RESAAS Services : Quarterly Report

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", "we", "our", "us" or "RESAAS") is dated November 26, 2021. You should read this MD&A in conjunction with our unaudited interim consolidated financial statements and the related notes thereto for the fiscal quarter ended September 30, 2021. We present our unaudited interim 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.

RESAAS has developed a cloud-based technology platform for the real estate industry servicing Multiple Listing Services (MLSs), franchises, real estate brokerage and real estate agents on a B2B basis (together, known as "Agents" whether operating on their own or belonging to a MLS, franchise or real estate brokerage).

We have created a suite of tools which integrate with the platform, including a global referral network, lead generation engine, listing management, client engagement modules, customer relationship management (CRM) tools, analytics, file sharing, an advertising engine and payment system. Our Platform enables Agents to communicate with other Agents globally, find leads, send and receive referrals to generate business opportunities, create pre-market property listings before it is made available to the MLS, create off-market property listings that is intended for a closed group and create on-market property listings. There is currently no other provider that can do what we do, and the real estate sector as a whole has been slow in digitalizing its business.

Our mission is to enable Agents to communicate effectively, connect instantly, engage meaningfully and create business opportunities with one another through a platform built for their benefit. Our platform allows for instant discussion and networking opportunities, both on local and global scale, for facilitating easier and richer communication within the real estate industry. We commenced operations in February 2013 and began revenue generating activities for the RESAAS platform in January 2015 after some of the components of the Company's platform were completed. The Company has continued to undertake activities that constitute further development of the platform.

One aspect of RESAAS' technology platform is designed to enable large real estate companies to increase the number of referrals they generate within their organization. Our clients include the worldwide RE/MAX network. Referrals are facilitated every day by RESAAS' technology, presenting new opportunities to the global agents using the network. It also provides business intelligence to the firms involved, helping them make informed decisions about expansion, growth and acquisition.

On January 14, 2020, the Company announced the completion of the acceleration of 12,000,000 warrants as previously announced on December 17, 2019. Of the 12,000,000 warrants accelerated, 3,725,000 were exercised by March 31, 2020 for gross proceeds of $745,000, 7,370,000 warrants were exercised after March 31, 2020 for gross proceeds of $1,474,000 and 905,000 unexercised warrants expired on January 11, 2020.

On January 29, 2020, the Company announced the launch of InstantReferrals, a major new benefit to real estate agents using RESAAS. InstantReferrals will deliver qualified leads to the Company's growing membership of subscribing agents.

On February 5, 2020, the Company announced it has extended its relationship with RE/MAX LLC to power its international referral system. RE/MAX LLC has over 125,000 agents in more than 110 countries around the world. The agreement enables RE/MAX agents to send, receive and manage their referral business globally in real-time.

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On May 8, 2020, the Company announced the launch of RESAAS Virtual Showcase. Developed by RESAAS for sole purpose of marketing and selling real estate during the pandemic, the RESAAS Virtual Showcase allows real estate agents to conduct virtual tours globally and works with popular video-conferencing services such as Zoom, GotoMeeting and Skype. On May 22, 2020, the Company announced the addition of YouTube Live to both the RESAAS Virtual Showcase and the RESAAS Platform.

On May 27, 2020, the Company announced that AREAA Global has selected the Company to power its referral business among all 17,000 members. AREAA Global is a for-profit subsidiary of the Asian Real Estate Association of America (AREAA), the largest Asian organization in North America.

On June 15, 2020, the Company announced the launch of RESAAS U, an online education and training environment for RESAAS agents.

On August 28, 2020, the Company announced it has entered into an agreement to sell U.S. Food and Drug Administration (FDA) Emergency Use Authorization (EUA) COVID-19 Rapid Test Kits to real estate professionals across the United States through RESAAS's global real estate platform.

On September 29, 2020, the Company announced the launch of Consumer Lead Generation, for the first time bringing prospective consumers into the RESAAS platform.

On September 30, 2020, the Company announced the launch of RESAAS Ultimate, the highest tier plan available for subscription purchase by top RESAAS agents. The Ultimate subscription is priced at US$99 per month and includes a host of new benefits sought after by top real estate agents that are not otherwise available to regular RESAAS agents, including the ability to receive consumer leads, instant access to referrals, the ability to win unlimited referrals and preferred placement in search results.

On October 22, 2020, the Company announced that San Francisco Association of Realtors has engaged RESAAS as its official software development partner to create a first-to-market email distribution service. The email service will solve a long-term problem that exists within associations of all types. It will allow members to receive emails without having to disclose their actual email addresses.

On October 27, 2020, the Company was announced as a partner in the Keller Cloud Innovation Program. Keller Williams is the world's largest real estate franchise by agent count. RESAAS will enable Keller Williams agents to purchase the RESAAS Ultimate subscription through the Keller Williams Marketplace, the app store for all Keller Williams agents to browse top real estate software.

On November 10, 2020, the Company announced Blimp as a Lead Generation Partner. Blimp is a collaboration solution provider for both consumers and professionals servicing the real estate industry. Blimp provides an all-in-one collaboration space, connecting real estate consumers with professionals in all transaction related conversations across North America.

On December 8, 2020, the Company announced that the LGBTQ + Real Estate Alliance (the "Alliance") has selected RESAAS to house its member referral business and lead optimization services across North America. The Alliance has more than 50 chapters in the United States and Puerto Rico.

On January 26, 2021, the Company announced Commercial Real Estate industry valued at $16 trillion. commercial real estate firms and brokerages.

the launch of its dedicated Platform for the Global RESAAS Commercial will be white-labeled for large

On March 9, 2021, the Company announced the addition of Randall Miles to the Company's Advisory Board. Mr. Miles has over 25 years' experience in senior management, corporate finance, private equity, business development and merchant banking. Mr. Miles is currently Vice-Chair Board of Directors of eXp World Holdings (NASDAQ: EXPI) and Managing Partner at SCM Capital Group. Formerly, Mr. Miles has held senior executive positions at re-eminent investment banks and has served as CEO of public and private equity backed high growth companies.

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On March 31, 2021, the Company announced it has engaged investor relation specialists MZ Group ("MZ") to lead a comprehensive strategic capital markets and investor relations program across all key markets. MZ, one of the world's largest independent investor relations firms, will work closely with RESAAS management and advisory teams to develop and implement a comprehensive capital markets strategy. The program is designed to increase the Company's visibility across the investment community, with an emphasis on the US market and considerations to graduate to a senior exchange in the United States.

On April 1, 2021, the Company announced it has been included in the prestigious T3 Sixty "Tech 500" industry report for 2021, the second successive year of inclusion.

On June 3, 2021, the Company announced a strategic partnership with the Home Network Foundation to launch a cryptocurrency integration within the RESAAS platform. The Home Network Foundation has developed the HOME Protocol ecosystem, enabling real estate agents and their customers to earn HOME Tokens, a cryptographic digital asset, as they engage with the platform.

On June 9, 2021, the Company announced the Approval Supplier Program to help agents within the RESAAS Platform choose suppliers with confidence. RESAAS Agents selecting suppliers from the RESAAS Approved Supplier Program will gain exclusive discounts to those suppliers outside of available market offerings.

On November 10, 2021, the Company announced the addition of Alex Lange to the Company's Advisory Board. Mr. Lange is the CEO of Forbes Global Properties. Formerly, Mr. Lange has held senior executive positions at real estate technology companies, venture firms and public companies alike. These include Upstream (a real estate data company backed by the National Association of REALTORS), Second Century Ventures and Market Leader (acquired by Trulia for $355M). Mr. Lange has experienced three exits, four acquisitions and countless integrations and international expansions.

Results of Operations

Comparison of the nine months ended September 30, 2021 and 2020

The following table summarizes the results of our operations for the nine months ended September 30, 2021 and 2020

	Nine Months Ended September 30,
	2021		2020
Revenue	$		$
466,274		344,829
Net loss from continuing operations	(2,380,034)	(2,085,658)
Basic and diluted loss per share	(0.03)	(0.03)
Total assets	643,175	1,057,903
Total non-current financial liabilities	-	9,484
Working capital (deficiency)	(173,983)	121,555

Revenue

The Company's revenue is primary earned from its cloud-basedsoftware-as-a-service for the real estate industry ("SaaS revenue"). SaaS revenue includes revenue from subscriptions fees and revenue from development work. During the nine months ended September 30, 2021, the Company also earned revenue from the sale of COVID- 19 rapid test kits to its network of real estate agents. The Company earned total revenue of $466,274 during the nine months ended September 30, 2021 and $344,829 during the nine months ended September 30, 2020.

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Net Loss

Net loss from continuing operations increased by $294,376 from $2,085,658 during the nine months ended September 30, 2020 to $2,380,034 during the nine months ended September 30, 2021. The increase is primarily attributed to the increase in stock-based compensation of $987,405, offset against an increase in revenue of $121,445 and a decrease in general and administrative expenses of $327,055 from the nine months ended September 30, 2020 to the nine months ended September 30, 2021.

Operating Expenses

Amortization

Amortization expense consists of the amortization of property and equipment, capitalized costs to develop the Company's platform and amortization of the Real-Block Inc. blockchain application. Amortization expense decreased by $8,101 or 6% to $125,677 for the nine months ended September 30, 2021 from $133,778 for the nine months ended September 30, 2020. Amortization of right-of-use assets decreased by $95,020 or 93% to $7,375 for the nine months ended September 30, 2021 from $102,395 for the nine months ended September 30, 2020. The decrease was due to the continuing amortization of existing assets during the nine months ended September 30, 2021.

Consulting Fees

Consulting fees consist primarily consists of consultants engaged for investor relation activities. Consulting fees decreased by $60,443, or 40%, to $90,931 for the nine months ended September 30, 2021 from $151,374 for the nine months ended September 30, 2020. The decrease is primarily attributed to a reduction in the number of consultants during the period.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and benefits, rent, insurance, information technology and facility-related costs. General and administrative expenses decreased by $327,055, or 29%, to $812,431 for the nine months ended September 30, 2021 from $1,139,486 for the nine months ended September 30, 2020. The decrease was primarily attributed to the decrease in salaries and benefits from reduced headcount.

Management Fee Expenses

Management fee expenses consist primarily of salaries and benefits to key management. Management fee expenses decreased by $77,436, or 21%, to $287,451 for the nine months ended September 30, 2021 from $364,887 for the nine months ended September 30, 2020. The decrease in management fee expense is primarily attributed to the decrease in management size. During the nine months ended September 30, 2021, the Company included the compensation paid to the Chief Executive Officer, the Chief Financial Officer, the Chief Operations Officer, and the Vice President of Capital Markets as management fees. During the nine months ended September 30, 2020, the Company included the compensation paid to the Chief Executive Officer, the Chief Financial Officer, the Chief Operations Officer, Vice President of Operations and the Vice President of Capital Markets as management fees.

Total Assets

Total assets were $643,175 at September 30, 2021 as compared with $1,057,903 at September 30, 2020. Assets consisted mainly of cash and cash equivalents of $254,350, amounts receivable of $67,560 and intangible assets of $247,366 at September 30, 2021 as compared to cash and cash equivalents of $152,525, amounts receivable of $348,621 and intangible assets of $413,641 at September 30, 2020.

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Results of Operations

Comparison of the three months ended September 30, 2021, and 2020

The following table summarizes the results of our operations for the three months ended September 30, 2021, and 2020 together with the changes to those items.

	Three Months Ended September 30,
	2021		2020
Revenue	$		$
109,885		126,378
Net loss from continuing operations	(513,150)	(654,024)
Basic and diluted loss per share	(0.01)	(0.01)

Revenue

The Company's revenue is primary earned from its cloud-basedsoftware-as-a-service for the real estate industry ("SaaS revenue"). SaaS revenue includes revenue from subscriptions fees and revenue from development work. The Company earned total revenue of $109,885 during the three months ended September 30, 2021 and $126,378 during the three months ended September 30, 2020.

Net Loss from continuing Operations

Net loss from continuing operations decreased by $140,874 from $654,024 during the three months ended September 30, 2020 to $513,150 during the three months ended September 30, 2021. The decrease is primarily attributed to decrease in general and administrative expenses of $146,703 from the three months ended September 30, 2020 to the three months ended September 30, 2021.

Operating Expenses

Amortization

Amortization expense consists of the amortization of property and equipment, capitalized costs to develop the Company's platform and amortization of the Real-Block Inc. blockchain application. Amortization expense decreased by $2,481 or 6% to $41,896 for the three months ended September 30, 2021 from $44,378 for the three months ended September 30, 2020. Amortization of right-of-use assets decreased by $31,674 or 93% to $2,458 for the three months ended September 30, 2021 from $34,132 for the three months ended September 30, 2020. The decrease was due to the continuing amortization of existing assets during the three months ended September 30, 2021.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and benefits, rent, insurance, information technology and facility-related costs. General and administrative expenses decreased by $146,703, or 41%, to $210,983 for the three months ended September 30, 2021, from $357,686 for the three months ended September 30, 2020. The decrease was primarily attributed to the decrease in payroll expenses from reduced headcount.

Management Fee Expenses

Management fee expenses consist primarily of salaries and benefits to key management. Management fee expenses decreased by $27,645 or 24% to $89,186 for the three months ended September 30, 2021 from $116,831 for the three months ended September 30, 2020. The decrease in management fee expense is primarily attributed to the decrease in management size. During the nine months ended September 30, 2021, the Company included the compensation paid to the Chief Executive Officer, the Chief Financial Officer, the Chief Operations Officer, and the

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