UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


______________________________




FORM
10-Q


______________________________




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





FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2008





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





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





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





Yes    o        Nox





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





Class
            
            Outstanding
      at May 20, 2008Common
      Stock, $.0001 par value
            
            38,516,470



















TABLE
OF CONTENTS








Item
      1.
              Financial
      StatementsItem
      2.
              Management’s
      Discussion and Analysis of Financial ConditionItem
      3.
              Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
              Control
      and Procedures
   PART
II-- OTHER INFORMATION
  Item
      1
              Legal
      ProceedingsItem
      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







2









PART
I:  FINANCIAL INFORMATION





ITEM
1.  FINANCIAL STATEMENTS





Basis
of Presentation





The
accompanying condensed and consolidated statements are presented in accordance
with U.S. generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Regulation
S-X.  Accordingly, they do not include all of the information and
footnotes required by U.S. generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
(consisting only of normal occurring adjustments) considered necessary in order
to make the financial statements not misleading, have been included. Operating
results for the three months ended March 31, 2008 are not necessarily indicative
of results that may be expected for the year ending December 31,
2008.





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-26.


















3








ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS





The
following is management’s discussion and analysis of the consolidated financial
condition and results of operations of MortgageBrokers.com Holdings, Inc for the
periods ending March 31, 2008 and 2007.  The following information
should be read in conjunction with the reviewed consolidated financial
statements for the period ending March 31, 2008 and notes thereto appearing
elsewhere in this form 10-Q.





Overview





In
operation since 2005, our Company is a mortgage brokerage operation whose
national agency sales force service the borrowing and refinancing needs of
individual home buyers.  We have access to a full range of mortgage
lenders and our agents’ source and negotiate the loan with the best rates, terms
and features to meet each customer's unique needs.  The company acts
as broker only and is not a lender.  The company has no ‘on balance
sheet’ liabilities in case mortgage financing becomes default.  The
Company has established what it believes to be unique strategic alliances within
the real estate industry for mortgage origination referrals.




Our
national agency sales force consists of independent contractors operating
exclusively under the Company's licensure who may operate regionally as
individual businesses or they may establish regional retail offices from which
they build agency sales teams leveraging the Company’s business model. The
primary services that the Company provides to our national agency sales network
are: mortgage brokerage licensure; a national brand and related marketing
initiatives; a regulatory compliance service associated with our agent’s
transactions; a payroll and commission service reconciling commission fees paid
by lenders and insurers and accurate and timely payroll to our agents and their
referral sources; revenue optimization for our agents through deal flow
aggregation; the establishment of market partnerships to allow our agency sales
network to access a greater portion of the mortgage and refinance market; and,
information technology services.





Our
Company generates revenue by placing mortgages, on behalf of clients, with third
party lenders who in return, pay the Company a commission fee.  The
commission fee is a combination of finder's fees and volume bonus whose
aggregate sum fee typically ranges between 75 to 150 basis points (0.75 to 1.5%)
of the total mortgage volume.  We currently earn additional commission
revenue through the referral and placement of creditor insurance with third
party insurance providers.  In general, when a client takes creditor
insurance related to the mortgage transaction originated by the Company, the
Company earns a commission which is estimated to be 20 to 30 basis points of the
insurance sale.





Generally,
in the MortgageBrokers.com model, our licensed agents earn at least 85% of
received commission fees. In addition to earned commission fees, our business
model also provides our mortgage agents with the potential to earn equity in our
Company based on their annual mortgage origination volume. This form of equity
participation is intended to provide our national sales agency network a
transparent career exit strategy for retirement and a retention strategy for
team building purposes. It is our belief that the benefit to the Company is that
we are able to build a sustainable long term operational margin contribution
from Canadian operations and we are able to include our national agency sales
force, responsible for executing the Company's sales strategy, into the
ownership of the Company, theoretically allowing them to benefit from Company
growth related directly to their contribution.




The
Company has also developed strategic alliances with long-established and
dominant real estate brands with a view to providing our affiliated agents
access, on a volume basis, to mortgage referrals. To this end, the Company has
established long-term regional strategic alliances with RE/MAX in eastern Canada
and Maxwell in western Canada.




The
RE/MAX “Mortgage Solution Program” was launched on June 1, 2006 and, as of
November 7, 2007, 76 RE/MAX franchises across Ontario and Atlantic Canada,
representing in excess of 30% of the RE/MAX Franchise network sales force, were
participating in the referral program.  RE/MAX is Canada's leading
real estate organization with an estimated CDN $32 billion in sales and over
15,600 sales associates in more than 610 independently-owned and operated
offices.




The
Maxwell “Mortgage Solution Program” was launched on April 12,
2006.  Maxwell is the largest independent real estate company in
Alberta, Canada.  According to the agreement, our mortgage agents will
service the Maxwell network which, since its inception in 1999, has grown to
over 20 offices with over 650 successful real estate agents throughout the
province of Alberta.  In addition to Maxwell's six Calgary offices,
franchises have been established in Canmore, Lethbridge, Edmonton, Fort
McMurray, Stettler, Airdrie, Medicine Hat, Red Deer and Chestermere Lake,
Alberta.





Over the
reporting period and to-date, operations were conducted through our subsidiaries
in Canada only.  The Company is currently providing mortgage brokerage
services in the Canadian provincial markets of Newfoundland, Nova Scotia, New
Brunswick, Prince Edward Island, Ontario and Alberta.





As at May
14, 2008, we had 370 licensed mortgage agents operating across Canada and our
agents had established 25 retail office locations under the Company
brand.  The number of mortgage agents in our national sales agency at
the end of the reporting period represents an 84% increase over that of the same
period in 2007.  As at March 31, 2008, our Company had 15 full-time
staff.






4









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





Gross
revenue in our first quarter in 2008 increased by 86% from that of 2007 to
$2,399,402, which management believes was directly related to increasing the
number of sales agency mortgage agents by 84%.





The
Company’s operating expenses nominally increased in the first quarter of 2008 by
9% over the same period in 2007.  The primary components that comprise
our operating expenses and contribute to this trend are agent commissions,
salaries and benefits, general and administrative expenses, occupancy costs and
stock-based compensation:





·     89%
of the operating expenses in the reporting period were associated with agent
commissions.  Agent commission fees as a percent of revenues decreased
by 10% from the first quarter 2007 as compared to that of 2008.





·     16%
of the operating expenses in the reporting period were associated with salaries
and benefits.  Salaries and benefits increased nominally by 13% from
the first quarter 2007 as compared to that of 2008.





·     General
and administrative expenses increased by 27% from the first quarter 2007 as
compared to that of 2008.





·     Occupancy
costs increased 436% from the first quarter 2007 to $39,444 and is primarily
related to moving into the Company’s current corporate office space which will
meet corporate growth needs for the near future and a nominal rent increase at
our regional corporate offices in Calgary.





·     Stock-based
compensation in the first quarter of 2008 was determined to be a negative charge
as a result of the stock price decrease over the recent term.  This
negative charge had a significant positive effect on reducing the reported total
operating expenses and resulted in a positive recorded net income.





The
Company recorded a positive Net Income for the first quarter of
2008.  While we believe the Company is making progress towards
profitability and a positive free cash flow, the positive net income reported
during the reporting period was primarily related to negative charges reported
by the Company associated with stock-price affected stock based compensation
calculations.





Liquidity
and Capital Resources




As at
March 31, 2008, we had $590,441 in cash; $17,075 of referral fees held in trust
(which are awaiting completion of administrative agreements prior to being
transferred to a Manulife administered RRSP account owned by RE/MAX sales
agents), $102,182 in prepaid expenses, $140,214 in equipment and recognized
$3,816 in equipment under capital leases for a total of $853,728 in
assets.  Comparatively as at March 31, 2007, we had $830,852 in cash
and a total of $1,182,151 in total assets.





As at
March 31, 2008, we had $599,360 in accounts payable, $281,244 in accrued
liabilities related to services received but not invoiced as of March 31, 2008
and employee vacation accrual, $180,539 in loans payable to a related party,
$398,347 in employee tax deductions payable, $593,231 in accrued stock-based
compensation, $145,929 in bank indebtedness related to an unsecured line of
credit, $17,075 in trust liability associated with RE/MAX agent referral
commissions payable awaiting transfer to the agent’s Manulife RRSP account,
capital lease obligations of $3,878 and $746,110 in accrued expenses associated
with a legal judgment for a total of $2,965,713 in
liabilities.  Comparatively as at December 31, 2007 at the beginning
of the reporting period, the Company had $791,419 in accounts payable, $149,601
in accrued liabilities, $170,691 in loans payable to a related party, $ 434,584
in employee tax deductions payable, $44,936 payable in a trust liability
associated with RE/MAX agent referral commissions payable awaiting transfer to
the agent’s Manulife RRSP account, $4,644 in obligations under capital leases,
$989,145 in stock-based compensation accrual and $151,316 in bank indebtedness
related to an unsecured line of credit for a total of $3,509,994 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 decreased by 29% over the reporting period to
$590,441.  This trend was primarily due to a reduction in working
capital reserves as cash-based expenses exceeded revenues.





·   Accounts
payable decreased 24% over the reporting period to $599,360.  The bulk
of this payable amount is Work in Progress payable following completion of
mortgage agent origination compliance procedures.  The decrease
represents a reduction of Work in Progress payable during the slowest mortgage
season of the year.  The company expects that this trend will not
continue through 2008 assuming our mortgage agent recruitment program continues
the pace in 2008 as experienced in 2007.






5







·   The
Company has accrued in 2007 for the liability of a partial summary judgment to a
claim to which the Company is a party.  The calculated judgment
liability is $746,110.  While the full amount of the judgment was
accrued, it is the expectation of management that only a portion, if any, of the
liability will be satisfied by the Company in this multi-party
judgment.  See discussion below.





· Employee tax
deductions payable decreased by 8% over the reporting period to $398,347 as the
Company incrementally paid down the payable. Company management has met with the
government agency to whom the amount is payable and has established a working
agreement whereby it is expected that this amount will be paid in full in 2008.
See discussion below.





·   Stock-based
compensation accruals vary year over year.  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.  The Company anticipates that it will continue to negotiate
stock-based compensation arrangements to maximize working capital
resources.





Unless
and until the Company increases its revenue and profitability from operations,
we will continue to rely upon the issuance of common stock and additional
capital contributions from shareholders and/or loans from shareholders and
third-party lenders.





Employee
Tax Deductions Payable





The
Company is in arrears on the tax withholdings due to Canada Revenue Agency
(“CRA”) related to employee salaries.  The Company has negotiated an
agreement with CRA which, if certain conditions are met, allows the Company to
pay down the balance in monthly payments of $10,000 beginning February 28, 2008
with the remaining balance due on September 30, 2008.  In the event
that the Company secures funding, the balance is to be paid off in full shortly
after receipt of the funds.  In addition, CRA is in the process of
registering a Certificate in the Canadian Federal Court for the amount owing to
CRA. The liability currently bears interest at 9% annually.





Judgment
in Lawsuit





On
October 3, 2007 a partial summary judgment from the Ontario Superior Court
ordered MortgageBrokers.com Inc., the Company’s subsidiary, and other parties to
pay the sum of CDN$598,636 within 90 days, along with interest in the amount of
CDN$136,128 and legal expenses in the amount of CDN$8,907.  See Item 4
below.  This judgment was appealed, but the judgment was upheld on
appeal by the Ontario Court of Appeal on March 31, 2008 with costs for the
appeal fixed at CDN $5,000.  No decision has yet been made as to
allocation of liability for the judgment among the parties, who are currently in
settlement negotiations with a view to settling payment of the judgment as well
as resolving all other claims outstanding between the parties.





Critical
Accounting Policies





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





Revenue
Recognition





Revenue
consists of mortgage brokerage fees and finders fees. The revenue is recognized
upon the funding of a customer’s mortgage and when the collection is reasonably
assured which occurs when the brokerage fee from the bank has been
advanced.





Share-based
Payment





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






6





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 reporting
period ended March 31, 2008, the Company incurred a Net Income of $160,229 (Q1
2007 a net loss of - $749,100).  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 developed its business model, business plans and strategic
marketing plans that included: 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.





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
4.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


(a)             Management’s Quarterly
Report on Internal Control Over Financial Reporting.





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





In the
fourth calendar quarter of 2007 and as of March 31, 2008, under the supervision
and with the participation of our management, we conducted an evaluation of the
effectiveness of the design and operations of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934 and based on the criteria for effective internal
control described in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission.  Based on this evaluation, management concluded that our
financial disclosure controls and procedures were not effective so as to timely
identify, correct and disclose information required to be included in our
Securities and Exchange Commission (“SEC”) reports due to the Company’s limited
internal resources and lack of ability to have multiple levels of transaction
review.  Through the use of external consultants and the review
process, management believes that the financial statements and other information
presented herewith are materially correct.





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





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





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




(b) Changes in
Internal Controls.




There
have been no changes in the Company’s internal control over financial reporting
during the period ended March 31, 2008 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal controls over
financial reporting.







7






PART
II:  OTHER INFORMATION




ITEM
1.  LEGAL PROCEEDINGS





Peter
Doherty, a former employee, commenced an action against both of the Company’s
subsidiaries, MortgageBrokers.com Inc. and MortgageBrokers.com Financial Group
of Companies Inc on July 31, 2007 in the Ontario Superior Court of Justice for
wrongful termination.  The statement of claim was for an aggregate
payment of CDN $600,000 plus interest and costs.  The Company filed a
statement of defence on September 5, 2007.  A mediation took place in
this matter on February 11, 2008, and at that time a settlement was reached
between the parties whereby MortgageBrokers.com Inc. would pay $23,500 to Peter
Doherty.





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





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





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





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





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





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





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





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





The
October 3, 2007 partial summary judgment was appealed by the Company and the
Borrowing Parties, but the judgment was upheld on appeal by the Ontario Court of
Appeal on March 31, 2008 with costs for the appeal fixed at
$CDN5,000.





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





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





During
the reporting period, the following non monetary transactions were completed by
the Company on a service for stock basis. It is the Company’s accounting policy
that in certain circumstances, stock, generally valued at the 5 day moving
average price of the trading value of the stock at the time the associated
agreement was executed, might be issued for the procurement of assets, provision
of advisory and other services.





On
February 5, 2008, the Company issued 50,000 restricted common shares at a price
of $0.191 per share for total amount of $9,550 to vFinance, Inc. based on the
execution of an investment banking service agreement. vFinance, Inc. is an arm’s
length third party consultant. vFinance Inc. provided advisory services with
respect to the review of financing term sheets and investment banking
matters.







8






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
January 29, 2008, the Company filed a Form 8K disclosing the resignation of its
auditor.




On
February 7, 2008, the Company filed an amended Form 8K regarding the resignation
of its auditor.




On
February 12, 2008, the Company filed a Form 8K disclosing the appointment of a
new independent auditor.







9







SIGNATURES




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








MORTGAGEBROKERS.COM
      HOLDINGS, INC.





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








Dated:
May 20, 2008





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








NAME
            
            TITLE
            DATE/s/
      Alex Haditaghi
            
            President,
      Secretary and Director
            May
      20, 2008Alex
      Haditaghi








10









MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES
              (FORMERLY
      MAGNADATA, INC.)
              
              CONSOLIDATED
      FINANCIAL STATEMENTS
              
              
              MARCH
      31, 2008 AND 2007



























MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)




CONSOLIDATED
FINANCIAL STATEMENTS




MARCH 31,
2008 AND 2007




CONTENTS







Consolidated
      Balance Sheets
            F3Consolidated
      Statements of Operations and Comprehensive Income (loss)
            F4Consolidated
      Statements of Cash Flows
            F5Notes
      to Consolidated Financial Statements
            F6
      - F24














F-2











MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Consolidated
Balance Sheets


March 31,
2008 and December 31, 2007




March
31,
            
            
            December
      31,2008
            
            
            2007ASSETSCurrent
      AssetsCash
      and cash equivalents
            
            $
            590,441
            
            
            $
            830,852Referral
      fees held in trust (note 3)
            
            
            17,075
            
            
            
            44,936Prepaid
      expenses
            
            
            102,182
            
            
            
            148,611Total
      Current Assets
            
            
            709,698
            
            
            
            1,024,399Equipment, net (note
      4)
            
            
            140,214
            
            
            
            153,474Equipment Under Capital
      Leases (note 5)
            
            
            3,816
            
            
            
            4,278Total
      Assets
            
            $
            853,728
            
            
            $
            1,182,151LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesBank
      indebtedness (note 6)
            
            $
            145,929
            
            
            $
            151,316Accounts
      payable
            
            
            599,360
            
            
            
            791,419Accrued
      liabilities
            
            
            281,244
            
            
            
            149,601Employee
      tax deductions payable (note 7)
            
            
            398,347
            
            
            
            434,584Accrued
      legal judgment (note 8)
            
            
            746,110
            
            
            
            773,658Advances
      from related party (note 9)
            
            
            180,539
            
            
            
            170,691Trust
      liability (note 3)
            
            
            17,075
            
            
            
            44,936Obligation
      under capital leases - current portion (note 10)
            
            
            1,836
            
            
            
            2,602Stock-based
      compensation accrual - current portion (note 11a)
            
            
            70,837
            
            
            
            102,066Employee
      stock-based compensation accrual (note 11b)
            
            
            388,798
            
            
            
            657,260Stock-based
      compensation accrual – current portion (note 11c)
            
            
            61,781
            
            
            
            -Total
      Current Liabilities
            
            
            2,891,856
            
            
            
            3,278,133Obligation Under Capital
      Leases (note 10)
            
            
            2,042
            
            
            
            2,042Stock-based Compensation
      Accrual (note 11c)
            
            
            71,815
            
            
            
            229,819Total
      Liabilities
            
            
            2,965,713
            
            
            
            3,509,994Commitments and
      Contingencies (note 18)STOCKHOLDERS'
      DEFICITCapital
      StockPreferred
      stock, $0.0001 par value; 5,000,000 shares
              authorized, none issued
            
            
            -
            
            
            
            -Capital
      stock, $0.0001 par value; 100,000,000 shares
              authorized; 38,516,470 (2007: 38,466,470) issued and
              outstanding(note
      12)
            
            
            3,852
            
            
            
            3,847Additional
      Paid-in Capital
            
            
            3,433,809
            
            
            
            3,424,264Additional Paid-in Capital -
      Warrants (note 13)
            
            
            622,211
            
            
            
            622,211Subscription
      for Stock
            
            
            64,086
            
            
            
            64,086Subscription Receivable
      (note 14)
            
            
            (227,540
            )
            
            
            (227,540
            )Treasury
      Stock(note 15)
            
            
            (25,234
            )
            
            
            (25,234
            )Accumulated
      Other Comprehensive Income
      (Loss)
            
            
            13,070
            
            
            
            (33,009
            )Accumulated
      Deficit
            
            
            (5,996,239
            )
            
            
            (6,156,468
            )Total
      Stockholders' Deficit
            
            
            (2,111,985
            )
            
            
            (2,327,843
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            853,728
            
            
            $
            1,182,151




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







F-3








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Consolidated
Statements of Operations and Comprehensive Income (Loss)


For the
Three Months Ended March 31, 2008 and 2007




2008
            
            
            2007Revenue
            
            
            2,399,402
            
            
            
            1,290,975ExpensesCommission
      and agent fees
            
            
            1,986,185
            
            
            
            1,189,234Salaries
      and benefits
            
            
            351,256
            
            
            
            310,117General
      and administrative expenses
            
            
            242,224
            
            
            
            190,796Employee
      stock-based compensation (note 11b)
            
            
            (268,462
            )
            
            
            182,106Stock-based
      compensation (note 18a, 18b, and 18c(i))
            
            
            (96,223
            )
            
            
            42,507Stock-based
      compensation (note 18c(ii))
            
            
            (31,229
            )
            
            
            105,623Stock-based
      compensation for services (note 12)
            
            
            372
            
            
            
            7,500Occupancy
      costs (note 16)
            
            
            39,444
            
            
            
            7,353Depreciation
      expense
            
            
            8,296
            
            
            
            4,839Total
      Operating Expenses
            
            
            2,231,863
            
            
            
            2,040,075Income
      (Loss) from Operations
            
            
            167,539
            
            
            
            (749,100
            )Other
      ExpensesInterest,
      Finance and Other Expenses
            
            
            (7,310
            )
            
            
            -Income
      (Loss) Before Income Taxes
            
            
            160,229
            
            
            
            (749,100
            )Provision
      for income taxes (note 17)
            
            
            -
            
            
            
            -Net
      Income (Loss)
            
            
            160,229
            
            
            
            (749,100
            )Foreign
      Currency Translation Adjustment
            
            
            46,079
            
            
            
            1,139Total
      Comprehensive Income (Loss)
            
            
            206,308
            
            
            
            (747,961
            )Net
      Income (Loss) per Share - Basic and Diluted During the
    Period
            
            
            0.00
            
            
            
            (0.02
            )Weighted
      Average Number of Shares Outstanding - Basic and Diluted During the
      Period
            
            
            38,497,239
            
            
            
            36,098,248




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









F-4











MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Consolidated
Statements of Cash Flows


Three
Months Ended March 31, 2008 and 2007




2008
            
            
            2007Cash
      Flows from Operating ActivitiesNet
      income (loss)
            
            $
            160,229
            
            
            $
            (749,100
            )Adjustments
      to reconcile net Income
      (loss) to net cash used in operating activities:Depreciation
            
            
            8,296
            
            
            
            4,839Stock
      issued for services
            
            
            372
            
            
            
            7,500Employee
      stock-based compensation
            
            
            (268,462
            )
            
            
            182,106Stock-based
      compensation accrual
            
            
            (105,902
            )
            
            
            148,130(Increase)
      decrease in net assets:Referral
      fees held in trust
            
            
            27,861
            
            
            
            (30,492
            )Prepaid
      expense
            
            
            34,057
            
            
            
            337Accounts
      payable
            
            
            (192,059
            )
            
            
            (48,357
            )Accrued
      liabilities
            
            
            131,643
            
            
            
            -Employee
      tax deduction payable
            
            
            (36,237
            )
            
            
            -Accrued
      legal judgment
            
            
            (27,548
            )
            
            
            -Trust
      liability
            
            
            (27,861
            )
            
            
            30,492Net
      Cash Used in Operating Activities
            
            
            (295,611
            )
            
            
            (454,545
            )Cash
      Flows from Investing ActivitiesDisposal
      of equipment
            
            
            5,426
            
            
            
            -Net
      Cash Provided by Investing Activities
            
            
            5,426
            
            
            
            -Cash
      Flows from Financing ActivitiesRepayments
      of obligation under capital leases
            
            
            (766
            )
            
            
            (265
            )Advances
      (Repayment) from related party
            
            
            9,848
            
            
            
            (36,669
            )Proceeds
      from issuance of common stock
            
            
            -
            
            
            
            32,301Purchase
      of treasury stock
            
            
            -
            
            
            
            (7,455
            )(Decrease)
      increase in bank indebtedness
            
            
            (5,387
            )
            
            
            5,187Net
      Cash Provided by Financing Activities
            
            
            3,695
            
            
            
            (6,901
            )Net
      Decrease in Cash and Cash Equivalents
            
            
            (286,490
            )
            
            
            (461,446
            )Foreign
      Exchange on Balances
            
            
            46,079
            
            
            
            (10,599
            )Cash
      and Cash Equivalents - Beginning of Period
            
            
            830,852
            
            
            
            1,238,357Cash
      and Cash Equivalents - End of Period
            
            $
            590,441
            
            
            $
            787,510Supplemental
      Cash Flow InformationInterest
      paid
            
            $
            2,602
            
            
            $
            1,577Income
      taxes paid
            
            $
            -
            
            
            $
            -




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












F-5








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008




1.         
Nature of Business and Going Concern




Nature of
Business




MortgageBrokers.com
Holdings, Inc., which registered a change of name with the state of Delaware in
February 2005 and  Subsidiaries (the “Company”) was formerly known as
MagnaData, Inc. and 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) and MortgageBrokers.com
Financial Group of Companies, Inc. (Canadian federal company), in Canada
only.   The planned operations of the Company consists of
becoming a financial services company centered around mortgage finance,
brokerage, sales and consulting in Canada, the United States and the European
Union (“E.U.”).




Going
Concern




The
Company’s consolidated financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. For the period ended March 31,
2008, the Company generated a profit of $160,229 (2007 a loss of -
$749,100).  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.













F-6





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008






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




Going
Concern (cont'd)




The
Company has devoted substantially all of its efforts to establishing its current
business. Management developed its business model, business plans and strategic
marketing plans that included: 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.




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 KSB for the year ended December 31, 2007 as filed with the
SEC. In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, are necessary to present fairly the financial position of
the Company as of March 31, 2008 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. and Mortgagebrokers.com Financial Group of Companies,
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
            20%
      straight line









F-7











MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008




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




e) Revenue
Recognition




Revenue
consists of mortgage brokerage fees and finders fees. The revenue is recognized
upon the funding of a customer’s mortgage and when the collection is reasonably
assured which occurs when the brokerage fee from the bank has been
advanced.





f) Use of
Estimates




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





g) Financial
Instruments




In
accordance with Statement of Financial Accounting Standards ("SFAS") SFAS No.
107, "Disclosures About Fair Value of Financial Instruments" ("SFAS No. 107"),
the estimated fair value of financial instruments has been determined by the
Company using available market information and valuation methodologies.
Considerable judgment is required in estimating fair value. Accordingly, the
estimates may not be indicative of the amounts the Company could realize in a
current market exchange. As of March 31, 2008, 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.  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.













F-8








MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008








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




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. SFAS No. 123R also applies to
transactions in which an entity issues its equity instruments to acquire goods
or services from non-employees. Those transactions must be accounted for based
on the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable, as described in note
12.





















F-9





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008





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




j)         Income
Taxes




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





k)         Earnings
or Loss Per Share




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




l)         Foreign
Currency Translation




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





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





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





m)         Comprehensive
Income or Loss




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





















F-10





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008






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




n)         Concentration
of Credit Risk




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



















F-11





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008







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




o)         Recent
Accounting Pronouncements







In
December 2007, the FASB issued SFAS No. 141 (R) “Business Combinations” (SFAS
141R). SFAS 141R establishes principles and requirements for how the acquirer of
a business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree. SFAS 141R also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to
disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective as of the beginning of the Company’s fiscal year beginning after 15
December 2008. Management believes the adoption of this pronouncement will not
have a material impact on the Company's consolidated financial
statements.




In
December 2007, the FASB issued SFAS No. 160 “Non-controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51” (SFAS 160). SFAS
160 establishes accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary. The
guidance will become effective as of the beginning of the Company’s fiscal year
beginning after 15 December 2008. Management believes the adoption of this
pronouncement will not have a material impact on the Company's consolidated
financial statements.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and non-derivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.











F-12





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008






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 throughout 2008.




4.            
Equipment, net




Net
      Book
            
            Net
      BookValue
            
            ValueAccumulated
            
            March
      31,
            
            December
      31,Cost
            
            Depreciation
            
            2008
            
            2007Furniture
      and equipment
            
            $
            172,926
            
            
            $
            60,924
            
            
            $
            112,002
            
            
            $
            122,251Computer
      equipment
            
            
            23,270
            
            
            
            11,621
            
            
            
            11,649
            
            
            
            13,058Leasehold
      improvements
            
            
            20,807
            
            
            
            4,244
            
            
            
            16,563
            
            
            
            18,165$
            217,003
            
            
            $
            76,789
            
            
            $
            140,214
            
            
            $
            153,474




5.           
Equipment Under Capital Leases





March
      31,
            
            
            December
      31,2008
            
            
            2007Computer
      equipment
            
            $
            7,189
            
            
            $
            7,189Less:
      accumulated depreciation
            
            
            (3,373
            )
            
            
            (2,911
            )$
            3,816
            
            
            $
            4,278





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, is due on demand and is secured by a general security
agreement in all assets except real property. At March 31, 2008 $0 (December 31,
2007 - $0) was available on the line of credit.











F-13





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008







7.            
Employee Tax Deductions Payable




The
Company is in arrears on the tax withholdings due to Canada Revenue Agency (CRA)
related to employee salaries.  The Company has negotiated agreement
with CRA which, if certain conditions are met, allows the Company to pay down
the balance in monthly payments of $10,000 beginning February 28, 2008 with the
remaining balance due on September 30, 2008.  In the event that the
Company secures funding, the balance is to be paid off in full shortly after
receipt of the funds. In addition, CRA has registered a Certificate in the
Canadian Federal Court for the amount owing to CRA.  The liability
currently bears interest at 9% annually.




8.            
Accrued Legal Judgment




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





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


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


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


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


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





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





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





The
October 3, 2007 partial summary judgment was appealed by the Company and the
Borrowing Parties, but the judgment was upheld on appeal by the Ontario Court of
Appeal on March 31, 2008 with costs for the appeal fixed at $CDN5,000. 
Please see note 18 and for further details.





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





9.           
Advances from Related Party




As of
March 31, 2008, the controlling shareholder and Chief Executive Officer of the
Company had advanced $180,539 (December 31, 2007 - $170,691) to fund the working
capital of the Company. The advances are non-interest bearing, due on demand and
unsecured.















F-14


MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008






10.         
Obligation Under Capital Leases




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




March
      31,
            
            
            December
      31,2008
            
            
            20072008
            
            $
            2,669
            
            
            
            3,5782009
            
            
            2,212
            
            
            
            2,212Total
      minimum lease payments
            
            
            4,881
            
            
            
            5,790Less:
      amount representing interest at approx. 30%
            
            
            (1,003
            )
            
            
            (1,146
            )Total
      obligation under capital leases
            
            
            3,878
            
            
            
            4,644Less:
      current portion
            
            
            (1,836
            )
            
            
            (2,602
            )Long-term
      portion
            
            $
            2,042
            
            
            
            2,042




11.         
Stock-based Compensation Accrual




The
Company has accrued expenses for stock-based compensation:




a)
            As
      of March 31, 2008, the Company has accrued, as stock-based compensation
      payable, 472,247 (December 31, 2007 – 340,220) common shares at a price of
      $0.15 (December 31, 2007 - $0.30) per share for a total of $ 70,837
      (December 31, 2007 - $102,066) payable to the parties referred to in note
      18c(ii).




b)
            As
      of March 31, 2008, the Company has accrued, as employee stock-based
      compensation, $388,798 (December 31, 2007 - $657,260) under its Equity
      Compensation Plan referred to in note
12.





c)
            As
      of March 31, 2008, the Company has accrued, as stock-based compensation,
      890,640 common shares at a price of $0.15 per share for a total of
      $133,596 payable to the parties referred to in note 18a, 18b, and
      18c(i).
















F-15





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008





12.         
Capital Stock




Preferred
Stock




The
Company has 5,000,000 shares authorized of preferred stock with a par value of
$0.0001. The Company has issued none of these shares as of March 31,
2008.




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
















F-16





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008




12.          Capital
Stock  (cont'd)




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.




On July
7, 2007, the Company issued 125,000 restricted 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.




Equity Compensation
Plan




On
February 6, 2003 and as amended on February 14, 2003, the Company adopted the
2003 Equity Compensation Plan to attract and retain high quality personnel.
The adequacy of this plan is evaluated annually by Company management. As
of March 31, 2008, no stock or 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 April 15, 2008. The
company is currently in the process of amending the existing employment
agreements which are expected to be executed in 2008. 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.




















F-17


MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008







12.         
Capital Stock  (cont'd)




Non
Monetary Transactions




The
following non monetary transactions were completed by the Company on a service
for stock basis. It is the Company’s accounting policy that in certain
circumstances, stock, generally valued at the 5 day moving average price of the
trading value of the stock at the time the associated agreement was executed,
might be issued for the procurement of assets, provision of advisory and other
services.




On
February 5, 2008, the Company issued 50,000 common shares at a price of $0.191
per share for total amount of $9,550 to vFinance, Inc. based on the execution of
an investment banking service agreement. vFinance, Inc. is an arm’s length third
party consultant. vFinance Inc. provided advisory services with respect to the
review of financing term sheets and investment banking matters.
















F-18





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008








13.         
Additional Paid-in Capital - Warrants




On June
9, 2006, accredited investors including RE/MAX Ontario-Atlantic Canada Inc., its
executives and franchisees purchased 2,112,470 units of the Company for
aggregate proceeds of $2,112,470 as a part of private placement (note 12). Each
unit consisted of one common share and one common share purchase warrant. The
warrants are exercisable at a price 30% below the 30 day fair market price
preceding the date such warrants are exercised. One-fifth of such warrants must
be exercised (executed to purchase shares) within 30 days following each
successive anniversary date of the private placement closing of the offering.
Warrants expire if not exercised within 30 days of such anniversary date. The
warrants were relatively valued at $732,605. The fair value of the warrants was
estimated using the Black-Scholes option-pricing model with the following
weighted average assumptions: expected dividend yield of 0%, expected stock
volatility of 64.7%, risk-free interest rate of 4.00% and an expected warrant
life of 1 year.  The expiry date of the warrants was extended for the
first year only, to September 30, 2007.  As of March 31, 2008, 223,078
of the warrants were exercised at an average price of $0.29.  As of
March 31, 2008, 206,416 warrants expired, 223,078 warrants were exercised and
1,682,976 warrants remain outstanding and exercisable.




14.         
Subscription Receivable




On June
9, 2006, the Company completed an offering in which it issued a total of
2,112,470 shares of its common stock to accredited investors including
executives and franchisees of RE/MAX Ontario-Atlantic Canada Inc., at a price
per unit of $1.00 for an aggregate offering price of $2,112,470. Payment of
$1,870,169 was received during the year ended December 31, 2006 and promissory
notes were executed for the balance of $242,301.  As of March 31,
2008, $155,000 of the original promissory notes remains
outstanding.  Due to the lack of fulfilling the terms of the
promissory notes, two of the original participants’ shares, for a total of
125,000 shares, are in the process of being cancelled.  As of March
31, 2008 two new participants subscribed for 125,000 shares under the private
placement and as of March 31, 2008, $60,000 of the new participants’ promissory
notes have been paid and $65,000 remains outstanding.  In addition, on
September 30, 2007, 223,078 warrants issued under the private placement were
exercised for a total value of $64,086, see note 13.  The stock has
not been issued on the exercise of these warrants and is included in
subscription for stock in the equity section of the balance sheet.  As
of March 31, 2008, $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.













F-19


MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008








15.         Treasury
Stock




During
2007, the Company acquired 12,500 common shares of the Company 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 at an average value of $0.56 per
common share, for a total of $17,779.




16.         
Occupancy Costs - Related Party




For the
period of September 2006 to March 2007, the Company operated from a property
owned by a related party and did not incur any rent expenses during this
period.





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





17.         
Income Taxes





The
Company has paid no federal or state income taxes. As of March 31, 2008, the
Company had net operating loss carry forwards for federal income tax reporting
purposes of $3,828,925 which, if unused, will expire in various years. The tax
effect of the operating loss carry forwards and temporary differences at March
31, 2008 and 2007 are as follows:





2008
            
            
            2007Deferred
      Income Tax Assets:Net
      Operating loss carry forward
            
            $
            1,301,835
            
            
            $
            876,005Net
      book value and tax value differences
            
            
            (35,434
            )
            
            
            -Valuation
      allowance for deferred income tax assets
            
            
            (1,266,401
            )
            
            
            (876,005
            )Total
      deferred tax effect
            
            $
            -
            
            
            $
            -




The
following is a reconciliation of the income tax benefit computed using the
combined Canadian federal and provincial statutory rate of 34% (2006 - 34%) rate
to the provision for income taxes:





2008
            
            
            2007Deferred
      Tax Provision:Expected
      income tax benefit
            
            $
            80,006
            
            
            $
            178,326Valuation
      allowance
            
            
            (80,006
            )
            
            
            (178,326
            )Provision
      for income taxes
            
            $
            -
            
            
            $
            -Current
      Tax Provision:Federal
      and Provincial income tax
            
            $
            -
            
            
            $
            -




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













F-20





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008






18.         Commitments
and Contingencies




Commitments




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




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




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




The
Company has entered into agreements with the following parties:




a)         Independent
Mortgage Agents/Loan Officers




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




Series I
Warrants




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




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




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




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














F-21





MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008








18.         Commitments
and Contingencies (cont'd)




Commitments
(cont’d)




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




Series II
Warrants




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




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




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




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




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




b) Maxwell
Realty Inc.




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




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




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




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












F-22


MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008









18.         Commitments
and Contingencies (cont'd)




Commitments
(cont’d)




c) RE/MAX




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




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




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





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








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





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




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




2008
            
            $
            9,2472009
            
            $
            6,8022010
            
            $
            5,8162011
            
            $
            4,1402012
            
            $
            3,662




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.




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




2008
            
            $
            8,8102009
            
            $
            8,8102010
            
            $
            9,9852011
            
            $
            10,5722012
            
            $
            3,524
















F-23


MORTGAGEBROKERS.COM
HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
MAGNADATA, INC.)


Notes to
Condensed Consolidated Financial Statements


March 31,
2008




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




The
Company had the option to renew this lease, for amounts to be determined, for
two additional one year terms. The Company also had the option to purchase the
office space, by May 31, 2007, for $986,815.  The Company did not
exercise its option to purchase the office space.  On August 1, 2007
the office space was sold (note 16) and the lease commitment period was extended
from 2 to 5 years.




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




2008
            
            $
            105,9382009
            
            $
            105,9382010
            
            $
            105,9382011
            
            $
            105,9382012
            
            $
            61,797




Contingencies




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




19.         
Comparative Figures




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




















F24