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 SEPTEMBER 30, 2006

                                       OR


| |     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                    (I.R.S. Employer
         incorporation or organization)                   Identification No.)

                 1 Tiffany Gate, Richmond Hill, Ontario L4C 6W7
              (Address of principal executive offices and zip code


       Registrant's telephone number, including area code: (416) 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 |_|

Indicate by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act. Yes |_| No |X|

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




              Class                   Outstanding at November 18, 2006
------------------------------------ --------------------------------------
  Common Stock, $.0001 par value                  35,992,470

<PAGE>

               MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
                           (FORMERLY MAGNADATA, INC.)

               CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

          FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2006 AND 2005

                                    UNAUDITED

                           (EXPRESSED IN U.S. DOLLARS)






                                    CONTENTS

<TABLE>

<S>                                                                                 <C>
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 - 12
</TABLE>


<PAGE>

<TABLE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Condensed Consolidated Interim Balance Sheets
September 30, 2006 and December 31, 2005
Unaudited

<CAPTION>
                                                                                   September 30,      December 31,
                                                                                         2006              2005
------------------------------------------------------------------------------------------------------------------
                                                                                      (Unaudited)        (Audited)
                                     ASSETS
Current Assets
<S>                                                                                   <C>               <C>
    Cash                                                                              $ 1,349,303       $  169,093
    Prepaid expenses                                                                       37,170            9,888
------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                    1,386,473          178,981

Furniture and Equipment, net (note 3)                                                     128,131           88,239
Deferred Offering Costs, net                                                             -                  30,329
------------------------------------------------------------------------------------------------------------------

Total Assets                                                                          $ 1,514,604         $297,549
==================================================================================================================

                                   LIABILITIES
Current Liabilities
    Bank indebtedness (note 4)                                                        $   103,000       $   94,578
    Accounts payable                                                                      139,679          170,890
    Accrued liabilities                                                                   316,090           86,829
    Notes payable (note 5)                                                                 18,360          150,000
    Advances from related party (note 6)                                                  251,774          348,525
------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                 828,903          850,822
------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                         828,903          850,822
------------------------------------------------------------------------------------------------------------------

Commitments and Contingencies (note 11)

                              STOCKHOLDERS' EQUITY

Capital Stock (note 7)
    Preferred  stock,  $0.0001 par value;  5,000,000 shares
       authorized, none issued and outstanding                                                  -                -
    Common  stock,   $0.0001  par  value;   100,000,000   shares
       authorized;  35,992,470  (2005:  33,935,000)  issued  and
       outstanding                                                                          3,599            3,394
Additional Paid-in Capital                                                              2,698,600          722,611
Subscription Receivable (note 8)                                                         (242,301)        (630,000)
Accumulated Other Comprehensive (Loss) Income                                             (55,274)          11,128
Deficit                                                                                (1,718,923)        (660,406)
------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity (Deficit)                                                      685,701        (553,273)
------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                                            $ 1,514,604       $ 297,549
==================================================================================================================

</TABLE>


<PAGE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss
For the Three Month and Nine Month Periods Ended September 30, 2006
and 2005
Unaudited

<TABLE>
<CAPTION>



                                                  Three Months      Three Months     Nine  Months        Nine Months
                                                        Ended              Ended            Ended               nded
                                                 September 30,     September 30,    September 30,      September 30,
                                                          2006              2005             2006               2005
---------------------------------------------------------------------------------------------------------------------


<S>                                                <C>               <C>               <C>               <C>
Revenues                                           $  1,306,746      $     85,711      $  2,396,481      $    119,181
                                                   ----------        ----------        ------------      ------------


Expenses
    Salaries and benefits                               198,800                --           596,306           100,381
    Commission and agent fees                           962,124                --         1,805,084                --
    General and administrative expenses                 264,811           203,784           960,202           329,542
    Occupancy costs                                      27,236                --            85,231                --
                                                   ----------        ----------        ------------      ------------


Total Operating Expenses                              1,452,971           203,784         3,446,823           429,923
                                                   ----------        ----------        ------------      ------------


Loss from Operations                                   (146,225)         (118,073)       (1,050,342)         (310,742)

Other Expenses                                           (1,824)             (388)           (8,175)             (473)
                                                   ----------        ----------        ------------      ------------


Loss Before the Undernoted                             (148,049)         (118,461)       (1,058,517)         (311,215)

   Gain on extinguishment of debt                            --                --                --            80,425
                                                   ----------        ----------        ------------      ------------


Loss Before Income Taxes                               (148,049)         (118,461)       (1,058,517)         (230,790)

   Provision for income taxes (note 10)                      --                --                --                --
                                                   ----------        ----------        ------------      ------------


Net Loss                                               (148,049)         (118,461)       (1,058,517)         (230,790)

   Foreign currency translation                         (64,675)           21,752           (66,402)           20,336
                                                   ----------        ----------        ------------      ------------


Total Comprehensive Los                            $   (212,724)     $    (96,709)     $ (1,124,919)     $   (210,454)
                                                   ----------        ----------        ------------      ------------


Basic and Diluted Loss per Share                   $         --      $         --      $      (0.03)     $      (0.02)
                                                   ----------        ----------        ------------      ------------


Weighted average number of shares outstanding
   during the periods - basic and diluted            34,928,481        32,935,000        35,584,693        11,707,469
                                                   ----------        ----------        ------------      ------------
</TABLE>



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

                                      - 2 -

<PAGE>


<TABLE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Condensed Consolidated Interim Statements of Cash Flows
For the Nine Month Periods Ended September 30, 2006 and 2005
Unaudited
<CAPTION>

                                                                                             2006                2005
--------------------------------------------------------------------------------------------------------------------------

Cash Flows from Operating Activities
<S>                                                                                      <C>                   <C>
    Net loss                                                                             $(1,058,517)          $  (230,790)
    Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                           48,622                 3,912
      Gain on extinguishment of debt                                                              --               (80,425)
      Stock issued for services                                                              441,000                    --
                                                                                         -----------           -----------

                                                                                            (568,895)             (307,303)
    Changes in non-cash working capital:
      Prepaid expenses                                                                       (27,282)               (4,314)
      Loan receivable                                                                             --               (31,452)
      Accounts payable                                                                       (31,211)              211,926
      Accrued liabilities                                                                    229,261                    --
      Advances from related party                                                            (96,751)                   --
                                                                                         -----------           -----------

Net Cash Used in Operating Activities                                                       (494,878)             (131,143)
                                                                                         -----------           -----------

Cash Flows from Investing Activities
    Purchase of furniture and equipment                                                       (7,316)              (94,085)
    Purchase of subsidiary                                                                        --                (8,100)
                                                                                         -----------           -----------

Net Cash Used in Investing Activities                                                         (7,316)             (102,185)
                                                                                         -----------           -----------

Cash Flows from Financing Activities
    Deferred offering costs                                                                  (17,068)                   --
    Proceeds from notes payable                                                              118,360                60,389
    Proceeds from issuance of common stock for cash                                        1,639,092               212,476
    Proceeds from bank indebtedness                                                            8,422                    --
                                                                                         -----------           -----------

Net Cash Provided by Financing Activities                                                  1,748,806               272,865
                                                                                         -----------           -----------

Net Increase in Cash                                                                       1,246,612                39,537
Effect of Foreign Exchange Rate Changes                                                      (66,402)               20,336
Cash - beginning of  period                                                                  169,093                 8,416
                                                                                         -----------           -----------

Cash - end of period                                                                     $ 1,349,303           $    68,289
                                                                                         ===========           ===========

Supplemental Cash Flow Information
    Interest paid                                                                        $     5,315                    $-
                                                                                         ===========           ===========

    Income taxes paid                                                                    $        --           $        --
                                                                                         ===========           ===========
</TABLE>

During the nine months ended September 30, 2006, the Company issued 285,000
capital stock valued at $441,000 for services rendered. During the nine months
ended September 30, 2006, the Company issued 100,000 capital stock valued at
$58,801 in connection with purchases of equipment.

During the nine months ended September 30, 2006, notes payable totalling
$250,000 were converted to capital stock.

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

                                      - 3 -

<PAGE>




MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2006
Unaudited



1.    Nature of Business and Going Concern

      Nature of Business

      Mortgagebrokers.com Holdings, Inc. (the "Company") registered a change of
      name with the state of Delaware in February 2005. It 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 consist of becoming a financial
      services company centred 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. and MortgageBrokers.com Financial Group of
      Companies, Inc.

      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 September 30, 2006, the Company incurred a loss of
      $1,058,517 (2005 - $230,790).

      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 has developed its business model,
      business plans and strategic marketing plans which include: 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; establishment of the operational parameters for a
      centralized shared services underwriting call centre; development of cash
      flow forecasts and an operating budget; identification of markets to raise
      additional equity capital and debt financing; embarking on research and
      development activities; performance of employment searches and preparing
      agent contracts; and, recruiting and hiring technicians, management and
      industry specialists. In the event the Company cannot secure the necessary
      funds, it may be necessary to delay, curtail or cancel the further
      development of its current business. The Company plans to pursue
      additional financing; however there can be no assurance that the Company
      will be able to secure financing when needed or obtain such on terms
      satisfactory to the Company, if at all.

      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-

<PAGE>




MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2006
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)    Condensed Consolidated Interim Financial Statements

            The accompanying unaudited condensed consolidated interim financial
            information has been prepared pursuant to the rules and regulations
            of the Securities and Exchange Commission ("SEC"). 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 unaudited
            condensed consolidated interim financial statements should be read
            in conjunction with the Company's annual consolidated 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 September
            30, 2006 and the related operating results and cash flows for the
            interim period, have been made. The results of operations of such
            interim periods are not necessarily indicative of the results of the
            full year.

      b)    Basis of Consolidation and 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 intercompany transactions and
            balances have been eliminated upon consolidation.

                                     - 5 -
<PAGE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2006
Unaudited



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

      c)    Recent Accounting Pronouncements

            In February 2006, the Financial Accounting Standards Board ("FASB")
            issued Statement of Financial Accounting Standards ("SFAS") No. 155,
            "Accounting for Certain Hybrid Financial Instruments--an amendment
            of FASB Statements No. 133 and 140" ("SFAS 155"). This statement
            permits fair value of remeasurement for any hybrid financial
            instrument that contains an embedded derivative that otherwise would
            require bifurcation; clarifies which interest-only strips and
            principal-only strips are not subject to the requirements of SFAS
            No. 133, "Accounting for Derivative Instruments and Hedging
            Activities"; establishes a requirement to evaluate interests in
            securitized financial assets to identify interests that are
            freestanding derivatives or that are hybrid financial instruments
            that contain an embedded derivative requiring bifurcation; clarifies
            that concentrations of credit risk in the form of subordination are
            not embedded derivatives; and amended SFAS No. 140, "Accounting for
            Transfers and Servicing of Financial Assets and Extinguishments of
            Liabilities" ("SFAS 140"), to eliminate the prohibition on a
            qualifying special-purpose entity from holding a derivative
            financial instrument that pertains to a beneficial interest other
            than another derivative financial instrument. SFAS No. 155 is
            effective for all financial instruments acquired, issued, or subject
            to a remeasurement (new basis) event occurring after the beginning
            of an entity's first fiscal year that begins after September 15,
            2006. The Company is currently reviewing the effect, if any, the
            proposed guidance will have on its financial position.

            In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing
            of Financial Assets, which amends FAS No. 140, Accounting for
            Transfers and Servicing of Financial Assets and Extinguishments of
            Liabilities" ("SFAS 156"). In a significant change to current
            guidance, SFAS 156 permits an entity to choose either of the
            following subsequent measurement methods for each class of
            separately recognized servicing assets and servicing liabilities:
            (1) Amortization Method or (2) Fair Value Measurement Method. SFAS
            156 is effective as of the beginning of an entity's first fiscal
            year that begins after September 15, 2006. The Company is currently
            reviewing the effect, if any, the proposed guidance will have on its
            financial position.

            In June 2006, FASB issued Financial Accounting Standards
            Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"
            ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in
            income taxes recognized in an enterprises' financial statements in
            accordance with SFAS No. 109, "Accounting for Income Taxes" ("SFAS
            109"). FIN 48 prescribes a recognition threshold and measurement
            attributable for the financial statement recognition and measurement
            of a tax position taken or expected to be taken in a tax return. FIN
            48 also provides guidance on derecognition, classification, interest
            and penalties, accounting in interim periods, disclosures and
            transitions. FIN 48 is effective for fiscal years beginning after
            December 15, 2006. The Company is currently reviewing the effect, if
            any, FIN 48 will have on its financial position.

                                     - 6 -
<PAGE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2006
Unaudited



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

      c) Recent Accounting Pronouncements (cont'd)

            In September 2006, the SEC staff issued Staff Accounting Bulletin
            No. 108 ("SAB 108"), "Considering the Effects of Prior Year
            Misstatements when Quantifying Misstatements in Current Year
            Financial Statements." SAB 108 was issued to provide consistency in
            how registrants quantify financial statement misstatements. The
            Company is required to and will initially apply SAB 108 in
            connection with the preparation of its annual financial statements
            for the year ending December 31, 2006. The Company does not expect
            the application of SAB 108 to have a material effect on its
            financial position and results of operations.

            In September 2006, the FASB issued SFAS No. 157, "Fair Value
            Measurements", which is effective for calendar year companies on
            January 1, 2008. The statement defines fair value, establishes a
            framework for measuring fair value in accordance with generally
            accepted accounting principles, and expands disclosures about fair
            value measurements. The statement codifies the definition of fair
            value as the price that would be received to sell an asset or paid
            to transfer a liability in an orderly transaction between market
            participants at the measurement date. The standard clarifies the
            principle that fair value should be based on the assumptions market
            participants would use when pricing the asset or liability and
            establishes a fair value hierarchy that prioritises the information
            used to develop those assumptions. The Company is currently
            assessing the potential impacts of implementing this standard.

            In September 2006, the FASB issued SFAS No. 158, "Employers'
            Accounting for Defined Benefit Pension and Other Postretirement
            Plans - an amendment of FASB Statements No. 87, 88, 106 and 132 (R)"
            ("SFAS 158"). SFAS 158 requires an employer to recognize the funded
            status of a defined benefit postretirement plan as an asset or
            liability in its statement of financial position and to recognize
            changes in that funded status in the year in which the changes occur
            through comprehensive income. The funded status of a benefit plan is
            defined as the difference between the fair value of the plan assets
            and the plans benefit obligation. For a pension plan the benefit
            obligation is the projected benefit obligation and for any other
            postretirement benefit plan, such as a retiree health care plan, the
            benefit obligation is the accumulated postretirement benefit
            obligation. SFAS 158 requires an employer to recognize as a
            component of other comprehensive income, net of tax, the gains and
            losses and prior service costs or credits that arise during the
            period but that are not recognized as components of net periodic
            benefit costs pursuant to SFAS 87 "Employers' Accounting for
            Pensions". SFAS 158 also requires an employer to measure the funded
            status of a plan as of the date of its year-end. Additional footnote
            disclosure is also required about certain effects on net periodic
            benefit cost for the next year that arise from the delayed
            recognition of gains or losses, prior service costs or credits, and
            transition asset or obligation. SFAS 158 is effective for the year
            ending December 31, 2006. The Company does not anticipate that the
            adoption of this statement will have a material effect on its
            financial condition or operations.

                                      - 7 -

<PAGE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2006
Unaudited



3.    Furniture and Equipment, net

<TABLE>
<CAPTION>

                                                                       September 30,      December 31,
Accumulated                             Net Book          Net Book             2006              2005
                                            Cost      Depreciation            Value             Value
-----------------------------------------------------------------------------------------------------

<S>                                     <C>               <C>               <C>               <C>
        Furniture and equipmen          $110,542          $ 22,331          $ 88,211          $ 58,442
        Computer equipment                19,846             5,056            14,790            29,285
        Computer software                 26,200             5,903            20,297                --
        Leasehold improvements             5,688               855             4,833               512
                                         --------          --------          --------          --------
                                        $162,276          $ 34,145          $128,131          $ 88,239
                                        --------          --------          --------          --------
</TABLE>


4.    Bank Indebtedness

      On November 22, 2005, the Company obtained a line of credit with a limit
      of $134,348 (or Canadian $150,000). The line of credit bears interest at
      the bank's prime rate plus 0.5%, is unsecured and due on demand.


5.    Notes Payable

      During the year ended December 31, 2005, the Company issued an unsecured
      convertible note to Re/Max Ontario-Atlantic Canada Inc. ("Re/Max"). The
      $150,000 note was due on demand and was non-interest bearing until such
      time as the note becomes due at which point it will begin to bear interest
      at 10% per annum, calculated and compounded annually. As of December 31,
      2005, there was no accrued interest.

      During the first quarter of 2006, the Company issued an unsecured
      convertible note with Glen Ellen Properties Inc. ("Glen Ellen"). The
      $100,000 was on demand and was non-interest bearing until such time as the
      note becomes due at which point it will begin to bear interest at 10% per
      annum, calculated and compounded annually. As of March 31, 2006, there was
      no accrued interest.

      As part of the completion of the private offering of shares involving
      Re/Max and other parties, notes payable to Re/Max and Glen Ellen, both of
      which aggregated to $250,000, were converted into common stock on June 12,
      2006 at a price per share of $1.00.

      As of September 30, 2006, notes payable totalling $18,360 are unsecured,
      due on demand and are non-interest bearing.

                                      - 8 -

<PAGE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2006
Unaudited



6.    Advances from Related Party

      As of September 30, 2006, a stockholder/officer of the Company had
      advanced $251,774 (December 31, 2005 - $348,525) to the Company to fund
      its working capital. The advances are unsecured, due on demand and are
      non-interest bearing.

      All related party transactions are measured at the exchange amount, which
      is the fair value agreed between management and the related party.


7.    Capital Stock

      Common Stock

      On March 11, 2005, the Company declared a 15:1 forward stock split,
      resulting in 28,935,000 shares outstanding with a par value of $0.0001.
      The stock split has been retroactively reflected in the accompanying
      condensed consolidated interim financial statements.

      On March 21, 2005, pursuant to a stock purchase agreement and a share
      exchange between the Company and Mortgagebrokers.com Inc. (a company owned
      by the majority shareholders and officers of the Company), the Company
      received all of the outstanding shares of common stock of
      Mortgagebrokers.com, Inc. In return the Company issued 4,000,000 shares of
      common stock at par value of $0.0001 to the sole shareholder of
      Mortgagebrokers.com, Inc. The Company accounted for the exchange as a
      transaction between entities under common control, and recognized the
      transfers at their carrying amounts at the date of transfer.

      Pursuant to a stock purchase agreement dated October 24, 2005, on November
      11, 2005 1,000,000 restricted shares of common stock were issued for cash
      consideration of $0.63 per share or 45% of the market value of free
      trading securities of the Company. On September 8, 2006, the issued shares
      and the related stock purchase agreement were cancelled.

      On March 14, 2006, the Company approved the issuance of and issued 100,000
      shares of restricted common stock for cash consideration of $100,000
      (Canadian $119,800) to Mr. Elliot Sud.

      On June 12, 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, its executives and franchisees, at a price per share of
      $1.00 for an aggregate offering price of $2,112,470 (see note 8).

                                      - 9 -
<PAGE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2006
Unaudited



7. Capital Stock (cont'd)

      Equity Compensation Plan

      On March 14, 2006, the Company issued 50,000 shares at a price of $1.80
      per share for total amount of $90,000 to vFinance, Inc. based on the
      execution of an investment banking service agreement.

      On March 14, 2006, the Company issued 150,000 shares at a price of $1.80
      per share for total amount of $270,000 to Mr. Elliot Sud based on the
      execution of a stock purchase agreement and for the provision of advisory
      services.

      On March 14, 2006, the Company issued 50,000 shares each to Ms. Sharon
      Oakes and Mr. Ron Stanners for certain equipment acquired valued at
      $58,801 from Lending Source Canada Inc.

      On March 14, 2006, the Company issued 5,000 shares at a price of $1.80 per
      share for a total amount of $9,000 to Ms. Nicole Locking pursuant to the
      execution and termination of an employment agreement.

      On March 14, 2006, the Company issued 100,000 shares at a price of $1.80
      per share for a total amount of $180,000 to Mr. Mark Lindsay based on the
      execution of an advisory and consulting agreement.

      On March 14, 2006, the Company issued 25,000 shares at a price of $1.80
      per share for a total amount of $45,000 to Mr. Mike Fearnow pursuant to
      the execution of an advisory services agreement.

      On March 14, 2006, the Company issued 15,000 shares at a price of $1.80
      per share for a total amount of $27,000 to Mr. Atillo Lombardi pursuant to
      the provision of information systems and technology services.

      On April 25, 2006, the Company issued 500,000 shares to Trisan Corporation
      and Mr. Vito Galloro. These shares were officially cancelled on August 10,
      2006.

8.    Subscription Receivable

      On October 24, 2005, the Company approved the issuance of 1,000,000 shares
      of restricted common stock for a total of $630,000 pursuant to a Stock
      Purchase Agreement. The Company has the right to demand recall of the
      shares, and such shares shall be transmitted back to the Company within
      ten (10) business days of the demand. The common shares were recalled and
      cancelled officially on September 8, 2006.

                                     - 10 -

<PAGE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2006
Unaudited



8.    Subscription Receivable (cont'd)

      On June 12, 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, its executives and franchisees, at a price per share of
      $1.00 for an aggregate offering price of $2,112,470. As of September 30,
      2006, payment of $1,870,169 (including conversion of notes payable
      totalling $250,000) was received and promissory notes were executed for
      balance of $242,301. The promissory notes, majority of which are due on
      December 29, 2006, are unsecured and non-interest bearing.


9.    Change of Control

      Pursuant to the terms of a Stock Purchase Agreement, on January 31, 2005,
      Mortgagebrokers.com Holdings, Inc. purchased 1,510,000 shares of
      MagnaData's issued and outstanding common stock from certain stockholders.
      The 1,510,000 shares represent a majority of the company's outstanding
      common stock.

      Mortgagebrokers.com Holdings, Inc. paid a total of $692,813 to the
      stockholders for their shares. The transactions resulted in a change in
      control of the Company. A change of name was consequently registered in
      the State of Delaware and noted in the Form 3 filed with the SEC on
      February 7, 2005.

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


10.   Income Taxes

      Under SFAS 109, income taxes are recognized for the following: a) amount
      of tax payable for the current year, and b) deferred tax liabilities and
      assets for future tax consequences of events that have been recognized
      differently in the financial statements than for tax purposes.

      The Company's current income taxes are as follows:
<TABLE>
<CAPTION>

                                                                            Nine Months                Nine Months
                                                                                  Ended                     Ended
                                                                           September 30,             September 30,
                                                                                   2006                      2005

      Expected income tax recovery at the statutory rate of
<S>                                                                            <C>                        <C>
        36.12% (2005 - 34.00%)                                                 $(382,336)                 $(71,554)
      Valuation allowance                                                        382,336                    71,554
------------------------------------------------------------------------------------------------------------------

      Provision for income taxes                                               $       -                  $      -
------------------------------------------------------------------------------------------------------------------

</TABLE>

                                    - 11 -

<PAGE>


MORTGAGEBROKERS.COM HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY MAGNADATA, INC.)
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2006
Unaudited



10. Income Taxes (cont'd)

      The components of deferred income tax assets are as follows:
<TABLE>
<CAPTION>

                                                                               September 30,          December 31,
                                                                                        2006                  2005
<S>                                                                              <C>               <C>

Net operating loss carryforwards                                                  620,875          $       224,538
        Valuation allowance                                                      (620,875)                (224,538)
------------------------------------------------------------------------------------------------------------------

      Deferred income taxes                                                      $      -          $             -
------------------------------------------------------------------------------------------------------------------

</TABLE>

      The Company has net operating losses for tax purposes available to be
      applied against future years' income. Due to the losses incurred in the
      current year and expected future operating results, management determined
      that it is more likely than not that the deferred tax asset resulting from
      the tax losses available for carryforward will not be realized in timely
      manner, through the reduction of future income tax payments. Accordingly a
      100% valuation allowance has been recorded for deferred income tax asset.

      As of September 30, 2006, and December 31, 2005, the Company had
      approximately $1,700,000 and $600,000, respectively, of Federal and State
      net operating loss carryforwards available to offset future taxable
      income. Such carryforwards expire in:

                         2025         $   600,000
                         2026         $ 1,700,000


11.   Commitments and Contingencies

      The Company has signed operating lease agreements for certain equipment.
      Committed future payments are as follows:


                         2006         $     3,783
                         2007         $    15,132
                         2008         $    15,132
                         2009         $     7,566


12.   Comparative Figures

      Certain figures for the prior period have been reclassified to conform
      with the current period's condensed consolidated interim financial
      statement presentation.


                                     - 12 -



<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS ("MD&A")

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

Organization

MortgageBrokers.com Holdings, Inc. (the "Company") registered a change of name
with the State of Delaware in February 2005. The Company was formerly known as
MagnaData, Inc. and was organized under the laws of the State of Delaware on
February 6, 2003. The Company's operations are presently only conducted in
Canada through our subsidiaries, Mortgagebrokers.com, Inc. (Ontario Corporation)
and MortgageBrokers.com Financial Group of Companies, Inc (Canadian Federal
corporation).

Planned Operations and Nature of Business

The planned operations of the Company consist of becoming a financial services
company centered around mortgage finance and mortgage brokerage in Canada, the
United States and the European Union ("E.U."). Operations are presently only
conducted in Canada through the Company's subsidiaries Mortgagebrokers.com, Inc.
and MortgageBrokers.com Financial Group of Companies, Inc. under which we are
expanding our mortgage broker licensure and associated operations across Canada.

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 themselves. 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 has established unique strategic alliance partnerships 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 200 basis points (0.75 to 2.0 %) of the total mortgage
volume. In addition, we presently earn revenues through the referral of creditor
insurance to third party insurance providers.

We are the first publicly traded independent 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 partners can
generate revenue and earn equity participation on a referral basis.

                                   - 13 -

<PAGE>

Presently, the Company provides an opportunity for our 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 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 agency contract with the Company.
The number of stock warrants eligible to be earned is based upon the discounted
cash flow margin contribution from mortgage sales volume originated by the
individual agent or agent team. The expected first Company stock warrants
associated with this program will be executed by contracted sales mortgage
agents in the fall of 2010 which might be registered and monetized in 2011 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, pursuant to the
Company's Amended Agreement with RE/MAX Ontario-Atlantic Canada Inc. on May 25,
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 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. 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 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 example, under existing formulae, a mortgage
agent team responsible for originating $100 million in aggregate mortgage volume
over the next five to seven years would be eligible to receive approximately
83,000 cashless (fully earned) stock warrants and 115,000 dollars worth of
cashless (fully earned) stock warrants at the end of the term which should
demonstrate significant intrinsic value if the company achieves its expected
growth through the period.

It is expected that 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

The Company's primary activities through this reporting period relate to
building our national agency sales force, further developing our back office
agent servicing operations, and executing our strategic partnerships with RE/MAX
Ontario-Atlantic Canada Inc. (RE/MAX) and Maxwell Realty Inc. (MAXWELL).

On November 9, 2006, the Company had 149 licensed mortgage agents in Canada
having an estimated $1.5 billion in aggregated annual mortgage origination books
of business. Despite the short time that some of these agents have been licensed
under the company's brand, it is expected that our existing national sales
agency network will originate an estimated $600 million in aggregate funded
mortgage volume in our fiscal year 2006.

At this time, the Company feels its business model has been well received by the
mortgage agent market place. With the recent Company hiring announcements as
described here under, the Company is well positioned to accomplish its goal of
$3.5 billion in funded mortgage origination volume in our fiscal year 2007. The
Company's agency sales force is at present evenly distributed between Eastern
and Western Canada.

                                   - 14 -

<PAGE>

At the end of the reporting period, the Company's national sales agency network
were operating 6 retail office locations under the Company's brand. Through the
Company's unique agency sales contract, the company supports our National sales
Agency in the building of regional teams and establishing retail sales offices.
Under the terms of the Company agency contract, all lease obligations and
associated costs for establishing retail offices are the responsibility of our
independent sales agents.

During the third quarter, 2006, the Company's back office experienced a
significant upsurge in deal flow as a result of the strong growth in the
Company's national agency sales force. This resulted in the processing of a 75%
increase from second quarter mortgage files and 68% increase in mortgage volumes
from second quarter 2006. Compared to the first quarter of 2006, mortgage
volumes have increase 248% and the Company expects this level of growth through
the fourth quarter where seasonally mortgage financing volumes are generally
low.

The company began planning to build and integrate a back office technology
platform called eXimius into its operations to provide significantly more
capacity and scalability. It is expected that development of this system will
commence in Q4 2006 and be completed near the end of Q2 2007. The early planning
and prototype development for eXimius took place in 2005.

The third quarter of 2006 represents the launch of the REMAX strategic
partnership in Ontario and Atlantic Canada. The company was asked to participate
in multiple planning meetings and individual site presentations during this time
period and significant plans are underway to increase these activities in the
next few quarters, building on our successes to-date. At the end of the
reporting period, the company reported an 82.3% penetration of RE/MAX investor
franchises through Service Level Agreements and strong acceptance of this
program from the Sales Associate network in those offices we have
representation. The company had also been requested to participate in several
planning meetings to identify our role in establishing the RE/MAX Retirement
Mortgage Referral Plan, an exclusive co-branded service between RE/MAX and the
Company. It is expected that the RE/MAX Retirement Mortgage Referral Plan will
be officially launched in 2007.

The soft regional launch of the MAXWELL strategic alliance also took place in
the third quarter of 2006. Our early successes have resulted in recognition
throughout the Maxwell franchise network of 28 offices which culminated recently
in a very strong letter of endorsement concerning our Company's service. This is
a testament to the fact that our business model has attracted superior mortgage
agents.

Effective October 27th, 2006, the Company licensed Your Mortgage Team a group of
13 mortgage originators servicing the Greater Toronto Area - the largest
metropolitan city in Canada. Your Mortgage Team, headed by David Ross and Robert
Hache, are well respected in the Canadian and Australian mortgage industry and
is another testament to the Company's business model of attracting the very best
by resolving long-standing industry issues of retention, ownership and exit
strategy.

To support the growing appetite for our business model, the company expanded its
presence to South Western Ontario through the hiring of Mr. Mike Barta. Mr.
Barta brings to the company over 23 years of banking, brokerage and
entrepreneurial experience. Mr. Barta has held management positions at Montreal
Trust, National Trust, Canada Trust, Home Trust and most recently owned and
operated his own successful brokerage. It is expected that Mr. Barta will
recruit in excess of $500MM in mortgage volumes from South Western Ontario in
the next 6 months.

In September, the Company participated in the Alberta Mortgage Brokers
Association (AMBA) Conference in Red Deer, Alberta. AMBA is an association
founded in 1975 of independent, non-profit organization dedicated to highly
ethical business principles and to keeping the industry at a high level of
integrity and professionalism. The Company was represented by two members of our
Management Team - Dave Mercer and Matt Laverty who reported that the Company's
business model continues to resonate with western Canadian mortgage agents of
which the Company currently has 64 representatives.

                                   - 15 -

<PAGE>

The Company will also be prominently featured at the upcoming Canadian Institute
of Mortgage Brokers and Lenders (CIMBL) Conference in Montreal, Canada which
attracts over 2000 of Canada's leaders in the Mortgage Origination and Banking
industry.

     Additional Company Activities of Note

1.   In support for the Company's 2007 United States market entry planning, the
     Company attended the October, 2006 annual Mortgage Bankers Association
     conference in Chicago, Illinois.

2.   The company Canadian operations management staff held a strategic focus and
     planning session for three days in November, 2006 facilitated by Managerial
     Design Corporation to strengthen the management team's effectiveness and
     goal setting for 2007.

3.   The Company has retained a brand manager and has produced a suite of
     marketing material explaining the Company's value proposition to the
     various market stakeholders. The Company has received very promising market
     feedback from this brand building initiative.

4.   The Company is confirmed to have a booth at the Canadian Institute of
     Mortgage Brokers and Lenders (CIMBL) Annual Mortgage Conference and
     Exposition in Montreal, Canada. This year's highlighted presenter is
     Anthony Robins on "Achieving Excellence". It is expected that the premier
     exposition will attract in excess of 2000 mortgage agent and lender
     companies with an anticipated attendance of 2,300 delegates.

5.   On September 7th, the Company had an exhibitors booth in the Alberta
     Mortgage Brokers Association (AMBA) annual general meeting and tradeshow
     where there were approximately 60 exhibitors and 500 mortgage agents and
     lenders in attendance.

Liquidity and Capital Resources

On September 30, 2006, the Company's consolidated assets for the year to-date
included $ 1,349,303 in cash; $37,170 in prepaid expenses; $128,131 in furniture
and equipment for a total of $1,514,604 in assets. Comparatively as at December
31, 2005, we had $169,093 in cash and a total of $297,549 in total assets.

At the end of the reporting period, the Company had $ 455,769 in accounts
payable and accrued liabilities, $103,000 in bank indebtedness, $18,360 in
unsecured notes payable, and $251,774 in advances from a related party for a
total of $828,903 in liabilities as at September 30, 2006. Comparatively as at
December 31, 2005, we had $257,719 in accounts payable and accrued liabilities
and $348,525 in loans payable to a related party, $150,000 in unsecured
convertible notes payable, and $94,578 in bank indebtedness related to an
unsecured line of credit for a total of $850,822 in liabilities.

As at September 30, 2006, the Company recognized gross revenue of $2,396,481 and
total operational expenses of $3,446,823 for a net loss from operations of
$1,050,3424 or a total comprehensive loss of $0.03 per share. The companies
significant growth from model development and testing at the beginning of the
year to present operational and sales ramp-up can be demonstrated through the
fact that 55% of the company's year to date revenue was realized in our third
quarter ($1,306,746) and the Company experienced a rapidly diminishing
comprehensive loss of less than $0.01 per share in our third quarter.

                                   - 16 -

<PAGE>

We will rely upon our increasing revenue and expected profit from operations as
well as the possible issuance of common stock and additional capital
contributions from shareholders in the event of any working capital shortfalls
to fund expenses. There are no guarantees that we will be successful in the
industry.

Subsequent Events

1.   On November 6, 2006, the company announced the hiring and appointment of
     Mr. Miles Kulik as President of MortgageBrokers.com Financial Group of
     Companies Inc. Mr. Kulik's immediate responsibility is to lead the
     Company's Canadian operations in building the national sales agency
     network. Miles Kulik has been an especially key contributor to Canada's
     mortgage industry through his involvement on various trusts, brokerages,
     and financial institutions advisory boards. He is considered to be one of
     Canada's pioneers in consolidating brokerage operations having completed
     his first consolidation over 5 years ago. Mr. Kulik honed his expertise and
     leadership skills over 15 years in the mortgage industry and has extensive
     market research expertise in both Canada and Australia. His international
     knowledge will enrich the Company's management team and help us meet our
     objective to be an international mortgage origination leader.

2.   On November 8, 2006, the company announced the hiring and appointment of
     Mr. Peter Doherty, as the Vice President, Business Development of
     MortgageBrokers.com Financial Group of Companies Inc. Mr. Doherty is an
     accomplished executive in the Canadian mortgage industry, where he has held
     senior management positions with various companies including Mortgage
     Intelligence ( A GMAC company), FirstLine Mortgages and XCEED Mortgage
     Corp., leading strategic projects and business units.

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.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This MD&A may contain 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 here-in. For this purpose, any
statements contained in this Management Discussion and Analysis 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 Company's stock. Many of the factors, which could cause actual
results to differ from forward looking statements, are outside our control.

                                   - 17 -

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure 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 June 30, 2006. 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 2006 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company received a statement of claim from 1098704 Alberta Ltd for the
amount of CDN $50,000. 1098704 Alberta Ltd was a reported investor into the
business of a former licensed mortgage agent operating under Company licensure
in Q4 2005 and Q1 2006. The claim was related to the reimbursement of an
investment between the claimant and the Company's former mortgage agent
subcontractor and the claimant was requesting that the Company repay the failed
investment on behalf of the former independent mortgage agent subcontractor. In
the opinion of the Company and its legal counsel, the claim was without merit as
the Company had no relationship, business or otherwise, with the claimant. The
Company subsequently filed a statement of defense and a counter claim in the
amount of CDN $1,000,000. It has been recently agreed between the parties to
file mutual discontinuances related to each party's claims and that mutual
indemnification releases be executed. The filing of such motions and preparation
of release agreements are presently being undertaken by both parties counsel.

Item 2. Changes in Securities.

On October 24th, 2005, the Company approved the issuance of 1,000,000 shares of
restricted common stock to Mercatus & Partners Limited pursuant to a Stock
Purchase Agreement for the total net proceeds of $630,000 to have been paid to
the company in December, 2005. Under the terms of the Agreement, the Company had
the right to demand recall the shares if no proceeds were forthcoming within the
agreed upon schedule. On June 18, 2006, the Company made a Board of Director
resolution to demand recall the shares from Mercatus. On August 16, 2006,
MortgageBrokers.com had received correspondence from Mercatus's attorneys that
they will return the shares within next 10 business days. The Company did
receive these shares back, which were in turn returned to our transfer agent,
The Register and Transfer Company, where they were cancelled at the Company's
direction.

                                   - 18 -

<PAGE>

In July 2006, the Company cancelled 500,000 shares mistakenly issued to a
potential investor.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Lease Commitments

On September 25, 2006, the Company moved head office locations to a temporary
location at 1 Tiffany Gate, Richmond Hill, Ontario, L4C 6W7 associated with
delays in moving into a new office location. It is expected that the Company
will be moved into its new office location in the first quarter of 2007. At
present, the Company's subsidiaries have no long term lease obligations in
Canada.


Item 6. Exhibits and Reports on Form 8-K


(a) Exhibits


Exhibit 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


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

(b) Reports of Form 8-K

None



                                   SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                           MortgageBrokers.com Holdings, Inc.



November 20, 2006          By:  /s/ Alex Haditaghi
                                ------------------
                                    Alex Haditaghi,
                                    President, Secretary and Director


                                   - 19 -