238	 	 	 	27,304	 
	Website development costs (Note 6)	 	 	981,863	 	 	 	959,656	 
	Intangible assets (Note 7)	 	 	30,310	 	 	 	27,655	 
	 	 	 	 	 	 	 	 	 
	Total non-current assets	 	 	1,041,411	 	 	 	1,014,615	 
	 	 	 	 	 	 	 	 	 
	Total assets	 	 	5,871,618	 	 	 	5,769,732	 
	 	 	 	 	 	 	 	 	 
	Liabilities and Shareholders’ Equity	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Current liabilities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Accounts payable and accrued liabilities	 	 	254,420	 	 	 	138,160	 
	Obligations under finance lease (Note 8)	 	 	2,086	 	 	 	1,987	 
	 	 	 	 	 	 	 	 	 
	Total current liabilities	 	 	256,506	 	 	 	140,147	 
	 	 	 	 	 	 	 	 	 
	Obligations under finance lease (Note 8)	 	 	4,350	 	 	 	4,910	 
	 	 	 	 	 	 	 	 	 
	Total liabilities	 	 	260,856	 	 	 	145,057	 
	 	 	 	 	 	 	 	 	 
	Shareholders’ equity	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Common shares	 	 	17,668,770	 	 	 	16,204,493	 
	Share-based payment reserve	 	 	7,815,894	 	 	 	7,862,638	 
	Deficit	 	 	(19,873,902	)	 	 	(18,442,456	)
	 	 	 	 	 	 	 	 	 
	Total shareholders’ equity	 	 	5,610,762	 	 	 	5,624,675	 
	 	 	 	 	 	 	 	 	 
	Total liabilities and shareholders’ equity	 	 	5,871,618	 	 	 	5,769,732	 



 


Going concern (Note 2(c))


Commitments and contingencies (Note 13)


Subsequent events (Note 15)


 


Approved and authorized for issuance by the Board of Directors
on May 29, 2015:


 


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




 


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


 




    	1



    	 



    

 


RESAAS SERVICES INC.


Interim Consolidated Statements of Comprehensive
Loss


(Expressed in Canadian dollars except
share amounts)


(Unaudited)


 


	 	 	Three Months

 Ended 
March 31, 
2015 
$	 	 	Three Months

 Ended 
March 31, 
2014 (Restated 

– Note 4) 
$	 
	 	 	 	 	 	 	 
	Revenue	 	 	41,049	 	 	 	–	 
	 	 	 	 	 	 	 	 	 
	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 (Note 9)	 	 	392,567	 	 	 	296,608	 
	Management fees (Note 9)	 	 	247,566	 	 	 	65,967	 
	Promotion and advertising	 	 	142,487	 	 	 	203,388	 
	Professional fees	 	 	338,654	 	 	 	78,143	 
	Stock-based compensation (Notes 9 and 12)	 	 	94,919	 	 	 	1,106,962	 
	Travel	 	 	41,282	 	 	 	61,835	 
	 	 	 	 	 	 	 	 	 
	Total operating expenses	 	 	1,477,134	 	 	 	2,148,728	 
	 	 	 	 	 	 	 	 	 
	Loss before other income	 	 	(1,436,085	)	 	 	(2,148,728	)
	 	 	 	 	 	 	 	 	 
	Other income	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Interest income	 	 	4,639	 	 	 	6,150	 
	 	 	 	 	 	 	 	 	 
	Net loss and comprehensive loss for the period	 	 	(1,431,446	)	 	 	(2,142,578	)
	 	 	 	 	 	 	 	 	 
	Basic and diluted loss per common share	 	 	(0.04	)	 	 	(0.07	)
	 	 	 	 	 	 	 	 	 
	Weighted average number of common shares outstanding	 	 	32,039,866	 	 	 	29,439,268	 



 


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


 




    	2



    	 



    

 


RESAAS SERVICES INC.


Interim Consolidated Statements
of Changes in Shareholders’ Equity


(Expressed in Canadian dollars
except share amounts)


(Unaudited)


 


	 	 	Common Shares	 	 	Share-based 

Payment	 	 	 	 	 	Total

 Shareholders’	 
	 	 	Number	 	 	Amount 
$	 	 	Reserve 
$	 	 	Deficit 
$	 	 	Equity 
$	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2013	 	 	29,381,115	 	 	 	11,283,213	 	 	 	4,171,583	 	 	 	(10,602,015	)	 	 	4,852,781	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.00 per share	 	 	48,250	 	 	 	70,671	 	 	 	(22,421	)	 	 	–	 	 	 	48,250	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.55 per share	 	 	80,000	 	 	 	212,912	 	 	 	(88,912	)	 	 	–	 	 	 	124,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fair value of stock options granted	 	 	–	 	 	 	–	 	 	 	1,282,508	 	 	 	–	 	 	 	1,282,508	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	 	–	 	 	 	–	 	 	 	–	 	 	 	(2,142,578	)	 	 	(2,142,578	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, March 31, 2014 (Restated – Note 4)	 	 	29,509,365	 	 	 	11,566,796	 	 	 	5,342,758	 	 	 	(12,744,593	)	 	 	4,164,961	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2014	 	 	31,436,268	 	 	 	16,204,493	 	 	 	7,862,638	 	 	 	(18,442,456	)	 	 	5,624,675	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.00 per share	 	 	255,000	 	 	 	347,514	 	 	 	(92,514	)	 	 	–	 	 	 	255,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.10 per share	 	 	9,000	 	 	 	15,659	 	 	 	(5,759	)	 	 	–	 	 	 	9,900	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of stock options at $1.25 per share	 	 	33,750	 	 	 	64,693	 	 	 	(22,506	)	 	 	–	 	 	 	42,187	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of warrants at $1.10 per share	 	 	92,635	 	 	 	151,671	 	 	 	(49,772	)	 	 	–	 	 	 	101,899	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuance of common shares pursuant to the exercise of warrants at $1.50 per share	 	 	589,827	 	 	 	884,740	 	 	 	–	 	 	 	–	 	 	 	884,740	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fair value of stock options granted	 	 	–	 	 	 	–	 	 	 	123,807	 	 	 	–	 	 	 	123,807	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	 	–	 	 	 	–	 	 	 	–	 	 	 	(1,431,446	)	 	 	(1,431,446	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, March 31, 2015	 	 	32,416,480	 	 	 	17,668,770	 	 	 	7,815,894	 	 	 	(19,873,902	)	 	 	5,610,762	 



 


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


 




    	3



    	 



    

 


RESAAS SERVICES INC.


Interim Consolidated Statements of Cash
Flows


(Expressed in Canadian dollars)


(Unaudited)


  


	 	 	Three Months

 Ended 
March 31, 
2015 
$	 	 	Three Months

 Ended 
March 31, 
2014 (Restated 

– Note 4) 
$	 
	 	 	 	 	 	 	 
	Operating activities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Net loss	 	 	(1,431,446	)	 	 	(2,142,578	)
	 	 	 	 	 	 	 	 	 
	Items not affecting cash:	 	 	 	 	 	 	 	 
	Amortization	 	 	164,890	 	 	 	274,261	 
	Stock-based compensation	 	 	94,919	 	 	 	1,106,962	 
	 	 	 	 	 	 	 	 	 
	Changes in non-cash operating working capital:	 	 	 	 	 	 	 	 
	Amounts receivable	 	 	14,378	 	 	 	16,914	 
	Prepaid expenses	 	 	(6,995	)	 	 	14,473	 
	Accounts payable and accrued liabilities	 	 	116,261	 	 	 	(3,294	)
	 	 	 	 	 	 	 	 	 
	Net cash used in operating activities	 	 	(1,047,993	)	 	 	(733,262	)
	 	 	 	 	 	 	 	 	 
	Investing activities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Acquisition of intangible assets	 	 	(2,880	)	 	 	(8,104	)
	Proceeds from redemption of short-term investments	 	 	–	 	 	 	508,477	 
	Purchase of property and equipment	 	 	(5,791	)	 	 	(1,796	)
	Website development costs	 	 	(154,128	)	 	 	(120,114	)
	 	 	 	 	 	 	 	 	 
	Net cash provided by (used in) investing activities	 	 	(162,799	)	 	 	378,463	 
	 	 	 	 	 	 	 	 	 
	Financing activities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Repayment of finance lease obligations	 	 	(461	)	 	 	–	 
	Proceeds from the exercise of options and warrants	 	 	1,293,726	 	 	 	172,250	 
	Due from related parties	 	 	176,900	 	 	 	–	 
	 	 	 	 	 	 	 	 	 
	Net cash provided by financing activities	 	 	1,470,165	 	 	 	172,250	 
	 	 	 	 	 	 	 	 	 
	Increase (decrease) in cash and cash equivalents	 	 	259,373	 	 	 	(182,549	)
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents, beginning of period	 	 	4,517,137	 	 	 	3,341,649	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents, end of period	 	 	4,776,510	 	 	 	3,159,100	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents is comprised of:	 	 	 	 	 	 	 	 
	Amounts held in legal trust account	 	 	80,525	 	 	 	15,200	 
	Cash in bank	 	 	4,645,349	 	 	 	1,037,275	 
	Cashable guaranteed investment certificates	 	 	50,636	 	 	 	2,106,625	 
	 	 	 	 	 	 	 	 	 
	Total cash and cash equivalents	 	 	4,776,510	 	 	 	3,159,100	 
	 	 	 	 	 	 	 	 	 
	Non-cash investing and financing activities:	 	 	 	 	 	 	 	 
	Stock compensation capitalized as website development costs	 	 	28,888	 	 	 	175,545	 



 


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


 




    	4



    	 



    

 


RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


		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 interim consolidated financial
statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by
the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements,
including IAS 34, Interim Financial Reporting. The interim consolidated financial statements should be read in conjunction
with the annual consolidated financial statements for the year ended December 31, 2014, which have been prepared in accordance
with IFRS as issued by the IASB. The Company uses the same accounting policies and methods of computation as in the annual consolidated
financial statements.


 


These interim 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 interim 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 interim
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 areas of estimation
include:


 


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



 


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



 


		iii)	Recognition of deferred income
                                         tax assets:



 


Significant areas of judgment
include:


 


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



 


		ii)	Application of the going concern
                                         assumption:



 




    	5



    	 



    

 


RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


		2.	Basis of Presentation (continued)



 


		(c)	Going Concern



 


These interim 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 March 31, 2015, the Company has 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 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 interim 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 interim consolidated financial statements.


 


		3.	Recent Accounting Pronouncements



 


Certain pronouncements were
issued by the IASB or the IFRS Interpretations Committee that are mandatory for annual periods beginning after January 1, 2016
or later periods.


 


The following new IFRSs that
have not been early adopted in these interim 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.	Restatement of Comparatives



 


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	 
	Interim Consolidated Statements of Comprehensive Loss	 	As Previously

 Stated 
$	 	 	Restatement 
$	 	 	As Adjusted 
$	 
	Expenses	 	 	 	 	 	 	 	 	 	 	 	 
	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	 
	Total operating expenses	 	 	2,425,908	 	 	 	(277,180	)	 	 	2,148,728	 
	Net Loss before other income	 	 	(2,425,908	)	 	 	277,180	 	 	 	(2,148,728	)
	Net loss and comprehensive loss for the period	 	 	(2,419,758	)	 	 	277,180	 	 	 	(2,142,578	)
	Basic and diluted loss per common share	 	 	(0.08	)	 	 	0.01	 	 	 	(0.07	)



 




    	6



    	 



    

 


RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


		4.	Restatement of Comparatives (continued)



 


	 	 	For the Three Months 
Ended March 31, 2014	 
	Interim Consolidated Statements of Cash Flows	 	As Previously
 Stated 
$	 	 	Restatement 
$	 	 	As Adjusted 
$	 
	Operating Activities	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	 	(2,419,758	)	 	 	277,180	 	 	 	(2,142,578	)
	Amortization	 	 	255,782	 	 	 	18,479	 	 	 	274,261	 
	Stock-based compensation	 	 	1,282,508	 	 	 	(175,546	)	 	 	1,106,962	 
	Net cash used in operating activities	 	 	(853,376	)	 	 	120,114	 	 	 	(733,262	)
	Investing Activities	 	 	 	 	 	 	 	 	 	 	 	 
	Website development costs	 	 	–	 	 	 	(120,114	)	 	 	(120,114	)
	Net cash provided by (used in) investing activities	 	 	498,577	 	 	 	(120,114	)	 	 	378,463	 



 


		5.	Property and Equipment



 


	 	 	Furniture 
$	 	 	Computer

 Equipment

 Under Finance

Lease $	 	 	Computer

 Equipment 
$	 	 	Total 
$	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cost:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2014	 	 	–	 	 	 	7,144	 	 	 	44,216	 	 	 	51,360	 
	Additions	 	 	1,368	 	 	 	–	 	 	 	4,423	 	 	 	5,791	 
	Balance, March 31, 2015	 	 	1,368	 	 	 	7,144	 	 	 	48,639	 	 	 	57,151	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accumulated amortization:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2014	 	 	–	 	 	 	–	 	 	 	24,056	 	 	 	24,056	 
	Additions	 	 	45	 	 	 	968	 	 	 	2,844	 	 	 	3,857	 
	Balance, March 31, 2015	 	 	45	 	 	 	968	 	 	 	26,900	 	 	 	27,913	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carrying amounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2014	 	 	–	 	 	 	7,144	 	 	 	20,160	 	 	 	27,304	 
	Balance, March 31, 2015	 	 	1,323	 	 	 	6,176	 	 	 	21,739	 	 	 	29,238	 



 




    	7



    	 



    

 


RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


		6.	Website Development Costs



 


	 	 	$	 
	 	 	 	 
	Cost:	 	 	 	 
	Balance, December 31, 2014	 	 	3,229,777	 
	Additions	 	 	183,016	 
	Balance, March 31, 2015	 	 	3,412,793	 
	 	 	 	 	 
	Accumulated amortization:	 	 	 	 
	Balance, December 31, 2014	 	 	2,270,121	 
	Additions	 	 	160,809	 
	Balance, March 31, 2015	 	 	2,430,930	 
	 	 	 	 	 
	Carrying amounts:	 	 	 	 
	Balance, December 31, 2014	 	 	959,656	 
	Balance, March 31, 2015	 	 	981,863	 



 


		7.	Intangible Assets



 


	 	 	Trademarks 
$	 
	 	 	 	 
	Cost:	 	 	 	 
	Balance, December 31, 2014	 	 	29,164	 
	Additions	 	 	2,880	 
	Balance, March 31, 2015	 	 	32,044	 
	 	 	 	 	 
	Accumulated amortization:	 	 	 	 
	Balance, December 31, 2014	 	 	1,509	 
	Additions	 	 	225	 
	Balance, March 31, 2015	 	 	1,734	 
	 	 	 	 	 
	Carrying amounts:	 	 	 	 
	Balance, December 31, 2014	 	 	27,655	 
	Balance, March 31, 2015	 	 	30,310	 



 




    	8



    	 



    

 


RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


		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 March 31, 2015:


 


	Fiscal year ending December 31:	 	$	 
	2015	 	 	2,326	 
	2016	 	 	3,167	 
	2017	 	 	2,793	 
	 	 	 	 	 
	Net minimum lease payments	 	 	8,286	 
	Less: amount representing interest payments	 	 	(1,850	)
	 	 	 	 	 
	Present value of net minimum lease payments	 	 	6,436	 
	Less: current portion	 	 	(2,086	)
	 	 	 	 	 
	Long-term portion	 	 	4,350	 



 


		9.	Related Party Transactions



 


During the three months ended
March 31, 2015, the Company was engaged in the following related party transactions:


 


		a)	As of March 31, 2015, the Company
                                         was owed $Nil (December 31, 2014 - $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 March 31, 2015, the Company
                                         was owed $Nil (December 31, 2014 - $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:


 


	 	 	Three Months Ended 
March 31,	 
	 	 	2015	 	 	2014	 
	 	 	$	 	 	$	 
	Management fees	 	 	247,566	 	 	 	65,967	 
	Employee salary and benefits (included in general and administrative)	 	 	24,716	 	 	 	33,603	 
	Share based payments to officers and directors	 	 	–	 	 	 	250,778	 



 




    	9



    	 



    

 


RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


		10.	Share Capital



 


Common
Shares


 


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


 


Share transactions during the
three months ended March 31, 2015:


 


		(a)	In January 2015, the Company
                                         issued 555,940 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. . The
                                         fair value of the stock options of $78,424 was transferred from share-based payment reserve
                                         to common shares upon exercise.



 


		(b)	In February 2015, the Company
                                         issued 422,272 common shares for proceeds of $537,251 upon the exercise of stock options
                                         and warrants at prices ranging from $1.00 per share to $1.50 per share. . The
                                         fair value of the stock options and warrants of $90,847 was transferred from share-based
                                         payment reserve to common shares upon exercise.



 


		(c)	In March 2015, the Company issued
                                         2,000 common shares for proceeds of $2,200 upon the exercise of stock options at prices
                                         ranging from $1.10 per share. . The
                                         fair value of the stock options of $1,280 was transferred from share-based payment reserve
                                         to common shares upon exercise.



 


Share transactions during the
three months ended March 31, 2014:


 


		(d)	In January 2014, the Company
                                         issued 60,000 common shares for proceeds of $87,500 upon the exercise of stock options
                                         at prices ranging from $1.00 per share to $1.55 per share. The
                                         fair value of the stock options of $60,319 was transferred from share-based payment reserve
                                         to common shares upon exercise.



 


		(e)	In February 2014, the Company
                                         issued 13,250 common shares for proceeds of $13,250 upon the exercise of stock options
                                         at $1.00 per share. The fair value of the stock options of $6,122 was transferred from
                                         share-based payment reserve to common shares upon exercise.



 


		(f)	In March 2014, the Company issued
                                         55,000 common shares for proceeds of $71,500 upon the exercise of stock options at prices
                                         ranging from $1.00 per share to $1.55 per share. The fair value of the stock options
                                         of $44,892 was transferred from share-based payment reserve to common shares upon exercise.



 


Escrowed Shares


 


On October 20, 2010, the Company
entered into an Escrow Agreement with certain shareholders in which 9,750,001 common shares would be subject to escrow restrictions
for a period of 66 months. Under the terms of the Escrow Agreement, 10% of the shares were released from escrow one year after
the completion of the Company’s IPO, and a further 10% every 6 months thereafter. During the three months ended March 31,
2015, 975,000 shares were released from escrow. As at March 31, 2015, 2,925,001 shares are held in escrow.


 




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RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


		11.	Share Purchase Warrants



 


The following table summarizes
the continuity of share purchase warrants:


 


	 	 	 
 
Number
                                         of
 Warrants
	 	 	Weighted 
 Average
 Exercise 

    Price	 
	 	 	 	 	 	 	$	 
	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	 
	 	 	 	 	 	 	 	 	 
	Exercised	 	 	(682,462	)	 	 	1.45	 
	Expired	 	 	(33,020	)	 	 	1.50	 
	 	 	 	 	 	 	 	 	 
	Balance, March 31, 2015	 	 	1,570,903	 	 	 	3.00	 



 


The following table summarizes
information about warrants outstanding and exercisable at March 31, 2015:


 


	Warrants 
 Outstanding	 	 	Exercise 
Price 
$	 	 	Expiry Date
	 	 	 	 	 	 	 
	 	1,570,903	 	 	 	3.00	 	 	January 30, 2016
	 	 	 	 	 	 	 	 	 
	 	1,570,903	 	 	 		 	 	



 




    	11



    	 



    

 


RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


		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.


 


The following table summarizes
information about the stock options.


 


	 
	 	Three Months Ended 
March 31, 2015	 	 	Year Ended 
December 31, 2014	 
	 	 	 
 
Number
                                         of
 Options 
	 	 	Weighted
 Average
 Exercise

    Price 
$	 	 	 
 
Number
                                         of 

                                         Options 
	 	 	Weighted
 Average
 Exercise

    Price 
$	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outstanding – beginning of period	 	 	4,492,700	 	 	 	1.95	 	 	 	3,144,700	 	 	 	1.14	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Granted	 	 	–	 	 	 	–	 	 	 	2,150,000	 	 	 	2.92	 
	Expired	 	 	(798,950	)	 	 	1.11	 	 	 	(320,000	)	 	 	1.76	 
	Exercised	 	 	(297,750	)	 	 	1.03	 	 	 	(482,000	)	 	 	1.17	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outstanding – end of period	 	 	3,396,000	 	 	 	2.22	 	 	 	4,492,700	 	 	 	1.95	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exercisable – end of period	 	 	3,226,000	 	 	 	2.18	 	 	 	4,292,700	 	 	 	1.90	 



 




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RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


12.Stock Options (continued)


 


The following table summarizes
information about stock options outstanding and exercisable as at March 31, 2015.


 


	 
Exercise
                                         

                                         Price

                                         $
	 	Expiry Date	 	Number of Options 
Outstanding	 	 	Number of 
 Options 
 Exercisable	 	 	Weighted
                                         
 Average 
 Remaining 
 Contracted Life
 (Years)
                                         
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	1.10	 	May 2, 2015	 	 	156,000	 	 	 	156,000	 	 	 	0.09	 
	1.10	 	June 13, 2015	 	 	650,000	 	 	 	650,000	 	 	 	0.20	 
	1.25	 	September 13, 2015	 	 	490,000	 	 	 	490,000	 	 	 	0.45	 
	4.50	 	March 8, 2016	 	 	360,000	 	 	 	360,000	 	 	 	0.94	 
	2.35	 	December 23, 2016	 	 	1,610,000	 	 	 	1,490,000	 	 	 	1.73	 
	4.98	 	January 11, 2017	 	 	130,000	 	 	 	80,000	 	 	 	1.79	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	3,396,000	 	 	 	3,226,000	 	 	 	1.06	 



 


The fair value of stock options
granted was determined using the Black-Scholes option pricing model. During the three months ended March 31, 2015, the Company
did not grant any stock options. During the three months ended March 31, 2015, the Company capitalized $28,888 as website development
costs and expensed $94,919 for the vesting of previously granted stock options. During the three months ended March 31, 2014,
the Company granted stock options with a fair value of $1,392,235 which will be recognized over the vesting term. During the three
months ended March 31, 2014, the Company recognized $1,106,963 of stock-based compensation expense and capitalized $175,545 as
website development costs. The weighted average fair value of the options granted during the three months ended March 31, 2014
was $2.58 per option. The weighted average exercise price for stock options exercised was $1.03 (2014 - $1.34). Weighted average
assumptions used in calculating the fair value of stock-based compensation expense are as follows:


 


	 	 	2015	 	 	2014	 
	Risk-free rate	 	 	–	 	 	 	0.53	%
	Dividend yield	 	 	–	 	 	 	0	%
	Volatility	 	 	–	 	 	 	111	%
	Expected forfeitures	 	 	–	 	 	 	–	 
	Weighted average expected life of the options (years)	 	 	–	 	 	 	2.24	 



 


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


 




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RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


		13.	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	 	$	7,325	 
	Total:	 	$	7,325	 



 


		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	 	$	15,161	 
	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:	 	$	78,936	 



 


		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.



 


		14.	Financial Instruments and
                                         Risk Management



 


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


 


		(a)	Fair Values






 


	 	 	Fair Value Measurements Using	 	 	 	 
	 	 	Quoted prices in 
 active markets for 
 identical 
 instruments 
(Level 1) 
$	 	 	Significant other 
 observable 
 inputs
 (Level 2) 
$	 	 	Significant 
 unobservable 
 inputs 
(Level 3) 
$	 	 	 
Balance,
 March
                                         31,
 2015
 $
	 
	Cash and cash equivalents	 	 	4,776,510	 	 	 	–	 	 	 	–	 	 	 	4,776,510	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	4,776,510	 	 	 	–	 	 	 	–	 	 	 	4,776,510	 



 


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


 




    	14



    	 



    

 


RESAAS SERVICES INC.


Notes to the Interim Consolidated Financial Statements


March 31, 2015


(Expressed in Canadian dollars except shares and options)


(Unaudited)


 


14Financial Instruments and Risk
Management (continued)


 


		(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 March 31, 2015	 	Carrying 
 amount 
$	 	 	Contractual 
 cash flows 
$	 	 	1 year or 
 less 
$	 	 	1 -5 Years 
$	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trade and other payables	 	 	254,420	 	 	 	254,420	 	 	 	254,420	 	 	 	-	 
	Obligations under finance lease	 	 	6,436	 	 	 	8,286	 	 	 	2,326	 	 	 	5,960	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	260,856	 	 	 	262,706	 	 	 	256,746	 	 	 	5,960	 



 


15.Subsequent Events


 


		(a)	In April 2015, the Company issued
                                         72,400 common shares for proceeds of $117,390 upon the exercise of stock options at a
                                         price of $1.10 per share to $3.00 per share.



 


		(b)	In May 2015, the Company issued
                                         154,000 common shares for proceeds of $216,900 upon the exercise of stock options at
                                         a price of $1.10 per share to $3.00 per share.



 


		(c)	On April 1, 2015, the Company
                                         entered into a service agreement for marketing consulting services for an indefinite
                                         term in exchange for (i) a fee of US$23,000 per month for the first two months and US$25,000
                                         per month thereafter, (ii) a commission of 15% on all revenue generated from customers
                                         introduced by the consultant, and (iii) subject to the agreement continuing in effect
                                         for a period of 120 days, the grant of options to purchase 50,000 common shares at a
                                         exercise price equal to the closing market price of the Company’s common shares
                                         on the date of grant, exercisable for a period of five years, plus the grant of an additional
                                         50,000 options on the same terms for each subsequent 60 day period during which the agreement
                                         remains in effect, to a maximum of 150,000 options in total.



 




    	15