**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**




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




**FOR
      THE QUARTERLY PERIOD ENDED JUNE 30, 2007**


**OR**





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





**Commission
      File Number 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 shell company as defined in Rule
      12b-2
      of the Exchange Act.





Yes 
      o                      Nox





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





**Class**
            
            **Outstanding
                  at August 13, 2007****Common
                Stock, $.0001 par value**
            
            **37,863,470**































**INDEX**








**PAGE**PART I.
            
            FINANCIAL
                INFORMATIONItem
                1.
            
            Financial
                StatementsUnaudited
                Condensed Consolidated Balance Sheets at June 30,
                2007 and
              December
                31, 2006
            
            1Unaudited
                Condensed Consolidated Statements of
                Operations for the Three and Six
              Months
                Ended June 30, 2007 and 2006
                (Restated)
            
            2Unaudited
                Condensed Consolidated Statements of Cash flows for
                the Six
              Months
                Ended June 30, 2007 and 2006
                (Restated)
            
            3Notes
                Unaudited to Condensed Consolidated Financial
                Statements
            
            4-18Item
                2.
            
            Management’s
                Discussion and Analysis or Plan of
                Operations
            
            19Item
                3.
            
            Controls
                and Procedures
            
            27PART II.
            
            OTHER
                INFORMATION
            
            28Item
                6.
            
            Exhibits
                and Reports on Form 8-K
            
            28Signatures
            
            29













**ITEM
      1. FINANCIAL INFORMATION**




BASIS
      OF
      PRESENTATION




The
      accompanying reviewed financial statements are presented in accordance with
      generally accepted accounting principles for interim financial information
      and
      the instructions to Form 10-QSB and item 310 under subpart A of Regulation
      S-B.
      Accordingly, they do not include all of the information and footnotes required
      by generally accepted accounting principles for complete financial statements.
      In the opinion of management, all adjustments (consisting only of normal
      occurring accruals) considered necessary in order to make the financial
      statements not misleading, have been included. Operating results for the six
      months ended June 30, 2007 are not necessarily indicative of results that may
      be
      expected for the year ending December 31, 2007. The financial statements are
      presented on the accrual basis.

































**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


**(FORMERLY
      MAGNADATA, INC.)**




CONDENSED
      CONSOLIDATED INTERIM FINANCIAL STATEMENTS




FOR
      THE
      THREE MONTH AND SIX MONTH PERIOD ENDED JUNE 30, 2007




UNAUDITED









**CONTENTS**











Condensed
                Consolidated Interim Balance Sheets
            **1**Condensed
                Consolidated Interim Statements of Operations and Comprehensive
                Loss
            **2**Condensed
                Consolidated Interim Statements of Cash Flows
            **3**Notes
                to Condensed Consolidated Interim Financial Statements
            **4
                - 18**
















**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Condensed
      Consolidated Interim Balance Sheets


June
      30,
      2007 and December 31, 2006


Unaudited





**June
                30,**
            
            December
                31,**2007**
            
            2006**(Unaudited)**
            
            (Audited)**ASSETS****Current
                  Assets**Cash
                  and cash equivalents
            
            **$**
            **766,487**
            
            
            $
            1,238,357Referral
                  fees held in trust (note 3)
            
            ****
            **50,284**
            
            
            
            30,320Prepaid
                  expense
            
            ****
            **38,992**
            
            
            
            78,445**Total
                  Current Assets**
            
            ****
            **855,763**
            
            
            
            1,347,122**Furniture
                  and Equipment, net**(note 4)
            
            ****
            **105,188**
            
            
            
            98,571**Equipment
                  Under Capital Lease******(note
                  5)
            
            ****
            **4,842**
            
            
            
            5,198**Total
                  Assets**
            
            **$**
            **965,793**
            
            
            $
            1,450,891**LIABILITIES****Current
                  Liabilities**Bank
                  indebtedness (note 6)
            
            **$**
            **141,057**
            
            
            $
            98,682Accounts
                  payable
            
            ****
            **390,739**
            
            
            
            407,346Accrued
                  liabilities
            
            ****
            **288,122**
            
            
            
            213,547Advances
                  from related party (note 7)
            
            ****
            **160,284**
            
            
            
            204,868Trust
                  liability (note 3)
            
            ****
            **50,284**
            
            
            
            30,320Obligation
                  under capital leases – current portion (note 8)
            
            ****
            **1,791**
            
            
            
            1,674Stock-based
                  compensation accrual – current portion (note 9a)
            
            ****
            **288,164**
            
            
            
            232,082Employee
                  stock-based compensation accrual (note 9b)
            
            ****
            **724,140**
            
            
            
            813,850Total
                  Current Liabilities
            
            ****
            **2,044,581**
            
            
            ****
            **2,002,369**Obligation
                  under capital leases (note 8)
            
            ****
            **3,482**
            
            
            
            3,915Stock-based
                  Compensation Accrual (note 9c)
            
            ****
            **177,722**
            
            
            
            109,134**Total
                  Liabilities**
            
            ****
            **2,225,785**
            
            
            
            2,115,418**Commitments**(note 15)**STOCKHOLDERS’
                  EQUITY****Capital
                  Stock**(note 10)Preferred
                  stock, $0.0001 par value; 5,000,000 shares authorized, none
                  issued
            
            ****
            **-**
            
            
            
            -Common
                  stock, $0.0001 par value; 100,000,000 shares
                  authorized;36,098,470
                  (2005: 33,935,000) issued and outstanding
            
            ****
            **3,610**
            
            
            
            3,609**Additional
                  Paid-in Capital**
            
            ****
            **2,186,942**
            
            
            
            2,179,443**Additional
                  Paid-in Capital - Warrants**(note 11)
            
            ****
            **732,605**
            
            
            
            732,605**Subscription
                  Receivable**(note 12)
            
            ****
            **(157,102**
            **)**
            
            
            (242,301
            )Treasury
                  stock (note 13)
            
            ****
            **(25,234**
            **)**
            
            
            (17,779
            )**Accumulated
                  Other Comprehensive (Loss) Income**
            
            ****
            **30,755**
            
            
            
            (7,417
            )**Accumulated
                  Deficit**
            
            ****
            **(4,031,568**
            **)**
            
            
            (3,312,687
            )**Total
                  Stockholders’ Equity (Deficit)**
            
            ****
            **(1,259,992**
            **)**
            
            
            (664,527
            )**Total
                  Liabilities and Total Stockholders’ Equity**
            
            **$**
            **965,793**
            
            
            $
            1,450,891




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





1





**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Condensed
      Consolidated Interim Statements of Operations and
      Comprehensive Loss


Three
      Months and Six Months Ended June 30, 2007 and 2006 (Restated)


Unaudited




(Restated)
              
              
              
              
              
              (Restated)**Three**
                **Months**
                **Ended**
                **2007**
              
              
              Three
                  Months
                Ended
                2006
              
              
              **Six**
                **Months**
                **Ended**
                **2007**
              
              
              Six
                Months
                Ended
                2006**Revenues**
              
              **$**
              **2,345,263**
              
              
              $
              744,977
              
              
              $
              **3,636,238**
              
              
              $
              1,089,735**Expenses**Commission
                  and agent fees
              
              
              **1,904,733**
              
              
              
              616,212
              
              
              
              **3,093,967**
              
              
              
              842,960Salaries
                  and benefits
              
              
              **317,301**
              
              
              
              218,178
              
              
              
              **627,418**
              
              
              
              397,506General
                  and administrative expenses
              
              
              **347,834**
              
              
              
              169,277
              
              
              
              **550,969**
              
              
              
              702, 257Stock
                  based compensation (note 15c ii)
              
              
              **(49,541**
              **)**
              
              
              25,263
              
              
              
              **56,082**
              
              
              
              25,263Employee
                    stock-based compensation
              
              
              **(271,816**
              **)**
              
              
              (319,290
              )
              
              
              **(89,710**
              **)**
              
              
              52,453Stock
                  based compensation (note 15a, 15b, and 15c i)
              
              
              **26,081**
              
              
              
              11,107
              
              
              
              **68,588**
              
              
              
              33,026Occupancy
                  costs
              
              
              **31,502**
              
              
              
              38,675
              
              
              
              **38,855**
              
              
              
              57,995Interest
                    expense - beneficial conversion feature
              
              
              **-**
              
              
              
              -
              
              
              
              
              
              
              
              108,840**Total
                    Operating Expenses**
              
              
              **2,306,094**
              
              
              
              759,422
              
              
              
              **4,346,169**
              
              
              
              2,220,300**Income
                    (Loss) from Operations**
              
              
              **39,169**
              
              
              
              (14,445
              )
              
              
              **(709,931**
              **)**
              
              
              (1,130,565
              )**Other
                    Expenses**
              
              
              **(8,950**
              **)**
              
              
              (2,662
              )
              
              
              **(8,950**
              **)**
              
              
              (6,351
              )**Income
                    (Loss) Before Income Taxes**
              
              
              **30,219**
              
              
              
              (17,107
              )
              
              
              **(718,881**
              **)**
              
              
              (1,136,916
              )Provision
                    for income taxes (note 14)
              
              
              **-**
              
              
              
              -
              
              
              
              **-**
              
              
              
              -**Net
                    Income (Loss)**
              
              
              **30,219**
              
              
              
              (17,107
              )
              
              
              **(718,881**
              **)**
              
              
              (1,136,916
              )**Foreign
                    Currency Translation Adjustment**
              
              
              **27,573**
              
              
              
              14,384
              
              
              
              **28,712**
              
              
              
              9,734**Comprehensive
                    Income (Loss)**
              
              **$**
              **57,792**
              
              
              $
              (2,723
              )
              
              **$**
              **(690,169**
              **)**
              
              $
              (1,127,182
              )**Basic
                    and Diluted Loss Per Share**
              
              **$**
              **0.00**
              
              
              $
              (0.00
              )
              
              **$**
              **(0.02**
              **)**
              
              $
              (0.03
              )**Weighted
                    Average Number of Shares****Outstanding
                  During the Periods -****Basic
                    and Diluted**
              
              
              **36,098,470**
              
              
              
              35,200,131
              
              
              
              **36,098,360**
              
              
              
              34,612,065




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








2





**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Condensed
      Consolidated Interim Statements of Cash Flows


Six
      Months Ended June 30, 2007 and 2006 (Restated)


Unaudited





(Restated)**2007**
            
            
            2006**Cash
                Flows from Operating Activities**Net
                  loss
            
            **$**
            **(718,881**
            **)**
            
            $
            (1,136,916
            )Adjustments
                  to reconcile net loss to net cash used inoperating
                  activities:Depreciation
            
            ****
            **12,355**
            
            
            
            17,397Interest
                  expense - beneficial conversion feature
            
            
            
            
            
            
            108,840Stocks
                  issued for services
            
            ****
            **41,420**
            
            
            
            441,000Employee
                  stock-based compensation
            
            ****
            **(89,710**
            **)**
            
            
            52,453Stock-based
                  compensation accrual
            
            ****
            **124,670**
            
            
            
            58,289Changes
                  in assets and liabilities:Referral
                  fees held in trust
            
            ****
            **(19,964**
            **)**
            
            
            -Prepaid
                  expense
            
            ****
            **5,533**
            
            
            
            (115,415
            )Accounts
                  payable
            
            ****
            **(16,607**
            **)**
            
            
            280,382Accrued
                  liabilities
            
            ****
            **74,575**
            
            
            
            -Trust
                  liability
            
            ****
            **19,964**
            
            
            
            -Net
                  cash used in operating activities
            
            ****
            **(566,645**
            **)**
            
            
            (293,970
            )**Cash
                  Flows from Investing Activities**Purchase
                  of equipment
            
            ****
            **(18,616**
            **)**
            
            
            (7,428
            )Net
                  cash used in investing activities
            
            ****
            **(18,616**
            **)**
            
            
            (7,428
            )**Cash
                  Flows from Financing Activities**Deferred
                  offering costs
            
            ****
            **-**
            
            
            
            6,358Proceeds
                  from note payable
            
            ****
            **-**
            
            
            
            23,000Obligations
                  under capital leases
            
            ****
            **(316**
            **)**
            
            
            -Increase
                  in bank indebtedness
            
            ****
            **42,375**
            
            
            
            3,971Issuance
                  of common stock for cash
            
            ****
            **85,199**
            
            
            
            811,851Treasury
                  stock
            
            ****
            **(7,455**
            **)**
            
            
            -Repayment
                  of advances from related party
            
            ****
            **(44,584**
            **)**
            
            
            (20,743
            )Proceeds
                  from issuance of warrants
            
            
            
            
            
            
            732,605Net
                  cash provided by financing activities
            
            ****
            **75,219**
            
            
            
            1,557,042**Net
                  (Decrease) Increase in Cash and Cash
                  Equivalents**
            
            ****
            **(510,042**
            **)**
            
            
            1,255,644**Foreign
                  Exchange on Balances**
            
            ****
            **38,172**
            
            
            
            (12,947
            )**Cash
                  and Cash Equivalents - Beginning of Period**
            
            ****
            **1,238,357**
            
            
            
            169,093**Cash
                  and Cash Equivalents - End of Period**
            
            **$**
            **766,487**
            
            
            $
            1,411,790**Supplemental
                  Cash Flow Information**Interest
                  paid
            
            **$**
            **7,049**
            
            
            $
            4,851Income
                  taxes paid
            
            $
            -
            
            
            $
            -




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








3







**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to Condensed Consolidated Interim Financial
      Statements


June
      30,
      2007


Unaudited




**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 (Canadian corporations) (the
“Company”) was formerly known as MagnaData, Inc. and organized under the laws of
      the State of Delaware on February 6, 2003.




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.”). 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.




Change
      of Control




On
      January 31, 2005, the Company’s majority shareholder, Alex Haditaghi, purchased
      1,510,000 common stock from three shareholders of MagnaData Inc. for cash
      consideration ($692,813) in an arms length transaction. This share purchase
      represented approximately 78% of MagnaData’s common stock outstanding at the
      time of the transaction, based on the company’s December, 2004, Form 10-KSB. On
      February 11, 2005 MagnaData Inc.’s name was changed to MortgageBrokers.com
      Holdings, Inc.




As
      part
      of the sale, $74,727 of the Company’s debt was forgiven by a third party and
      $5,698 of the Company’s debt and accrued interest was forgiven by a shareholder
      which resulted in a gain on forgiveness of debt of $80,425.




Going
      Concern




The
      Company’s condensed consolidated interim 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 June 30, 2007, the Company incurred a loss of $718,881 (2006 -
      $1,136,916).




The
      Company’s ability to continue as a going concern is contingent upon its ability
      to secure additional debt or equity financing, initiate sales of its products
      and sustain profitable operations.




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; establishing the operational
      parameters for a centralized shared services underwriting call centre;
      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
      condensed consolidated interim 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.







4













**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited




**2.            
      Summary of Significant Accounting
      Policies**




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





a)
            Interim
                Financial Statements





The
      accompanying interim unaudited financial information has been prepared pursuant
      to the rules and regulations of the Securities and Exchange Commission. Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States of America have been condensed or omitted pursuant to such rules
      and regulations, although management believes that the disclosures are adequate
      to make the information presented not misleading. The consolidated 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, 2005 as filed
      with
      the SEC. In the opinion of management, all adjustments, consisting only of
      normal recurring adjustments, are necessary to present fairly the financial
      position of the Company as of June 30, 2006 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 Presentation





The
        condensed consolidated interim financial statements include the accounts
        of the
        Company and its wholly owned subsidiaries Mortgagebrokers.com Inc. and
        Mortgagebrokers.com Financial Group of Companies, Inc. and are presented
        under
        the accrual basis of accounting. 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 recorded at cost. Depreciation is calculated using the following annual
      rates
      and methods base on estimated useful lives:




Furniture
                and equipment
            20%
                decliningComputer
                equipment
            30%
                decliningComputer
                equipment under capital lease
            30%
                declining







5







**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


**(FORMERLY
      MAGNADATA, INC.)**


Notes
      to
      Consolidated Financial Statements


March
      31,
      2007







**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 borrowers mortgage and when the collection is reasonably
      assured which occurs when the 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 June 30, 2007, the carrying value of accounts
      payable and accrued liabilities, advances from related party and long term
      debt
      approximate their fair value.










6





**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


**(FORMERLY
      MAGNADATA, INC.)**


Notes
      to
      Consolidated Financial Statements


March
      31,
      2007







**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
      9.











7







**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


**(FORMERLY
      MAGNADATA, INC.)**


Notes
      to
      Consolidated Financial Statements


March
      31,
      2007







**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





Basic
      earnings per share (“EPS”) is computed by dividing earnings available to common
      shareholders by the weighted average number of common shares outstanding for
      the
      period as required by the Financial Accounting Standards Board (FASB) under
      SFAS
      No. 128, “Earnings per Shares”. Diluted EPS reflects the potential dilution of
      securities that could share in the earnings. As at March 31, 2007 there were
      no
      dilutive securities that would impact the EPS.





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' equity, 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.











8








**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


**(FORMERLY
      MAGNADATA, INC.)**


Notes
      to
      Consolidated Financial Statements


March
      31,
      2007








**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.





o)          Recent
      Accounting Pronouncements





In
      February 2007, the United States Financial Accounting Standards Board (“FASB”)
      issued Statement of Financial Accounting Standard (“SFAS”) No. 159, “The
      Fair Value Option for Financial Assets and Financial Liabilities --
      Including an amendment of FASB Statements No. 115” (“SFAS 159”).
      SFAS 159 allows the irrevocable election of fair value as the initial and
      subsequent measurement attribute for certain financial assets and liabilities
      and other items on an instrument by instrument basis. Changes in fair value
      would be reflected in earnings as they occur. The objective of SFAS 159 is
      to improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions. SFAS 159 is effective as of the beginning of the first fiscal
      year beginning after November 15, 2007. The Company is currently evaluating
      if it will elect the fair value option for any of its eligible financial
      instruments and other items.




On
      May 2, 2007 the FASB issued FASB Interpretation (“FIN”) No. 48-1,
“Definition of*Settlement* in FASB Interpretation 48”
(“FIN 48-1”). FIN 48-1 amends FIN 48, “Accounting for Uncertainty
      in Income Taxes -- an interpretation of FASB Statement No. 109”
(“FIN 48”) to provide guidance on how an enterprise should determine
      whether a tax position is effectively settled for the purpose of recognizing
      previously unrecognized tax benefits. The guidance in FIN 48-1 shall be
      applied upon the initial adoption of FIN 48. The Company does not
      anticipate that the adoption of this statement will have a material effect
      on
      its financial condition or operations.










9







**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited







**3.**         **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 an Registered Retirement
      Savings Plan ("RRSP") account on behalf of the respective agent, administered
      as
      the RE/MAX Agent Retirement Plan by Manulife. The aforementioned fees to date
      have been deposited into a temporary trust account that has signing officers
      from both the company & RE/MAX, until the Manulife administered program is
      fully established. It is expected that these funds will be deposited into the
      respective agents' RRSP by the third quarter of 2007. As of June 30, 2007
      $50,284 in referral fees has accumulated in the trust account.





**4.           Furniture
      and Equipment,
      net**




**Cost**
            
            
            **Accumulated**
              **Amortization**
            
            
            **Net
                Book**
              **Value**
              **2007**
            
            
            Net
                Book
              Value
              2006Furniture
                and equipment
            
            **$**
            **116,061**
            
            
            **$**
            **33,557**
            
            
            **$**
            **82,504**
            
            
            $
            85,650Computer
                equipment
            
            ****
            **21,693**
            
            
            ****
            **7,003**
            
            
            ****
            **14,690**
            
            
            
            14,921Computer
                software (see below)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Leasehold
                improvements
            
            ****
            **8,642**
            
            
            ****
            **648**
            
            
            ****
            **7,994**
            
            
            
            -**$**
            **146,396**
            
            
            **$**
            **41,208**
            
            
            **$**
            **105,188**
            
            
            $
            100,571







In
      2005,
      the Company initiated the development of a prototype proprietary back office
      software technology branded****eXimius. The prototype
      software was being developed to test the viability for automation in the
      Company’s back office administrative areas of mortgage underwriting, commission
      management, and regulatory compliance. The software was not licensed from a
      third party, but 100% internally developed. The Company does not intend to
      license for use the developed prototype software to third parties. Development
      costs through June 2006, consisted primarily of development staff wages and
      related expenses. This investment was capitalized commencing in 2005 after
      the
      prototype became available for use.  In the fourth quarter of 2006, it
      was determined that the software was no longer of value to the Company, and
      was
      therefore written-off.





**5.**           **Equipment
      Under Capital
      Leases**





**2007**
            
            
            2006Computer
                equipment
            
            **$**
            **6,702**
            
            
            $
            6,115Less:
                accumulated depreciation
            
            
            (1,859
            )
            
            
            (917
            )**$**
            **4,842**
            
            
            $
            5,198




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








10




**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited








**6.           Bank
      Indebtedness**




On
      November 22, 2005, the Company obtained a line of credit with a limit of
      $141,057. The line of credit bears interest at Royal Bank of Canada’s prime plus
      0.5%, is unsecured and due on demand.





**7.           Advances
      From Related Party**




During
      the period, a shareholder/officer of the Company advanced $160,284 (December
      31,
      2006 $204,868) to fund the working capital of the Company. The advances are
      non-interest bearing, due on demand and unsecured.




**8****.**            **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:




2007
            
            $
            **1,327**2008
            
            
            **2,230**2009
            
            
            **1,716**Total
                minimum lease payments
            
            
            **5,273**Less:
                current portion
            
            
            (1,791
            )Long-term
                portion
            
            $
            **3,482**




**9.           Stock-based
      Compensation
      Accrual**





The
      Company has accrued expenses for stock based compensation:





a)    As
      of June 30, 2007, the Company accrued a stock based compensation expense for
      554,162 common shares at a price of $0.52 per share for a total of $288,164
      to
      the parties referred to in note 15 c(ii).





b)    As
      of June 30, 2007, the Company accrued a stock based compensation expense of
      $724,140 under its Equity Compensation Plan referred to in note 10.





c)    As
      of June 30, 2007, the Company accrued a stock based compensation expense for
      341,773 common shares at a price of $0.52 per share for a total of $177,722
      to
      the parties referred to in note 15a, 15b, and 15c.







11







**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited







**10.           Capital
      Stock**




Preferred
      Stock




The
      Company has 5,000,000 shares authorized of preferred stock with a par value
      of
      $0.0001. The Company has issued none of these shares as of June 30,
      2007.




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
      share 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




ii)
              further,
                    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.




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.
      This
      plan allows the Company to issue up to 1,300,000 shares of common stock through
      stock options, restricted stock or stock awards. As of June 30, 2007, no options
      had been granted under this plan.




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.




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.







12





**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited





**10.**          **Capital
      Stock**(Continued)





On
        January 3, 2007, the Company issued 10,000 restricted common shares at a
        price
        of $0.75 per share for total amount of $7,500 to SmallCapVoice.com, based
        on the
        execution of an investor relations agreement.





**11.          Additional
      Paid-in Capital -
      Warrants**




During
      June 2006, RE/MAX purchased 2,112,470 units of the Company for aggregate
      proceeds of $2,112,470 as a part of private placement (note 9). 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.





**12.           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 RE/MAX
      Ontario-Atlantic Canada Inc., its executives and franchisees, at a price per
      share of $1.00 for an aggregate offering price of $2,112,470. Payment of
      $1,852,344 was received & promissory notes were executed for a balance of
      $260,126.  As of June 30, 2007, $157,102 remains
      outstanding.




**1****3****.**            **Treasury
      Stock**




The
      Company acquired 44,100 common shares of the Company at an average value of
      $0.57 per common share, for a total of $25,234.








13







**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited








**14.           Income
      Taxes**




The
      Company has paid no federal or state income taxes. As of June 30, 2006, the
      Company had net operating loss carry forwards for federal income tax reporting
      purposes of $2,841,541 which, if unused, will expire in various years. The
      tax
      effect of the operating loss carry forwards and temporary differences at June
      30, 2007 and 2006 are as follows:




**Six
                Months**
            
            (Restated)
              Six
                Months**Ended**
            
            Ended**June
                30,**
            
            June
                30,**2007**
            
            2006Deferred
                Income Tax Assets:Operating
                loss carry forward
            
            **$**
            **966,124**
            
            
            $
            579,453Valuation
                allowance
            
            ****
            **(966,124**
            **)**
            
            
            (579,453
            )Total
                deferred tax effect
            
            $
            -
            
            
            $
            -




The
      following is a reconciliation of the income tax benefit computed using the
      federal statutory rate to the provision for income taxes:




**June
                30,**
            
            
            (Restated)
              June
                30,**2007**
            
            
            2006Deferred
                Tax Provision:Benefit
                at Federal statutory rate (34%)
            
            **$**
            **251,601**
            
            
            $
            309,734Change
                in Valuation allowance
            
            ****
            **(251,601**
            **)**
            
            
            (309,734
            )Provision
                for income taxes
            
            $
            -
            
            
            $
            -Current
                Tax ProvisionFederal
                and State income tax
            
            $
            -
            
            
            $
            -






14







**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited







**15.           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 US 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.





As
      of
      June 30, 2007, the Company has entered into agreements with the following
      parties:





*a)*
            *Independent
                Mortgage Agents*





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:
            USD
                $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:
            SERIES
                I warrants are fully vested on the 5th
                anniversary
                of the Effective Date


Determination
                Date:
            5
                year anniversary of Effective Date





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:
            USD
                $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







15





**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited







**15****.**           **Commitments******(continued)





*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:
            USD
                $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
                Date


Additional
                Vestment:
            SERIES
                III warrants are fully vested on the fifth anniversary of the Effective
                Date





*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:
            USD
                $3,000 US worth of warrants divided by the Strike Price per CDN $10
                million dollars 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.











16




**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited







**15****.**           **Commitments******(continued)





*d)*
            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:




2007
            
            $
            3,3602008
            
            $
            7,5602009
            
            $
            7,5602010
            
            $
            8,5682011
            
            $
            9,072Thereafter
            
            $
            3,024





e)
            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 is effective commencing April 1, 2007 for
                  a two year
                  term.




The
                      Company has the option to renew this lease, for amounts to
                      be determined,
                      for two additional one year terms. The Company also has 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.


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


2007
            
            $
            48,1792008
            
            $
            96,3592009
            
            $
            24,090




Contingencies




Trisan
      Equitable Corporation ("TRISAN") commenced an action in October 2006 in Ontario,
      Canada against several parties including MortgageBrokers.com Holdings, Inc.
      The
      statement of claim is for an aggregate payment of approximately $1.3 MM plus
      applicable interest related to a financing agreement. The Company plans to
      vigorously defend itself in this claim and has launched a counter suit in
      Ontario Superior Court against TRISAN and related parties in the amount of
      $4.8
      MM. Legal counsel for the Company at this time estimate that this claim maybe
      a
      reasonably possible contingent liability for the Company of up to $520,000
      plus
      applicable interest. At the present time, the Company and its legal counsel
      agree that the outcome of this proceeding cannot be reasonably determined at
      this time.




Trisan
      is
      claiming against all of the defendants, the principal sum of $598,636 CDN
      ($513,689 USD); $33,752 CDN ($28,963 USD) for legal fees; pre-judgment interest
      on such sum at 10% per annum calculated from June 26, 2005 to the date of
      payment; $10,000 CDN for a loan commitment fee; damages of $750,000 CDN; and
      pre- and post-judgment interest and its legal costs.







17







**MORTGAGEBROKERS.COM
      HOLDINGS, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Interim Financial Statements


June
      30,
      2007


Unaudited







**15****.**           **Commitments******(continued)





No
      amount
      has been accrued in the Company's financial statements at year end as the
      outcome of the claim can not be reasonably determined.





The
      defendants to Trisan's action, with one exception, have counterclaimed against
      Trisan and its principals for $5,500,000 CDN ($4.8 million USD).








**16.           Comparative
      Figures**




Certain
      figures for the prior period have been restated and reclassified to conform
      with
      the current period’s financial statement presentation.  Please see
      restated filings for details of the restated items.








18





**Item
      2. Management's Discussion and Analysis of Financial
      Conditions and Results****of
      Operations**




THE
      FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
      STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS FORM
      10-QSB.




**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




*This
      Report contains certain financial information and statements regarding our
      operations and financial prospects of a forward-looking nature. Although these
      statements accurately reflect management's current understanding and beliefs,
      we
      caution you that certain important factors may affect our actual results and
      could cause such results to differ materially from any forward-looking
      statements which may be deemed to be made in this Prospectus. For this purpose,
      any statements contained in this Prospectus which are not statements of
      historical fact may be deemed to be forward-looking statements. Without limiting
      the generality of the foregoing, words such as “may”, “intend”, “expect”,
“believe”, “anticipate”, “could”, “estimate”, “plan”, or “continue” or the
      negative variations of these words or comparable terminology are intended to
      identify forward-looking statements. There can be no assurance of any kind
      that
      such forward-looking information and statements in any way reflect our actual
      future operations and/or financial results, and any of such information and
      statements should not be relied upon either in whole or in part in any decision
      to invest in the shares. Many of the factors, which could cause actual results
      to differ from forward looking statements, are outside our control. These
      factors include, but are not limited to, the factors discussed above under
“Risk
      Factors.”*




*Organization*




MortgageBrokers.com
      Holdings, Inc. (the “Company” or “MortgageBrokers.com”) registered a change of
      name with the state of Delaware in February 2005. We were formerly known as
      MagnaData, Inc. and organized under the laws of the State of Delaware on
      February 6, 2003.




*Nature
      of Business and Planned Operations*




The
      present primary focus of the Company's mortgage origination operations entail
      establishing a national agency sales force to service the borrowing and
      refinancing needs of individual home buyers.  The national agency sales
      force are independent contractors operating 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's subsidiaries provide
      to
      our national agency sales network is mortgage brokerage licensure; a national
      brand and related marketing initiatives; a regulatory compliance service
      associated with our agents transactions; a payroll and commission service
      reconciling commission fees paid by lenders and insurers and accurate and timely
      payroll to our agents; 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.




We
      have
      access to a full range of mortgage lenders and our agents find the right loan
      with the best rates, terms and costs 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
      unique strategic alliances within the real estate industry to allow our agents
      access, on a volume basis, to the customer early in the purchase sales cycle.
      We
      continue to build on these relationships to increase our market share in the
      purchase as well as the refinance mortgage origination market
      place.




Our
      mortgage origination operations generate revenue by placing mortgages with
      third
      party lenders who, in return, pay the Company a commission fee that can range
      between 75 to 150 basis points (0.75 to 1.5 %) of the total mortgage volume.
      In
      addition, we presently earn revenues through the referral of creditor insurance
      to third party insurance providers.  The Company's Canadian subsidiary
      agency sales force consists of recruited independent contractors operating
      regionally under the Company's licensure. Generally, in the MortgageBrokers.com
      model, our licensed agents earn at least 85% of received commission
      fees.




We
      are
      the first publicly traded independent (non-bank owned) mortgage brokerage
      organization operating in Canada with a universal domain name that provides
      expansion opportunity to markets outside Canada and the USA.  We have
      deconstructed the existing origination business models and created a sustainable
      model that addresses long standing mortgage broker industry issues of agent
      ownership, exit strategy and retention, while at the same time creating a model
      through which our national agency sales force and sales channel distribution
      alliances can generate revenue and earn equity participation on a referral
      basis.




Our
      planned operations consist of becoming a financial services company centered
      around mortgage finance, brokerage, sales and consulting in Canada, the United
      States and the European Union (“E.U.”).  Operations are presently
      conducted through our subsidiaries, Mortgagebrokers.com, Inc. (Ontario
      corporation) and MortgageBrokers.com Financial Group of Companies, Inc (Canadian
      federal corporation) in Canada only.




19




*Ontario,
        Canada, Housing Market*
  Despite
        concerns over a higher Canadian dollar and its impact on Ontario, Canada’s
        manufacturing sector, the housing markets across Ontario continue to perform
        above and beyond industry expectations, according to a report released in
        the
        Spring of 2007 by RE/MAX Ontario-Atlantic Canada.
  Stronger
        than expected consumer confidence levels have fuelled extraordinary demand
        for
        properties this year.  The REMAX Ontario Market Trends Report,
        highlighting residential real estate activity in more than 30 major centers,
        found that sales were climbing in 85 per cent (28 out of 33) of markets
        surveyed, while all but one market saw average price escalate.
  Parry
        Sound, Clarington/Bowmanville/Newcastle, Trenton, Belleville, North Bay and
        Pembroke lead the province in terms of percentage increase in unit sales,
        with
        double-digit gains of 20, 17, 15, 15, 12, and 11 per cent
        respectively.
  Unprecedented
        demand for single-detached homes along the Toronto Yonge St. corridor prompted
        double-digit price increases in the Greater Toronto’s top performing
        neighborhoods’ in the first six months of the year, according to RE/MAX
        Ontario-Atlantic Canada.  In total, 56 of the 62 Toronto Real Estate
        Board Districts examined reported an increase in the average price of a
        single-detached home between January to June 2007, compared to the same period
        one year ago.  Leading the charge was Forest Hill, Chaplin Estates,
        Deer Park, and Cedarvale with a 16.8 per cent increase over one year ago,
        bringing average price to a just over one million dollars.  Thornhill,
        Vaughan followed in second place with an average price of $565,428, up 15
        per
        cent versus the same period in 2006.  South Hill, Annex, Yorkville
        claimed third spot, with an average price of $883,869, 14.3 per cent ahead
        of
        one year ago, while Lansing, Willowdale, and Newtonbrook reported a 12.2
        per
        cent upswing to $618,179. Port Credit, Mineola secured the fifth position,
        with
        an average price 11.3 per cent ahead of last year’s figure at
        $581,167.  Close to half of all GTA districts are now reporting a
        single-detached average price in excess of $500,000.
  Average
        price has seen solid appreciation in the first five months of the year, with
        all
        but Windsor reporting an increase in values. The greatest gain occurred in
        Timmins, where the demand for residential properties prompted a 29 per cent
        upswing in year-to-date average price, compared to one year
        ago.  Double-digit increases in average price were also noted in
        Sudbury (22 per cent), Haliburton (20 per cent), Collingwood (10 per cent)
        and
        North Bay (10 per cent), Pembroke/Petawawa (10 per cent) and Sarnia (10 per
        cent).
  Statistics
        Canada recently substantiated the trend. Between 2001 and 2006, six census
        metropolitan areas located in the Greater Golden Horseshoe (Southern Ontario)
        reported population growth rates higher than the national average, including
        Barrie, Oshawa, Toronto, Kitchener, Guelph, and Brantford.
  Empty-nesters
        and retirees are also setting down stakes for their golden years, returning
        to
        their original hometowns flush with equity gains realized in larger,
        metropolitan areas.  In many instances, these purchasers are sparking
        demand for upper-end product – as evidenced by the 73 per cent of markets
        reporting an up-tick in luxury home sales in the first five months of the
        year.
  Other
        highlights include:
  ·
              In-migration
                  from other areas of the province has been a boon to residential
                  real
                  estate in small to mid-sized
                  markets.
  ·
              Positive
                  economic fundamentals have buyers spending more, with a growing
                  number of
                  first-time purchasers foregoing starter product and opting for
                  homes in
                  the mid-range.
  ·
              The
                  renovation trend now blankets southern Ontario, driving up values
                  across
                  the board.
  ·
              Although
                  the provincial average price now approaches $300,000, starting
                  prices for
                  entry-level product can be as low as $100,000, making homeownership
                  a
                  realistic expectation for most
                  Ontarians.
  ·
              Detached
                  homes were most popular in markets across the province, accounting
                  for the
                  vast majority of sales. Alternatives such as condominiums and town
                  homes,
                  just gaining a foothold in smaller centers, were not necessarily
                  the more
                  affordable choice.
  This
        data
        is the copyright content of RE/MAX Ontario-Atlantic Canada Inc. from their
        Market Research Report (as reported in***RE/MAX Ontario
        Market Trends Report**, June 21, 2007).*
  *Canadian
        Mortgage Market*
  The
        Canadian mortgage market continues to grow, helped by low mortgage rates
        that
        make home ownership possible, even as housing prices rise, according to a
        report
        released by the Canadian Association of Accredited Mortgage Professionals
        (“CAAMP”). The report, authored by CAAMP’s Chief Economist Will Dunning, was
        based on information gathered by Maritz Research in a phone survey in February.
         The report indicates that even if interest rates increased by as much as
        one-half point, 80 per cent of Canadians could tolerate the increase to their
        mortgage payments.
  “Canada
        is economically strong and Canadians are financially fit and the mortgage
        market
        reflects this,” stated the Canadian Association of Accredited Mortgage
        Professionals.  “Our recent survey shows that mortgage holders continue to
        be satisfied with their current rates and could absorb a further 0.5 per
        cent
        increase, without it having a “significant impact” on their standard of
        living.”





20





At
        a time
        when the U.S. mortgage market has been shaken by defaults in the sub prime
        sector, CAAMP asked Canadians how aware they were of alternative products
        such
        as interest-only mortgages, longer amortization periods and no down payment
        mortgages. About half of consumers, 51 per cent, said they were aware.
        Thirty-six per cent responded positively to the alternatives, 27 per cent
        were
        negative and 31 per cent expressed a neutral view. Younger Canadians who
        did not
        own homes were most interested in these alternatives.  On the whole, the
        CAAMP survey shows a strong and growing Canadian mortgage market, and unlike
        the
        Americans, Canadians remain confident and optimistic about the future of
        this
        market.
  With
        regards to mortgage renewal activity in Canada, almost one quarter of
        respondents (23 per cent) have yet to decide on the type of mortgage renewal,
        although 44 per cent of surveyed mortgage holders who expect to renew their
        mortgages in the coming half of 2007 will choose a five-year term.  And
        further indication of the health of the Canadian economy is supported by
        the
        fact that of the 4.9 million home owners in this country, almost 300,000
        will
        not renew their mortgages (mortgages will have been paid off).
  Average
        house prices rose by about 10 per cent in both 2004 and 2005 and a further
        11
        per cent in 2006. Canadians remain optimistic about housing markets. For
        all of
        Canada, only 9 per cent of consumers surveyed expressed negative opinions
        about
        the prospects for house prices in their community. When asked “Is now a good
        time or a bad time to buy a new home in your community?” the most positive
        responses were given in Atlantic Canada and Ontario. The most significant
        jump
        in positive responses was seen in British Columbia, where it moved from below
        national average in the fall 2005 to almost in line with the average this
        fall.
        Alberta had the most negative outlook, where many consumers considered their
        local housing markets over-heated.
  Earlier
        in the Year, CAAMP stated that Canadians have every intention of keeping
        up the
        feverish pace of mortgage borrowing, adding an expected $78 billion by the
        end
        of 2007 to produce a total mortgage credit valued at $808 billion, according
        CAAMP. The information was gathered by Pollara in a phone survey in late
        September and analyzed in conjunction with CAAMP’s economist, Will
        Dunning.
  The
        mortgage credit market is a big component of the Canadian economy.
 Outstanding Canadian mortgage credit was valued at $687 billion, mid-2006
        (compared to $617 billion, mid-2005). Canadian mortgage credit is expected
        to
        grow by 10.8 per cent in 2006 for a year end total of $730 billion. Further
        growth of 10.5 per cent is forecasted for 2007 for a Canadian mortgage credit
        of
        $808 billion by year end. Approval activity in 2006 will be approximately
        $197.6
        billion (8.5 per cent higher than in 2005). For 2007, approvals are forecasted
        to exceed $200 billion for the first time at $204.5 billion (3.5 per cent
        higher
        than in 2006).
  Residential
        mortgage lending in Canada is provided by a wide range of institutions.
        According to the September survey, chartered banks account for approximately
        three-fifths (59 per cent) of the outstanding residential mortgage credit.
        The
        data collected shows that NHA Mortgage Backed Securities have gained 2.0
        per
        cent of the market in the same period.
  Ontario
        accounted for nearly half the residential mortgage approvals in 2005, with
        45
        per cent of the market. British Columbia, Alberta and Quebec each accounted
        for
        more than 10 per cent of the nation’s mortgage activity. When asked if “now is a
        good or bad time to buy a home in your community”, Alberta and British Columbia
        were the only two provinces which said most definitely ‘no’ - Alberta: 70 per
        cent negative vs. 12 per cent positive; B.C.: 45 per cent negative vs. 25
        per
        cent positive. The survey findings show that Canadians as a whole are
        exceptionally happy (or “comfortable”) with the current state of the housing
        market and their residential mortgages.
  This
        information and content for Canadian Mortgage Market is the copyright content
        of
        CAAMP.ORG (as reported by the*Canadian Association of Accredited Mortgage
        Professionals, April 16, 2007**)*
  *Basis
        for Current Operational Activity*
  In
        the
        first two quarters of 2006, we continued to execute, test and refine our
        business strategy of recruiting and licensing mortgage brokerage books of
        business across Canada and solidifying our first two real estate strategic
        alliances, namely: Maxwell Realty Inc. (“Maxwell”) and RE/MAX Ontario-Atlantic
        Canada Inc. (“RE/MAX”).  In the first quarter 2006, service level
        agreements and strategic market licensure agreements were executed with Maxwell
        and RE/MAX.  Agreements with Maxwell and RE/MAX provide us with added
        market access initially in Alberta, Ontario and Eastern Canada and eventually
        in
        the United States and the E.U.  The assets of Lending Source Canada
        Inc. in Alberta, Canada were acquired by our company in exchange for stock
        in
        our company to provide a platform for servicing Maxwell in Alberta.
  Our
        investment banking relationship with vFinance, Inc. of Florida was solidified
        in
        the first quarter of 2006 to provide the company on-going consulting services
        related to investment capital, mergers and acquisitions.  The Company
        plans to continue this relationship moving forward.
  In
        February, 2006, we issued a Private Placement Memorandum (“PPM”) to accredited
        and qualified investors on a prospectus exempt basis offering the sale of
        a
        minimum of 2,000,000 shares and a maximum of 6,000,000 shares at $1.00 per
        share
        pursuant to the execution of a 10 year strategic alliance license agreement
        with
        RE/MAX. On June 9th, 2006 this private placement was completed and 2,112,470 shares
        at $1.00 per share for the amount of $2,112,470 were issued.  A
        payment of $1,852,344 was received and promissory notes for the balance of
        $260,126 were executed.  Through the last quarter of 2005 and first
        quarter of 2006, we executed notes for unsecured debt to affiliates of RE/MAX
        which were converted on June 9th, 2006,
        into stock
        at the same price as offered through the private placement ($1.00 per
        share).




21




Investors
        who subscribed for shares in the private placement received rights for 1
        warrant
        priced at a 30% discount to market for each share subscribed for, executable
        at
        a rate of 25% per year and each warrant executable in a given year having
        a 30
        day expiry following the four successive anniversary dates to the private
        placement closure date of June 9th.
  Since
        launching our “Broker Channel Ownership Program” to the Canadian marketplace in
        the third quarter of 2005, we continue to receive early adoption to our
        innovative business model of equity ownership by the long term value builders
        within the mortgage broker community. This model, which is revolutionary
        to the
        mortgage brokerage industry, resolves the long standing mortgage broker industry
        issues of equity ownership, career exit strategy, agent recruitment and agent
        retention – allowing our mortgage broker sales channel national agent network to
        be established and grow rapidly.
  The
        Broker Channel Ownership Program provides an opportunity for our Canadian
        subsidiary's national agency sales force to earn stock warrants in the Company
        generally based upon the future discounted cash flow margin contribution
        of
        mortgage volume origination by each exclusively contracted mortgage agent,
        pursuant to the execution of a stock warrant agreement.  The mortgage
        agents are not eligible to earn stock warrants until a minimum term sales
        period
        is completed in full, the first of which is five years following execution
        of an
        exclusive agency contract with the Company.  The expected first
        Company stock warrants associated with this program will be executed by
        contracted sales mortgage agents in the fall of 2008 which might be registered
        and monetized in 2009 at the earliest. It is expected that stock warrants
        for as
        many as 5,000,000 shares will be executed with the Canadian agency sales
        force
        between 2010 and 2015.  As reported in the Company's Form 8K filing on
        June 9, 2006, Alex Haditaghi, the Company Chairman and Chief Executive Officer,
        agreed that commencing on January 31, 2006, the next 4,000,000 shares to
        be
        granted to the national sales agency network will be provided out of Mr.
        Haditaghi's personal holdings and be non-dilutionary on the company's capital
        structure.
  This
        initiative was designed to provide our national sales agency network a career
        exit strategy for retirement and a retention strategy for team building
        purposes. 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 to benefit from
        Company growth related directly to their contribution.  The Company
        may modify this initiative from time to time in the future for new agents
        based
        upon changing market conditions and changes in the national agency sales
        force
        margin contribution to the Company.
  For
        further clarification, details of the current model for the Broker Channel
        Ownership Program are summarized as follows:
  1)
              Recruited
                  mortgage sales agents execute an exclusive agreement with a subsidiary
                  of
                  MortgageBrokers.com as a third party sales subcontractor.  The
                  mortgage agents agree to operate under the terms of the sales agreement
                  and the mortgage broker licensure and brand of the Company and
                  allow the
                  Company to take typically 15% of the commission fees payable to
                  the
                  mortgage agent from a mortgage lender in exchange for payroll,
                  revenue
                  management (volume pooling), licensure, compliance, marketing services
                  and
                  stock warrants in MortgageBrokers.com Holdings,
                  Inc.
  2)
              No
                  money is paid by the Company for purchase of any asset of the mortgage
                  agent or their business including the agent's book of
                  business.  The company does not take an equity ownership
                  position in the independent business of the individual mortgage
                  agent or
                  mortgage agent team.
  3)
              Generally,
                  the size of potential warrant issues to a contracted sales agent
                  or sales
                  agent team is modeled upon a discounted cash flow valuation of
                  the margin
                  contribution to the Company's bottom line represented by the mortgage
                  agent's mortgage average annual origination sales volume over a
                  forward
                  period and taking into account foreign exchange and the Company's
                  cost
                  structure. An agent or agent team are eligible to receive multiple
                  warrant
                  issues based on performance and pursuant to the execution of a
                  warrant
                  agreement.
  4)
              Presently,
                  under existing formulae and by way of example to illustrate the
                  warrant
                  model for mortgage agents, a mortgage agent team responsible for
                  originating $100 million in average annual mortgage volume over
                  a five
                  year period would be eligible to
                  receive:
  a)
              USD
                  $83,000 dollars worth of cashless (fully earned) stock warrants
                  (“Series I
                  Mortgage Agent Warrants”), the warrant pricing being the greater of the 20
                  day average closing price preceding the warrant series earnings
                  period or
                  USD $1.00.  If the mortgage agent team's five year average
                  annual mortgage volume is less or more than the afore-mentioned
                  $100
                  million, the number of Series I Mortgage Agent Warrants granted
                  to the
                  agent or agent team is adjusted proportionately. The mortgage agents
                  are
                  not eligible to earn Series I Mortgage Agent Warrants until a minimum
                  5
                  year term sales period is completed in full, following execution
                  of an
                  exclusive agency sales contract with the Company.  It is
                  expected that Series I Mortgage Agent Warrants will be granted
                  within 6
                  months following the five year anniversary date of the agent's
                  executed
                  license agreement.  The Series I Mortgage Agent Warrants have no
                  additional vestment period associated with them;
                  and,






22






b)
              Additionally,
                  the mortgage agent or agent team would be eligible to earn USD
                  $16,513
                  dollars worth of cashless (fully earned) stock warrants each year,
                  the
                  warrant pricing being the greater of the 20 day average closing
                  price
                  preceding the warrant series earnings period or USD $1.00, subject
                  to the
                  following vestment periods:Ø
              Stock
                  warrants earned each year in the first five year period following
                  execution of the agent's license agreement with the Company, have
                  a three
                  year vestment period following the five year initial earnings period
                  (Series II Mortgage Agent Warrants).  In summary, Series II Mortgage
                  Agent Warrants earned in the first five years based on the agent's
                  annual
                  origination sales volume, are granted and exercisable following
                  the eight
                  year anniversary date of the agent's executed license agreement.
                  If the
                  mortgage agent team's annual mortgage origination sales volume
                  is less or
                  more than the afore-mentioned $100 million, the number of Series
                  II
                  Mortgage Agent Warrants granted to the agent or agent team is adjusted
                  proportionately.Ø
              Currently,
                  stock warrants earned in year's 6 through 8 following execution
                  of the
                  agent's license agreement with the Company, are vested till the
                  tenth year
                  anniversary of the agent's executed license agreement (“Series III
                  Mortgage Agent Warrants”). In summary, Series III Mortgage Agent Warrants
                  earned in the year's six through eight based on the agent's annual
                  origination sales volume, are granted and exercisable following
                  the tenth
                  year anniversary date of the agent's executed license agreement.
                  If the
                  mortgage agent team's annual mortgage origination sales volume
                  is less or
                  more than the afore-mentioned $100 million, the number of Series
                  III
                  Mortgage Agent Warrants granted to the agent or agent team is adjusted
                  proportionately.Ø
              Continued
                  warrant series issues earned for subsequent three year periods
                  following
                  the Series III Mortgage Agent Warrant earnings period are similarly
                  structured with two year vestments following the three year earning
                  period.Ø
              Warrant
                  pricing for Series II and all following issues of Mortgage Agent
                  Warrants
                  is established as the twenty (`20') day average closing price of
                  the stock
                  preceding the commencement of the Series earning period or at the
                  minimum
                  value of USD $1.00, which ever is greater. For example, for Series
                  II
                  Mortgage Agent Warrants, the price is established as the greater
                  of the
                  twenty (`20') day average closing price preceding the fifth anniversary
                  date of the agents license agreement or USD
                  $1.00.
  5)
              The
                  mortgage agents are not eligible to earn Mortgage Agent Warrants
                  for any
                  incomplete earnings period. It is expected that all warrants will
                  be
                  granted within 6 months following the relative warrant series earning
                  period vestment period.
  While
        the
        accrual and issue of stock-based compensation represents an immediate charge
        to
        the Company's bottom line at this early stage in it's growth, the Company
        believes that the benefits of leveraging the Company's capital structure
        to
        rapidly build a quality `book of business' far outweigh the short term expense
        as we build a long term, sustainably profitable partnership with our sales
        force
        whose interests are aligned with those of shareholders.
  As
        well,
        through the execution of long term real estate channel strategic alliance
        agreements, our model has the opportunity to capture the customer experience
        at
        the very start of the mortgage purchase sales cycle and leverage long standing
        industry leading brands to increase origination capture and optimize revenue
        management opportunities with the lender community.  Our existing real
        estate strategic alliances established in the last two quarters of 2006 with
        long term service agreements amount to a $30 billion mortgage origination
        opportunity annually.  In the audited financial statements for 2005,
        we announced the signing of a letter of intent with RE/MAX, who command a
        real
        estate sales associate network of over 8,000 agents in Canada.  During
        the first quarter of 2006, we announced that RE/MAX and MortgageBrokers.com
        have
        executed a 10 year strategic alliance marketing, referral and revenue sharing
        agreement, renewable for an additional ten years, completing the
        relationship.
  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 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
                  DateNumber
                  of Warrants:
              USD
                  $3,000 US worth of warrants divided by the Strike Price per CDN
                  $10
                  million dollars 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
                  DateAdditional
                  Vestment:
              SERIES
                  IV warrants are fully vested on the 5th anniversary of the Effective
                  Date






23




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 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
                  DateNumber
                  of Warrants:
              USD
                  $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:
              the
                  warrants are fully vested on the fifth anniversary of the Effective
                  Date.
  The
        company was founded to address market demands and opportunities for change
        within the mortgage brokerage industry in North
        America.  Deconstructing the existing origination business models, the
        company developed a revolutionary business paradigm built on resolving long
        standing mortgage brokerage industry issues and creating a sustainable and
        compelling strategic partnership opportunity for market supply chain
        providers.
  The
        RE/MAX Mortgage Solution program was launched on June 1, 2006 and the Maxwell
        Mortgage Solution program was launched on April 12, 2006.
  It
        is
        expected that the Company will develop new revenue sources from new credit
        facility and insurance products delivered to the consumer through the agency
        sales force.  It is expected that the company will commence planning
        for the launch of additional products and services in the first and second
        quarters of 2007.  It is also expected that the company will commence
        planning for it's entry into the United States marketplace through
        2007.
  *Current
        Activities*
  As
        at the
        end of the reporting period, the Company’s Canadian operating subsidiaries were
        registered with Provincial regulators to conduct business in Canada in the
        Provinces of Newfoundland, Prince Edward Island, New Brunswick, Nova Scotia,
        Ontario, Manitoba, Alberta and British Columbia.
  Nationally,
        we continue to integrate our mortgage broker sales teams and loan
        originators.  This includes both migrating their operations and
        technology but also integrating new books of business they
        originate.  We are presently conducting due diligence and financial
        analysis regarding the acquisition of several candidate organizations in
        Canada
        with large national and regional books of business.  We are also
        currently planning our U.S. market entry and have ongoing discussions with
        potential acquisition candidates.
  We
        are
        also carefully examining our working capital needs during this period of
        rapid
        growth and identifying new sources of investment capital.  At the
        present time company has several financing term sheets from few different
        lenders.  The company at the present time reviewing these term
        sheets.
  *Marketing
        Activity:*
  The
        following summarizes significant marketing activities since March 31,
        2007:
  1)
              On
                  July 24, 2007 Dutton Associates (“Dutton”) provided an updated
                  coverage note for MortgageBrokers.com with a Speculative Buy rating
                  and a
                  $1.00 per share price target. The update report by Dutton senior
                  analyst
                  Richard W. West, CFA, was available at www.jmdutton.com as well
                  as from
                  First Call, Bloomberg, Zacks, Reuters, Knobias, and other leading
                  financial portals.
  Dutton
                    Associates is one of the largest independent investment research
                    firms in
                    the U.S.  Its 31 senior analysts are primarily CFAs, and have
                    expertise in many industries.  Dutton provides continuing
                    analyst coverage of over 140 enrolled companies, and its research,
                    estimates, and ratings are carried in all the major databases
                    serving
                    institutions and online investors.  The Company believes this
                    report from Dutton will eventually help MortgageBrokers.com with
                    obtaining
                    intuitional investors and higher market awareness.  The company
                    also expects to attend select National and regional financial
                    market
                    expositions later this year to increase the market's awareness
                    of the
                    Company's performance and stock.
 2)
              On
                  May 11, 2007, Alex Haditaghi, CEO of MortgageBrokers.com was featured
                  on
                  Market News First (www.mn1.com) in an exclusive live interview with MN1’s
                  Steve Kanaval.  MN1 also wrote a feature story about the Company
                  that can be viewed on the MN1 website.  MN1 is an on-line market
                  news provider for investors.






24




3)
              In
                  June, 2007, MortgageBrokers.com attended the annual CAAMP conference
                  in
                  Halifax, Nova Scotia. This event was attended by in excess of 500
                  industry
                  insiders such as banks, lenders, mortgage brokerages and technology
                  firms.  The Company attended this conference as an exhibitor
                  with a Exhibition booth and had 28 regional MortgageBrokers.com
                  mortgage
                  brokers and three head office management staff in
                  attendance.  This is the first year the company had any presence
                  in Canada’s east coast at this conference. The company believes that this
                  event was extremely successful and well received and the company
                  made a
                  very positive  impression on the industry.  We have
                  generated many recruitment opportunities from our presence as well
                  as our
                  current broker team took advantage of the learning opportunities
                  to
                  further their advances towards either obtaining professional accreditation
                  designation or receiving the continuing education credits to maintain
                  that
                  designation.4)
              The
                  Company also presented at Dutton Associates’ “Recognizing Opportunity”
                  Small Cap Conference on May 30, 2007 in San
                  Francisco.  MortgageBrokers.com along with a select group of
                  Dutton’s top-followed companies, updated investment professionals, hedge
                  funds, money managers and institutional investors on business activities
                  and growth developments.
                The
                  conference took place at The OMNI Hotel in San Francisco on Wednesday,
                  May
                  30 2007. MortgageBrokers.com executives made a 30-minute presentation
                  in
                  the morning, followed by a short Webcast presentation (time and
                  link at
                  www.jmdutton.com) and a 30-minute breakout session in the
                  afternoon.5)
              The
                  Company through its managing partners in Ottawa had a strong presence
                  and
                  an Exhibition booth at the Ottawa regional Home Show in April,
                  2007.6)
              The
                  Company launched it’s internal Canadian bi-monthly newsletter this
                  quarter, “The Mortgage Chronicle”.  The newsletter provides a
                  forum to highlight our national successes and initiatives amongst
                  our
                  mortgage agent network.  The newsletter will also help to
                  reinforce our corporate culture across a wide national sales
                  agency.7)
              In
                  July, 2007, MortgageBrokers.com received more publicity when City
                  TV in
                  western Canada interviewed one of MortgageBrokers.com’s exclusive agent’s,
                  Lance Dawson.  The television station selected Lance because of
                  his expertise on mortgage programs for investment
                  properties.  Mr. Dawson was also asked to comment on the Bank of
                  Canada’s recent decision to increase the prime lending
                  rate.  The interview will be aired in the western Canadian
                  city’s of Calgary, Edmonton, Saskatoon and Winnipeg.8)
              We
                  have been receiving significant marketing exposure in Atlantic
                  Canada as
                  our east coast network of mortgage agents test various direct to
                  consumer
                  media.  The East Coast Mortgage Team, out of Moncton, New
                  Brunswick, has embarked in the first bill board campaign for our
                  company
                  with great success.  They continue to generate leads from this
                  marketing source every day and feel this is a vehicle they will
                  continue
                  to use going forward to leverage the brand power of MortgageBrokers.com.
                   The Abby Road Mortgage Team out of Saint John, New Brunswick, and
                  Elite Mortgage Team, of Eastern Ontario, continue to leverage radio
                  as an
                  advertising medium with numerous spots airing every week.  This
                  gives the Company great exposure in the south western area of New
                  Brunswick and Eastern Ontario, the benefits of which continue to
                  grow
                  every month.9)
              The
                  Company currently has 15 retail branch offices.  The Company
                  recently opened store front retail offices in the Canadian cities
                  of
                  Toronto, Calgary, Edmonton, Saint John, Fredericton, Truro, and
                  Halifax
                  market places.  The company expects the launch of these retail
                  locations to continue.
 
 *Business
        Development Activity:*
  As
        at
        August 8, 2007, we have 275 licensed mortgage agents/ loan officers in our
        national origination sales force network. At the present time, the Company
        believes it has in excess of $3.0 billion in mortgage origination sales books
        of
        business in the agent recruitment pipeline.  Our national sales team
        is fast approaching 300 agents/loans officers and we expect this number to
        reach
        400 by December 31, 2007.As
        of August, 2007, the company had expanded it’s brand presence through the
        establishment of 15 retail branch offices nationally across it’s retail
        mortgage agent sales agency.
  The
        second quarter of 2007 represented one of the most active and productive
        quarters with regards to our recruitment of professional mortgage agents
        to join
        our national sales agency.  The Company has signed revenue licensing
        agreements with 49 new mortgage brokerages and independent mortgage agents
        between April 1st and June
        30th of 2007
        who will
        now operate exclusively under the universal domain name and brand of
        MortgageBrokers.com.  MortgageBrokers.com currently has 275 mortgage
        brokerages and independent mortgage brokers working under the
        MortgageBrokers.com umbrella and is receiving a record number of inquiries
        from
        prospective brokers.
  During
        the second quarter, MortgageBrokers.com has facilitated in excess of 26 training
        sessions for our national network of mortgage agents to ensure that they
        are
        current with lender products and services and are utilizing best professional
        practices for business development and sales.




25




The
        company’s relationship with RE/MAX continued its strong growth from
        2006.  As at May 10, 2007, the Company has successfully launched it's
        Real Estate Strategic Alliance Mortgage Solution at 43 RE/MAX franchises
        across
        Ontario and Atlantic Canada representing in excess of 35% of the RE/MAX
        Franchise network sales force.  This market penetration, serviced
        currently with more than 60 of our mortgage sales agents, provides the
        opportunity for the approximately captured 2600 RE/MAX sales associates to
        build
        their retirement fund at Manulife Financial through leveraging their customer
        relationships with mortgage referrals to the Company.  RE/MAX is
        Canada's leading real estate organization with CAD $32 billion in sales and
        over
        15,600 sales associates in more than 610 independently-owned and operated
        offices.  The RE/MAX franchise network, now in its 33rd year of
        consecutive growth, is a global real estate system operating in over 62
        countries.  More than 6,000 independently-owned offices engage over
        114,000 member sales associates who lead the industry in professional
        designations, experience and production, while providing real estate services
        in
        residential, commercial, referral, relocation and asset management.
  *Human
        Resources Activity:*
  As
        we
        continue to expand our business model to other geographical territories,
        the
        company will continue to seek out qualified candidates to expand our management
        team to sustain our growth strategies.  To date the company has
        assembled a class act of industry veterans and retained the services of
        professionals outside the industry to continue to grow the company.
  The
        Company has successfully recruited Mr. Davindra Persaud, one of its previous
        audit team members, as Corporate Controller.  Mr. Persaud joins
        MortgageBrokers.com after having spent the last 9 years working with various
        large and medium sized public accounting firms where he specialized in
        accounting, audit, tax and financial reporting for publicly traded companies
        listed in Canada and the United States.  As a public accountant, Mr.
        Persaud had the opportunity to audit and work with multi-National public
        companies in various industries including the financial services sector
        supporting them with their accounting and reporting needs.  Mr.
        Persaud earned his Bachelor of Arts in Economics from the University of Western
        Ontario in 1995 and received his Chartered Accountants license and designation
        from the Institute of Chartered Accountants of Ontario in 2002.  Mr.
        Persaud is currently in the process of obtaining his Certified Public Accountant
        designation in the United States.
  The
        Company also successfully hired Sue Wong as Regional Sales Director for Toronto,
        Canada’s largest city.  Ms. Wong was formerly with Home Loans Canada,
        a subsidiary of CIBC Mortgages Inc. for the past two years, prior to which
        she
        was with Invis Inc. (now an HSBC company), for four years.
  *Liquidity
        and Capital Resources*
  As
        at
        June 30, 2007, we had $766,487 in cash and cash equivalents; $50,284 of referral
        fees held in Trust, $38,992 in prepaid expenses, $105,188 in equipment and
        recognized $4,842 in equipment under capital leases for a total of $965,793
        in
        assets. Comparatively as at December 31, 2006, we had $1,238,357 in cash
        and
        cash equivalents; $30,320 of referral fees held in Trust, $78,445 in prepaid
        expenses, $98,571 in equipment and recognized $5,198 in equipment under capital
        leases for a total of $1,450,891 in assets.
  The
        Company had $390,739 in accounts payable, $288,122 in accrued liabilities,
        $160,284 in loans payable to a related party, $50,284 payable in a Trust
        liability, $5,273 in obligations under capital leases, $141,057 in bank
        indebtedness related to an unsecured line of credit, and accrued liabilities
        of:
  Ø
              $288,164
                  for the current portion of stock-based compensation related to
                  a 10 year
                  RE/MAX marketing and service
                  agreement;
  Ø
              $724,140
                  for employee stock-based compensation;
                  and,
  Ø
              $177,722
                  for stock-based compensation accrual for origination and referral
                  services;
  for
        a
        total of $2,225,785 in liabilities as at June 30, 2007.  Comparatively
        as at December 31, 2006, we had $407,346 in accounts payable, $213,547 in
        accrued liabilities, $204,868 in loans payable to a related party, $30,320
        payable in a Trust Liability, $5,589 in obligations under capital leases,
        $98,682 in bank indebtedness related to an unsecured line of credit and accrued
        liabilities of:
  Ø
              $232,082
                  for the current portion of stock-based compensation related to
                  a 10 year
                  RE/MAX marketing and service
                  agreement;
  Ø
              $813,850
                  for employee stock-based compensation;
                  and,
  Ø
              $109,134
                  for stock-based compensation accrual for origination and referral
                  services;
  for
        a
        total of $2,115,418 in liabilities as at December 31, 2006.
  In
        our
        first six months ending June 30, 2007, the Company had revenue of $3,636,238
        and
        operating expenses of $4,346,169 for a quarterly net loss from operations
        of
        $709,931. This quarterly operating loss is reduced to $674,971 if you exclude
        the non-cash charges for stock-based compensation which shows growth and
        that
        the company is tracking to profitability as compared to an operating loss
        of
        $1,130,565 in our first six months of 2006.




26




1.
              Our
                  reported revenue for the period suggests that we presently have
                  an
                  annualized book of business in excess of $3 billion based on our
                  Revenue
                  for the year and our recent recruitment successes of the
                  Company.2.
              The
                  Company is decreasing operating losses quarter over quarter and
                  expects to
                  reach operational profitability within 2007 or the first half of
                  2008
                  assuming our existing cost structure is maintained and our current
                  level
                  of recruitment growth continues.3.
              Following
                  Q1 2006, the Company has experienced an average growth rate in
                  top line
                  revenue of 55% for the past 5 quarters to the end of the current
                  reporting
                  period as demonstrated below.  Our second quarter gross revenue
                  results represent a 215% increase to the same period of
                  2006.




**Average**
              
              
              **Q2,
                  2007**
              
              
              **Q1,
                  2007**
              
              
              **Q4,
                  2006**
              
              
              **Q3,
                  2006**
              
              
              **Q2,
                  2006**
              
              
              **Q1,
                  2006****Revenue**
              
              
              
              
              $
              2,345,263
              
              
              $
              1,290,975
              
              
              $
              1,626,800
              
              
              $
              1,306,746
              
              
              $
              744,977
              
              
              $
              344,758**Comparison
                  (Quarter over Quarter)**
              
              ****
              **55%**
              
              
              
              82%
              
              
              
              -21%
              
              
              
              24%
              
              
              
              75%
              
              
              
              116%**Growth
                  (Comparative to same period last Year)**
              
              
              
              
              
              
              215%
              
              
              
              274%




While
        the
        company works towards profitability in executing it's business plan, we will
        rely upon the issuance of common stock and additional capital contributions
        from
        shareholders to fund expenses. There are no guarantees that we will be
        successful in the industry.
  While
        the
        accrual and issue of stock-based compensation represents an immediate charge
        to
        the Company's bottom line at this early stage in it's growth, the Company
        believes that the benefits of leveraging the Company's capital structure
        to
        rapidly build a long term quality origination sales force and sales referral
        pipeline far outweigh the short term expense as we build a long term,
        sustainably profitable relationships with our mortgage brokers and strategic
        alliances whose interests are aligned with those of shareholders. The
        Company may modify these initiatives as may be determined from time to time
        by
        the Company's Board for the management of the company's capital structure,
        changing market conditions, changes in the company's cost structure and changes
        in the national agency sales force margin contribution to the Company. It
        is
        identified in the sales agency agreement that the warrant minimum exercise
        price
        will be established at USD $1.00.
  *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 if 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.
  **Item
        3.** **Controls and
        Procedures**
  Under
        the supervision and with the participation of our management, including our
        principal executive officer and principal financial officer, we conducted
        an
        evaluation of our disclosure controls and procedures, as such term is defined
        under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
        Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2007. Based
        on
        this evaluation, our principal executive officer and principal financial
        officer
        have concluded that our disclosure controls and procedures are effective
        to
        ensure that information required to be disclosed by us in the reports we
        file or
        submit under the Exchange Act is recorded, processed, summarized, and reported
        within the time periods specified in the Securities and Exchange Commission's
        rules and forms and that our disclosure and controls are designed to ensure
        that
        information required to be disclosed by us in the reports that we file or
        submit
        under the Exchange Act is accumulated and communicated to our management,
        including our principal executive officer and principal financial officer,
        or
        persons performing similar functions, as appropriate to allow timely decisions
        regarding required disclosure.




There
        were no changes (including corrective actions with regard to significant
        deficiencies or material weaknesses) in our internal controls over financial
        reporting that occurred during the first quarter of fiscal 2007 that has
        materially affected, or is reasonably likely to materially affect, our internal
        control over financial reporting.




27




**PART
      II - OTHER INFORMATION**


**Item
          1. Legal Proceedings.**
  In
          the
          normal course of our business, we may periodically become subject to various
          lawsuits. The following is a summary of current legal actions pending against
          us
          which may be considered material and contingent liabilities or liabilities
          to
          the Company as well as the outcomes of other former proceedings that the
          Company
          is party to that may have been initiated or discontinued as of March 31,
          2007.
  1.
                Trisan
                    Equitable Corporation ("TRISAN") commenced an action in October
                    2006 in
                    Ontario, Canada against several parties including MortgageBrokers.com
                    Holdings, Inc. The statement of claim is for an aggregate payment
                    of
                    approximately $1.3 MM plus applicable interest related to a financing
                    agreement. The Company plans to vigorously defend itself in this
                    claim and
                    has launched a counter suit in Ontario Superior Court against
                    TRISAN and
                    related parties in the amount of $4.8 MM. Legal counsel for the
                    Company at
                    this time estimate that this claim maybe a reasonably possible
                    contingent
                    liability for the Company of up to $520,000 plus applicable interest.
                    At
                    the present time, the Company and its legal counsel agree that
                    the outcome
                    of this proceeding cannot be reasonably determined at this
                    time.2.
                The
                    Company received a statement of claim from Aliah Akram, a former
                    employee,
                    in the amount of approximately CDN $80,000 and 95,833 shares
                    or shares
                    equivalent claiming wrongful dismissal. The company plans to
                    vigorously
                    defend itself and has filed its statement of defense with the
                    Ontario
                    Superior Court of Justice.
 
 **Item
          2. Changes in Securities.**
  The
          Company entered into a financial public relations agreement with
          SmallCapVoice.com, Inc. on January 3, 2007. In consideration for such services,
          the Company issued 10,000 common shares of restricted stock of the Company
          to
          SmallCapVoice.com, Inc. on January 8, 2007.
 
 There
          are
          no changes in securities for the Current Quarter.
  **Item
          3. Defaults Upon Senior Securities.**
  Not
          Applicable
  **Item
          4. Submission of Matters to a Vote of Security Holders.**
  None.
  **Item
          5. Other Information.**
  None.
 
 **Item
          6. Exhibits and Reports of 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
 
 No
          reports on Form 8-K were filed for this quarter of 2007.
 
 28
  **SIGNATURES**
  Pursuant
          to the requirements of Section 13 or 15(d) of the Securities and Exchange
          Act of
          1934, the registrant has duly caused this report to be signed on its behalf
          by
          the undersigned, thereunto duly authorized.
   **MORTGAGEBROKERS.COM
                  HOLDINGS, INC** .Date:
              August
                  14, 2007
              */s/
                  Alex Haditaghi*Alex
                  HaditaghiPresident,
                  Secretary and Director
    29