UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


______________________________




FORM
10-Q


______________________________







x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934.





FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2009





OR





o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
File #333-105778




MORTGAGEBROKERS.COM HOLDINGS,
INC.


(Exact
name of registrant as specified in its charter)




DELAWARE
              05-0554486(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      Employer
                Identification
      No.)




260
Edgeley Boulevard, Suite 11, Concord, Ontario L4K 3Y4


(Address
of principal executive offices and zip code)





Registrant’s telephone number,
including area code: (877) 410-4848





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.





Yes x           No
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





Yes o No x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company
filer.  See definition of “accelerated filer” and “large accelerated
filer” in rule 12b-2 of the Exchange Act (Check one):





Large
      accelerated filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            Smaller
      reporting company
            x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.





Yes    o        Nox





Indicate
the number of shares outstanding of the Registrant’s common stock as of the
latest practicable date.





Class
            
            Outstanding
      at May 15, 2009Common
      Stock, $.0001 par value
            
            42,976,548









TABLE
OF CONTENTS





Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3.
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
            Control
      and Procedures






PART
II-- OTHER INFORMATION






Item
      1
            Legal
      ProceedingsItem
      1A
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-K




SIGNATURE












PART
I: FINANCIAL INFORMATION




ITEM
1. FINANCIAL STATEMENTS




Basis
of Presentation




The
accompanying condensed and consolidated statements are presented in accordance
with U.S. generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by U.S. generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only
of normal occurring adjustments) considered necessary in order to make the
financial statements not misleading, have been included. Operating results for
the three months ended March 31, 2009 are not necessarily indicative of results
that may be expected for the year ending December 31, 2009.




The
financial statements of the Company appear at the end of this report beginning
with the Index to Financial Statements on page F-1 and ending on
F-21.















ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS




The following is management’s discussion and analysis of the consolidated
financial condition and results of operations of MortgageBrokers.com Holdings,
Inc. for the periods ending March 31, 2009 and 2008.  The following
information should be read in conjunction with the consolidated financial
statements for the periods ending March 31, 2009 and notes thereto appearing
elsewhere in this form 10-Q.




Overview




MortgageBrokers.com
Holdings, Inc. (the “Company”, “MortgageBrokers.com”, “we”, “our”, or “us”) was
incorporated under the laws of Delaware on February 6, 2003 as MagnaData,
Inc. (“MagnaData”).  In February 2005, we filed articles of
amendments with the State of Delaware changing the name of our Company to
MortgageBrokers.com Holdings, Inc.




Over the
past three year period, sales operations were conducted through our subsidiaries
in Canada only:




1.
            MortgageBrokers.com
      Inc. - an Ontario Canada provincially incorporated company that currently
      holds our licensure for operating as a mortgage broker in the Province of
      Ontario;




2.
            MortgageBrokers.com
      Financial Group of Companies Inc. - a Canadian federally incorporated
      company, which currently holds our licensure for operating as a mortgage
      broker in the Provinces of Newfoundland, Nova Scotia, New Brunswick,
      Prince Edward Island and Alberta;
and,




3.
            MBKR
      Holdings Inc., a Canadian federally incorporated company, on November 24,
      2008 for the intended centralization of back office services in
      Canada.




We
established MBKR Franchising Inc., a Canadian federally incorporated company, on
January 30, 2009 for the intended launch of MortgageBrokers.com as a franchisor
in Canada.




As at
March 31, 2009, we had 422 licensed mortgage agents operating across Canada. The
number of mortgage agents in our national sales agency at the end of the
reporting period represents a 14% increase over that of the same period in
2008.




As at
March 31, 2009, our Company had 15 full-time employees and 2 full-time contract
staff for a total of 17 full-time staff.




The
Company’s corporate offices are at 11-260 Edgeley Boulevard, City of Vaughan,
Ontario, CANADA. Our current contact information for our Ontario office is
telephone number: (877) 410-4848 and fax number: (877) 410-4845. Our internet
website can be found under the domain name:www.mortgagebrokers.com. The Company also has a regional corporate office
in Calgary, Alberta, Canada.




Results
of Operations




Threemonths endedMarch31, 2009Compared toThree months endedMarch31, 2008




Gross
revenue in our first quarter in 2009 increased by 8% from that of 2008 to
$2,581,556, which was directly related to increasing the number of sales agency
mortgage agents by 14%, supporting our existing agent sales force to increase
productivity and negotiating better lender commissions.




The
Company’s operating expenses increased in the first quarter of 2009 by 16% over
the same period in 2007 to $2,579,878 as we built our growing business. The
consolidated comparative increase is smaller in part due to a 19% decrease in
the rate of foreign exchange between our first quarter in 2008 to that of
2009. The primary components that comprise our operating expenses and
contribute to this trend are stock-based compensation, agent commissions,
salaries and benefits, general and administrative expenses, and occupancy
costs:




·
            Due
      to decreases in our stock price between reporting periods, the Company
      reported negative charges reversing accruals in employee stock-based
      compensation accrued during the reporting period of $26,179. The
      Company also reported negative charges reversing accruals for services
      associated with our agents, strategic alliances and consultants of a
      combined $58,738. Stock-based compensation is a charge that is based
      on our stock pricing at the end of the period. The accrual is valued
      based on stock prices at the end of the period, for which the Company has
      no direct influence; therefore it is difficult to analyze related
      trends. In aggregate, these charges were approximately 3% of the
      reported total operating expenses and decreased our reported Net Loss
      accordingly. It is the intent of management to continue using our
      stock-based compensation programs to maximize working capital and align
      the interests of our employees and mortgage agents with those of our
      shareholders.









·
            80%
      of the operating expenses in the reporting period were associated with
      agent commissions.  Reported agent commission fees as a percent
      of revenues decreased by 4% from the first quarter 2008 as compared to
      that of 2008 likely associated with changes in the foreign exchange rate
      between the periods.




·
            15%
      of the operating expenses in the reporting period were associated with
      salaries and benefits. Salaries and benefits increased by 13% from
      the first quarter 2008 as compared to that of 2009 as we invested into
      hiring a more seasoned sales management
  team.




·
            6%
      of the operating expenses in the reporting period were associated with
      general and administrative expenses. General and administrative
      expenses decreased by 36% from the first quarter 2008 as compared to that
      of 2009 as we reduced travel expenses by 70%, reduced telephone expenses
      through long distance plans by 30%, and had a 23% reduction in
      professional fees.




·
            Occupancy
      costs this period were relatively flat compared to 2008 wherein they
      decreased 5% from the first quarter 2008 to $37,283 in the first of
      2009.




Liquidity
and Capital Resources




As at
March 31, 2009, we had $1,187,269 in cash; $14,826 of referral fees held in
trust (which are awaiting completion of administrative agreements prior to being
transferred to a ManuLife administered RRSP account owned by referral source
agents), $40,775 in prepaid expenses, $107,109 in equipment and equipment under
capital leases for a total of $1,349,979 in assets.  Comparatively as
at December 31, 2008, we had $1,262,321 in cash; $17,848 of referral fees held
in trust, $116,211 in prepaid expenses, $114,608 in equipment and equipment
under capital leases a total of $1,510,988 in total assets.




As at
March 31, 2009, we had $1,060,397 in accounts payable, $104,014 in accrued
liabilities related to services received but not invoiced as of March 31, 2009
and employee vacation accrual, $200,368 in loans payable to a related party,
$227,423 in employee tax deductions payable, $225,191 in accrued stock-based
compensation, $99,190 in bank indebtedness related to an unsecured term loan,
$14,826 in trust liability associated with agent referral commissions payable
awaiting transfer to the agent’s Manulife RRSP account, capital lease
obligations of $971 and $686,169 in accrued expenses associated with a legal
judgment for a total of $2,618,549 in liabilities. Comparatively as at
December 31, 2008 at the beginning of the reporting period, the Company had
$1,190,905 in accounts payable , $68,210 in accrued liabilities, $129,425 in
loans payable to a related party, $ 275,317 in employee tax deductions payable,
$17,848 payable in a trust liability associated with agent referral commissions
payable awaiting transfer to the agent’s Manulife RRSP account, $1,624 in
obligations under capital leases, $310,108 in stock-based compensation accrual,
$117,385 in bank indebtedness related to an unsecured term loan and $688,894 in
accrued expenses associated with a legal judgment for a total of $2,799,716 in
liabilities.




Management
makes the following comments regarding the most significant factors affecting
Company liquidity and capital resources and their measured trends over the
reporting period:




·
            Cash
      and cash equivalents did not materially change over the reporting period
      during the Company’s seasonally slowest
quarter.




·
            Accounts
      payable nominally decreased by 11% over the reporting period to
      $1,060,397. The bulk of this payable amount is Work in Progress
      payable following completion of mortgage agent origination compliance
      procedures. Work in Progress mortgage agent commissions payable
      typically have an Average Days Payable of 10 business
  days.




·
            The
      Company has accrued in 2007 for the liability of a partial summary
      judgment to a claim to which the Company is a party. The calculated
      judgment liability along with interest over the three month reporting
      period is, as at the end of the reporting period, $686,169. While the
      full amount of the judgment and associated interest was accrued, it is the
      expectation of management that only a portion, if any, of the liability
      will be satisfied by the Company in this multi-party judgment. See
      discussion below.




·
            Employee
      tax deductions payable decreased by 17% over the three months ending March
      31, 2009 as the Company continues to pay this liability with monthly
      instalments.  Company management has met with the government agency
      to whom the amount is payable and has established a working agreement
      whereby it is expected that this amount will be paid in full by July 2009.
      See discussion below.




The
Company reported a Net Loss from operations for the first quarter of 2009,
predominately associated with the period being the seasonally slowest period for
our industry with respect to revenue while our costs remain relatively
consistent. If we continue to grow at our current rate, it is expected by
management that we will achieve consistent positive earnings from operations and
should have adequate working capital for the near future to fund normal
operations. In the event that we grow beyond our available working capital
resources, experience a prolonged market down turn, are faced with a payout
associated with the legal judgement described here-in or experience adverse
seasonality, we will likely need to rely upon the issuance of common stock and
additional capital contributions from shareholders and/or loans from
shareholders and third-party lenders to meet our working capital needs. It
is expected by management that the Company will need to rely upon either new
capital contributions or profits from 2009 operations to pay the employee tax
liability described below.









Employee
Tax Deductions Payable




The
Company is in arrears on the tax withholdings due to Canada Revenue Agency
(“CRA”) related to employee salaries. As at the end of the reporting
period, the company had a tax liability with CRA of $227,423. The Company
has negotiated an agreement with CRA which, if certain conditions are met,
allows the Company to pay down the balance in monthly instalments of $10,000
through to June, 2009 with the remaining balance due in July, 2009. In the
event that the Company secures further investment capital, the balance is to be
paid off in full shortly after receipt of the funds. In addition, CRA has
registered a Certificate in the Canadian Federal Court and the Property Register
of Ontario for the amount owing to CRA. The liability currently bears
interest at 9% annually.




Judgment
in Lawsuit




On
October 3, 2007 a partial summary judgment from the Ontario Superior Court
ordered MortgageBrokers.com Inc., the Company’s subsidiary, and other parties to
pay the sum of CDN$598,636 within 90 days, along with interest in the amount of
CDN$136,128 and legal expenses in the amount of CDN$8,907. See Item 2 below for
more details. This judgment was appealed, but the judgment was upheld on appeal
by the Ontario Court of Appeal on March 31, 2008 with costs for the appeal fixed
at CDN $5,000. No decision has yet been made as to allocation of liability for
the judgment among the parties, who are currently in settlement negotiations
with a view to settling payment of the judgment as well as resolving all other
claims outstanding between the parties. As at March 31, 2009, the Company has
fully accrued for this lawsuit.




Critical
Accounting Policies




Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial
condition.  We believe our use of estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively
applied.  We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances. Actual results may differ materially from these estimates under
different assumptions or conditions.  We continue to monitor
significant estimates made during the preparation of our financial
statements.




Revenue
Recognition




Revenue
consists of mortgage brokerage fees, finders’ fees and insurance commissions.
The revenue from brokerage fees and finders’ fees are recognized upon the
funding of a customer’s mortgage and when the collection is reasonably assured
which typically occurs when the brokerage fee or finders fees from the lender
has been advanced.  Insurance commission revenues are recognized when
collection is reasonably assured which typically occurs when the insurance
commission fees from the insurance provider has been advanced.




Share-based
Payment




The
Company adopted the disclosure requirements of SFAS No. 123R, "Share-Based
Payment" ("SFAS No. 123R") for stock options and similar equity instruments
(collectively, "options") issued to employees. The Company applies the fair
value base method of accounting as prescribed by SFAS No. 123R. Under the fair
value based method, compensation cost is measured at the grant date based on the
value of the award and is recognized over the service period, which is usually
the vesting period. For stock options, the fair value is determined using an
option-pricing model that takes into account the stock price at the grant date,
the exercise price, the expected life of the option, the volatility of the
underlying stock and the expected dividends on it, and the risk-free interest
rate over the expected life of the option. SFAS No. 123R also applies to
transactions in which an entity issues its equity instruments to acquire goods
or services from non-employees. Those transactions must be accounted for based
on the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable, as described in note
12.









Going
Concern




The
Company’s consolidated financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. For the three month reporting
period ended March 31, 2009, the Company incurred a Net Loss of $3,032 (as
compared to Q1 2008, a Net Income of $160,229). Certain conditions noted
below raise doubt about the Company’s ability to continue as a going
concern.




The
Company’s ability to continue as a going concern is contingent upon its ability
to secure additional debt or equity financing, continue to grow sales of its
services and continue to achieve profitable operations. Management’s plan
is to expand it’s sales force to increase it’s gross revenue, to carefully
manage expenses and capital investment related to scalability to establish
sustainable operational profitability through our rapid growth and to
secure additional funds through future debt or equity financings. Current
economic conditions may impact our ability to recruit mortgage agents or may
result in changes by lenders to our commission fee schedules, both of which
would have a negative impact on our revenue growth. Also, financing may not
be available or may not be available on reasonable terms to the
Company. The issuance of additional equity securities by us could result in
a significant dilution in the equity interests of our current stockholders.
 Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.




The
consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.




Off-Balance
Sheet Arrangements




None.




ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.




ITEM
4T.   CONTROLS AND PROCEDURES




Evaluation of Disclosure Controls and
Procedures







The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The Company’s internal
control over financial reporting is a process designed under the supervision of
the Company’s Chief Executive Officer and Chief Financial and Accounting Officer
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company’s financial statements for external purposes
in accordance with U.S. generally accepted accounting principles.




In the
first calendar quarter of 2009 and as of March 31, 2009, under the supervision
and with the participation of our management, we conducted an evaluation of the
effectiveness of the design and operations of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934 and based on the criteria for effective internal
control described in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, management concluded that our financial disclosure controls and
procedures were effective so as to timely identify, correct and disclose
information required to be included in our Securities and Exchange Commission
(“SEC”) reports. Through the use of external consultants and the review process,
management believes that the financial statements and other information
presented herewith are materially correct.




The
Company’s management, including its Chief Executive Officer and Chief Financial
and Accounting Officer, does not expect that its disclosure controls and
procedures, or its internal controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefit of controls must be considered
relative to their costs.  Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected.




This
report does not include an attestation report of the Company’s independent
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management’s report in
this report.









This
report shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing of the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.




(b)
Changes in Internal Controls.




There
have been no changes in the Company’s internal control over financial reporting
during the period ended March 31, 2009 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal controls over
financial reporting.















PART
II:  OTHER INFORMATION




ITEM
1.  LEGAL PROCEEDINGS




On
October 27, 2006, Trisan Equitable Corporation (“Trisan”) commenced an action in
the Ontario Superior Court in Ontario, Canada against several parties, including
the Company, MortgageBrokers.com Inc (“MBI”), our Ontario subsidiary, and Alex
Haditaghi, our principal shareholder, sole director and chief executive officer,
and several corporate affiliates of Mr. Haditaghi  The statement of
claim filed by Trisan asserted a number of claims in the aggregate amount of
approximately CDN$1.4 million, arising out of a loan agreement with Trisan dated
January 27, 2005 pursuant to which Trisan agreed to loan all of the defendants
except the Company (such defendants referred to hereinafter as the “Borrowing
Parties”) the sum of CDN$750,000, which funds were to be used by Mr. Haditaghi
for the purpose of acquiring the shares of Magna Data, Inc. (the “Magna Data
Shares”).  Trisan alleged in its statement of claim, among other
things, that:




·
            it
      ultimately loaned upwards of CDN$550,000 pursuant to the loan
      agreement;




·
            the
      purchased Magna Data Shares were to be pledged as security for repayment
      of the loan to the Borrowing
Parties,




·
            Trisan
      was to have been issued, upon certain conditions, 500,000 shares of the
      Company’s common stock;




·
            the
      funds advanced to Mr. Haditaghi and/or MBI were never repaid;
      and,




·
            Trisan
      obtained security for such repayment of the loan from a number of the
      Borrowing Parties, but not from
MBI.




In
January 2007, the Company and the Borrowing Parties filed a statement of
defense, crossclaim and counterclaim in response to Trisan’s statement of claim,
in which the defendants alleged breach of the loan agreement by
Trisan.




On
October 3, 2007 a partial summary judgment from the Ontario Superior Court
ordered that the Borrowing Parties pay Trisan the sum of CDN$598,636 within 90
days, along with interest in the amount of CDN$136,128 and legal expenses in the
amount of CDN$8,907.  The court further ordered the dismissal of the
counterclaim filed by the Company and the Borrowing Parties and ordered that the
balance of Trisan’s claims contained in its statement of claim should proceed to
trial. The Court further ordered that 500,000 unrestricted shares of the
Company be deposited by the defendants with an escrow agent upon payment of
the above ordered amounts, pending final disposition of Trisan’s other claims
and that costs of the motion for summary judgment be fixed at CDN $5,000 payable
to Trisan within 90 days.  Upon Payment of the judgment amount, the
security provided for the loan would be released.




The
October 3, 2007 partial summary judgment was appealed by the Company and the
Borrowing Parties, but the judgment was upheld on appeal by the Ontario Court of
Appeal on March 31, 2008 with costs for the appeal fixed at CDN
$5,000.  The order bears interest at the rate of 10% per year
commencing from the date of the judgment.  Please see Note 8 in our
financial statements here-in for further details.




No
decision has yet been made as to allocation of liability for the judgment among
the Borrowing Parties.




As at
March 31, 2009, $594,089 (CDN$748,671) plus interest of $92,080 (CDN$116,039)
was accrued by the Company.




The
Company is party to various other claims and proceedings arising in the normal
course of business. Management does not expect the disposition of these
matters to have a material adverse effect on the Company’s results of operations
or financial condition.




ITEM
1A. RISK FACTORS




Not
Applicable




ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS




None.




ITEM 3.  DEFAULTS UPON SENIOR
SECURITIES




Not
Applicable.









ITEM
4:  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS




None.




ITEM
5:  OTHER INFORMATION




None.




ITEM
6:  EXHIBITS AND REPORTS ON FORM 8-K




(a)         
Exhibits




31.1      Certification
of the CEO and CFO Pursuant to Rule 13a-14(a) under the Securities Exchange Act
of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002




32.1      Certification
of the CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002




(b)         
Reports of Form 8-K




None




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.




MORTGAGEBROKERS.COM
      HOLDINGS, INC.







By:    /s/ Alex
      HaditaghiAlex HaditaghiPrincipal Executive Officer,Principal Accounting Officer,President, Secretary and
Director




Dated:
May 15, 2009






Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.







NAME
            
            TITLE
            DATE/s/ Alex
      Haditaghi
            
            President,
      Secretary and Director
            May
      15, 2009Alex
      Haditaghi





















MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES
              
              
              CONDENSED
      CONSOLIDATED INTERIM FINANCIAL STATEMENTS
              
              
              MARCH
      31, 2009 AND 2008
              
              
              UNAUDITED
































MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES







CONDENSED
CONSOLIDATED INTERIM FINANCIAL STATEMENTS




MARCH 31,
2009 AND 2008




CONTENTS







Condensed
      Consolidated Balance Sheets
            F3Condensed
      Consolidated Statements of Operations and Comprehensive
    Income
            F4Condensed
      Consolidated Statements of Cash Flows
            F5Notes
      to Condensed Consolidated Financial Statements
            F6
      - F21















F-2








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Condensed
Consolidated Balance Sheets


March 31,
2009 and December 31, 2008




March
      31,2009
                    (Unaudited)
                  
                  
                  December
      31,2008
                    (Audited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                  
                  $
                  1,187,269
                  
                  
                  $
                  1,262,321Referral
      fees held in trust – restricted (note 3)
                  
                  
                  14,826
                  
                  
                  
                  17,848Prepaid
      expenses
                  
                  
                  40,775
                  
                  
                  
                  116,211Total
      Current Assets
                  
                  
                  1,242,870
                  
                  
                  
                  1,396,380Equipment, net (note
      4)
                  
                  
                  104,930
                  
                  
                  
                  112,184Equipment Under Capital
      Leases (note 5)
                  
                  
                  2,179
                  
                  
                  
                  2,424Total
      Assets
                  
                  $
                  1,349,979
                  
                  
                  $
                  1,510,988LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesBank
      indebtedness – current portion (note 6)
                  
                  $
                  59,514
                  
                  
                  $
                  61,244Accounts
      payable
                  
                  
                  1,060,397
                  
                  
                  
                  1,190,905Accrued
      liabilities
                  
                  
                  104,014
                  
                  
                  
                  68,210Employee
      tax deductions payable (note 7)
                  
                  
                  227,423
                  
                  
                  
                  275,317Accrued
      legal judgment (note 8)
                  
                  
                  686,169
                  
                  
                  
                  688,894Advances
      from related party – current portion (note 9)
                  
                  
                  155,368
                  
                  
                  
                  84,425Trust
      liability (note 3)
                  
                  
                  14,826
                  
                  
                  
                  17,848Obligation
      under capital leases - current portion (note 10)
                  
                  
                  971
                  
                  
                  
                  1,624Stock-based
      compensation accrual - current portion (note 11a)
                  
                  
                  30,592
                  
                  
                  
                  41,562Employee
      stock-based compensation accrual (note 11b)
                  
                  
                  117,600
                  
                  
                  
                  143,779Total
      Current Liabilities
                  
                  
                  2,456,874
                  
                  
                  
                  2,573,808Bank Indebtedness(note
      6)
                  
                  
                  39,676
                  
                  
                  
                  56,141Advances from related party(note 9)
                  
                  
                  45,000
                  
                  
                  
                  45,000Stock-based Compensation
      Accrual (note 11c)
                  
                  
                  76,999
                  
                  
                  
                  124,767Total
      Liabilities
                  
                  
                  2,618,549
                  
                  
                  
                  2,799,716Commitments and
      Contingencies (note 18)STOCKHOLDERS'
      DEFICITCapital
      StockPreferred
      stock, $0.0001 par value; 5,000,000 shares
                    authorized, none issued
                  
                  
                  -
                  
                  
                  
                  -Capital
      stock, $0.0001 par value; 100,000,000 shares
                    authorized; 42,976,548 (2008: 42,976,548) issued and
                    outstanding(note
      12)
                  
                  
                  4,298
                  
                  
                  
                  4,298Additional
      Paid-in Capital
                  
                  
                  4,116,807
                  
                  
                  
                  4,116,807Additional Paid-in Capital -
      Warrants (note 13)
                  
                  
                  489,243
                  
                  
                  
                  489,243Subscription
      for Stock
                  
                  
                  8,240
                  
                  
                  
                  8,240Subscription Receivable
      (note 14)
                  
                  
                  (227,540
                  )
                  
                  
                  (227,540
                  )Treasury
      Stock(note 15)
                  
                  
                  (25,234
                  )
                  
                  
                  (25,234
                  )Accumulated
      Other Comprehensive Income
                  
                  
                  187,042
                  
                  
                  
                  163,852Accumulated
      Deficit
                  
                  
                  (5,821,426
                  )
                  
                  
                  (5,818,394
                  )Total
      Stockholders' Deficit
                  
                  
                  (1,268,570
                  )
                  
                  
                  (1,288,728
                  )Total
      Liabilities and Stockholders' Deficit
                  
                  $
                  1,349,979
                  
                  
                  $
                  1,510,988




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




F-3








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Condensed
Consolidated Statements of Operations and Comprehensive Income


For the
Three Months Ended March 31, 2009 and 2008


Unaudited




2009
                
                
                2008Revenue
                
                
                2,581,556
                
                
                
                2,399,402ExpensesCommission
      and agent fees
                
                
                2,069,992
                
                
                
                1,986,185Salaries
      and benefits
                
                
                395,507
                
                
                
                351,256General
      and administrative expenses
                
                
                155,707
                
                
                
                242,224Employee
      stock-based compensation (note 11b)
                
                
                (26,179
                )
                
                
                (268,462
                )Stock-based
      compensation (note 18a, 18b, and 18c(i))
                
                
                (47,768
                )
                
                
                (96,223
                )Stock-based
      compensation (note 18c(ii))
                
                
                (10,970
                )
                
                
                (31,229
                )Stock-based
      compensation for services (note 12)
                
                
                -
                
                
                
                372Occupancy
      costs (note 16)
                
                
                37,283
                
                
                
                39,444Depreciation
      expense
                
                
                6,306
                
                
                
                8,296Total
      Operating Expenses
                
                
                2,579,878
                
                
                
                2,231,863Income
      from Operations
                
                
                1,678
                
                
                
                167,539Other
      ExpensesInterest,
      Finance and Other Expenses
                
                
                (4,710
                )
                
                
                (7,310
                )(Loss)
      Income Before Income Taxes
                
                
                (3,032
                )
                
                
                160,229Provision
      for income taxes (note 17)
                
                
                -
                
                
                
                -Net
      (Loss) Income
                
                
                (3,032
                )
                
                
                160,229Foreign
      Currency Translation Adjustment
                
                
                23,190
                
                
                
                46,079Total
      Comprehensive Income
                
                
                20,158
                
                
                
                206,308Net
      (Loss) Income  per Share - Basic and Diluted During the Period
      (note 19)
                
                
                (0.00
                )
                
                
                0.00Weighted
      Average Number of Shares Outstanding - Basic During the
    Period
                
                
                42,976,548
                
                
                
                38,497,239Weighted
      Average Number of Shares Outstanding - Diluted During the
      Period
                
                
                42,976,548
                
                
                
                44,135,088




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




F-4








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Condensed
Consolidated Statements of Cash Flows


Three
Months Ended March 31, 2009 and 2008


Unaudited




2009
              
              
              2008Cash
      Flows from Operating ActivitiesNet
      (Loss) Income
              
              $
              (3,032
              )
              
              $
              160,229Adjustments
      to reconcile net income (loss) to net cash from operating
      activities:Depreciation
              
              
              6,306
              
              
              
              8,296Stock
      issued for services
              
              
              -
              
              
              
              372Employee
      stock-based compensation
              
              
              (26,179
              )
              
              
              (268,462
              )Stock-based
      compensation accrual
              
              
              (58,738
              )
              
              
              (105,902
              )(Increase)
      decrease in net assets:Referral
      fees held in trust
              
              
              3,022
              
              
              
              27,861Prepaid
      expenses
              
              
              75,436
              
              
              
              34,057Accounts
      payable
              
              
              (130,508
              )
              
              
              (192,059
              )Accrued
      liabilities
              
              
              35,804
              
              
              
              131,643Employee
      tax deduction payable
              
              
              (47,894
              )
              
              
              (36,237
              )Accrued
      legal judgment
              
              
              (2,725
              )
              
              
              (27,548
              )Trust
      liability
              
              
              (3,022
              )
              
              
              (27,861
              )Net
      Cash from Operating Activities
              
              
              (151,530
              )
              
              
              (295,611
              )Cash
      Flows from Investing Activities(Purchase)
      Disposal of equipment, net
              
              
              (1,986
              )
              
              
              5,426Net
      Cash From Investing Activities
              
              
              (1,986
              )
              
              
              5,426Cash
      Flows from Financing ActivitiesRepayments
      of obligations under capital leases
              
              
              (653
              )
              
              
              (766
              )Advances
      from related party
              
              
              70,943
              
              
              
              9,848Decrease
      in bank indebtedness
              
              
              (14,879
              )
              
              
              (5,387
              )Net
      Cash from  Financing Activities
              
              
              55,411
              
              
              
              3,695Net
      Increase (Decrease) in Cash and Cash Equivalents
              
              
              (98,
      105
              )
              
              
              (286,490
              )Foreign
      Exchange on Balances
              
              
              23,053
              
              
              
              46,079Cash
      and Cash Equivalents - Beginning of Period
              
              
              1,262,321
              
              
              
              830,852Cash
      and Cash Equivalents - End of Period
              
              $
              1,187,269
              
              
              $
              590,441Supplemental
      Cash Flow InformationInterest
      paid
              
              $
              4,710
              
              
              $
              2,602Income
      taxes paid
              
              $
              -
              
              
              $
              -


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





F-5








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




1.
            Nature
      of Business and Going Concern




Nature of
Business




MortgageBrokers.com
Holdings, Inc., and Subsidiaries (the “Company”) was organized under the
laws of the State of Delaware on February 6, 2003.




Mortgage
brokerage operations are presently conducted through the Company’s subsidiaries,
Mortgagebrokers.com Inc. (an Ontario, Canada company), MortgageBrokers.com
Financial Group of Companies, Inc.,  MBKR Holdings Inc. and MBKR
Franchising Inc. (Canadian federal companies), in Canada
only.   The planned operations of the Company consist of becoming
a financial services company centered around mortgage finance, brokerage, sales
and consulting in Canada, the United States and the European Union
(“E.U.”).




Going
Concern




The
Company’s consolidated financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. For the period ended March 31,
2009, the Company generated a net loss of $3,032 (2008 a net income of -
$160,229).  Certain conditions noted below raise substantial doubt
about the Company’s ability to continue as a going concern.




The
Company’s ability to continue as a going concern is contingent upon its ability
to secure additional debt or equity financing, continue to grow sales of its
services and achieve profitable operations.  Management’s plan is to
secure additional funds through future debt or equity
financings.  Such financings may not be available or may not be
available on reasonable terms to the Company.  The issuance of
additional equity securities by us could result in a significant dilution in the
equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments.





The
Company has devoted substantially all of its efforts to establishing its current
business. Management continues to develop and execute its business model,
business plans and strategic marketing plans which includes: organization of the
Company and divisions; identification of the Company’s sales channels and
associated supply chain; development of marketing strategic plans and sales
execution strategies; preparation of a financial plan, risk and capital
structure planning models, and mortgage origination ‘book of business’ models;
hiring mortgage sales agents to build its national sales force and continuing to
develop our referral relationship; developing cash flow forecasts and an
operating budget; identifying markets to raise additional equity capital and
debt financing; embarking on research and development activities; performing
employment searches and preparing agent contracts; and, recruiting and hiring
technicians, management and industry specialists.






F-6








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




1.
              Nature
      of Business and Going Concern
(cont'd)


Going
Concern (cont'd)




The
consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.


2.
              Summary
      of Significant Accounting Policies


The
accounting policies of the Company are in accordance with accounting principles
generally accepted in the United States of America, and their basis of
application is consistent. Outlined below are those policies considered
particularly significant:





a)         Interim
Financial Statements





The
accompanying interim unaudited financial information has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although management believes that the disclosures are adequate
to make the information presented not misleading. The interim financial
statements should be read in conjunction with the Company's annual financial
statements, notes and accounting policies included in the Company's annual
report on form 10 K for the year ended December 31, 2008 as filed with the SEC.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, are necessary to present fairly the financial position of
the Company as of March 31, 2009 and the related operating results and cash
flows for the interim period presented have been made. The results of operations
of such interim period are not necessarily indicative of the results of the full
year.





b)       Basis
of Consolidation and Presentation





The
accompanying consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and include the accounts of the Company, its wholly-owned subsidiaries
Mortgagebrokers.com Inc., Mortgagebrokers.com Financial Group of Companies,
Inc., MBKR Holdings, Inc., and MBKR Franchising Inc. All significant
inter-company transactions and balances have been eliminated upon
consolidation.





c)       Cash
and Cash Equivalents





Cash and
cash equivalents consist of cash on account and short-term investments with
remaining maturities at acquisition of three months or less.





d)       Equipment,
net




Equipment
is stated at cost. Depreciation is calculated using the following annual rates
and methods based on the estimated useful lives of the assets:




Furniture
      and equipment
              20%
      decliningComputer
      equipment
              30%
      decliningComputer
      software
              30%
      decliningLeasehold
      improvements
              Over
      the remaining term of the
lease




F-7





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




2.
            Summary
      of Significant Accounting Policies
(cont'd)




e)    Revenue
Recognition




Revenue
consists of mortgage brokerage fees, finders’ fees and insurance commissions.
The revenue from brokerage fees and finders’ fees are recognized upon the
funding of a customer’s mortgage and when the collection is reasonably assured
which typically occurs when the brokerage fee or finders fees from the lender
has been advanced.  Insurance commission revenues are recognized when
collection is reasonably assured which typically occurs when the insurance
commission fees from the insurance provider has been advanced.





f)    Use
of Estimates




Preparation
of financial statements in accordance with accounting principles generally
accepted in the United States of America requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
related notes to financial statements. These estimates are based on management’s
best knowledge of current events and actions the Company may undertake in the
future. Actual results may ultimately differ from estimates, although management
does not believe such changes will materially affect the consolidated financial
statements in any individual year.





g)    Financial
Instruments




In
accordance with Statement of Financial Accounting Standards ("SFAS") SFAS No.
107, "Disclosures About Fair Value of Financial Instruments" ("SFAS No. 107"),
the estimated fair value of financial instruments has been determined by the
Company using available market information and valuation methodologies.
Considerable judgment is required in estimating fair value. Accordingly, the
estimates may not be indicative of the amounts the Company could realize in a
current market exchange. As of March 31, 2009, the carrying value of accounts
payable and accrued liabilities, advances from related party, and all other
current liabilities and long term debt approximate their fair value because of
the limited terms of these instruments.  The Company is exposed to
interest rate risk on its bank loan as the interest charged on the loan
fluctuates with the bank’s prime rate.





In
accordance with Statement of Financial Accounting Standards ("SFAS") SFAS No.
157, “Defining Fair Value Measurement”
  ("SFAS No. 157"), the Company adopted the standard which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles and expands disclosures about fair value
measurements.





h)     Impairment
of Long-lived Assets




In
accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", long-lived assets to be held and used are analyzed for
impairment whenever events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. The Company evaluates whether events
and circumstances have occurred that indicate possible impairment. If there are
indications of impairment, the Company uses future undiscounted cash flows of
the related asset or asset grouping over the remaining life in measuring whether
the assets are recoverable. In the event such cash flows are not expected to be
sufficient to recover the recorded asset values, the assets are written down to
their estimated fair value. Long-lived assets to be disposed of are reported at
the lower of carrying amount or fair value of asset less cost to sell. As
described in note 1, the long-lived assets have been valued on a going concern
basis, however, substantial doubt exists as to the ability of the Company to
continue as a going concern. If the Company ceases operations, the asset values
may be materially impaired.




F-8





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




2.
            Summary
      of Significant Accounting Policies
(cont'd)




i)       Share-based
Payment




The
Company adopted the disclosure requirements of SFAS No. 123R, "Share-Based
Payment" ("SFAS No. 123R") for stock options and similar equity instruments
(collectively, "options") issued to employees. The Company applies the fair
value base method of accounting as prescribed by SFAS No. 123R. Under the fair
value based method, compensation cost is measured at the grant date based on the
value of the award and is recognized over the service period, which is usually
the vesting period. For stock options, the fair value is determined using an
option-pricing model that takes into account the stock price at the grant date,
the exercise price, the expected life of the option, the volatility of the
underlying stock and the expected dividends on it, and the risk-free interest
rate over the expected life of the option.  For restricted stock, the
fair value is determined based on the quoted market price. SFAS No. 123R also
applies to transactions in which an entity issues its equity instruments to
acquire goods or services from non-employees. Those transactions must be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is more reliably measurable,
as described in note 12.




j)        Income
Taxes




The
Company accounts for income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes”. Deferred tax assets and liabilities are recorded for
differences between the consolidated financial statement and tax basis of the
assets and liabilities that will result in taxable or deductible amounts in the
future based on enacted tax laws and rates. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized. Income tax expense is recorded for the amount of income tax payable or
refundable for the period increased or decreased by the change in deferred tax
assets and liabilities during the period.





k)        Earnings
or Loss Per Share




The
Company accounts for earnings per share pursuant to SFAS No. 128, Earnings per
Share, which requires disclosure in the financial statements of basic and
diluted earnings (loss) per share. Basic earnings (loss) per share is computed
by dividing net income (loss) by the weighted average number of common shares
outstanding for the period.  Diluted earnings (loss) per share is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding plus common stock equivalents (if dilutive) related to stock
options and warrants for each period.




l)       Foreign
Currency Translation




The
Company accounts for foreign currency translation pursuant to SFAS No. 52,
“Foreign Currency Translation”. The Company’s functional currency is the
Canadian dollar. All assets and liabilities are translated into United States
dollars using the exchange rates prevailing at the end of the period. Revenues
and expenses are translated using the average exchange rates prevailing
throughout the period.





Unrealized
foreign exchange amounts resulting from translations at different rates
according to their nature are included in accumulated other comprehensive
income.





Realized
foreign currency transaction gains and losses are recognized in
operations.




F-9





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




2.
            Summary
      of Significant Accounting Policies
(cont'd)




m)      Comprehensive
Income or Loss




The
Company adopted SFAS No. 130, “Reporting Comprehensive Income.” SFAS No. 130
establishes standards for reporting and presentation of comprehensive income and
its components in a full set of financial statements. Comprehensive income is
presented in the statements of stockholders’ deficit, and consists of net loss
and unrealized gains (loss) on available for sale marketable securities; foreign
currency translation adjustments and changes in market value of future contracts
that qualify as a hedge; and negative equity adjustments recognized in
accordance with SFAS No. 87. SFAS No. 130 requires only additional disclosures
in the financial statements and does not affect the Company’s financial position
or results of operations.




n)      Concentration
of Credit Risk




SFAS No.
105, “Disclosure of Information About Financial Instruments with Off-Balance
Sheet Risk and Financial Instruments with Concentration of Credit Risk”,
requires disclosure of any significant off-balance sheet risk and credit risk
concentration. The Company does not have significant off-balance sheet risk or
credit concentration.




o)       Recent
Accounting Pronouncements





In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles”.  SFAS No. 162 is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with GAAP for nongovernmental entities. SFAS
No. 162 is effective 60 days following the SEC’s approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles.” Management believes the adoption of this pronouncement will not
have a material impact on the Company’s results of operations, financial
position or cash flows.





F-10



















MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited







3.
            Referral
      Fees Held in Trust and Trust
Liability




Pursuant
to service agreements, a portion of RE/MAX referral fees charged to the Company
will be payable to RE/MAX agents and will be paid into a Registered Retirement
Savings Plan ("RRSP") account on behalf of the respective agent, administered as
the RE/MAX Agent Retirement Plan by Manulife Financial. The aforementioned
referral fees to date have been deposited into a temporary in-trust account that
has signing officers from both the Company & RE/MAX, until the Manulife
Financial administered program is fully established for new entrants to the
program. It is expected that these funds will be deposited into the respective
agents' RRSP’s during 2009.




4.
            Equipment,
      net




Net
      Book
                
                Net
      BookAccumulated
                
                Value March
      31,
                
                Value
      December 31,Cost
                
                Depreciation
                
                2009
                
                2008Furniture
      and equipment
                
                $
                145,494
                
                
                $
                64,314
                
                
                $
                81,180
                
                
                $
                87,936Computer
      equipment
                
                
                26,393
                
                
                
                13,035
                
                
                
                13,358
                
                
                
                12,751Leasehold
      improvements
                
                
                16,368
                
                
                
                5,976
                
                
                
                10,392
                
                
                
                11,497$
                188,255
                
                
                $
                83,325
                
                
                $
                104,930
                
                
                $
                112,184






5.
            Equipment Under Capital
      Leases




March
      31, 2009
                
                
                December
      31, 2008Computer
      equipment
                
                $
                5,655
                
                
                $
                5,819Less:
      accumulated depreciation
                
                
                (3,476
                )
                
                
                (3,395
                )$
                2,179
                
                
                $
                2,424





The
equipment under the capital leases is depreciated on a 30% declining
balance.




6.
            Bank
      Indebtedness




On
November 22, 2005, the Company obtained a line of credit in the amount of
$150,000 CDN. The line of credit bears interest at Royal Bank of Canada's prime
plus 0.5% per annum, and is secured by a general security agreement in all
assets except real property.   On November 20, 2008, the credit
facility was converted to a 24 month term loan whereby the Company pays
principal of CDN $6,250 per month plus interest at the Royal Bank of Canada
prime plus 1.5% per annum.




F-11








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited





7.
            Employee
      Tax Deductions Payable




The
Company is in arrears on the tax withholdings due to Canada Revenue Agency
(“CRA”) related to employee salaries.  The Company has negotiated an
agreement with CRA which, if certain conditions are met, allows the Company to
pay down the balance in monthly payments of $10,000 between February 28, 2008
and June 1, 2009 with the remaining balance due in July, 2009.  In the
event that the Company secures funding, the balance is to be paid off in full
shortly after receipt of the funds. In addition, CRA has registered a
Certificate in the Canadian Federal Court and the Property Register of Ontario
for the amount owing to CRA. These afore-mentioned conditions are related
to paying all ongoing collected employee payroll tax deductions to CRA in a
timely manner on a go forward basis as well as communicating with CRA on a
regular and ongoing basis with respect to the Company’s financial condition via
forwarding copies of our quarterly and year end financial reports as well as
keeping CRA informed with respect to our efforts in securing
financing.  To date, the company has maintained in good standing the
terms of its agreement with CRA.  The liability currently bears interest at
9% annually.




8.
            Accrued
      Legal Judgment




On
October 27, 2006, Trisan Equitable Corporation (“Trisan”) commenced an action in
the Ontario Superior Court in Ontario, Canada against several parties, including
the Company, MortgageBrokers.com Inc (“MBI”), our Ontario subsidiary, and Alex
Haditaghi, our principal shareholder, sole director and chief executive officer,
and several corporate affiliates of Mr. Haditaghi.  The statement of claim
filed by Trisan asserted a number of claims in the aggregate amount of
approximately CDN$1.4 million, arising out of a loan agreement with Trisan dated
January 27, 2005 pursuant to which Trisan agreed to loan all of the defendants
except the Company (such defendants referred to hereinafter as the “Borrowing
Parties”) the sum of CDN$750,000, which funds were to be used by Mr. Haditaghi
for the purpose of acquiring the shares of Magna Data, Inc. (the “Magna Data
Shares”).  Trisan alleged in its statement of claim, among other things,
that:





(i)
            it
      ultimately loaned upwards of CDN$550,000 pursuant to the loan
      agreement,




(ii)
            the
      Magna Data Shares were to be pledged as security for repayment of its loan
      to Haditaghi




(iii)
            it
      was to have been issued, upon certain conditions, upwards of 500,000
      shares of the Company’s common stock,
and




(iv)
            the
      funds advanced to Mr. Haditaghi and/or MBI were never repaid;
      and,




(v)
            Trisan
      obtained security for such repayment of the loan from a number of the
      Borrowing Parties, but not from
MBI.





In
January 2007, the Company and the Borrowing Parties filed a statement of
defense, crossclaim and counterclaim in response to Trisan’s statement of claim,
in which the defendants alleged breach of the loan agreement by
Trisan.





On
October 3, 2007 a partial summary judgment from the Ontario Superior Court
ordered that the Borrowing Parties pay Trisan the sum of CDN$598,636 within 90
days, along with interest in the amount of CDN$136,128 and legal expenses in the
amount of CDN$8,907.  The court further ordered the dismissal of the
counterclaim filed by the Company and the Borrowing Parties and ordered that the
balance of Trisan’s claims contained in its statement of claim should proceed to
trial. The Court further ordered that 500,000 unrestricted shares of the
Company be deposited by the defendants with an escrow agent upon payment of
the above ordered amounts, pending final disposition of Trisan’s other claims
and that costs of the motion for summary judgment be fixed at CDN$5,000 payable
to Trisan within 90 days.  Upon Payment of the judgment amount, the
security provided for the loan would be released.





The
October 3, 2007 partial summary judgment was appealed by the Company and the
Borrowing Parties, but the judgment was upheld on appeal by the Ontario Court of
Appeal on March 31, 2008 with costs for the appeal fixed at CDN$5,000.  The
order bears interest at the rate of 10% per year commencing from the date of the
judgment.  Please see note 18 for further details.





No
decision has yet been made as to allocation of liability for the judgment among
the Borrowing Parties.





As at
March 31, 2009, $594,089 (CDN$748,671) plus interest of $92,080 (CDN$116,039)
was accrued by the Company.




9.
            Advances
      from Related Party




As of
March 31, 2009, the controlling shareholder and Chief Executive Officer of the
Company had advanced $200,368 (December 31, 2008 - $129,425) to fund the working
capital of the Company. The advances are unsecured, non-interest bearing, with
$155,368 due on demand, $25,000 due in 2010, and $20,000 due in
2011.


F-12





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited


10.
              Obligation
      Under Capital Leases


The
obligation under capital leases bear interest at approximately 30% per annum.
Future minimum lease payments under the capital leases expiring December 31,
2009 together with the balance of the obligation under capital leases is as
follows:





March
      31,2009
                  
                  
                  December
      31, 20082009
                  
                  
                  1,094
                  
                  
                  
                  2,212Total
      minimum lease payments
                  
                  
                  1,094
                  
                  
                  
                  2,212Less:
      amount representing interest at approx. 30%
                  
                  
                  (123
                  )
                  
                  
                  (588
                  )Total
      obligation under capital leases
                  
                  
                  971
                  
                  
                  
                  1,624Less:
      current portion
                  
                  
                  (971
                  )
                  
                  
                  (1,624
                  )Long-term
      portion
                  
                  $
                  -
                  
                  
                  
                  -




11.
                Stock-based
      Compensation Accrual


The
Company has accrued expenses for stock-based compensation:




a)
            As
      of March 31, 2009, the Company has accrued, as stock-based compensation
      payable, 509,867 (December 31, 2008 – 377,838) common shares at a price of
      $0.06 (December 31, 2008 - $0.11) per share for a total of $30,592
      (December 31, 2008 - $41,562) payable to the parties referred to in note
      18c (ii).




b)
            As
      of March 31, 2009, the Company has accrued, as employee stock-based
      compensation, $117,600      (December 31,
      2008 - $143,779) under its Equity Compensation Plan referred to in note
      12.





c)
            As
      of March 31, 2009, the Company has accrued, as stock-based compensation,
      1,283,321 (December 31, 2008 – 1,134,242) common shares at a price of
      $0.06 (December 31, 2008 - $0.11) per share for a total of $76,999
      (December 31, 2008 - $124,767) payable to the parties referred to in note
      18a, 18b, and 18c (i).




12.
                  Capital
      Stock


Preferred
Stock




The
Company has 5,000,000 shares authorized of preferred stock with a par value of
$0.0001. The Company has issued none of these shares as of March 31,
2009.




Common
Stock




On June
9, 2006, the Company completed an offering in which it issued a total of
2,112,470 shares of its common stock to accredited investors including RE/MAX
Ontario-Atlantic Canada Inc., its executives and franchisees, at a price per
unit of $1.00 for an aggregate offering price of $2,112,470. Purchasers of these
securities receive the following additional rights and privileges:




i)
            the
      purchaser received a warrant (1 warrant = 1 share) to further purchase up
      to the total number of shares of common stock purchased through the
      private placement exercisable at a rate of 20% each year following the
      anniversary date of the private placement closure. The warrants are
      exercisable at a price 30% below the 30 day fair market price preceding
      the date such warrants are exercised. Warrants expire if not exercised
      within 30 days of such anniversary date;
and




F-13





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




The
following summarizes the warrants issued, outstanding, exercisable, expired and
exercised related to the company’s private placement that closed on June 9,
2006:





March
      31,
                      2009
                    
                    March  31,
                      2008Number
      of Warrants Outstandingat
      Beginning of Period:
                    
                    
                    1,267,482
                    
                    1,682,976Number
      of Warrants Exercised:
                    
                    
                    -
                    
                    -Warrants
      Expired:
                    
                    
                    -
                    
                    -Number
      of Warrants Outstanding and Exercisable at End of Period:
                    
                    
                    1,267,482
                    
                    1,682,976








ii)
            further,
      pursuant to the execution of a service level agreement, on the anniversary
      date of the private placement closure, the Company has agreed to issue a
      number of shares of common stock equal to 25% of the number of common
      shares purchased in the private placement for ten consecutive anniversary
      dates. The receipt of such shares is dependent on the execution and
      maintenance in good standing of the terms of a service level agreement for
      each of the ten years. The service level agreement included the provisions
      of marketing, servicing and promotional
  services.




The
following is a summary of stock-based compensation issuances associated with our
January 30, 2006 agreement with RE/MAX which was modified on May 25,
2006:


YEAR
                  Date
      of Issue
                  
                  Anniversary
                    Stock
      Issued
                  
                  
                  Price
                  
                  
                  Value2007
                  July
      7, 2007
                  
                  
                  478,000
                  
                  
                  $
                  0.42
                  
                  
                  $
                  200,7602008
                  September
      11, 2008
                  
                  
                  490,500
                  
                  
                  $
                  0.11
                  
                  
                  $
                  53,955Subtotal
                  
                  
                  
                  968,500




Based
upon the sale of 2,112,470 shares in our placement which closed on June 9, 2006,
and pursuant to the January 30, 2006 agreement with RE/MAX which was modified on
May 25, 2006, a maximum number of 528,117 shares could be issued each
anniversary of the placement closing date for a total of 5,281,170 shares over
10 years.  As at March 31, 2009, the Company has issued 968,500 of
these common shares.  The issuance of the anniversary shares is
subject to the good standing of the RE/MAX January 30, 2006 and amended May 25,
2006 agreements for RE/MAX affiliates as well as the continued good standing of
a one year renewable service level agreement for the RE/MAX
Franchisee.




The
potential issuance of the shares to the June 9, 2006 private placement offering
participants is accrued for quarterly and issued annually.  The annual
issuances are recorded at the market value of the share on the date of
issuance.





On July
7, 2007, the Company issued 125,000 restricted (Rule 144) common shares at
a price of $1 per share and having similar rights and obligations pursuant to
the terms of the 2006 Private Placement offered to executives and franchisees of
RE/MAX Ontario-Atlantic Canada Inc.  These shares rights were assigned
to the new subscribers by the initial subscribers of the 2006 PPM. These
shares were issued in anticipation of the initial participants shares being
cancelled. The shares were issued at $1.00 per share, the offered price in
the private placement which closed on June 9, 2006.




Equity
Compensation Plan




On
February 6, 2003 and as amended on February 14, 2003, the Company adopted the
2003 Equity Compensation Plan to attract and retain high quality personnel.
The adequacy of this plan is evaluated annually by Company management. As
of March 31, 2009, no options had been issued under this plan. The
disclosures made in the 2005 Audited Financial Statements (10-KSB - Item
10. Executive Compensation) and the `Amendment to License Agreement
between RE/MAX and Mortgagebrokers.com Holding Inc.' dated May 25, 2006
(8-K - Schedule `A' 1. Outstanding Options) documenting the equity
compensation of employees has not been implemented as of May 15, 2009. The
Company is currently in the process of amending the existing employment
agreements which are expected to be executed in 2009. Until the new employment
contracts have been formally and legally executed, the existing employment
contracts of the Company are still in effect.




F-14





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




12.
                    Capital
      Stock (cont'd)


Service
Compensation Plan




On March
1, 2005 the Board of Directors approved the Service Compensation Plan ("the
Service Plan"), the purpose of which is to enhance the Company’s stockholder
value and maximize the available capital resources of the company through
allowing non monetary transactions whereby the issuance of stock is granted for
services rendered. This program is expected to support the Company in building a
long term sustainable revenue pipeline, a national sales agency and referral
program as well as provide incentive to service providers to establish long term
relationships with the Company and to encourage stock ownership by such
individuals by providing them with a means to acquire a proprietary interest in
the Company’s success through stock ownership. Under the Service Plan, service
providers, consultants, mortgage agents and strategic alliance partners who
provide services to the Company may be granted options or warrants to acquire
restricted stock of the Company. The total number of shares reserved for
issuance under the Service Plan is 5,000,000, the adequacy of which will be
evaluated annually.






F-15








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited





13.
                    Additional
      Paid-in Capital -
Warrants







On June
9, 2006, accredited investors including RE/MAX Ontario-Atlantic Canada Inc., its
executives and franchisees purchased 2,112,470 units of the Company for
aggregate proceeds of $2,112,470 as a part of private placement (note 12). Each
unit consisted of one common share and one common share purchase warrant. The
warrants are exercisable at a price 30% below the 30 day fair market price
preceding the date such warrants are exercised. One-fifth of such warrants must
be exercised (executed to purchase shares) within 30 days following each
successive anniversary date of the private placement closing of the offering.
Warrants expire if not exercised within 30 days of such anniversary date. The
warrants were relatively valued at $732,605. The fair value of the warrants was
estimated using the Black-Scholes option-pricing model with the following
weighted average assumptions: expected dividend yield of 0%, expected stock
volatility of 64.7%, risk-free interest rate of 4.00% and an expected warrant
life of 1 year.  The expiry date of the warrants was extended for the
first year only, to September 30, 2007.  As of March 31, 2009, 233,078
of the warrants were exercised at an average price of $0.28.  As of
March 31, 2009, 611,910 warrants expired, 233,078 warrants were exercised and
1,267,482 warrants remain outstanding and exercisable.




14.
                    Subscription
      Receivable







On June
9, 2006, the Company completed an offering in which it issued a total of
2,112,470 shares of its common stock to accredited investors including
executives and franchisees of RE/MAX Ontario-Atlantic Canada Inc., at a price
per unit of $1.00 for an aggregate offering price of $2,112,470. Payment of
$1,870,169 was received during the year ended December 31, 2006 and promissory
notes were executed for the balance of $242,301.  As of March 31,
2009, $155,000 of the original promissory notes remains
outstanding.  Due to the lack of fulfilling the terms of the
promissory notes, two of the original participants’ shares, for a total of
125,000 shares, are in the process of being cancelled.  As of March
31, 2009 two new participants subscribed for 125,000 shares under the private
placement and as of March 31, 2009, $60,000 of the new participants’ promissory
notes have been paid and $65,000 remains outstanding.  In addition, as
of March 31, 2009, 233,078 warrants issued under the private placement were
exercised for a total value of $64,786, see note 13.  During the
fourth quarter of 2008, the Company issued 197,078 shares in relation to the
warrants exercised and paid. The un-issued warrants exercised are included in
subscription for stock in the equity section of the balance sheet.  As
of March 31, 2009, $7,540 receivable on the exercise of the warrants was
outstanding and is included in subscriptions receivable in the equity section of
the balance sheet.  The shares underlying some of the warrants
exercised have not been issued to date due to non receipt of payment from the
exerciser of the warrant.


15.
                      Treasury
      Stock







During
2007, the Company acquired 12,500 common shares of the Company, on the open
market, at an average price of $0.60 per share for a total of
$7,455.  In 2006, the Company acquired 31,600 common shares of the
Company, on the open market, at an average value of $0.56 per common share, for
a total of $17,779.




16.
                      Occupancy
      Costs - Related
Party







For the
period of September 2006 to March 2007, the Company operated from a property
owned by a related party and did not incur any rent expenses during this
period.  The estimated value of this un-incurred rent expense is
$2,500 per month during the rent free period.  The estimated amount is
based on the cost of renting a similar sized property in the surrounding
area.





On August
1, 2007, the Company’s current office space was sold to a related party of the
Chief Executive Officer, the Company`s majority shareholder. The Company’s lease
agreement obligation was extended from two to five years.  Please see
note 18 for further details.




F-16





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited







17.
            Income
      Taxes




The
Company has paid no federal or state income taxes. As of March 31, 2009, the
Company had net operating loss carry forwards for federal income tax reporting
purposes of $3,513,485 which, if unused, will expire in various years. The tax
effect of the operating loss carry forwards and temporary differences at March
31, 2009 and 2008 are as follows:





2009
                    
                    
                    2008Deferred
      Income Tax Assets:Net
      Operating loss carry forward
                    
                    $
                    1,194,585
                    
                    
                    $
                    1,301,835Net
      book value and tax value differences
                    
                    
                    (35,434
                    )
                    
                    
                    (35,434
                    )Valuation
      allowance for deferred income tax assets
                    
                    
                    (1,159,151
                    )
                    
                    
                    (1,266,401
                    )Total
      deferred tax effect
                    
                    $
                    -
                    
                    
                    $
                    -




The
following is a reconciliation of the income tax benefit computed using the
combined Canadian federal and provincial statutory rate of 34% (2008 - 34%) rate
to the provision for income taxes:





2009
                  
                  
                  2008Deferred
      Tax Provision:Expected
      income tax benefit (expense)
                  
                  $
                  1,031
                  
                  
                  $
                  (54,478
                  )Stock
      based compensation
                  
                  
                  28,872
                  
                  
                  
                  134,484Valuation
      allowance
                  
                  
                  (29,903
                  )
                  
                  
                  (80,006
                  )Provision
      for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -Current
      Tax Provision:Federal
      and Provincial income tax
                  
                  $
                  -
                  
                  
                  $
                  -




Due to
the losses incurred since inception and expected future operating results,
management has determined that the Company does not meet the 'more likely than
not' criteria that the deferred tax assets resulting from the tax losses
available for carry forward and the differences in tax bases of assets will be
realized through the reduction of future income tax payments, accordingly a 100%
valuation allowance has been recorded for deferred income tax
assets.




F-17





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




18.
            Commitments
      and Contingencies




Commitments




The
Company has entered into agreements with various parties, whereby the Company is
committed to issue compensatory warrants and stock as part of the “Service
Compensation Plan” to mortgage agents and strategic alliance
partners.




The
effective date (“Effective Date”), when mentioned below, is the date the
independent mortgage agent entered into a Mortgage Agent Agreement with the
Company; or, is the date the RE/MAX Ontario-Atlantic Canada Inc. (“RE/MAX”) or
Maxwell Realty Inc. (“Maxwell”) Franchisee entered into a Service Level
Agreement with the Company and is also the date that the strike price (“Strike
Price”) of the warrants is established. The strike price is the greater of $1
per share or the twenty day average closing price following the Effective
Date.




Since the
conversion ratio of dollar value of warrants into shares is fixed, but the share
price fluctuates, the accrual to expense the value of the warrants earned by the
mortgage agents and strategic alliance partners will fluctuate with the share
price at the end of each period.




The
Company has entered into agreements with the following parties:




a)         Independent
Mortgage Agents/Loan Officers




Pursuant
to a 5 year Mortgage Agent Agreement, the Company is committed to issuing
warrants, at no cost, for common stock of the Company in two series to mortgage
agents licensed with the Company based on their annual mortgage origination
sales volume, which are summarized as follows based on current
formulae:




Series I
Warrants




“Average
      Volume”:
            defined
      as the average best three out of five years in funded mortgage origination
      volume




Number
      of Warrants:
            $8,257
      worth of warrants divided by the Strike Price, per CDN $10 million in
      Average Volume, adjusted on a pro rata basis, no minimum or maximum
      thresholds. The warrants are convertible in common shares on a 1:1
      basis.




Earnings
      Period:
            Series
      I warrants are earned in the first 5 years following the Effective
      Date;




Additional
      Vestment:
            all
      SERIES I warrants are fully vested on the 5th anniversary of the Effective
      DateDetermination
      Date:
            5
      year anniversary of Effective Date






F-18





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




18.
            Commitments
      and Contingencies (cont'd)




Commitments
(cont’d)




a)    Independent
Mortgage Agents/Loan Officers (cont'd)




Series II
Warrants




“Annual
      Volume”:
            defined
      as the total mortgage origination volume executed per 12 month period
      following the Effective Date and subsequent 12 month periods following the
      anniversary dates of the Effective
Date




Number
      of Warrants:
            $1,651
      worth of warrants divided by the Strike Price per CDN $10 million in
      Annual Volume, adjusted on a pro rata basis, no minimum or maximum
      thresholds. The warrants are convertible in common shares on a 1:1
      basis.




Earnings
      Period:
            Series
      II warrants are earned in the first 5 years following the Effective
      Date




Additional
      Vestment:
            All
      SERIES II Warrants fully vest 3 years following the Determination
      Date




Determination
      Date:
            The
      Annual Volume is determined on the fifth year anniversary of the Effective
      Date




b)    Maxwell
Realty Inc.




Per a
three year renewable agreement dated April 12, 2006 and pursuant to the
execution of a service level agreement by the Maxwell Franchisee, the Company is
committed to issuing to Maxwell at no cost, warrants for common stock of the
Company based on referrals leading to funded mortgage origination volume. The
Maxwell Warrant-Based Compensation Program, which issue warrants (“SERIES III
Warrants”) that are divided amongst the Maxwell Franchisor, Franchisee and
referring Sales Agent.




Annual
      Volume:
            defined
      as the total funded mortgage origination volume from Maxwell lead referral
      executed per 12 month period following the Effective Date and subsequent
      12 month periods following the anniversary dates of the Effective
      Date




Number
      of Warrants:
            $3,000
      worth of warrants divided by the Strike Price per CDN $10 million in
      Annual Volume, adjusted on a pro rata basis, no minimum or maximum
      thresholds. The warrants are convertible in common shares on a 1:1
      basis.




Earnings
      Period:
            Series
      III warrants are earned in the first 5 years following the Effective
      DateAdditional
      Vestment:
            SERIES
      III warrants are fully vested on the fifth anniversary of the Effective
      Date




F-19





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited





18.
            Commitments
      and Contingencies (cont'd)




Commitments
(cont’d)




c)    RE/MAX




i)
            Pursuant
      to a ten year licensing agreement dated January 30, 2006 and amended May
      25, 2006, and pursuant to the execution of a one year renewable service
      level agreement by the RE/MAX Franchisee, the Company is committed to
      issuing to RE/MAX at no cost, warrants for common stock of the Company
      based on referrals leading to funded mortgage origination volume. The
      RE/MAX Warrant-Based Compensation Program issues warrants (“SERIES IV
      Warrants”) as follows based on current
formulae:




Annual
      Volume:
            defined
      as the total funded mortgage origination volume from RE/MAX lead referral
      executed per 12 month period following the Effective Date and subsequent
      12 month periods following the anniversary dates of the Effective
      Date




Number
      of Warrants:
            $3,000
      worth of warrants divided by the Strike Price per $10 million dollars CDN
      in Annual Volume, adjusted on a pro rata basis, no minimum or maximum
      thresholds. The warrants are convertible in common shares on a 1:1
      basis.




Earnings
      Period:
            Series
      IV warrants are earned in the first 3 years following the Effective
      Date




Additional
      Vestment:
            SERIES
      IV warrants are fully vested on the 5th anniversary of the Effective
      Date




ii)
            Pursuant
      to the ten year licensing agreement dated January 30, 2006 and amended May
      25, 2006, the Company has committed to issuing, at no cost, an aggregate
      of 528,118 common shares of the Company on each of the 10 year anniversary
      dates of the licensing agreement to those RE/MAX executives and
      franchisees that participated in the company’s private placement which
      closed on June 9, 2006.




d)    The
Company has signed lease agreements for computer and office equipment. Committed
annual payments are as follows:




2009
                  
                  $
                  5,5552010
                  
                  $
                  4,7492011
                  
                  $
                  3,3812012
                  
                  $
                  2,990




e)    On
February 8, 2007, the Company entered into a lease to rent office space in
Calgary, Alberta, Canada for maintaining the Company's western Canada
operations. The agreement is effective commencing May 1, 2007 for a five year
term.




Annual
minimum lease payments (excluding utilities, taxes and common area maintenance
expenses) are as follows:




2009
                  
                  $
                  7,1942010
                  
                  $
                  7,1942011
                  
                  $
                  8,6332012
                  
                  $
                  2,878




F-20





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


Notes to
the Condensed Consolidated Financial Statements


March 31,
2009


Unaudited




18.
              Commitments
      and Contingencies (cont'd)






Commitments (cont’d)




f)    On
March 27, 2007, the Company entered into a lease to rent office space in
Concord, Ontario, Canada for maintaining the Company's Canadian head office. The
agreement was effective commencing April 1, 2007 for a two year
term.




The
Company had the option to renew this lease, for amounts to be determined, for
two additional one year terms. The Company also had the option to purchase the
office space, by May 31, 2007, for $986,815.  The Company did not
exercise its option to purchase the office space.  On August 1, 2007
the office space was sold to a related party of the CEO and majority shareholder
(note 16) and the lease commitment period was extended from 2 to 5 years on
similar terms and conditions as was originally negotiated with a third
party.




Annual
minimum lease payments (excluding utilities, taxes and common area maintenance
expenses) are as follows:




2009
                  
                  $
                  86,5092010
                  
                  $
                  86,5092011
                  
                  $
                  86,5092012
                  
                  $
                  50,463




Contingencies




Note 8
describes a series of events which results in a continuing legal matter. 
Given that the judgment further allows additional matters in the original
Statement of Claim to proceed to trial the Company may incur additional costs
and liabilities.  An estimate of the contingent liability to which the
Company is party to by way of this continued action cannot reasonably be
determined at this time and could be as much as the difference between partial
summary judgment and the original claim amount plus
interest.





The
Company is party to various other claims and proceedings arising in the normal
course of business.  Management does not expect the disposition of
these matters to have a material adverse effect on the Company’s results of
operations or financial condition.





19.
            Earnings
      or Loss Per Share




Basic
earnings per shares (EPS) and Diluted EPS for the periods ended March 31, 2009
and 2008 have been computed by dividing the net income or loss available to
common stockholders for each respective period by the weighted average shares
outstanding during that period.  All outstanding warrants and
non-vested restricted stock, representing approximately 5,030,664 incremental
shares, have not been included in the March 31, 2009 computations of Diluted EPS
as they are anti-dilutive due to the loss generated.  All outstanding
warrants and non-vested restricted stock, representing approximately 5,637,849
incremental shares, have been included in the March 31, 2008 computations of
Diluted EPS as they are dilutive due to the income generated.




20.
            Comparative
      Figures




Certain
figures for the previous period have been reclassified to conform to the current
period’s financial statement presentation.






F-21