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 JUNE 30, 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  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 August 14, 2009Common
      Stock, $.0001 par value
              
              42,976,548








TABLE
OF CONTENTS
  PART
I-- FINANCIAL INFORMATION
 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 six months ended June 30, 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-20.
  
 1




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 June 30, 2009 and 2008. The following information should
be read in conjunction with the consolidated financial statements for the
periods ending June 30, 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
June 30, 2009, we had 412 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 2% increase over that of the same
period in 2008.
  As at June 30, 2009, our Company had 15 full-time employees and 1 full-time
contract staff for a total of 16 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 endedJune 30, 2009Compared toThree months endedJune30, 2008
  Gross
revenue in our first quarter in 2009 increased by 9% from that of 2008 to
$4,415,746, which was directly related to increasing the number of sales agency
mortgage agents by 2%, supporting our existing agent sales force to increase
productivity and negotiating better lender commissions.
  The
Company’s operating expenses increased in the second quarter of 2009 by 14% over
the same period in 2008 to $4,335,166 as we built our growing
business. The consolidated comparative increase is affected in a small part
due to a 5.5 % decrease in value of the Canadian dollar (where all of our
operations take place) as compared to the United States dollar (what we report
in for filing purposes) between our second 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
      in part to a 50 % decrease in our stock price between reporting periods,
      the Company reported charges for accruals in employee stock-based
      compensation accrued during the reporting period of only
      $4,983.  Due to decreases in our stock price between reporting
      periods, the Company reported negative charges reversing accruals for
      services associated with our agents, strategic alliances and consultants
      of a combined $1,578 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 0.15% of the
      reported total operating expenses and the net sum increased our reported
      Net Income 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.


2




·
              85%
      of the operating expenses in the reporting period were associated with
      agent commissions.  Reported agent commission fees as a percent
      of revenues increased by 1% from the second quarter 2008 as compared to
      that of 2009 likely associated with changes in the foreign exchange rate
      between the periods as well as a nominal increase in our mortgage
      origination volumes between the
periods.
  ·
              10%
      of the operating expenses in the reporting period were associated with
      salaries and benefits. Salaries and benefits increased by 22% from
      the second quarter 2008 as compared to that of 2009 as we invested into
      hiring a more seasoned sales management
team.
  ·
              5%
      of our operating expenses in the reporting period were associated with
      general and administrative expenses. General and administrative
      expenses increased 9% from the second quarter 2008 as compared to that of
      2009 to $197,771 which increase was likely associated with the increased
      costs of running our growing
business.
  ·
              Occupancy
      costs this period were relatively flat compared to 2008 wherein they
      decreased 10% from the second quarter 2008 to $32,837 in the first six
      months of 2009 likely associated with changes in the foreign exchange
      rate between the periods as these costs are relatively fixed long term
      contractual arrangements.
  Sixmonths endedJune 30, 2009Compared toSixmonths endedJune30, 2008
  Gross
revenue in our first six months ending June 30, 2009 increased by 9%
from that of 2008 to $6,997,302, which was directly related to increasing the
number of sales agency mortgage agents by 2%, supporting our existing agent
sales force to increase productivity and negotiating better lender
commissions.
  The
Company’s operating expenses increased in our first six months ending June
30, 2009 by 14% over the same period in 2008 to $6,915,043 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 six months ending June 30, 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 a 50 % 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
      $21,196. The Company also reported negative charges reversing
      accruals for services associated with our agents, strategic alliances and
      consultants of a combined $60,316. 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 1% of the reported total operating expenses and increased
      our reported Net Income 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.
  ·
              83%
      of the operating expenses in the reporting period were associated with
      agent commissions.  Reported agent commission fees as a percent
      of revenues decreased by 1% from the first quarter 2008 as compared to
      that of 2008 likely associated, in part, with changes in the foreign
      exchange rate between the periods.
  ·
              12%
      of the operating expenses in the reporting period were associated with
      salaries and benefits. Salaries and benefits increased by 17% from
      our first six months ending June 30, 2008 as compared to that of 2009
      as we invested into hiring a more seasoned sales management
      team.
  ·
              5%
      of the operating expenses in the reporting period were associated with
      general and administrative expenses. General and administrative
      expenses decreased by 16% from our first six months ending June 30,
      2008 as compared to that of 2009 as we reduced travel expenses and reduced
      telephone expenses through long distance plans, and had a reduction in
      professional fees.
  ·
              Reported
      occupancy costs this period were relatively flat compared to 2008 wherein
      they decreased 7% from our first six months ending June 30, 2008 to
      $70,120 in the first six months of 2009 likely associated with changes in
      the foreign exchange rate between the
periods.
  Liquidity
and Capital Resources
  As at
June 30, 2009, we had $1,452,785 in cash; $17,501 of referral fees held in trust
(which are awaiting completion of administrative processes to distribute the
fees to referral source agents), $71,759 in prepaid expenses, $111,373 in
equipment and equipment under capital leases for a total of $1,653,418 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
assets.


3




As at
June 30, 2009, we had $2,445,231 in accounts payable and accrued liabilities,
$121,180 in loans payable to a related party, $228,595 in accrued stock-based
compensation, $91,398 in bank indebtedness related to an unsecured term loan,
$17,501 in trust liability associated with agent referral commissions payable
awaiting transfer pending the completion of associated administration, capital
lease obligations of $453 for a total of $2,904,358 in
liabilities. Comparatively as at December 31, 2008 at the beginning of the
reporting period, the Company had $2,223,326 in accounts payable and accrued
liabilities, $129,425 in loans payable to a related party, $310,108 in accrued
stock-based compensation, $117,385 in bank indebtedness related to an unsecured
term loan, $17,848 in trust liability associated with agent referral commissions
payable awaiting transfer pending the completion of associated administration,
capital lease obligations of $1,624 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 nominally increased by 15% over the reporting period
      during the Company’s seasonally slowest half of the year.  This
      increase was related to increasing the number of sales agency mortgage
      agents by 2%, supporting our existing agent sales force to increase
      productivity and negotiating better lender
  commissions.
  ·
              Accounts
      payable nominally increased by 10% over the reporting period to
      $2,445,231.  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.  Other items that make up this amount include accrued
      liabilities related to services received but not invoiced as of June 30,
      2009 and employee vacation accrual, $237,654 in employee tax deductions
      payable (see discussion below), and $743,836 in accrued expenses
      associated with a legal judgment (see discussion Part II, Item
      1).  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 $237,654.  The Company has negotiated an agreement with
      CRA which, if certain conditions are met (remaining current with existing
      payroll tax submissions and regular reporting), allows the Company to pay
      down the balance in monthly instalments, which are currently $5,000 per
      month through to October, 2009 and then to continue to pay monthly
      instalments of $10,000 until such time as the company is able to pay the
      balance to CRA in a lump sum payment.  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.
  ·
              Bank
      indebtedness decreased by 22% as the Company continues to pay down our
      loan facility with a lender.
  The
Company reported a Net Income from operations for the second quarter of
2009.  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, or experience a prolonged market down turn, 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.
  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.
  4




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
11 to the financial statements.
  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 June 30, 2009, the Company incurred a Net Income of $82,770
(as compared to Q2 2009, a Net Income of $216,181). 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
  Disclosure
controls and procedures
 
 Our
management evaluated, with the participation of our Chief Executive Officer and
Chief Financial and Accounting Officer, the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this
Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief
Financial and Accounting Officer have concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end
of such period, are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.
 5




There
have been no significant changes in our internal controls over financial
reporting during the second quarter ended June 30, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.
 
 This
Quarterly Report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Quarterly Report.
 
 Management
Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Exchange Act. Those rules define internal control over
financial reporting as a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures
that:
 
 •
      Pertain to the maintenance of records that in reasonable detail accurately
      and fairly reflect the transactions and dispositions of the assets of the
      company;
 
 •
      Provide reasonable assurance that transactions are recorded as necessary
      to permit preparation of financial statements in accordance with generally
      accepted accounting principles, and the receipts and expenditures of the
      company are being made only in accordance with authorizations of
      management and directors of the Company;
and
 
 •
      Provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisitions, use or disposition of the company's assets that
      could have a material effect on the financial
  statements.
 
 Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
 
 Management
assessed the effectiveness of our internal control over financial reporting as
of June 30, 2009. In making this assessment, our management used the criteria
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
   6




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 MortgageBrokers.com Holdings, Inc. (the ``Company``)  its
subsidiary MortgageBrokers.com Inc., and Alex Haditaghi, our principal
shareholder, sole director and chief executive officer.  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.  In January 2007, we filed a statement of
defence, cross claim and counter claim in response to Trisan`s statement of
claim.  On October 3, 2007, a partial summary judgment from the
Ontario Superior Court was awarded to Trisan regarding the matter in an
aggregate amount of CDN$748,671 plus 500,000 shares of our common
stock.  The October 3, 2007 partial summary judgment was appealed by
us but the judgment was upheld on appeal by the Ontario Court of Appeal on March
31, 2008.




Our
balance sheet as at June 30, 2009, reflects an accrual of $644,018 (CDN$748,671)
plus interest of $99,818 (CDN$116,039) related to the Trisan legal
judgment.




On July
8, 2009, a full and final settlement agreement was executed between Trisan and
the defendants including MortgageBrokers.com Holdings, Inc. and its subsidiary,
MortgageBrokers.com Inc., regarding the prior summary judgment awarded to Trisan
and all outstanding and related matters.  The Agreement provides for a
mutual final and full release and discharge regarding for the company and our
subsidiaries for all matters up to and including July 8, 2009 related to the
original claim and action, counterclaim, judgment, and appeal between Trisan and
the Company and it’s subsidiaries.  The Trisan settlement agreement
required a third party company, of which our Chief Executive Officer is a
related party, to be encumbered with a financial arrangement.




The
settlement agreement does not provide for the payment of any monies, the
creation of any obligations or any encumbrances in favor of Trisan, by or upon
Mortgagebrokers.com Holdings Inc. or its subsidiary MortgageBrokers.com Inc.
other than the release of 500,000 shares of Mortgagebrokers.com Holdings Inc.
common stock which were issued in 2006 to Trisan related parties in
escrow.




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




On May
22, 2009, the Company filed a Form 8K disclosing the provision of notice to
RE/MAX Ontario-Atlantic Canada Inc. (“RE/MAX”) to terminate its agreement with
RE/MAX on June 12, 2009 in accordance with the provisions of the
agreement. The agreement was originally executed on January 31, 2006 and
thereafter amended on May 25, 2006.




7






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:
August 14, 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
                August 14,
      2009Alex
      Haditaghi




MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES
                
                
                CONDENSED
      CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                
                
                JUNE
      30, 2009 AND 2008
                
                
                UNAUDITED











MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 
  CONDENSED
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
  JUNE 30,
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
      - F20











MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Condensed
Consolidated Balance Sheets
 June 30,
2009 and December 31, 2008
  2009
      (Unaudited)
                  
                  
                  2008
      (Audited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                  
                  $
                  1,452,785
                  
                  
                  $
                  1,262,321Referral
      fees held in trust – restricted (note 3)
                  
                  
                  17,501
                  
                  
                  
                  17,848Prepaid
      expenses
                  
                  
                  71,759
                  
                  
                  
                  116,211Total
      Current Assets
                  
                  
                  1,542,045
                  
                  
                  
                  1,396,380Equipment, net (note
      4)
                  
                  
                  109,203
                  
                  
                  
                  112,184Equipment Under Capital
      Leases (note 5)
                  
                  
                  2,170
                  
                  
                  
                  2,424Total
      Assets
                  
                  $
                  1,653,418
                  
                  
                  $
                  1,510,988LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesBank
      indebtedness – current portion (note 6)
                  
                  $
                  64,516
                  
                  
                  $
                  61,244Accounts
      payable and accrued liabilities(note 7)
                  
                  
                  2,445,231
                  
                  
                  
                  2,223,326Advances
      from related party – current portion (note 8)
                  
                  
                  76,180
                  
                  
                  
                  84,425Trust
      liability (note 3)
                  
                  
                  17,501
                  
                  
                  
                  17,848Obligation
      under capital leases - current portion (note 9)
                  
                  
                  453
                  
                  
                  
                  1,624Stock-based
      compensation accrual - current portion (note 10a)
                  
                  
                  32,095
                  
                  
                  
                  41,562Employee
      stock-based compensation accrual (note 10b)
                  
                  
                  122,583
                  
                  
                  
                  143,779Total
      Current Liabilities
                  
                  
                  2,758,559
                  
                  
                  
                  2,573,808Bank Indebtedness(note
      6)
                  
                  
                  26,882
                  
                  
                  
                  56,141Advances from related party(note 8)
                  
                  
                  45,000
                  
                  
                  
                  45,000Stock-based Compensation
      Accrual (note 10c)
                  
                  
                  73,917
                  
                  
                  
                  124,767Total
      Liabilities
                  
                  
                  2,904,358
                  
                  
                  
                  2,799,716Commitments and
      Contingencies (note 17)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
      11)
                  
                  
                  4,298
                  
                  
                  
                  4,298Additional
      Paid-in Capital
                  
                  
                  4,116,807
                  
                  
                  
                  4,116,807Additional Paid-in Capital -
      Warrants (note 12)
                  
                  
                  489,243
                  
                  
                  
                  489,243Subscription
      for Stock
                  
                  
                  8,240
                  
                  
                  
                  8,240Subscription Receivable
      (note 13)
                  
                  
                  (227,540
                  )
                  
                  
                  (227,540
                  )Treasury
      Stock(note 14)
                  
                  
                  (25,234
                  )
                  
                  
                  (25,234
                  )Accumulated
      Other Comprehensive Income
                  
                  
                  121,901
                  
                  
                  
                  163,852Accumulated
      Deficit
                  
                  
                  (5,738,655
                  )
                  
                  
                  (5,818,394
                  )Total
      Stockholders' Deficit
                  
                  
                  (1,250,940
                  )
                  
                  
                  (1,288,728
                  )Total
      Liabilities and Stockholders' Deficit
                  
                  $
                  1,653,418
                  
                  
                  $
                  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
(Loss)
 For the
Three and Six Months Ended June 30, 2009 and 2008
 Unaudited
 
 Six
                    Months
                    Ended
                    2009
                  
                  
                  Six
      Months
                    Ended
                    2008
                  
                  
                  Three
                    Months
                    Ended
                    2009
                  
                  
                  Three
                    Months
                    Ended
                    2008Revenues
                  
                  $
                  6,997,302
                  
                  
                  $
                  6,433,617
                  
                  
                  
                  4,415,746
                  
                  
                  $
                  4,034,215ExpensesCommission
      and agent fees
                  
                  
                  5,734,877
                  
                  
                  
                  5,308,800
                  
                  
                  
                  3,664,885
                  
                  
                  
                  3,322,615Salaries
      and benefits
                  
                  
                  824,929
                  
                  
                  
                  703,093
                  
                  
                  
                  429,422
                  
                  
                  
                  351,837General
      and administrative expenses
                  
                  
                  353,477
                  
                  
                  
                  422,908
                  
                  
                  
                  197,771
                  
                  
                  
                  180,684Employee
      stock-based compensation (note 10b)
                  
                  
                  (21,196
                  )
                  
                  
                  (330,644
                  )
                  
                  
                  4,983
                  
                  
                  
                  (62,182
                  )Stock
      based compensation (note 17c ii)
                  
                  
                  (9,467
                  )
                  
                  
                  (41,638
                  )
                  
                  
                  1,503
                  
                  
                  
                  (10,410
                  )Stock
      based compensation (note 17a, 17b, and 17c i)
                  
                  
                  (50,849)
                  
                  
                  
                  (113,786
                  )
                  
                  
                  (3,081)
                  
                  
                  
                  (17,563
                  )Stock
      based compensation for services
                  
                  
                  -
                  
                  
                  
                  2,759
                  
                  
                  
                  -
                  
                  
                  
                  2,388Occupancy
      costs
                  
                  
                  70,120
                  
                  
                  
                  75,732
                  
                  
                  
                  32,837
                  
                  
                  
                  36,288Depreciation
      expense
                  
                  
                  13,152
                  
                  
                  
                  16,088
                  
                  
                  
                  6,846
                  
                  
                  
                  7,792Total
      Operating Expenses
                  
                  
                  6,915,043
                  
                  
                  
                  6,043,312
                  
                  
                  
                  4,335,166
                  
                  
                  
                  3,811,449Income
      (Loss) from Operations
                  
                  
                  82,259
                  
                  
                  
                  390,305
                  
                  
                  
                  80,580
                  
                  
                  
                  222,766Other
      Expenses
                  
                  
                  2,520
                  
                  
                  
                  13,895
                  
                  
                  
                  (2,190)
                  
                  
                  
                  6,585Income
      (Loss) Before Income Taxes
                  
                  
                  79,739
                  
                  
                  
                  376,410
                  
                  
                  
                  82,770
                  
                  
                  
                  216,181Provision
      for income taxes (note 16)
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -Net
      Income (Loss)
                  
                  
                  79,739
                  
                  
                  
                  376,410
                  
                  
                  
                  82,770
                  
                  
                  
                  216,181Foreign
      Currency Translation Adjustment
                  
                  
                  (41,951)
                  
                  
                  
                  (1,230
                  )
                  
                  
                  (65,141)
                  
                  
                  
                  (14,300
                  )Comprehensive
      Income (Loss)
                  
                  $
                  37,788
                  
                  
                  $
                  375,180
                  
                  
                  
                  17,629
                  
                  
                  $
                  201,881Net
      income (loss) per share - Basic and Diluted
                    during
      the period
                  
                  $
                  0.00
                  
                  
                  $
                  0.01
                  
                  
                  
                  0.00
                  
                  
                  $
                  0.01Weighted
      Average Number of Shares (note 18)Outstanding
      During the Periods -Basic
                  
                  
                  42,976,548
                  
                  
                  
                  38,506,855
                  
                  
                  
                  42,976,548
                  
                  
                  
                  38,516,470Diluted
                  
                  
                  48,815,937
                  
                  
                  
                  45,220,600
                  
                  
                  
                  48,815,937
                  
                  
                  
                  45,230,215
 
 
 (The
accompanying notes are an integral part of these consolidated financial
statements.)
  F-4




MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Condensed
Consolidated Statement of Cash Flows
 Six
Months Ended June 30, 2009 and 2008
 Unaudited
   2009
                  
                  
                  2008Cash
      Flows from Operating ActivitiesNet
      Income
                  
                  $
                  79,739
                  
                  
                  $
                  376,410Adjustments
      to reconcile Net Income  to net cash used in operating
      activities:Depreciation
                  
                  
                  13,152
                  
                  
                  
                  16,088Stock
      issued for services
                  
                  
                  -
                  
                  
                  
                  2,759Employee
      stock-based compensation
                  
                  
                  (21,196)
                  
                  
                  
                  (330,644
                  )Stock-based
      compensation accrual
                  
                  
                  (60,316)
                  
                  
                  
                  (133,924
                  )(Increase)
      decrease in net assets:Referral
      fees held in trust
                  
                  
                  (347
                  )
                  
                  
                  29,313Prepaid
      expense
                  
                  
                  44,452
                  
                  
                  
                  31,398Accounts
      payable and Accrued Liabilities
                  
                  
                  221,905
                  
                  
                  
                  465,931Trust
      liability
                  
                  
                  347
                  
                  
                  
                  (29,313
                  )Net
      Cash Provided by (Used in) Operating Activities
                  
                  
                  277,736
                  
                  
                  
                  428,018Cash
      Flows from Investing ActivitiesPurchase
      of equipment
                  
                  
                  (4,276
                  )
                  
                  
                  (2,098
                  )Net
      Cash Used in Investing Activities
                  
                  
                  (4,276
                  )
                  
                  
                  (2,098
                  )Cash
      Flows from Financing ActivitiesRepayments
      of obligation under capital leases
                  
                  
                  (1,171
                  )
                  
                  
                  (1,338
                  )Repayment
      of advances from related party
                  
                  
                  (8,245
                  )
                  
                  
                  (14,131
                  )(Decrease)  in
      bank indebtedness
                  
                  
                  (25,987
                  )
                  
                  
                  (4,055
                  )Net
      Cash(Used in) Provided by Financing Activities
                  
                  
                  (35,403
                  )
                  
                  
                  (19,524
                  )Net
      Increase  in Cash and Cash Equivalents
                  
                  
                  238,057
                  
                  
                  
                  406,396Foreign
      Exchange on Balances
                  
                  
                  (47,593
                  )
                  
                  
                  31,779Cash
      and Cash Equivalents - Beginning of Period
                  
                  
                  1,262,321
                  
                  
                  
                  830,852Cash
      and Cash Equivalents - End of Period
                  
                  $
                  1,452,785
                  
                  
                  $
                  1,269,027Supplemental
      Cash Flow InformationInterest
      paid
                  
                  $
                  10,377
                  
                  
                  $
                  9,363Income
      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
 June 30,
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 six month period ended
June 30, 2009, the Company generated net income of $79,739 (for the year ended
December 31, 2008 a net income of - $376,410).  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.
 
 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.




F-6


MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
 
 
  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 June 30, 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
 
 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-7




MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
  2.
              Summary
      of Significant Accounting Policies
(cont'd)
  
 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 June 30, 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.
 
 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 11.The Company is in the process of creating a policy
for  share based  compensation in regard to  a
RE/MAX obligation  pursuant to our May 25, 2006 amending agreement
which expired June 9, 2009.
   F-8




MORTGAGEBROKERS.COM HOLDINGS, INC.
AND SUBSIDIARIES
      2.
              Summary
      of Significant Accounting Policies
  (cont'd)
                             F-9
  MORTGAGEBROKERS.COM HOLDINGS, INC.
AND SUBSIDIARIES
      2.
                Summary
      of Significant Accounting Policies
(cont'd)
           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 June
      30,
                      
                      Value
                        December
      31,Cost
                      
                      Depreciation
                      
                      2009
                      
                      2008Furniture
      and equipment
                      
                      $
                      159,277
                      
                      
                      $
                      74,428
                      
                      
                      $
                      84,849
                      
                      
                      $
                      87,936Computer
      equipment
                      
                      
                      29,197
                      
                      
                      
                      15,263
                      
                      
                      
                      13,934
                      
                      
                      
                      12,751Leasehold
      improvements
                      
                      
                      17,743
                      
                      
                      
                      7,323
                      
                      
                      
                      10,420
                      
                      
                      
                      11,497$
                      206,217
                      
                      
                      $
                      97,014
                      
                      
                      $
                      109,203
                      
                      
                      $
                      112,184
 
 F-10
  MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
  
  5.
                  Equipment Under Capital
      Leases
  June
      30, 2009
                      
                      
                      December
      31, 2008Computer
      equipment
                      
                      $
                      6,130
                      
                      
                      $
                      5,819Less:
      accumulated depreciation
                      
                      
                      (3,960
                      )
                      
                      
                      (3,395
                      )$
                      2,170
                      
                      
                      $
                      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.
 
 
 7.
                  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
MortgageBrokers.com Holdings, Inc. (the ``Company``)  its subsidiary
MortgageBrokers.com Inc., and Alex Haditaghi, our principal shareholder, sole
director and chief executive officer.  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.
  In
January 2007, we filed a statement of defense, cross claim and counter claim in
response to Trisan`s statement of claim.  On October 3, 2007, a
partial summary judgment from the Ontario Superior Court was awarded to Trisan
regarding the matter in an aggregate amount of CDN$748,671 plus 500,000 shares
of our common stock.  The October 3, 2007 partial summary judgment was
appealed by us but the judgment was upheld on appeal by the Ontario Court of
Appeal on March 31, 2008.
  Our
balance sheet as at June 30, 2009, reflects an accrual of $644,018 (CDN$748,671)
plus interest of $99,818 (CDN$116,039) related to the Trisan legal
judgment.
  On July
8, 2009, a full and final settlement agreement was executed between Trisan and
the defendants including MortgageBrokers.com Holdings, Inc. and its subsidiary,
MortgageBrokers.com Inc., regarding the prior summary judgment awarded to Trisan
and all outstanding and related matters.  The Agreement provides for a
mutual final and full release and discharge for the company and our subsidiaries
for all matters up to and including July 8, 2009 related to the original claim
and action, counterclaim, judgment, and appeal between Trisan and the Company
and it’s subsidiaries.  The Trisan settlement agreement required a
third party company, of which our Chief Executive Officer is a related party,
to  be encumbered with a financial arrangement.
  The
settlement agreement does not provide for the payment of any monies, the
creation of any obligations or any encumbrances in favor of Trisan, by or upon
Mortgagebrokers.com Holdings Inc. or its subsidiary MortgageBrokers.com Inc.
other than the release of 500,000 shares of Mortgagebrokers.com Holdings Inc.
common stock which were issued in 2006 to Trisan related parties in
escrow.
  
 F-11
  MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
 
   8.
                  Advances
      from Related Party
  As of
June 30, 2009, the controlling shareholder and Chief Executive Officer of the
Company had advanced $121,180 (December 31, 2008 - $129,425) to fund the working
capital of the Company. The advances are unsecured, non-interest bearing, with
$76,180 due on demand, $25,000 due in 2010, and $20,000 due in
2011.
 
 
 
 9.          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:
 
 June
      30, 2009
                        
                        December
      31, 20082009
                        
                        
                        647
                        
                        
                        
                        2,212Total
      minimum lease payments
                        
                        
                        647
                        
                        
                        
                        2,212Less:
      amount representing interest at approx. 30%
                        
                        
                        (194
                        )
                        
                        
                        (588
                        )Total
      obligation under capital leases
                        
                        
                        453
                        
                        
                        
                        1,624Less:
      current portion
                        
                        
                        (453
                        )
                        
                        
                        (1,624
                        )Long-term
      portion
                        
                        $
                        -
                        
                        
                        
                        -
  10.       Stock-based
      Compensation Accrual
  The
Company has accrued expenses for stock-based compensation:
  a)
                  As
      of June 30, 2009, the Company has accrued, as stock-based compensation
      payable, 641,897 (December 31, 2008 – 377,838) common shares at a price of
      $0.05 (December 31, 2008 - $0.11) per share for a total of $32,095
      (December 31, 2008 - $41,562) payable to the parties referred to in note
      17c (ii).
  b)
                  As
      of June 30, 2009, the Company has accrued, as employee stock-based
      compensation, $122,583      (December 31,
      2008 - $143,779) under its Equity Compensation Plan referred to in note
      11.
 
 c)
                  As
      of June 30, 2009, the Company has accrued, as stock-based compensation,
      1,478,349 (December 31, 2008 – 1,134,242) common shares at a price of
      $0.05 (December 31, 2008 - $0.11) per share for a total of $73,917
      (December 31, 2008 - $124,767) payable to the parties referred to in note
      17a, 17b, and 17c (i).
  F-12
 
 MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
 
 11.       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 June 30,
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 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
  The
following summarizes the warrants issued, outstanding, exercisable, expired and
exercised related to the company’s private placement that closed on June 9,
2006:
 
 June
      30, 2009
                      
                      
                      June
      30, 2008Number
      of Warrants Outstandingat
      Beginning of Period:
                      
                      
                      1,267,4826
                      
                      
                      
                      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 June 30, 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 Company and RE/MAX terminated the agreement on June
9, 2009 and as such the obligation to issue anniversary shares following this
period has been removed from the Company.
  F-13
 
 MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
  11.       Capital
      Stock (cont'd)
  
 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 June 30, 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 August 7, 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.
 
 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.
 
 12.       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 11). 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 June 30, 2009, 233,078
of the warrants were exercised at an average price of $0.28.  As of
June 30, 2009, 611,910 warrants expired, 233,078 warrants were exercised and
1,267,482 warrants remain outstanding and exercisable.  Subsequent to
June 30, 2009 422,494 of the warrants expired unexcercised
  F-14
 
 MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
 
  13.       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 June 30, 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 June 30, 2009 two new participants subscribed for
125,000 shares under the private placement and as of June 30, 2009, $60,000 of
the new participants’ promissory notes have been paid and $65,000 remains
outstanding.  In addition, as of June 30, 2009, 233,078 warrants
issued under the private placement were exercised for a total value of $64,786,
see note 12.  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 June 30, 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.
  14.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.
  15.       Occupancy
      Costs - Related Party
  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.  Please
see note 17(f) for further details.
  16.
                  Income
      Taxes
  The
Company has paid no federal or state income taxes. As of June 30, 2009, the
Company had net operating loss carry forwards for federal income tax reporting
purposes of $3,435,939 which, if unused, will expire in various years. The tax
effect of the operating loss carry forwards and temporary differences at June
30, 2009 and  December 31, 2008 are as follows:
 
 2009
                      
                      
                      2008Deferred
      Income Tax Assets:Net
      Operating loss carry forward
                      
                      $
                      1,168,219
                      
                      
                      $
                      1,167,616Net
      book value and tax value differences
                      
                      
                      (35,434
                      )
                      
                      
                      (35,434
                      )Valuation
      allowance for deferred income tax assets
                      
                      
                      (1,132,785
                      )
                      
                      
                      (1,132,183
                      )Total
      deferred tax effect
                      
                      $
                      -
                      
                      
                      $
                      -
  F-15
 
 MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
 
 
 16.
                  Income
      Taxes(cont’d)
  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)
                      
                      $
                      (22,051
                      )
                      
                      $
                      (114,945
                      )Stock
      based compensation
                      
                      
                      22,654
                      
                      
                      
                      60,734Valuation
      allowance
                      
                      
                      603
                      
                      
                      
                      (54,211
                      )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
  17.
                  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.
  F-16
 
 MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
  17.
                  Commitments
      and Contingencies(cont’d)
  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
  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
  F-17
  MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
 
 17.
                  Commitments
      and Contingencies (cont'd)
  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
  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
                          
                          $
                          2,9262010
                          
                          $
                          5,0032011
                          
                          $
                          3,5612012
                          
                          $
                          3,150
 
 F-18
  MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
 
 17.Commitments and Contingencies
      (cont'd)
 
 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
                        
                        $
                        3,7892010
                        
                        $
                        7,5782011
                        
                        $
                        9,0942012
                        
                        $
                        3,031
  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.
  Annual
minimum lease payments (excluding utilities, taxes and common area maintenance
expenses) are as follows:
  2009
                        
                        $
                        45,5642010
                        
                        $
                        91,1272011
                        
                        $
                        91,1272012
                        
                        $
                        53,158
  g)    Contingencies
  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.
 
  F-19
  MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES
 Notes to
the Condensed Consolidated Financial Statements
 June 30,
2009
 Unaudited
 
  
 18.
                  Earnings
      or Loss Per Share
  The
Company calculates basic earnings per common share using net income divided by
the weighted-average number of common shares outstanding. The Company calculates
diluted earnings per common share in the same manner as basic, except we use the
weighted-average number of diluted common shares outstanding in the
denominator
  Six
                                      Months
                                      Ended
                                      2009
                                    
                                    
                                    Six
      Months
                                      Ended
                                      2008
                                    
                                    
                                    Three
                                      Months
                                      Ended
                                      2009
                                    
                                    
                                    Three
                                      Months
                                      Ended
                                      2008Weighted
      average number of common shares outstanding
                                    
                                    
                                    42,976,548
                                    
                                    
                                    
                                    38,506,855
                                    
                                    
                                    
                                    42,976,548
                                    
                                    
                                    
                                    38,516,470Warrants
                                    
                                    
                                    1,267,482
                                    
                                    
                                    
                                    1,682,976
                                    
                                    
                                    
                                    1,267,482
                                    
                                    
                                    
                                    1,682,976Stock
      Based Compensation payable (RE/MAX)
                                    
                                    
                                    641,897
                                    
                                    
                                    
                                    604,279
                                    
                                    
                                    
                                    641,897
                                    
                                    
                                    
                                    604,279Stock
      Based Compensation payable (Other)
                                    
                                    
                                    1,478,349
                                    
                                    
                                    
                                    1,160,332
                                    
                                    
                                    
                                    1,478,349
                                    
                                    
                                    
                                    1,160,332Stock
      Based Compensation payable (Employee)
                                    
                                    
                                    2,451,661
                                    
                                    
                                    
                                    3,266,158
                                    
                                    
                                    
                                    2,451,661
                                    
                                    
                                    
                                    3,266,158Weighted-average
      number of diluted common shares outstanding
                                    
                                    
                                    48,815,937
                                    
                                    
                                    
                                    5,220,600
                                    
                                    
                                    
                                    48,815,937
                                    
                                    
                                    
                                    45,230,215
  19.
                  Comparative
      Figures
  Certain
figures for the previous period have been reclassified to conform to the current
period’s financial statement presentation.
 
 20.
                  Subsequent
      Events
  See Notes
7 and 12.