UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________

FORM 10-K

~~_________________________________________~~þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~(Mark~~For the ~~One)~~fiscal year ended December 31, 2014

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

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

For the transition period from ______________ to ______________

Commission File number: 333-105778

MOPALS.COM, INC.

(Exact name of registrant as specified in its charter)

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

294 Richmond Street East, Suite 200 Toronto, Ontario, CANADA,		M5A 1P5
109 Atlantic Avenue, Suite 308 Toronto, Ontario, CANADA,		M6K 1X4
(Address of principal executive offices)		(Zip Code)

Securities registered under Section 12(b) of the Exchange Act:
Title of each class:	Name of each exchange on which registered:
None	None
Securities registered under Section 12(g) of the Exchange Act:
None

Registrant’s telephone number, including area code: (416) 362-4888

Securities registered under Section 12(b) of the Exchange Act:

Title of each class:		Name of each exchange on which registered:
None		None

Securities registered under Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ No o

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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer. o Accelerated filer. o Non-accelerated filer. o (Do not check if a smaller reporting company) o Smaller reporting company. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, ~~2012~~2014: $~~258~~848,~~999~~102.

Number of the registrant’s common stock outstanding as of April 1615, ~~2013~~2015: 51,~~294~~819,993

Documents incorporated by reference: None.

TABLE OF CONTENTS

PART I
ITEM 1. BUSINESS	4
ITEM 1.	BUSINESS	4
ITEM 1A RISK FACTORS	21
ITEM 1A	RISK FACTORS	12
ITEM 1B. UNRESOLVED STAFF COMMENTS	21
ITEM 1B.	UNRESOLVED STAFF COMMENTS	12
ITEM 2. PROPERTIES	21
ITEM 2.	PROPERTIES	12
ITEM 3. LEGAL PROCEEDINGS	22
ITEM 3.	LEGAL PROCEEDINGS	12
ITEM 4 MINE SAFETY DISCLOSURES	23
ITEM 4	MINE SAFETY DISCLOSURES	12
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	24
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	13
ITEM 6. SELECTED FINANCIAL DATA	25
ITEM 6.	SELECTED FINANCIAL DATA	14
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	31
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	32
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	17
ITEM 9A CONTROLS AND PROCEDURES	32
ITEM 9A	CONTROLS AND PROCEDURES	17
ITEM 9B. OTHER INFORMATION	32
ITEM 9B.	OTHER INFORMATION	18
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	33
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	18
ITEM 11. EXECUTIVE COMPENSATION	35
ITEM 11.	EXECUTIVE COMPENSATION	21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	35
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	36
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	23
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	37
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	24
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	38
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	25
SIGNATURES	40	27

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I

Item 1. Business

Overview

~~In operation since 2005,~~ MoPals.com,, Inc. (f/k/a ~~Mortgagebrokers~~MortgageBrokers.com Holdings, Inc. which was f/k/a MagnaData, Inc.) (the “Company”, “~~MortgageBrokers.com”, “~~we”, “our” or “us”), ~~was~~ a ~~mortgage~~development ~~brokerage~~stage ~~operation~~company, ~~whose~~was ~~national~~incorporated ~~agency~~under ~~sales force and franchised sales force serviced~~ the ~~borrowing~~laws ~~and refinancing needs~~ of ~~individual~~Delaware ~~home~~on ~~buyers~~February ~~and owners~~6, 2003. We ~~had~~In ~~access~~February to2005, awe ~~full~~filed ~~range~~articles of ~~mortgage~~amendment ~~lenders,~~with inthe ~~excess~~State of 50Delaware ~~banks,~~changing ~~trusts~~the ~~and~~name ~~private~~of ~~lender sources, and~~ our ~~agents~~Company ~~sourced~~from ~~and negotiated the loan with the best rates~~MagnaData, Inc. ~~terms and features~~ to ~~meet~~MortgageBrokers.com ~~each~~Holdings, ~~customer's unique needs~~Inc. ~~The~~ ~~Company~~On ~~acted~~March as26, ~~broker~~2013, ~~only~~we ~~and~~filed ~~was~~articles ~~not~~of aamendment ~~lender. The~~with ~~Company~~the ~~has~~State noof ~~mortgage~~Delaware ~~lending~~changing the ~~related~~name ~~‘on~~of orour ~~off~~Company ~~balance~~to ~~sheet’~~MoPals.com, ~~liabilities in case mortgage financing becomes default~~Inc.

On March 26, 2013, (the “Closing Date”), we entered into a share exchange agreement (the “Exchange Agreement”) by and among (i) the Company, (ii) MoPals, Inc., a Nevada corporation (“MoPals (Nevada)”); (iii) Alex Haditaghi (“Company Principal Shareholder”) and (iv) the shareholders of MoPals (Nevada) (“MoPals Nevada Shareholders”). Pursuant to the terms of the Exchange Agreement, the Company acquired 100% of the issued and outstanding equity securities of MoPals (Nevada) in exchange for the issuance of 50,000,000 shares of the Company’s common stock, par value $0.0001 per share (each a “Share” and collectively, the “Common Stock”)(the “Share Exchange”).

Immediately prior to and concurrent with execution of the Share Exchange, the Company entered into a certain Agreement of Sale, dated March 26, 2013 (the “Agreement of Sale”) pursuant to which the Company transferred to MortgageBrokers.com Canada Inc., a Canada Corporation, all of the Company’s equity interest in the Company’s mortgage brokerage business and MortgageBrokers.com Canada Inc. agreed to assume any and all liabilities associated with the Company’s mortgage brokers business, including, but not limited to the commitments, liabilities and contingent liabilities, effective immediately prior to closing of the Share Exchange. Pursuant to the Agreement of Sale, the Company Principal Shareholder forfeited all rights to any monies owed to the Company Principal Shareholder by the Company associated with a shareholder loan of approximately $25,000 (the “Spin Out and Cancellation”).

On March 26, 2013, we changed the name of our Company to MoPals.com, Inc.

History

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

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

1. MortgageBrokers.com Inc. - an Ontario Canada provincially incorporated company that held our licensure for operating as a mortgage broker in the Province of Ontario; 2. MortgageBrokers.com Financial Group of Companies Inc. - a Canadian federally incorporated company, which held our licensure for operating as a mortgage broker in the Provinces of Newfoundland, Nova Scotia, New Brunswick, Prince Edward Island, Alberta and British Columbia; 3. MBKR Holdings Inc. - a Canadian federally incorporated company, through which the Company centralized back office services in Canada; and, 4. MBKR Franchising Inc. – a Canadian federally incorporated company, through which the Company acts as a franchisor in Canada of the MortgageBrokers.com business system.

Discontinued Operations of Mortgage Brokerage Business

AsPrior to ~~mentioned~~March 26, 2013, the Company operated as a mortgage brokerage in Canada through its four subsidiaries: MortgageBrokers.com Inc. (an Ontario Canada provincially incorporated company that held licensure for operating as a mortgage broker in the ~~past~~Province ~~three~~of Ontario); ~~quarterly~~MortgageBrokers.com ~~Form~~Financial ~~10Qs~~Group ~~and~~of Companies Inc. (a Canadian federally incorporated company, which held licenses for operating as a mortgage broker in the ~~2011~~Provinces ~~Form~~of ~~10K~~Newfoundland, ~~management~~Nova ~~had~~Scotia, ~~been~~New ~~actively~~Brunswick, ~~exploring~~Prince ~~restructuring~~Edward ~~options~~Island, toAlberta and ~~reduce~~British ~~Company~~Columbia); ~~overhead~~MBKR ~~expenses~~Holdings Inc. ~~Based~~ ~~upon~~(a Canadian federally incorporated company through which the ~~2011~~Company ~~year-end~~centralized ~~financial~~back office ~~results~~services in Canada); and, MBKR Franchising Inc. (a Canadian federally incorporated company, through which the ~~2012~~Company ~~first~~acted as ~~quarter~~a ~~financial~~franchisor ~~results~~in Canada of ~~operations~~the ~~and:~~MortgageBrokers.com business system).

1As noted in prior filings and disclosures, the Company had been actively exploring restructuring options to reduce Company overhead expenses. Based upon the ~~ongoing~~2011 ~~loss~~and 2012 year-end financial results of operations and losses of cash from operating activities;, the high costs associated with driving a high-service value proposition in an eroding margin brokerage marketplace in Canada and the increasingly high costs associated with administering a publicly traded company, the Director of the Company decided to privatize and wind down the Canadian operations (the “Mortgage Brokerage Business”) through a sale to a private company under common control ( collectively, the “Mortgage Brokerage Privatization”). In an effort to reduce overhead costs, and in exchange for the provision of ongoing working capital deficit funding, in late 2010, all human resources for the Company were consolidated into a related party company who provided back office corporate services to the Company on a cost allocation basis. Over 2012, in an effort to further reduce overhead expenses and in preparation for the inevitable Mortgage Brokerage Privatization, all brokerage services including mortgage brokerage licensure, branding, mortgage agent back office operations, training and technology platforms were transitioned to the same related party company in the latter half of 2012. The Company’s subsidiaries did not renew their provincial mortgage brokerage licensure in the various jurisdictions where they operate and as at December 31, 2012, the Company’s subsidiaries had no active licenses empowering them to operate as a mortgage brokerage.

2.All business activities of the ~~high~~Company ~~costs~~in ~~associated~~the ~~with~~first ~~driving~~quarter aof ~~high-service~~2013 ~~value~~were ~~proposition~~related into anexecuting ~~eroding~~the ~~margin~~Mortgage ~~brokerage~~Brokerage ~~marketplace~~Privatization including inactivities ~~Canada~~related to the contemplated Mortgage Brokerage Privatization; activities related to the administration of the publicly reporting entity; and administration of the business including management of trades payables.

3.On March ~~current~~26, ~~equity~~2013, ~~market~~the ~~conditions~~Company ~~not~~entered ~~being~~into ~~favorable~~an ~~for~~Agreement of Sale (the “Agreement of Sale”) pursuant to which the Company transferred to MortgageBrokers.com Canada Inc., a ~~publicly~~Canadian ~~traded~~Corporation ~~mortgage~~under ~~brokerage~~the ~~operation~~control ~~limiting~~of Alex Haditaghi, the Company’s ~~liquidity~~sole officer and director, and principal shareholder , all of ~~our~~the ~~stock~~Company’s equity interest in the Company’s former Mortgage Brokerage Business and ~~company~~MortgageBrokers.com ~~capitalization~~Canada Inc. agreed to assume any and ~~our~~all liabilities ~~inability~~associated with the Company’s former Mortgage Broker Business, including, but not limited to ~~create~~all commitments, liabilities and contingent liabilities, effective immediately prior to closing of the Share Exchange. Pursuant to the Agreement of Sale, the Mr. Haditaghi forfeited all rights to any monies owed to Mr. Haditaghi by the Company associated with a ~~market~~shareholder ~~for~~loan ~~our~~of ~~stock;~~approximately $25,000 (the “Spin Out and Cancellation”).

4~~. the increasingly high costs associated with administering a publicly traded company,~~

~~the~~Plan ~~Director~~ of the Company has decided to privatize the Canadian operations (the “Mortgage Brokerage Business”) through a sale to a private company under common control (“Mortgage Brokerage Privatization”). In an effort to reduce overhead costs, and in exchange for the provision of ongoing working capital deficit funding, in late 2010, all human resources for the Company were consolidated into a related party company who provided back office corporate services to the Company on a cost allocation basis. Over 2012, in an effort to further reduce overhead expenses and in preparation for the inevitable Mortgage Brokerage Privatization, all brokerage services including mortgage brokerage licensure, branding, mortgage agent back office operations, training and technology platforms were transitioned to the same related party company in the latter half of 2012.Operations

~~Management~~MoPals ~~will~~is ~~make~~a ~~its~~development stage ~~best~~company ~~efforts~~which tocurrently ~~complete~~devotes ~~the~~all ~~Mortgage~~of ~~Brokerage~~its ~~Privatization~~resources ~~within~~developing ~~the~~its ~~first~~core ~~half~~technology ofand ~~2013~~platform, ~~however~~business, ~~there~~Sales isand nomarketing plans, ~~timetable~~acquiring ~~for~~users ~~its~~and ~~finalization. It~~raising isinvestment ~~anticipated~~capital, ~~that~~growing ~~following~~ the ~~sale~~sales ~~to a private company under common control there will be no continuing relationship between continuing~~ and ~~discontinued~~Software ~~operations~~development team.

AsIn ~~part~~the ofnext twelve months, the ~~contemplated~~Company ~~Mortgage~~plans ~~Brokerage~~to ~~Privatization~~begin the process of ~~the~~raising a minimum of $3 million in additional capital to help fuel its ongoing operations, continue its growth, explore new partnerships, and fully implement its business plan. Upon completion of its financing, the Company plans to hire 14-20 additional new employees to grow its sales, marketing, and software development teams as well as to fully build out the ~~following~~Company's ~~occurred:~~management team to include a full-time Chief Financial Officer and Chief Operating Officer. Doing so will ensure that the Company has the necessary technical, management and financial resources to properly scale its business in 2015 and beyond.

1.Beginning in May 2015, the Company’s ~~subsidiaries~~will ~~have~~launch ~~not~~its ~~renewed~~“Offer ~~their~~Network” ~~provincial~~and ~~mortgage~~"Loyalty ~~brokerage~~Platform" ~~licensure~~in the U.S. beginning with an initial launch in Phoenix, Arizona, and immediate surrounding areas. Additionally, the ~~various~~Company ~~jurisdictions~~will ~~where~~commence ~~they~~a ~~operate~~number of strategic launches in select cities across Canada. AsThe atCompany ~~December~~believes ~~31,~~that ~~2012~~if its initial launches prove to be successful, it will increase the Company’'s ~~subsidiaries~~chances ~~had~~of noreceiving ~~active~~additional ~~licenses~~financing ~~empowering~~in ~~them~~the future on terms which are favorable to ~~operate~~the asCompany. Our initial U.S. launch will demonstrate that the Company has traction, consumer demand and a ~~mortgage~~clear ~~brokerage;~~source of revenue moving forward.

2.MoPals ~~select~~Service, ~~individual~~Distribution ~~mortgage~~and ~~agents were offered the opportunity to operate under the licensure of a related party company;~~Market

3.MoPals Inis ~~late~~building an ~~2012,~~internet ~~all~~and ~~human~~mobile ~~resources~~brand ~~for~~loyalty application and service that the Company ~~were~~believes ~~consolidated~~will ~~into~~bridge athe ~~related~~gap ~~party~~between ~~company~~social media and loyalty rewards. It is management’s opinion that ~~provided~~our ~~back~~service ~~office~~will ~~corporate~~be ~~services~~unique toas the ~~Company~~world’s onfirst community-driven, crowd sourced loyalty platform. With a ~~cost~~mobile-based, ~~allocation~~experiential ~~basis~~and Big Data-driven platform, it is our intent to reward our members for both social and transactional behaviors. AsIt ofis ~~December~~our 31plan that MoPals will use an exclusive digital currency, ~~2012~~called ‘MoCoins™’, ~~there~~to ~~were~~foster ~~two~~a ~~part~~community ~~time~~where ~~employees~~consumers are rewarded for making purchases at participating businesses, as well as engaging in a wide range of social media activities that enhance brand value.

~~The~~Our ~~primary~~consumer ~~activity~~behavior incentives ~~that~~are ~~currently~~centered ~~takes~~around ~~place~~MoCoins™ inwhich ~~our~~are ~~Company~~earned inby ~~the~~members ~~latter~~for ~~half~~a number of ~~2012~~online ~~relates~~and ‘in-store’ behaviors within a consumer’s social network including rewards for promotional participation; ‘liking’, sharing or reviewing an experience at a business; referring business promotions; creating content driving polls; or referring friends to: join the MoPals community. MoPals aims to be a leader in how brands inspire customer loyalty, driving online brand enhancing behavior and sales.

1It is our aim that our technology platform will enable businesses to connect with their customers, giving businesses a cost effective means to encourage and reward brand enhancing behavior. ~~activities~~It ~~related~~is our intent that our proprietary platform under development will also allow businesses to ~~the~~receive ~~contemplated~~data ~~Mortgage~~associated ~~Brokerage~~with ~~Privatization;~~their consumer’s behavior from which they might target promotional offers and marketing strategies.

2. activities related to the administration of the publicly reporting entity; and

3. administration of the business including management of trades payables.

Description of the Mortgage Brokerage Business over the past three years

While operating as a mortgage brokerage, we had access to lenders who lend mortgage funds. In the first half of 2012, we funded mortgage volumes with approximately 40 different mortgage lenders with 96% of the mortgage volumes funded by our top 20 lenders. Outside our top 20 lenders, the remaining lenders serve very niche product offerings which subsequently results in marginal mortgage origination volumes.

We typically accessed most of our lenders through the software platform provided by Davis + Henderson Limited Partnership (“D&H”), Canada’s leading technology provider to the mortgage brokerage industry. Through this software, D&H connects mortgage brokers with lenders by providing an electronic conduit for submission, approval and funding of mortgage transactions.

~~While~~Following our ~~operating~~service ~~as a mortgage brokerage~~launch, our ~~general~~plan ~~obligations~~is tothat ~~the~~MoPals ~~lender~~will ~~included~~generate ~~the~~revenue ~~following~~from:

Ø1. toparticipating ~~provide~~merchant upsubscriptions to ~~date,~~receive ~~accurate~~ongoing ~~and~~consumer ~~complete credit applications for all mortgage loans~~data; ~~Ø to provide evidence of all conditions required to fund, which have been reviewed by the mortgage originator for accuracy; Ø to conduct business in a professional~~ and forthright manner, fully disclosing any information that may impact the lender’s decision to proceed with the transaction; Ø to protect the confidentiality and privacy of personal information and other information provided to, or received by, the mortgage originator in connection with any credit application for a mortgage loan; and, Ø to maintain adequate funding ratios on all applications submitted to a lender.

~~Failure~~2. toreceiving ~~maintain these general obligations can result in additional documentation required on~~ a ~~mortgage~~percentage ~~application, cancellation~~ of apromotion-based ~~mortgage~~sales ~~approval~~revenue orfrom ~~termination~~participating ~~of the mortgage agent and/or the brokerage relationship with the lender~~businesses.

~~Mortgage~~In addition ~~agents~~to ~~are~~the ~~independent~~financial ~~subcontracted~~condition ~~mortgage~~and ~~consultants~~results ~~who~~of ~~work~~operations ~~exclusively~~of ~~under~~ the Company’s, ~~brokerage~~it ~~license~~is tomanagement’s ~~provide~~belief ~~consumers~~that ~~with~~growth ~~unbiased~~of ~~advice~~our Company onwill ~~mortgage~~also, ~~financing. Our~~in ~~franchised~~part, ~~mortgage~~be ~~brokers~~demonstrated ~~conducted~~through ~~business~~the ~~under~~metrics ~~their~~of ~~own~~MoCoins™ ~~licensure. Our~~issued ~~mortgage~~or ~~broker~~accrued, ~~agents~~the ~~would~~number ~~conduct~~of aregistered members, ~~needs~~number ~~assessment~~and ~~for~~types ~~the~~of ~~potential~~promotional ~~borrower~~items ~~and~~sold, ~~find~~member aretention ~~suitable~~via ~~mortgage~~repeat ~~product~~engagement ~~from~~and athe ~~suite~~number of ~~lenders. Mortgage~~retail ~~broker~~businesses who ~~agents~~sign ~~would~~on ~~facilitate~~to ~~the~~and ~~communication~~offer ~~between~~promotions ~~the~~through ~~lender and~~ the ~~borrower~~MoPals ~~from application submission to financing~~community.

~~The~~Current Market ~~following describes our revenue streams from our offered products and services when we actively operated as a mortgage brokerage:~~Conditions

~~1) For approximately 95% of all mortgage origination deal flow at the~~ The Company, ~~the~~believes ~~subsidiaries~~that ~~generated~~MoPals ~~revenue~~bridges ~~when~~both ~~our licensed mortgage agents placed mortgages, on behalf of customers, with third party lenders who in return, pay~~ the ~~Company~~‘Social aMedia’ ~~commission~~and ~~fee,~~‘Loyalty asProgram’ ~~follows:~~market places.

a) most lenders paid the Company a referral commission fee (“Finder’s Fee”). This Finder’s Fee was generally a fixed percentage of the principal amount of the mortgage being placed and varies depending on the mortgage term chosen by the customer.Social Media

b)The Company Inhas ~~addition,~~observed ~~most~~significant ~~lenders~~growth ~~who~~in ~~paid~~sales aand ~~referral~~users ~~finder’s~~for ~~fee~~market ~~also~~dominant ~~paid~~social media companies over the ~~Company~~past athree ~~volume~~to ~~bonus~~five years. ~~(“Volume~~Facebook ~~Bonus”)~~Inc., for ~~the~~example, ~~aggregate~~has ~~mortgage~~seen ~~volumes~~their ~~placed~~gross ~~with~~revenue agrow ~~particular~~from ~~lender~~$1.97 ~~above~~billion ~~volume~~in ~~thresholds~~2010 ~~established~~to $7.87 billion in 2013 (Annual Financial Reports, Facebook Inc., 2010 – 2013) – approximately 300% over three years. Twitter Inc.’s gross revenue has grown from ~~time~~$106 million in 2011 to ~~time~~$665 million in 2013 (Annual Financial Reports, Twitter Inc., 2011 – 2013) - approximately 525% over two years.

~~The~~According to ~~aggregate~~emarketer.com ~~sum~~in ~~fee~~a ~~for~~June ~~Finder's~~18, ~~Fees~~2013 ~~and~~on-line ~~Volume~~article, ~~Bonuses~~social ~~typically~~media ~~ranged~~company ~~between~~sales 75and profits are closely linked to ~~120~~the ~~basis~~number ~~points~~of users (0on the platform.75 toThe amount of global social network users was estimated at 1.273 billion people in 2013, up 18%) offrom 2012. Social networking reaches nearly one in four people around the ~~total~~world. ~~mortgage~~According ~~volume~~to ~~originated~~Emily byAdler as published on businessinsider.com on January 5, 2014, social media users are highly engaged. Social media is now the ~~Company’s~~top ~~mortgage~~Internet ~~agents~~activity: Americans spend an average of 37 minutes daily on social media, a higher time-spend than any other major Internet activity including email.

	2)	For approximately 5% of all mortgage origination deal flow at our Company, commercial, alternative and sub-prime lenders may have paid only a nominal referral Finder’s Fee. For these transactions, our mortgage agents may have charged negotiated brokerage fees to generate revenue.
	3)	We also earned commission revenue through the referral and placement of creditor insurance with third party insurance providers. In general, when a client wished to take creditor insurance related to the mortgage transaction originated by the Company, the Company earned a gross commission which was, on average, estimated to be 14 basis points (0.14%) of the mortgage amount.

Loyalty Programs

The Company believes that the loyalty program industry, a generally mature market space, can be characterized by high growth rates and innovative ideas.

According to an article by McKinsey & Company published in Business Insider on March 21, 2014, the loyalty program industry growth rate still remains strong, even with customers already belonging to a large amount of programs. In the United States alone, loyalty memberships have been increasing by the annual compound rate of 8.7% since 2000 and the total loyalty program members in the U.S. are estimated at 2.5 billion in 2012. However, the amount of active loyalty memberships (meaning members had engaged at least once in the past 12 months) appears to be declining and was measured at 44% in 2012.

According to McKinsey & Company, many companies have been successfully innovating in the loyalty space. One such example is Target Corporation, which uses the data gained from their loyalty program to focus on highest-value consumers such as future moms. Another example is Sainsbury PLC, which built partnerships among many different retailers to deliver strong value to its loyalty program members. Both companies’ success in the loyalty space is attributed to their innovations.

Generally in 2012, between 88% to 91% of all received commission revenue was paid to the Company’s mortgage agents.

Mortgage Broker Market

Operations were conducted through our subsidiaries in Canada only. The Company provided mortgage brokerage services in the Canadian provincial markets of Newfoundland, Nova Scotia, New Brunswick, Prince Edward Island, Ontario, Saskatchewan, Alberta and British Columbia.

As previously noted, the Company’s subsidiaries did not renew their provincial mortgage brokerage licensure in the various jurisdictions where they operated. As at December 31, 2012, the Company’s subsidiaries had no active licenses empowering them to operate as a mortgage brokerage anywhere in Canada.

Mortgage Broker Services and Distribution

The Company provided its services to the consumer through a national sales agency network. Our national agency sales force were 100% commissioned subcontractors who were registered as mortgage agents with the appropriate regulatory government agency to provide mortgage broker services to the public exclusively under the Company’s brokerage licensure and brand. Franchised brokerages provided the same services under their own licensure. Our mortgage agents regionally marketed themselves under the MortgageBrokers.com brand via the World Wide Web (www), newspapers, magazines, local promotion, billboards, radio, and television. Our mortgage agents operated offices or desks within real estate offices, had their own retail offices established or operated out of their homes as mobile sales professionals. The Company does not own, nor is a party to, any retail mortgage agent office leases that may have been established by our mortgage agents.

Our national agency sales force, which was recruited and managed centrally by our sales management staff, could have operated regionally as individual businesses or they could have built agency sales teams. Our national sales force was diversified with agents who provided mortgage broker services to the consumer public on a full time and part time basis and may also have provided their services in association with other related business initiatives they were involved in outside of mortgage brokerage such as financial planning or real estate sales.

Generally, when the Company launched the MortgageBrokers.com model into the Canadian mortgage market place in 2005, our licensed agents earned 85% of received commission fees received. This was in comparison to competitive brokerages which offered less services but greater commissions, as high as 98% of the lender commissions received. Our model, which intended to attract the long-term value builders in the brokerage industry and was premised on a high service value proposition augmented with performance-driven stock based compensation.

In addition to earned commission fees, our business model also provided our mortgage agents with the potential to earn stock-based compensation in our Company based on their annual mortgage origination volume. This form of equity participation was intended to provide our national sales agency network a transparent career exit strategy for retirement and a retention strategy for team building purposes. It was management’s belief that the benefit to the Company would be that we would be able to build a sustainable long term operational margin contribution from Canadian operations and would be able to include our national agency sales force, responsible for executing the Company's sales strategy, into the ownership of the Company, theoretically allowing them to benefit from Company growth related directly to their contribution.

The primary services that the Company provided to our national agency and franchised sales network were:

Ø mortgage brokerage licensure (franchisees use their own licensure); Ø a national brand and related marketing initiatives; Ø a regulatory compliance service associated with our agent’s transactions; Ø human resource services where we performed new agent registration, licensure, and insurance coverage;

Ø access to our corporately arranged group health insurance and benefits plan; Ø a payroll and commission service reconciling commission fees paid by lenders and insurers and accurate and timely payroll to our agents and their referral sources with detailed payroll statements on a weekly basis; Ø revenue optimization for our agents through deal flow aggregation; Ø sales training, sales tools and support from our sales management team for lender support, team and business building, and consumer support; Ø the establishment of market partnerships to allowed our agency sales network to access a greater portion of the mortgage and refinance market; Ø information technology services; and, Ø the opportunity to earn stock-based compensation in our Company.

Prior to contracting with a mortgage agent, and in addition to the minimum regulatory requirements, prospective mortgage agents must meet for provincial registration, MortgageBrokers.com reviewed the prospective agent’s tenure and experience in the industry, credit bureau history and a minimum of 2 reference checks. Those mortgage agents that had minimal experience were obligated to work as a mortgage agent under a more senior mortgage agent (referred to within MortgageBrokers.com as a Managing Partner or a franchisee) who would sponsor, supervise, mentor and train the inexperienced agent.

It was our sales management team’s responsibility to recruit, mentor and support the mortgage broker sales force across Canada. To integrate a mortgage agent into our network, we made mandatory the licensure with the appropriate provincial regulatory body, application for membership with the Canadian Association of Accredited Mortgage Professionals (CAAMP), our national mortgage brokerage industry association, and application to our Errors and Omissions insurance plan we held corporately.

The Company also developed and was party to strategic national or regional alliances with real estate brands to provide our licensed mortgage agents access, on a volume basis, to mortgage referrals in some form of revenue sharing arrangement. On April 12, 2006 the Company entered into a referral agreement with Maxwell Realty Inc. (“Maxwell”) in western Canada. For referrals to our mortgage agents leading to funded mortgages, Maxwell receives 25 to 40% of our Finder’s Fee commission as well as stock-based compensation from the Company based on the aggregate volume of funded referrals.

Our mortgage agents were all licensed as contractors (not employees) working exclusively under our provincial brokerage licensure. Within each province we operated, we had a ‘broker of record’ or ‘principal broker’ under whose license we operated our business. From time to time, the Company also terminated our agreements with non-performing agents who tended to drain Company resources while generating no revenue.

Generally, the more qualified agents the Company had operating under its licensure and brand nationally, the greater the revenue the Company would be able to generate and hopefully drive bottom line earnings as we concurrently managed to build a scalable back-office service organization.

The following table outlines the estimated size of our sales agency network at year end for 2009 through 2011:

YEAR	AGENT COUNT
2009	430
2010	375
2011	278

At the end of 2012, the Company had no mortgage agents operating under our licensure generating any new revenue.

Concurrently, the following changes took place regarding our business model:

● agent commissions creeped from 85% of lender Finders Fees in 2005 to as high as 95% of lender Finders Fees received in 2011 for select agent teams;

● our mortgage agent stock-based compensation program had limited to negligible traction as a recruitment and retention tool as equity market conditions were not being favorable for a publicly traded mortgage brokerage operation generating no free cash flow, limiting the liquidity of our stock and Company capitalization; and

● the Company was obligated to maintain it’s high value service offering to our national sales agency.

Overall, we experienced a 35 percent decline in the size of our national sales agency from 2009 to 2011. As previously noted, the Board had decided in the third quarter of 2011 to privatize our Canadian mortgage broker operation, in part due to the high costs associated with driving a high-service value proposition in an eroding margin brokerage marketplace in Canada. After reviewing several business proposals, our Board decided to commence the Mortgage Brokerage Privatization in the first quarter of 2012.

As part of this contemplated Mortgage Brokerage Privatization of the Company, the following took place in 2012:

1. the Company’s subsidiaries have not renewed their provincial mortgage brokerage licensure in the various jurisdictions where they operate. As at December 31, 2012, the Company’s subsidiaries had no active licenses empowering them to operate as a mortgage brokerage;

2. select individual mortgage agents were offered the opportunity to operate under the licensure of a related party company. At the end of 2012, the Company had no mortgage agents operating under our licensure generating any new revenue;

Mortgage Broker Industry

The following describes our market’s competitive business conditions and our market positioning through describing existing market conditions, competitive market conditions and, our business model market positioning.

Market Conditions

When we actively operated as a mortgage brokerage, all of our operations were conducted through our subsidiaries in Canada only.

Highlights of the Canadian Association of Accredited Mortgage Professionals (“CAAMP”) Chief Economist report “Annual State of the Residential Mortgage Markets in Canada,” dated November 2012, describes the current Canadian mortgage market within which our Company operated as follows:

Ø	as of August 2012, there was CAD $1.16 trillion (2011: $1.08 trillion, 2010: CAD $1.01 trillion , 2007: CAD $787 billion) of outstanding residential mortgage credit in Canada;
Ø	The growth rate of residential mortgage credit has been slowing since 2010 and is projected to grow less in 2012 and 2013:

Year	Growth Rate	Mortgage Volume (billions)
2009	7.1%	63
2010	7.6	71
2011	7.2	72
2012*	6.9	75
2013*	5.5	60
*Projected.

Ø In 2012, based on survey results, on average, 47% of new mortgages were obtained with the use of a mortgage broker (27% in 2011); Ø The average resale house price in Canada in 2011 through 2012 and projected into 2013 are flat and approximately 10% lower than pre-recession. Ø The rate of mortgage arrears in Canada increased between 2007 and 2010 but has been decreasing since August 2012. The rate of arrears for the top 7 major banks in Canada approximate to 0.33% versus 0.25% in 2005 prior to the recession. Ø Based on a survey for recent home purchases, approximately 79% of mortgage holders in Canada have fixed rate mortgages (up from 60% in 2011) and 10% have variable and adjustable rate mortgages (down from 31% in 2011) and 11% have combination mortgages(up from 8% in 2011); Ø Overall for 2012 home purchases, 32% of mortgages have an amortization of greater than 25 years (up from 20% in 2011), and 68% of mortgages have amortization periods of 25 years or less.

While there may have been some uncertainty in the Canadian mortgage market place, it has been growing year over year since 2009 and is projected to grow in 2013.

Competitive Market Conditions

~~Mortgage~~In industries ~~origination~~as invaluable ~~Canada~~as ~~can~~Social beMedia ~~segmented~~and ~~into~~Loyalty, ~~three~~there ~~broad~~are ~~categories~~many ~~and~~large ~~their~~competitors ~~estimated~~with ~~relative~~dominant market share: ~~(i) bank branch networks - 50%; (ii) bank mobile mortgage sales teams - 25%; and (iii) mortgage brokers - 25%~~positions. ~~Over the past decade, the relative share for the bank branch networks had decreased as consumer demand for accessibility and specialization intensify.~~

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~~In the past year the mortgage broker channel has lost ground to bank branch networks and bank mobile sales teams, possibly due to:~~Yelp

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According to CAAMP, mortgage brokers captured 27% of the Canadian annual mortgage origination market in 2011 (30% two years prior in 2009). Most industry sales referral relationships have been established at the individual mortgage agent level.Foursquare

It Foursquare is ~~conservatively~~a ~~estimated~~location-based bysocial ~~the~~networking ~~Company~~website ~~that~~for ~~there~~mobile ~~are~~devices, such as smartphones. Users "check in" ~~excess~~at ofvenues 11using a mobile website,~~000~~ ~~active~~text ~~mortgage~~messaging ~~agents~~or ~~operating~~a indevice-specific ~~Canada~~application ~~(based~~by onselecting from a ~~reported~~list ~~11,000~~of ~~membership~~venues ~~reported~~the application locates nearby. Each check-in awards the ~~January~~user ~~2008~~points ~~Mortgage~~and ~~Journal~~sometimes ~~published~~"badges". byThe ~~Naylor~~user ~~Canada~~who ~~Inc.~~‘checks in’ most often to a venue becomes the "mayor," and users regularly vie for ~~CAAMP)~~"mayorships".

~~The Canadian mortgage origination market is fragmented, with~~ In an ~~estimated~~article ~~50%~~written ~~of the market captured~~ by ~~five~~Sarah ~~large~~Frier ~~Canadian~~for ~~mortgage~~Bloomberg ~~origination~~Businessweek ~~companies~~on orApril ~~“Super~~11, ~~Brokers”~~2013, ~~who~~Foursquare ~~also~~received ~~lay~~a ~~claim~~$41 tomillion ~~having~~investment ~~more~~from private ~~than~~equity ~~two-thirds~~fund ofSilver ~~the~~Lake ~~active~~Partners ~~mortgage~~and ~~agents~~venture ~~licensed~~capital infirms ~~Canada. It~~Andreessen isHorowitz, aUnion ~~growing~~Square ~~trend~~Ventures, toO’Reilly AlphaTech ~~establish national corporate sales referral arrangements with strategic alliances~~Ventures, and ~~there~~Spark isCapital ~~significant market competition~~ in ~~the~~early ~~recruitment~~April of ~~mortgage agents and their associated ‘books of business’ amongst the mortgage originators~~2014. ~~When~~ ~~real~~Early ~~estate~~investment ~~market~~rounds ~~conditions~~valued ~~are slow or uncertain, it is management’s belief that mortgage brokers are reluctant to change brands and affect their business in~~ the ~~short~~company ~~term,~~at ~~making~~$600 ~~it very difficult to build your book of business through recruitment from other brokerages~~million.

10Aimia

~~The~~Aeroplan is ~~primary~~a ~~tools~~coalition ~~used~~loyalty byprogram ~~our~~owned ~~competitor~~by ~~consolidating~~Aimia ~~brokerages~~Inc., ~~for executing~~ a ~~competitive~~global ~~strategy~~loyalty inmanagement ~~recruiting~~company. ~~mortgage~~The ~~agents~~Aeroplan ~~has~~program ~~been~~was ~~increasing~~created ~~commission~~in ~~splits~~July 1984 ~~(which~~by ~~currently~~Air ~~ranges~~Canada ~~between~~as 75an ~~and~~incentive ~~98%~~program offor ~~the~~its ~~total~~frequent ~~commission~~flyer ~~fees~~customers. ~~received),~~There ~~the~~are ~~development~~approximately ~~of brand and the provision of administrative and marketing services~~4. It6 ismillion ~~management’s~~active ~~belief~~members in ~~that~~ the ~~Company’s~~program. ~~biggest~~In ~~challenge~~recent inyears, ~~2011~~Aeroplan ~~and~~has ~~2012~~evolved ~~was~~into toa ~~figure~~loyalty ~~out~~marketing ~~how~~program ~~to compete~~ with ~~other~~retail ~~brokerages~~partners ~~offering~~such ~~mortgage~~as ~~agents~~Esso, ~~higher~~Home Hardware, ~~commission~~Rona, ~~splits~~Birks, ~~while~~Sobeys, ~~continuing~~Thrifty toFoods, ~~offer~~Nestle aCanada ~~high~~and ~~level of service to our national sales network~~others.

~~The~~According to ~~competitor~~financial ~~mobile~~information ~~sales~~published ~~teams~~on ofwww.google.com/finance, ~~the~~from ~~major~~2010 ~~banks~~to ~~compete~~2013 ~~with~~Aimia ~~mortgage~~saw ~~brokers~~its byrevenue ~~leveraging~~decline ~~bank~~from ~~brand~~$1.96 ~~appeal~~billion to $1.67 billion. Despite this, ~~exclusive~~Aimia ~~mortgage~~has ~~products~~seen ~~and~~its ~~leveraging~~stock aprice ~~captive~~grow ~~bank~~by ~~customer~~96% ~~base~~in five years from $8.66 on March 27, ~~especially~~2009 into ~~the~~$17.72 on ~~refinancing~~March ~~and~~24, ~~equity~~2014. ~~take-out~~The company has a market capitalization of $3.07 billion as of March 24, 2014.

~~Our~~Alliance Data ~~Business~~(Air ~~Model Market Positioning~~Miles)

WeAlliance Data ~~had~~Systems ~~positioned~~Corporation ~~ourselves~~is ~~in this competitive landscape to the mortgage broker industry as~~ a ~~very~~publicly ~~service~~traded ~~oriented~~provider ~~company~~of ~~that~~loyalty ~~incorporates~~and ~~stock-based~~marketing ~~compensation~~solutions, ~~into~~such ~~our~~as ~~value~~private ~~offering~~label tocredit ~~attract long-term value builders within the broker sales networks. Unfortunately~~cards, coalition ~~the~~loyalty ~~lack of significant bottom line earnings growth associated with~~programs, ~~the~~and ~~high~~direct ~~costs~~marketing ~~associated with driving a high-service value proposition in an eroding margin brokerage marketplace in Canada~~services, ~~which~~derived infrom ~~part drove~~ the ~~value~~capture and ~~liquidity~~analysis of ~~our~~transaction-rich ~~Company’s stock, seems to have undermined our long term value proposition~~data.

~~Our centralized services, as more fully described in previous sections, reduced our agent’s overhead allowing them to focus on their core strength of sales and marketing.~~7

~~We had additionally designed our business model~~ According to ~~incorporate~~financial ~~two~~information ~~principal~~published ~~elements~~on ~~which we believed would attract those mortgage agents who valued ownership and a career exit strategy within the Canadian mortgage market~~www. Wegoogle.com/finance, ~~also believed that mortgage brokerages have long suffered~~ from ~~their~~2010 ~~inability~~ to ~~retain~~2013 ~~their~~Alliance ~~top~~Data ~~loan~~saw ~~originators,~~its ~~typically~~revenue ~~losing~~grow ~~them~~from to$2.8 ~~competing brokerages that offer increased commissions with very little sustainable value being returned~~ billion to ~~the mortgage agent to help them grow their businesses~~$4. In3 ~~addition~~billion, inan ~~today’s~~increase ~~consolidating~~of ~~environment,~~over we54% ~~believe~~in ~~many~~three ~~sales~~years. ~~agents~~The ~~have~~company ~~seen~~has ~~the~~a ~~companies~~market ~~they~~capitalization ~~work~~of ~~with~~$14.92 ~~sold~~billion toas ~~large financial institutions or brokerages with nothing to show from the transaction when it is they who are responsible for creating much~~ of ~~the~~March 24, ~~value associated with the transaction~~2014. ~~Therefore,~~ ~~management~~Alliance ~~believed~~Data ~~there~~has ~~was~~seen ~~pent~~its upstock ~~demand~~price ~~within~~grow ~~the~~by ~~industry~~792% ~~for~~in a ~~mortgage~~five ~~brokerage~~year ~~model~~period ~~that~~from ~~would~~$36.34 ~~address~~on ~~what~~March we27, ~~believed~~2009 to be$280.65 ~~the~~on March ~~industry’s~~24, ~~long- standing issues of agent retention and equity participation~~2014.

~~One~~Strategic Market of the corollary effects of the competitive nature of consolidating books of business in the mortgage brokerage industry is that expensive back-office centralized services become easily commoditized and replicated leveling the competitive offerings over time of ‘high service’ brokerages, leaving super brokers with high capital cost structures and no significant competitive advantage that might entice an agent team to leave one brokerage and go to another. It is management’s current opinion that it is very difficult to create a service-based competitive advantage in the mortgage brokerage industry in Canada in uncertain economic times.Positioning

~~As Canada’s first only publicly-traded and independent (non-bank owned) mortgage brokerage, we had strategically positioned our~~ The Company asviews athe ~~consolidator~~overall ~~attracting~~lack ~~those~~of ~~mortgage~~recent ~~agents~~innovation ~~who value ownership~~ and acustomer ~~career~~engagement ~~exit~~in ~~strategy within~~ the ~~Canadian~~loyalty ~~mortgage~~program ~~market. We~~industry ~~had~~as ~~developed~~an ~~what we believed~~ opportunity to beleverage a unique transparent business model that would allow us to rapidly and sustainably develop our national sales agency and long term sales referral sources around which we could diversify our product offering and develop our brand for the ~~consumer. There~~innovative ~~are~~strength ~~no direct means to quantify~~ and ~~compare~~tools ~~our rate~~ of ~~growth~~social ~~and~~media in the ~~success~~brand ofloyalty ~~our~~market ~~strategy with our competition since they are not public companies~~place. ~~However,~~ ~~our~~Company ~~strategy~~management ~~was~~also ~~acknowledged~~believe that in the ~~October~~strength ~~2008 issue~~ of ~~Profit Magazine where our Company was identified as~~ the ~~number~~current ~~one~~market ~~fastest~~dominant ~~growing~~competitors ~~Canadian emerging growth company. We reported 3,993% top-line revenue growth between 2005~~ and ~~2007 and were recognized in October 2009 as~~ the ~~number~~ongoing ~~twenty-seventh~~elevated ~~fastest~~degree ~~growing~~ of ~~Canada’s~~acquisitions ~~emerging~~in ~~growth~~the ~~companies~~social ~~with a reported 293% top-line revenue growth between 2006~~ media and ~~2008. In~~brand ~~2009,~~loyalty ~~one~~marketplaces ofmay ~~our~~afford ~~direct~~MoPals ~~competitors,~~additional a private corporation, was recognized as the 25th fastest growing company in Canada of Canada’s emerging growth companies, confirming to management that our industry sector is very dynamic, healthy and exhibits strong growth opportunities~~. However,~~ ~~possibly~~for ~~due to uncertain economic conditions, executing a long-term vision has proven to have been difficult and the Company was not able to continue its high year over year rates of revenue~~ growth ~~past 2008~~. ~~Mortgage origination has decreased 26% between 2009 and 2011, revenue has decreased 20% between 2009 and 2011 and our agent count has decreased by 35% between 2009 and 2011.~~

11The Company feels it has an advantage being a later entrant into the social media and brand loyalty markets which allows it to see what has worked for competitors in each market and how to improve upon it leveraging successes from one market into the other. The Company also feels that building a ‘Big-Data’ member platform can now be accomplished very cost effectively by outsourcing to off-shore developers.

WeMoPals Technology ~~had~~Platform ~~designed~~& a business model to provide mortgage agents with the potential to earn equity in our Company based on their annual mortgage origination volume. This form of equity participation was intended to provide our national sales agency network a transparent career exit strategy for retirement and a retention strategy for team building purposes. It was our belief that the benefit to the Company is that we were able to build a sustainable long term operational margin contribution from Canadian operations and we would be able to include our national agency sales force, responsible for executing the Company's sales strategy, into the ownership of the Company, allowing them to benefit from any Company growth related directly to their contribution.Service

~~Generally,~~MoPals’ software ~~our~~is ~~stock-based~~planned ~~compensation model was based upon the future discounted cash flow margin contribution~~ to ~~our~~be ~~Company’s bottom line of mortgage volume origination by each exclusively contracted mortgage agent. When the stock~~multi-~~based~~platform ~~compensation model was initially designed,~~ and ~~until~~will ~~the~~aim ~~Company~~to isintegrate ~~profitable~~with ~~and~~all ~~generating~~major ~~free~~social ~~cash~~media ~~flow~~sites, wesuch ~~made~~as ~~certain~~Facebook, ~~assumptions on a pro forma basis that a certain size funded mortgage origination volume would generate free cash flow based on our expected cost structure. The model~~Twitter, LinkedIn, ~~which made certain assumptions concerning expected growth rates~~Instagram, ~~prevailing interest rates during the term of the pro forma~~ and ~~cost~~Pinterest. ofOur ~~capital~~product ~~determinations,~~development ~~was~~approach ~~developed~~is incentered ~~2005. In~~on ~~summary,~~building the ~~results~~most ofuseful ~~the~~tools ~~model~~that ~~led~~enable users to aconnect, ~~management~~share, ~~decision~~discover, ~~that~~and ~~granted~~communicate anwith ~~aggregate~~each ~~of approximately 11~~other.4 ~~basis~~Our ~~points~~services onfor anusers ~~agent’s~~are ~~average~~free ~~funded~~of ~~mortgage~~charge ~~origination volumes over a three~~ to ~~five~~consumers ~~year~~and available ~~period~~on ~~to an agent in~~ the ~~form~~internet ofand ~~stock-based~~mobile ~~compensation~~platforms.

~~To-date,~~The MoPals’ weproprietary ~~have~~software ~~made~~allows ~~commitments~~merchants to ~~our~~send ~~former~~customized ~~mortgage~~and ~~agents~~targeted tobrand ~~issue~~promotions ~~the~~to ~~stock-based~~our ~~compensation~~MoPals’ asmembers using ~~warrants that would be convertible into stock (1 warrant would be convertible into 1 share). The Company is currently in~~ the ~~process~~wealth of ~~finalizing~~information ~~and~~that ~~formalizing~~is ~~the~~being ~~wind-down~~volunteered ofover ~~the~~social ~~mortgage~~media ~~agent stock-based compensation plan and associated agreements~~sites.

AtOur service ~~December~~will 31, 2012, following a 30 to 1 reverse stock split effected on November 14, 2011, the Company accrued, stock-based compensation equal to 58,190 common shares at $0.20 per share totaling $11,638 which is payable to our existing mortgage agents and referral partners.include:

~~Mortgage~~i. ~~Brokerage~~Promotional ~~Intellectual~~offers. ~~Property~~We will be featuring promotional offers from our national and local merchants and distributing them by email to our MoPals’ members. ii. Self-Service Deals. Our merchants can use our self-service platform to create and launch deals at their discretion on our site. iii. Member-Generated Polls. Our members will be able to create and generate polls and send them to their friends. iv. Member-Generated Surveys. Our members will be able to create surveys and send them to their friends. v. Our merchants will be able to create polls or surveys to be posted on the MoPals’ site. vi. Our members can earn MoCoins™ for joining, liking a brand, purchasing a promotion, sharing their promotion and creating and responding to surveys.

The following summarizes trademarks, agreements and arrangements we had in place to protect our market positioning:

a) On December 3, 2009, we successfully registered a trademark (No. TMA754,451) with the Canadian Intellectual Property office of Industry Canada for our name and design as follows:

[Graphic]

This mark was the object of a legal challenge by a group of mortgage brokers from Ottawa, Ontario as being too generic to warrant being a registered trademark. The Company settled this challenge and maintains full mark rights. See Item 3 on Legal Proceedings elsewhere in this Form 10K for more details.

Pursuant to the Share Exchange, the intellectual property rights to the trademark were transferred to Mortgagebrokers.com Canada, Inc. on March 26, 2013.

Mortgage Brokerage Government Licensure and Approvals

The mortgage brokerage industry is regulated provincially in Canada. For instance, in the province of Ontario, we were regulated by the Financial Services Commission of Ontario under the Mortgage Brokerages Lenders and Administrators Act, 2006 and in the Province of Alberta, were governed by the Real Estate Council of Alberta under the Real Estate Act, 2000. These licensing bodies have minimum criteria for licensure of potential mortgage agents recruited to operate under the Company’s respective Provincial broker license, which include relevant educational requirements, criminal record checks and disclosure of any personal bankruptcy or court proceedings.

Our subsidiaries held licenses to operate as a mortgage brokerage in the provinces of Newfoundland, Nova Scotia, New Brunswick, Prince Edward Island, Ontario, Alberta and British Columbia. Typically, our licensure is renewed annually. The Company’s subsidiaries have not renewed their provincial mortgage brokerage licensure in the various jurisdictions where they operate when they came up for renewal in 2012 as part of the process to privatize our Canadian operations. As at December 31, 2012, the Company’s subsidiaries had no active licenses empowering them to operate as a mortgage brokerage;

Our organization maintains a run-off errors and omissions liability insurance policy through Encon Group Inc. The policy covers the organization and its national network of mortgage agents from legal claims that brokers are exposed to on a daily basis for activities that may have occurred during when we operated as a mortgage brokerage. Our current run-off policy provides coverage up to CDN $5 million per incident and up to CDN $10 million in aggregate.

Mortgage Brokerage Government Regulations

The existing government regulatory regime protects the consumer through the mortgage broker process including, but not limited to, protection of confidential information, representation, cooling off period, and disclosure. Current regulations requiring mortgage agent standards helps raise the industry’s standards and promulgates a positive consumer experience in Canada.

In 2012, the Canadian Government instituted the following regulatory changes to cool the Canadian mortgage market and reduce consumer debt levels by putting constraints on mortgages that are insured by the government’s Canada Mortgage and Housing Corporation:

1. reduced the maximum insured refinancing to 80% from 85%;

2. elimination of insurance for homes priced over $1 million;

3. reduced the maximum amortization to 25 years from 30 years;

4. established minimum credit scores for 39% GDS and 44% TDS ratios;

Acquisition of MoPals (Nevada) Business

On March 26, 2013, the Company entered into the Exchange Agreement by and among (i) the Company, (ii) MoPals (Nevada); (iii) the Company Principal Shareholder and (iv) and the MoPals Nevada Shareholders. Pursuant to the terms of the Exchange Agreement, the Company acquired 100% of the issued and outstanding equity securities of MoPals (Nevada) in exchange for the issuance of 50,000,000 shares of the Company’s Common Stock.

Corporate History of MoPals (Nevada)

MoPals (Nevada) was incorporated in the State of Nevada on November 6, 2012.

IQIC.com Inc. (“IQIC”) was incorporated federally in Canada on August 7, 2012. On November 7, 2012, IQIC filed Articles of Amendment to its Articles of Incorporation to change its name to “MoPals Canada Inc.” (“MoPals Canada Inc.”). Mopals Canada Inc. has 100 shares outstanding. All of these shares are owned by the parent company, MoPals (Nevada), making MoPals Canada Inc. a wholly-owned subsidiary of MoPals (Nevada).

Pursuant to execution of the Exchange Agreement, MortgageBrokers.com Holdings, Inc. acquired 100% of the issued and outstanding equity securities of MoPals (Nevada) and subsequently changed its name to MoPals,com, Inc.

MoPals Industry

The social media industry employs web- and mobile-based technologies to support interactive dialogue and “introduce substantial and pervasive changes to communication between organizations, communities, and individuals.” Social media are social software which mediates human communication. When the technologies are in place, social media is ubiquitously accessible, and enabled by scalable communication techniques. In the year 2012, social media became one of the most powerful sources for news updates through platforms such as Twitter and Facebook. The main increase in social media has been on Facebook, which was ranked as the number one social networking site. Approximately 1 Billion users access this site through their mobile phone. Global consumers spend more than six hours a week on social networking sites.

The reward loyalty program industry is a structured marketing effort that rewards, and therefore encourages, loyal buying behavior — behavior which is potentially beneficial to the brand.

In marketing generally and in retail more specifically, a loyalty program, loyalty card, rewards card, points cards or programs, advantage cards, or a club card is a plastic or paper card, visually similar to a credit or debit card that identifies the card holder as a member in a loyalty program. Loyalty programs are a system of the loyalty business model. In Canada, it is typically called a loyalty card; in the United States, a discount, club or rewards card and in the United Kingdom, a loyalty card. Cards typically have a barcode or magnetic stripe that can be easily scanned. Some are chip cards and by presenting the card, or earning points, the purchaser is typically entitled to either a discount on the current purchase, or an allotment of points that can be used for future purchases or promotions.

MoPals Business Overview

MoPals leverages the power of social media to empower members and facilitate brand engagement. In its simplest form, MoPals is a social media loyalty platform where members earn MoMiles for their social media activity as it relates to brand ambassadorship. Activity can include liking a brand’s Facebook page, sharing a business’ offer, or generating buzz through free polls. Members can redeem MoMiles in the MoMarket for travel, merchandise, and more.

MoMiles are the exclusive MoPals currency. MoMiles are earned as points when a variety of activities are accomplished on the MoPals platform.

Though MoPals runs as a web-based application, it will also be accessible via a smartphone and tablet app for iPhones and Androids, which will deliver unique and easy-to-use iterations of MoPals’ services and network. Because members authenticate their user accounts with Facebook, MoPals has access to public data about its members via Facebook’s API. MoPals leverages this data to tailor a custom experience for its users, crafting a network that is made to suit their interests.

Unlike Groupon and other daily deal sites, MoPals knows its members a lot better and is able to provide only the best and most targeted offers via Web 3.0 technology. We expect our members will be thrilled to log on to MoPals and find their most coveted items and latest trends in their selected interests available for purchase. Because transparency is one of MoPals’ core values, members are aware that their information is used to bring them the best experience, and they appreciate the fact that their information (emails, usernames, etc.) is not sold to any third parties.

The most efficient way to reach new customers is to make it easy for existing customers to have authentic conversations about that brand with their friends1. For businesses, MoPals is a great opportunity to build brand awareness, connect with existing ambassadors, and grow a business’ fan base. Working with MoPals’ team, we’ll be able to help brands devise a custom solution to fit their marketing needs. Unlike Daily deal sites, which may cheapen a brand and threaten the business’s bottom line, MoPals’ offers businesses performance-driven campaign results with a tangible Return on Investment (ROI). With over 8 Million SME’s in North America, there is a tremendous opportunity to provide an easy to use, inexpensive loyalty program to these businesses. With over 2 Billion loyalty program memberships and 96% of a Generation Y on social media, the MoPals platform is positioned for tomorrow’s consumer, today.

Business Strategy

To Grow Our Member Base:

We intend to launch a robust and dynamic user acquisition strategy, leveraging best practices of traditional acquisition models: contests, email campaigns, co-sponsorships, as well as viral and word-of-mouth (“WOM”) models including celebrity endorsements, targeting influencers, targeted geographic campaigns and referrals. In conjunction with our in-house efforts, we will use public relations firms to optimize our messaging.

To Optimize Engagement - Our Members’ Daily Visits and Interactions:

We plan to offer a user experience model that captures the imagination of our members, while simultaneously providing them value-added services and perks. Our surveys and contests will aim to ensure engagement during our initial launch phase, while our rewards program combined with our relevant and we anticipate that the targeted offers will result in repeat visits and purchases.

To be Multi-Platform:

In order to optimize our reach with potential members and to be on point with trending user behavior, we plan to launch our services on multiple application platforms on the personal computer/tablet based world wide web (“Internet”) and Free IOS and Android Apps via wireless mobile device networks (“Mobile”).

To Develop an Intelligent Data Mining Engine:

To differentiate our services to both advertisers and users, we aim to create robust and dynamic data mining capabilities so as to provide targeted offers, targeted ‘Pal’ recommendations, targeted surveys and more – all the while enhancing our database intelligence and points of leverage in order to provide optimized return on investment for clients and advertisers.

Products & Services

MoPals’ software will be a multi-platform and will aim to integrate with all major social media sites, such as Facebook, Twitter, LinkedIn, Instagram, and Pinterest. Our product development approach is centered on building the most useful tools that enable users to connect, share, discover, and communicate with each other. Our products for users are free of charge and available on the Internet and Mobile platforms.

The MoPals’ proprietary software allows merchants to send customized and targeted brand promotions to our Mopals’ members, using the wealth of information that is being volunteered over social media sites.

Our products and services include:

● Promotional offers. We will be featuring promotional offers from our national and local merchants and distributing them by email to our MoPals’ members. ● Self-Service Deals. Our merchants can use our self-service platform to create and launch deals at their discretion on our site.

● Member-Generated Polls. Our members will be able to create and generate polls and send them to their friends.

● Member-Generated Surveys. Our members will be able to create surveys and send them to their friends.

● Our merchants will be able to create polls or surveys to be posted on the MoPals’ site. ● Our members can earn Miles for joining, liking a brand, purchasing a promotion, sharing their promotion and creating and responding to surveys.

Marketing Plan

User Acquisition and Retention

We will grow our member base through contests, email campaigns, co-sponsorships, as well as viral and WOM models: celebrity endorsements, targeting influencers, targeted geographic campaigns, referrals; among other strategies. We will use P/R firms to optimize our messaging.

Client Facing

We will be offering a consultative approach to our clients and advertisers. As such, we aim to become a social media agency of choice for brands that seek to elevate their social media and digital footprint in a targeted and effective manner. We will aim to offer the benefits of a pay-per-performance/conversion model to our clients and advertisers in addition to existing pay per click/impression deliverables offered by most competitors.

Corporate

Our Corporate Marketing initiatives will include fundraising, media relations/press releases and event management.

Sales Strategy

We will be building a national sales team who will be targeting brands from different industry sectors in across various geographic areas, including:

- the Service Sector; - Sport Franchises/Venues and Sporting Goods;

- Events & Entertainment (radio, television, theatres, plays, labels, etc); - Food & Restaurants;

- Retail; - Health & Beauty; and,

- Home Furnishing.

Our sales team will consist of inside and outside sales representatives who have experience with social media and a relationship with, and a strong understanding of, brands. The sales team will be independent sales agents compensated on a commission plus salary basis. They will be supported with a back office of brand researchers and planners to help develop marketing plans, campaigns to meet the individual brand needs and to ensure the business goals of all of our brands are addressed on an ongoing basis.

The MoPals’ sales team will work one on one with each brand/owner/manager to help build their user base using the MoPals’ model, which includes the following:

- helping brands increase their Facebook/Twitter user base; - develop a more targeted clientele for the brand;

- work as a match maker for the customer (users and brands), in order to get the greatest brand exposure to the most purchase-ready customer; - deliver great service to all brands and customers to increase the likelihood that these customers will become repeat customers.

Competition

We face significant competition in almost every aspect of our business, including from discount buy companies such as Groupon, Dealfind, Living Deal, Living Social, WagJag, and Buytopia. These sites offer a variety of services that may compete with and are similar to MoPals’ services and features.

We also face competition from loyalty programs, such as Air Miles, Aeroplan and from the many other loyalty programs of various brands, such as Starbucks and Sears.

Lastly, we compete with traditional media companies that provide coupons and discounts on products and services.

However, while we have some similarities, we feel our competitive advantage is providing our users with a combination of loyalty reward miles, promotional offers and surveys under one platform, along with and not limited to the following:

● Optimizing brand awareness while maintaining brand image; ● IQ for brand targeted campaigns;

● IQ for members;

● Peer-to-peer campaigns; ● Incentives for consumers remaining loyal with their purchase habits;

● Members and brands create insightful surveys/polls; ● Local presence and understanding of local business trends;

● Ability to deliver a high volume of relevant deals to consumers; and, ● Ability to generate positive return on investment for brands.

We believe we will compete favorably on the factors described above. However, we anticipate that large, more established companies may directly compete with us based on the fact they have longer operating histories and significantly greater financial, technical, and other resources than we do.

Metrics

Our operating metrics help us to understand and measure the engagement levels of our users, the size of our brand audience, our reach and the overall monetization of our users and brands.

At MoPals, we will be measuring our business in six ways:

● Number of registered members; ● Member retention by repeat engagement;

● Number of unique visitors to our website and the number of page views on our website; ● Merchant acquisition & promotional items posted and sold;

● Gross profit on promotional items sold; and, ● Miles earned by users.

We intend to generate revenue from “likes” on brands, percentage of the sale of the coupons/promotions being offered from brands, and the IQ service for the brands; however, we believe that our most important measurement is our gross profit on goods sold for our business because it is a reflection of the value of our service to our merchants. Gross profit is influenced by the mix of deals we offer to our customers. For example, gross profit can vary depending on the category of products or services offered and the size of the offer in a particular deal. Likewise, gross profit can be adversely impacted by offers that we make for the principal purpose of acquiring new subscribers or establishing our brand and building scale in a new market. Gross profit can be impacted due to the volume of the offers from the brand (more offers posted in a year could result in a change in margins).

Intellectual Property

We protect our core technology and intellectual property rights by relying on federal, state/provincial and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality agreements with our employees, contractors, and ~~with~~ third parties.

178

In addition to these contractual arrangements, we may also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property. We may pursue the registration of certain copyrights, trademarks, service marks and domain names in Canada and the United States and potentially in certain locations outside these areas.

~~Circumstances~~Regulatory Matters outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States or other countries in which we operate. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and ~~time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.~~Compliance

~~Additionally~~We are subject to a number of Canadian federal and provincial, as well as American federal and state laws and regulations affecting companies inconducting business on the internet,. ~~technology~~As we expand, we may be subject to similar laws and ~~social~~regulations ~~media~~in ~~industries~~jurisdictions outside of Canada and the United States. These laws are constantly evolving and being tested in courts and could be interpreted in a variety of ways that could harm our business. These laws and regulations may ~~own~~involve ~~large~~such ~~numbers~~areas as taxation, tariffs, privacy and protection of ~~patents~~personal data, ~~copyrights~~rights of publicity, ~~trademarks~~content, ~~and~~intellectual ~~trade~~property, ~~secrets~~distribution, ~~and~~electronic ~~may~~contracts ~~frequently~~and ~~threaten~~other communications, oron-line ~~enter~~sweepstakes ~~into~~and ~~litigation~~contests, ~~based~~competition, ~~allegations~~protection of ~~infringement~~minors, ~~misappropriation~~consumer orprotection, ~~other~~and ~~violations~~the provision of online ~~intellectual~~payment ~~property~~services, oramong other ~~rights~~areas.

~~Regulatory~~It is ~~Matters/Compliance~~not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce.

We are subject to a number of Canadian federal and provincial, as well as American federal and state laws and regulations affecting companies conducting business on the internet. As we expand, we may be subject to similar laws and regulations in jurisdictions outside of Canada and the United States. These laws are constantly evolving and being tested in courts and could be interpreted in a variety of ways that could harm our business. These laws and regulations may involve such areas as taxation, tariffs, privacy and protection of number data, rights of publicity, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, and the provision of online payment services, among other areas.

In the United States and internationally, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. We offer our users various types of sweepstakes, giveaways and promotion opportunities. We are subject to laws in a number of jurisdictions concerning the operation and offering of such activities, many of which are still evolving and could be interpreted in ways that could harm our business. Any court ruling or other governmental action that imposes liability on providers of online services for the activities of their users and other third parties could harm our business.

In addition, rising concern about the use of social networking technologies for illegal conduct, such as the unauthorized dissemination of national security information, money laundering or supporting terrorist activities may in the future produce legislation or other governmental action that could require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our service.

It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. In addition, it is possible that governments of one or more countries may seek to censor content available on our websites or may even attempt to completely block access to our websites. Accordingly, adverse legal or regulatory developments could substantially harm our business.

We are also subject to federal, state, provincial and foreign laws regarding privacy and protection of user data. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly-evolving industry in which we operate. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies, and foreign governments concerning data protection which could affect us. For example, a revision to the 1995 European Union Data Protection Directive is currently being considered by legislative bodies that may include more stringent operational requirements for data processors and significant penalties for non-compliance.

We post our Privacy Policy and Terms of Service online, in which we describe our practices concerning the use, transmission and disclosure of user data. Any failure by us to comply with our posted privacy policy or privacy related laws and regulations could result in proceedings against us by governmental authorities or others, which could harm our business. In addition, the interpretation of data protection laws, and their application to the Internet is unclear and in a state of flux. There is a risk that these laws may be interpreted and applied in conflicting ways from state to state, province to province, country to country, or region to region, and in a manner that is not consistent with our current data protection practices. Complying with these varying international requirements could cause us to incur additional costs and change our business practices. Further, any failure by us to adequately protect our players’ privacy and data could result in a loss of player confidence in our services and ultimately in a loss of players, which could adversely affect our business.

Offers and/or ~~Miles~~MoCoins™ may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed by, among other laws, the CARD Act and state and provincial laws governing gift cards, stored value cards and coupons. Many of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. If Offers and/or ~~Miles~~MoCoins™ are subject to the CARD Act, the value of the Offer and/or Miles must not expire before the later of (i) five years after the date on which the Offer and/or ~~Miles~~MoCoins™ were issued; and (ii) the Offer and/or ~~Miles~~MoCoins™’ expiration date (if any).

In addition, certain states and foreign jurisdictions have requirements for disclosure and product terms and conditions, including expiration dates and permissible fees that might apply to Mopals. Some states and foreign jurisdictions also include gift cards under their unclaimed and abandoned property laws which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping obligations. We do not remit any amounts relating to unredeemed Offers and/or Miles based upon our assessment of applicable laws. The analysis of the potential application of the unclaimed and abandoned property laws to Offers and/or Miles is complex, involving an analysis of constitutional and statutory provisions and factual issues, including our relationship with customers and merchants and our role as it relates to the issuance and delivery of an Offer and/or Miles.9

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~~Various~~Many states ~~laws~~have ~~and~~passed ~~regulations~~laws inrequiring ~~the~~notification ~~United~~to ~~States,~~subscribers ~~Canada,~~when ~~and~~there ~~abroad,~~is ~~such~~a assecurity ~~the~~breach ~~Bank~~of ~~Secrecy~~personal ~~Act,~~data. ~~the~~There ~~Dodd-Frank Act, the USA PATRIOT Act, and the Credit CARD Act impose certain anti-money laundering requirements on companies that~~ are ~~financial~~also a ~~institutions~~number orof ~~that~~legislative ~~provide~~proposals ~~financial~~pending ~~products~~before ~~and~~the ~~services~~U.S. ~~For these purposes~~Congress, ~~financial~~various ~~institutions~~state ~~are~~legislative ~~broadly~~bodies ~~defined~~and toforeign ~~include~~governments ~~money~~concerning data ~~services~~protection. ~~businesses~~In ~~such~~addition, asdata ~~money~~protection ~~transmitters,~~laws ~~check~~in ~~cashers~~Europe and ~~sellers~~other orjurisdictions ~~issuers~~outside ofthe ~~stored~~United ~~value.~~States ~~Examples~~may ofbe ~~anti-money~~more ~~laundering~~restrictive, and ~~requirements~~the ~~imposed~~interpretation ~~on financial institutions include customer identification~~ and ~~verification~~application ~~programs,~~of ~~record~~these ~~retention~~laws ~~policies~~are ~~and~~still ~~procedures~~uncertain and ~~transaction~~in ~~reporting~~flux. WeIt dois ~~not~~possible ~~believe~~ that ~~we are a financial institution subject to~~ these laws ~~and~~may ~~regulations~~be ~~based,~~interpreted and applied in ~~part,~~a onmanner ~~the~~that ~~characteristics~~is ofinconsistent ~~the~~with ~~offers~~our ~~and/or~~data ~~Miles~~practices. ~~and~~If ~~our~~so, ~~role~~in ~~with~~addition ~~respect~~ to the ~~distribution~~possibility of ~~the offers and/or Miles to customers. However~~fines, ~~the~~this ~~Financial~~could result ~~Crimes~~in ~~Enforcement~~an ~~Network,~~order arequiring ~~division~~that ofwe ~~the~~change ~~U.S.~~our ~~Treasury~~data ~~Department~~practices, ~~tasked~~which ~~with~~could ~~implementing~~have ~~the~~an ~~requirements~~adverse ofeffect ~~the~~on ~~Bank~~our ~~Secrecy~~business. ~~Act~~Furthermore, ~~recently proposed amendments to~~ the ~~scope~~Digital ~~and~~Millennium ~~requirements~~Copyright ~~for~~Act ~~parties~~has ~~involved~~provisions inthat ~~stored value or prepaid access~~limit, ~~including~~but ado ~~proposed~~not ~~expansion~~necessarily ofeliminate, ~~the~~our ~~definition~~liability offor ~~financial~~linking ~~institution~~ to third-party ~~include~~websites ~~sellers~~that orinclude ~~issuers~~materials ~~of prepaid access. In the event~~ that ~~this~~infringe ~~proposal~~copyrights isor ~~adopted~~other ~~as proposed~~rights, itso islong ~~possible~~as ~~that~~we ancomply ~~offer~~with ~~and/or~~ the ~~Miles~~statutory requirements ~~could~~of bethis ~~considered a financial product and that we could be a financial institution~~act.

19Various laws and regulations in the United States, Canada, and abroad, such as the Bank Secrecy Act, the Dodd-Frank Act, the USA PATRIOT Act, and the Credit CARD Act impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. For these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value. Examples of anti-money laundering requirements imposed on financial institutions include customer identification and verification programs, record retention policies and procedures and transaction reporting. We do not believe that we are a financial institution subject to these laws and regulations based, in part, on the characteristics of the offers and/or MoCoins™ and our role with respect to the distribution of the offers and/or MoCoins™ to customers. However, the Financial Crimes Enforcement Network, a division of the U.S. Treasury Department tasked with implementing the requirements of the Bank Secrecy Act, recently proposed amendments to the scope and requirements for parties involved in stored value or prepaid access, including a proposed expansion of the definition of financial institution to include sellers or issuers of prepaid access. In the event that this proposal is adopted as proposed, it is possible that an offer and/or the MoCoins™ could be considered a financial product and that we could be a financial institution.

Additionally, the Personal Information Protection and Electronic Documents Act [(“PIPEDA] ”) (Canada) requires organizations to take reasonable steps to safeguard the personal information in their custody or control from such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction. The first step in developing reasonable safeguards is to collect only the personal information that is needed for a particular purpose. If it is not needed, organizations should not collect it. But if they do, they need to take appropriate precautions.

Reasonable safeguards include several layers of security, including, but not limited to:

● risk management, ● security policies,

● human resources security, ● physical security,

● technical security, ● incident management, and ● business continuity planning.

In addition, because our services are accessible worldwide, certain foreign jurisdictions have claimed and others may claim that we are required to comply with their laws, including in jurisdictions where we have no local entity, employees, or infrastructure.

Accomplishments in 2014

The following summarizes our significant accomplishments in 2014:

	i.	In March 2014, the Company announced that it was recognized by the COLLOQUY editorial team in their "COLLOQUY Recognizes" program. The program honors companies, programs and initiatives that exemplify innovative advancements in loyalty marketing by publishing the chosen initiatives in a special feature called "COLLOQUY Recognizes" in each issue of COLLOQUY magazine, published in January, March, May, July, September and November.

	ii.	The Company was able to transition from beta test versions for both Android and iOS platforms in June 2014 and released versions 1.0, 1.1 and 1.2. The applications are available on the Android and iOS on-line application store.

	iii.	In 2014 the Company migrated its systems from MongoDB (NoSQL database) and PHP homemade framework to PostgreSQL database and Ruby on Rails. This change provides a more stable environment for development and increased scalability.

	iv.	In November, 2014, the Company announced that professional basketball player Toronto Raptors' Greivis Vásquez had joined the board of directors of the Company.

	v.	On or about December 17, 2014, the Company executed an agreement with it’s first large merchant partner, Easton’s Group of Hotels (“Easton’s”). Further details of this arrangement are provided below under Material Agreements.

Current Business Challenges

	i.	Management believes that the Company is largely reliant on large merchants to reach the mass consumer market place. The Company is finding that the sales cycle associating with implementing our loyalty platform with a prospective multinational merchant to be much longer than anticipated.

	ii.	Management believes that it will have difficulty attracting users to our on-line loyalty community without more merchants. Presently, all loyalty rewards are compensated directly from the company to its users. The Company has struggled to engage new users due to the slow process of acquiring merchants.

Material Agreements

AtThe ~~the~~following material ~~present~~agreements ~~time,~~have ~~there~~been ~~are~~entered nointo ~~material~~since ~~agreements~~execution toof ~~disclose.~~the Exchange Agreement in March 2013:

On December 19, 2013, the Company entered into a letter of intent with Relativity Sports, LLC (“Relativity”), a sports management company that provides professional athletes with services including contract negotiation, marketing, media relations, fan management, brand building, community involvement and personal services. The letter of intent provides a framework whereby Relativity would provide certain services to have its athletes endorse the Company. A definitive agreement with Relativity and endorsement agreements with select athletes will be negotiated over an exclusive period of up to sixty days. The letter of intent provides details of the proposed terms of the contemplated definitive agreement, stock compensation to be paid by the Company to Relativity upon closing of the contemplated definitive agreements and the terms of the contemplated endorsement agreements between the Company and each Relativity athlete. As of December 31, 2014, the Company has not entered into any definitive agreements related to the Relativity letter of intent.

	ii.	On October 9, 2014, Mopals.com, Inc. (the “Company” or “MoPals”), executed a private placement engagement agreement (the “Engagement Agreement”) with Amarok Financial, LCC (“Amarok”) and Cabrillo Broker, LLC (“Cabrillo," and together with Amarok, collectively, the “Advisor”), collectively, to undertake a private placement of common shares for gross proceeds of up to US $15 million (the "Offering"). The Offering will be made on a best-efforts, fully-marketed basis. Upon the first closing of any transaction, as defined in the Engagement Agreement, pursuant to the Offering, the Advisor will receive a fee (the “Transaction Fee”) equal to 7% of the aggregate amount of all equity and equity-linked securities placed or committed, with 5% to be paid in cash, and 2% to be paid in restricted stock to be valued at the Offering price offered to investors. No subscriptions have been received by the end of the reporting period as Amarok, Cabrillo and the Company prepare private placement documentation. Management expects the private placement to close in 2015.

	iii.	On or about December 17, 2014, the Company executed an agreement with it’s first large merchant partner, Easton’s Group of Hotels (“Easton’s”). The arrangement allows the Company to deliver to Easton’s it’s big data loyalty rewards platform and providing access for Mopals to Easton’s consumer customer base. Easton’s is the owner and operator of a portfolio of 14 hotels under the three largest hotel brands in the world. The agreement will offer the opportunity for Easton’s guests to earn rewards at various Easton's Group Hotels and redeem rewards at Easton’s as well as other MoPals merchant partners.

Employees & Independent Contractors

As of April 1615, ~~2013~~2015, we had ~~one~~fourteen (114) full-time employees and ~~nine~~two (92) independent contractors. ~~Neither~~ None of these employees are represented by collective bargaining agreements. The Company considers itits relations with its employees and independent contractors to be in good standing.

Key Personnel

The Company’s founder and Chief Executive Officer is Alex Haditaghi, an entrepreneur who has successfully lead several development stage companies into high revenue generating businesses. In 2008, Profit Magazine recognized Alex as being the leader of Canada’s fastest emerging growth company, since its inception in 2005. In 2009, he founded Pacific NA Financial Group of Companies, which later acquired Mortgage Architects Inc., a national mortgage brokerage, and Radius Financial Inc. (formerly myNext Mortgage Company), a national mortgage lender, in early 2010.

Hamid Ghofrani, Ph.D., M.Eng., MCS is the Chief Data Scientist at the Company. He earned his Ph.D. in the field of Applied Statistics from the University of California at Santa Barbara with an emphasis on statistical models for social networks. Prior to joining MoPals, Mr. Ghofrani worked for six years as a researcher and teaching assistant for the University of California at Santa Barbara and has consulted firms and individuals on a variety of applications. Hamid also holds a Masters’ degree in Electrical and Computer Engineering and has been a software engineer and consultant for the telecommunications industry. Hamid’s education and expertise is the foundation behind MoPals’ proprietary social media data mining engine.

Arsen Tumyanan, M.Sc., A.C. is a technical project manager and software engineer who specializes in internet web and mobile applications development. Arsen holds a master’s degree in computer science from the University of Toronto.

Andrew Leschinsky, Vice President of Technology,, Andrew has a Masters Degree in Computer Science from Donetsk State Technical University, Ukraine, 1993 – 1998. Andrew has been also responsible for running 3 Linux-based servers in Amazon EC2 cloud, serving a few client web, and 2 web projects with larger databases (tens of millions of records, massive computational background tasks, integration with Facebook and a credit card processing gateway). For the six years prior to joining the Company Andrew was employed as a Web Developer and IT Manager by ICM Consulting. Andrew’s technical experience and abstract thinking ensures that MoPals embarks on the correct technological path.

Alexander Shalymenov, Creative Director, Alexander graduated with a degree in Advertising Design from the Kazakh Leading Academy of Architecture and Civil Engineering at Kazakhstan. He also completed a diploma in Digital Media Design (honors) from the International Academy Design & Technology, and an e-commerce developer certificate from IT Academy in Toronto. Spending 7 years as the Lead Designer at Dealfind.com and Menupalace.com, Alexander brings the MoPals vision to life with his visual and design excellence.

Steven Conville, M.B.A., FCSI,, as the vice president of several investment brokerage firms, has overseen assets in excess of $100 million. With 20 years of financial services experience, he is a Certified Financial Planner with CFP, FCSI and CIM designations and is licensed to sell securities in Canada and the United States. Steven brings a wealth of knowledge to MoPals in the areas of business development, investment sales and structuring and financial management.

Properties

The Company’s corporate headquarters is located in Toronto, Ontario. A related party currently leases, via a sub-let, a space located at 294 Richmond Street East, Suite 200, Toronto, Ontario, M5A 1P5 and has made an arrangement to allow MoPals to occupy the space as our corporate offices for the duration of the lease. The sub-lease is for a term of one year and five months which commenced on October 1, 2012 and ends on February 27, 2014.

Corporate Information

~~Our~~The Company’s corporate headquarters is located at ~~294~~a ~~Richmond~~leased ~~Street~~office ~~East~~space located at 109 Atlantic Avenue, Suite ~~200~~308, Toronto, Ontario, ~~M5A~~CANADA, ~~1P5~~M6K 1X4. Our telephone number is (416) 362-4888. Our website is www.mopals.com.

Item 1A. Risk Factors

We are exempt from this reporting because we are a smaller reporting company.

Item 1B. Unresolved Staff Comments

We are exempt from this reporting because we are a smaller reporting company.

Item 2. Properties

The Company’s corporate headquarters is located inat ~~Toronto, Ontario. A related party currently leases, via~~ a ~~sub-let,~~leased aoffice space located at ~~294~~109 ~~Richmond~~Atlantic ~~Street East~~Avenue, Suite ~~200~~308, Toronto, Ontario, ~~M5A~~CANADA, ~~1P5~~M6K ~~and has made an arrangement to allow MoPals to occupy the space as our corporate offices for the duration of the lease~~1X4. The sub-lease is for a term of ~~one~~fifty ~~year~~(‘50’) ~~and five~~ months which commenced on ~~October~~March 1, ~~2012~~2013 and ends on ~~February~~April 2729, 2018. The lease payment obligations are approximately $14,000 per month in 2014 and 2015.

Prior to the Share Exchange, the Company’s corporate offices were located at 150 King Street West, Suite 2512, Toronto, Ontario, CANADA, M5H 1J9. These premises are rented on a cost allocation and month to month basis from a related party company. No costs were allocated to the Company after September 30, 2012 as the process to discontinue operations commenced in preparation for the Mortgage Brokerage Privatization.

The Company negotiated and executed a lease for its corporate office in Calgary, Alberta, Canada, and was party to a five (5) year lease which commenced May 1, 2007. The lease term for this premise ended on June 30, 2012 and was not renewed in preparation for the Mortgage Brokerage Privatization.

The Company negotiated and executed a lease for its corporate office in Glace Bay, Nova Scotia, Canada, and was party to a renewable lease which commenced November 1, 2009 and which term expired on March 31, 2012. The lease was not renewed as part of the Mortgage Brokerage Privatization.

Item 3. Legal Proceedings

Mortgage Brokerage Business Legal Proceedings

MortgageBrokers.com Financial Group of Companies Inc. v. Mortgage Brokers City Inc.

On April 5, 2010, the defendants counter claimed against a number of parties including FGOC in the Superior Court of Justice in Ontario, Canada. The counter claim asserted a number of claims in the amount of $550,000 arising out of commission holdbacks by the Company. The counter claim was settled following the plaintiffs paying out agent commissions of $223,734 and placing $373,244 with the Court pending a resolution to the plaintiff’s original claim.

Mortgage Brokers City has also challenged a MortgageBrokers.com Holdings, Inc. registered trademark in the Federal Court of Canada. The claim is based on the ground that the trademark is “not distinctive” as defined under the Trade-Marks Act and should not have been registered. This litigation was related to the afore mentioned Mortgage Brokers City Inc. litigation in that an aspect of the Company’s claim against Mortgage Brokers City is that they infringed upon the Company’s registered trademarks.

On August 24, 2012, a full and final settlement agreement was executed by all parties regarding the statement of claims, counter claims and trademark challenges and all outstanding and related matters.

MortgageBrokers.com Financial Group of Companies Inc. v. Ralph Canonaco et. al.

On March 5, 2010, FGOC commenced an action in the Ontario Superior Court of Justice in Ontario, Canada against Ralph Canonaco. The statement of claim filed by FGOC asserted the failed collection of a liquidated debt in the amount of $500,000 arising out of a brokerage agreement.

On September 9, 2010, Ralph Canonaco and various other parties commenced an action in the Ontario Superior Court of Justice in Ontario, Canada against FGOC and various other related parties. The statement of claim filed by Ralph Canonaco et. al. asserted fraud, fraudulent misrepresentation and conspiracy in the amount of $35,000,000, unjust enrichment in the amount of $950,000, breach of trust and misappropriation of trust funds in the amount of $50,000, and breach of contract in the amount of $50,000, arising out of a brokerage agreement and the associated services provided.

On December 21, 2011, FGOC filed a statement of defense and counterclaim FGOC countered for the following: (i) $500,000 in liquidated damages, plus 6% per annum interest; (ii) approximately $724,000 in damages owed pursuant to an agreement; and (iii) $2.5 million in interest and punitive damages. Company management will vigorously defend itself in this action and believes that the Company has no liability in this matter.

The plaintiffs and defendants by counterclaim have served a reply and defense to the counterclaim dated January 30, 2013.

This is an ongoing matter before the Court between the parties as at December 31, 2012.

HSBC Bank Canada v. MortgageBrokers.com Financial Group of Companies Inc. et. al.

On February 2, 2011, HSBC Bank Canada commenced an action in the Court of Queen’s Bench of Alberta, Canada against various entities, including FGOC et. al. The statement of claim filed asserted claims of breach of agreement, conspiracy and concealment and is claiming $651,000 plus costs and interest arising out of a real estate transaction and mortgage funding.

Company management will vigorously defend itself in this action and believes that the Company has no liability in this matter. The statement of claim specifically notes that the Company had a duty to supervise the mortgage agent and in fact did so supervise that mortgage agent.

On July 24, 2012, a Consent Dismissal Order was filed with the Court which subsequently dismissed the action against Mortgagebrokers.com Financial Group of Companies Inc.

Other Matters in the Normal Course of Business

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

Pursuant to the Exchange Agreement, Mortgagebrokers.com Canada, Inc., has provided the Company will full indemnification against all liabilities disclosed above.

MoPals Legal Proceedings

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4. Mine Safety Disclosures

Not applicable.

2312

PART II

Item 5. Market ~~for~~For Registrant’s Common Equity, Related Stockholder Matters ~~and~~And Issuer Purchases ofOf Equity Securities

Market Information

Our shares of common stock are approved for quotation on the OTC Bulletin Board under the symbol “~~MOMO~~PALS.”

On July 28, 2011, the Board and majority stockholders of the Company approved a resolution to effect a thirty for one reverse stock split to be effected September 19, 2011. The principle effect of the reverse split was that the number of shares of common stock issued and outstanding was reduced from 38,854,099 to 1,295,136 with some fractional shares paid out in cash.

Price Range of Common Stock

The following table represents the closing high and low bid information for our common stock during the last two fiscal years as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The market for our common stock is sporadic and our stock is thinly traded.

2012	High		Low
2014	High		Low
First Quarter	$	01.2501	$	0.2015
Second Quarter	$	0.2098	$	0.2041
Third Quarter	$	0.2095	$	0.2041
Fourth Quarter	$	0.4893	$	0.2035
2011	High		Low
First Quarter	$	0.03	$	0.02
Second Quarter	$	0.02	$	0.01
Third Quarter	$	0.03	$	0.02
Fourth Quarter	$	0.25	$	0.01

2013	High		Low
First Quarter	$	0.48	$	0.20
Second Quarter	$	0.90	$	0.20
Third Quarter	$	0.74	$	0.39
Fourth Quarter	$	0.60	$	0.40

Holders

As of April 1615, ~~2013~~2015, there were ~~114~~120 registered beneficial shareholders of record for our outstanding common stock.

Dividends

To date, we have paid no dividends on our shares of common stock and have no present intention of paying any dividends on our shares of common stock in the foreseeable future. The payment by us of dividends on the shares of common stock in the future, if any, rests solely within the discretion of our board of directors and will depend upon, among other things, our earnings, capital requirements and financial condition, as well as other factors deemed relevant by our board of directors. Although dividends are not limited currently by any agreements, it is anticipated that future agreements, if any, with institutional lenders or others may limit our ability to pay dividends on our shares of common stock.

2413

Securities Authorized for Issuance under Equity Compensation Plan

The following table summarizes those securities authorized for issuance in ~~2012~~2014 in accordance with an equity compensation plan including individual compensation arrangements:

Plan Category

~~Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants & Rights~~

~~Weighted~~Number ~~Average~~of ~~Exercise~~Securities ~~Price~~to be Issued upon Exercise of Outstanding Options, Warrants & Rights

~~Number of Securities remaining Available for Future Issuance under Equity Compensation Plans (excluding Securities reflected in Column (a))~~

Weighted Average Exercise Price of Outstanding Options, Warrants & Rights

Number of Securities remaining Available for Future Issuance under Equity Compensation Plans (excluding Securities reflected in Column (a))

~~(a)~~

(ba)

~~(c)~~

(b)

(c)

Equity Compensation Plans Approved by Security Holders

~~650~~3,050,000

0.36

Equity Compensation Plans not Approved by Security Holders

~~650,000~~0

On February 6, 2003 and as amended on February 14, 2003, the Company adopted the 2003 Equity Compensation Plan to attract and retain high quality personnel. The adequacy of this plan is evaluated annually by Company management. As of December 31, ~~2012~~2014, no2,800,000 options had been issued under this plan~~. The~~ ~~disclosures~~to ~~made in~~ the ~~2005~~Company’s ~~Audited~~board ~~Financial~~of ~~Statements~~directors ~~(10-KSB - Item 10. Executive Compensation)~~ and ~~the~~250,000 ~~`Amendment~~options to ~~License Agreement between RE/MAX and Mortgagebrokers.com Holding Inc.' dated May 25, 2006 (8-K - Schedule `A' 1. Outstanding Options) documenting~~ the ~~equity compensation of employees has not been implemented as of April 16, 2013~~landlord.

On March 1, 2005 the ~~Director~~Company ~~approved~~had adopted 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 common stock, options or warrants to acquire restricted stock of the Company. The total number of shares reserved for issuance under the Service Plan is 166,667, the adequacy of which is evaluated annually. On September 19, 2013, the Company issued 275,000 shares to 1014864 Ontario Limited pursuant to an advertising billboard signage lease agreement executed on September 18, 2013.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

~~None.~~The following exemptions were relied upon in the issuance of unregistered securities as referenced here-under over the period covered by this Annual Report:

~~Item~~On 6October 30, 2014, a director of the Company delivered $223,350 to purchase 1,000,000 common shares of the company issued at $0. ~~Selected~~25 ~~Financial~~per ~~Data~~share. As of December 31, 2014, these common shares had not been issued.

WeSection ~~are~~4(2) ~~exempt~~of ~~from~~the ~~reporting this item as a smaller reporting company.~~Securities Act

~~Item~~The 7Company issued restricted shares of its common stock. ~~Management’s~~ They ~~Discussion~~were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and ~~Analysis~~number of ~~Financial~~shares ~~Condition~~offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, this shareholder had the necessary investment intent as required by Section 4(2) since they agreed to and ~~Results~~received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of ~~Operations~~the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for these transactions.

~~The~~Item ~~following is management’s discussion and analysis of the consolidated financial condition and results of operations of MortgageBrokers~~6.~~com~~ ~~Holdings,~~Selected ~~Inc.~~Financial for the fiscal years ended December 31, 2012 and 2011. The results of the Mortgage Brokerage Business is reported as discontinued operations as a result of the imminent Mortgage Brokerage Privatization. The following information should be read in conjunction with the audited consolidated financial statements for the period ending December 31, 2012 and notes thereto appearing elsewhere in this Form 10K.Data

~~Discontinued~~We ~~Operations~~are exempt from reporting this item as a smaller reporting company.

As mentioned in the past three quarterly Form 10Qs and the 2011 Form 10K, management had been actively exploring restructuring options to reduce Company overhead expenses. Based upon the 2011 year-end financial results, the 2012 financial results of operations and:14

1Item 7. ~~current~~Management’s ~~economic~~Discussion ~~conditions~~ and ~~the~~Analysis ~~ongoing~~of ~~loss~~Financial ofCondition ~~cash~~and ~~from~~Results ~~operating~~of ~~activities;~~Operations.

25The following is management’s discussion and analysis of the consolidated financial condition and results of operations of MoPals.com, Inc. for the fiscal years ended December 31, 2014 and 2013. The following information should be read in conjunction with the audited consolidated financial statements for the period ending December 31, 2014 and notes thereto appearing elsewhere in this Form 10K.

2.On March 26, 2013, the ~~high~~Company ~~costs~~entered ~~associated~~into ~~with~~an ~~driving~~Agreement of Sale, pursuant to which the Company transferred to MortgageBrokers.com Canada Inc., a ~~high-service~~Canadian ~~value~~Corporation ~~proposition~~under inthe ancontrol ~~eroding~~of ~~margin~~the ~~brokerage~~Company ~~marketplace~~Principal Shareholder, all of the Company’s equity interest in the Company’s former Mortgage Brokerage Business and MortgageBrokers.com Canada; Inc. agreed to assume any and all liabilities associated with the Company’s former Mortgage Broker Business, including, but not limited to all commitments, liabilities and contingent liabilities, effective immediately prior to closing of the Share Exchange. Pursuant to the Agreement of Sale, the Company Principal Shareholder forfeited all rights to any monies owed to the Company Principal Shareholder by the Company associated with a shareholder loan of approximately $25,000.

3.Also on ~~current~~March ~~equity~~26, ~~market~~2013, ~~conditions~~the ~~not~~Company ~~being~~entered ~~favorable~~into ~~for~~the aExchange ~~publicly~~Agreement ~~traded~~by ~~mortgage~~and ~~brokerage~~among ~~operation~~(i) ~~limiting~~the Company, (ii) MoPals (Nevada); (iii) the Company ~~liquidity~~Principal ofShareholder ~~our~~and ~~stock~~(iv) and the MoPals Nevada Shareholders. Pursuant to the terms of the Exchange Agreement, the Company ~~capitalization;~~acquired 100% of the issued and outstanding equity securities of MoPals (Nevada) in exchange for the issuance of 50,000,000 shares of the Company’s Common Stock.

4.On March ~~the~~26, ~~increasingly~~2013, ~~high~~articles ~~costs~~of ~~associated~~amendments were filed with ~~administering~~the aState ~~publicly~~of ~~traded~~Delaware ~~company~~changing the name of our Company to MoPals.com, Inc. pursuant to the Spin Out and Cancellation and subsequent execution of the Exchange Agreement.

~~our~~In March ~~Director~~2014, ~~has~~the ~~decided~~Company toannounced ~~privatize~~that ~~the~~it ~~Canadian~~received ~~operations (~~the ~~“Mortgage~~first ~~Brokerage~~"COLLOQUY ~~Business”)~~Recognizes" ~~through~~award, a ~~sale~~new toprogram athat ~~private~~honors companies, ~~company~~programs ~~under~~and ~~common~~initiatives ~~control~~that ~~(“Mortgage~~exemplify ~~Brokerage~~the ~~Privatization”). In~~most aninnovative ~~effort~~advancements toand ~~reduce~~forward-thinking ~~overhead~~strategies ~~costs,~~in ~~and~~loyalty marketing. inIn ~~exchange~~addition ~~for~~to the ~~provision~~Company ofmany ~~ongoing~~other ~~working~~multinational ~~capital~~corporations ~~deficit~~were ~~funding,~~recognized inby ~~late~~the ~~2010~~awards including, ~~all~~Tesco, ~~human~~Starbucks and ~~resources~~Bloomingdales. ~~for~~The ~~the~~ Company ~~were~~was ~~consolidated~~celebrated ~~into~~by aCOLLOQUY ~~related~~as, ~~party~~'Loyalty ~~company~~Program ~~who~~to ~~provided~~Watch,' ~~back~~bridging ~~office~~the ~~corporate~~gap ~~services~~between totraditional reward ~~the~~incentives ~~Company~~and onthe asocial ~~cost~~media ~~allocation basis~~landscape. ~~Over~~ ~~2012,~~It indistinguished anthat ~~effort~~the toprogram ~~further~~met ~~reduce~~the ~~overhead~~demands ~~expenses~~of ~~and in preparation for~~ the ~~inevitable~~Company’s ~~Mortgage~~target market, ~~Brokerage~~Generation ~~Privatization~~Y, ~~all~~by ~~brokerage~~taking ~~services~~a ~~including~~modern ~~mortgage~~approach ~~brokerage~~to ~~licensure~~loyalty, ~~branding,~~resulting ~~mortgage~~in ~~agent~~a ~~back~~unique ~~office~~program ~~operations,~~that ~~training~~recognizes and ~~technology~~appreciates ~~platforms~~customer loyalty ~~were~~by ~~transitioned~~investing ~~to the same related party company~~ in ~~the~~its ~~latter half of 2012~~members.

~~Management~~In 2014 ~~will~~we ~~make~~migrated ~~its~~our ~~best~~systems ~~efforts~~from MongoDB (NoSQL database) and PHP homemade framework to ~~complete~~PostgreSQL database and Ruby on Rails. This change provides a more stable environment for development and increased scalability. The decision to move from MongoDB to PostgreSQL was motivated by a need for the ~~Mortgage~~consistency ~~Brokerage~~in ~~Privatization~~data, ~~within~~integrity in data, capability to normalize the ~~first~~data ~~half~~and ease of ~~2013~~data control. The Company found that it would be easier to achieve this with PostgreSQL. The decision to move from PHP homemade framework to Ruby on Rails was based on a need for faster development speed (quick to market), framework ~~however~~consistency, ~~there~~stability isand nopassionate ~~timetable~~community ~~for~~support. ~~its~~It ~~finalization~~also provided a better opportunity to find skilled developers who are familiar with Ruby development.

AsOn October ~~part~~9, of2014, the ~~contemplated~~Company ~~Mortgage~~entered ~~Brokerage~~into ~~Privatization~~an agreement with California-based Amarok Financial, LCC ("Amarok") and Cabrillo Broker, LLC ("Cabrillo"), collectively, to undertake a private placement of common shares for gross proceeds of up to US $15 million (the "Offering"). The Offering was made on best-efforts, fully-marketed basis. Proceeds from the proposed Offering will be used to fund the Company user and member acquisition, business expansion and signups, continued development of the ~~following~~technology ~~occurred:~~platform, potential acquisition financing and general corporate working capital needs. This private placement has not yet been completed.

1.In 2014, the ~~Company’s~~company ~~subsidiaries~~entered ~~have~~into ~~not~~an ~~renewed~~agreement ~~their~~with ~~provincial~~Easton's ~~mortgage~~Group ~~brokerage~~of ~~licensure~~Hotels, inInc. ~~the~~("Easton's ~~various~~Group"). Easton's ~~jurisdictions~~Group owns ~~where~~and ~~they~~operates ~~operate.~~a Asprominent atportfolio ~~December~~of 31hotels, ~~2012~~representing 3000 rooms, 14 restaurants and 14 conference facility areas, under the ~~Company~~three largest hotel brands in the world. Easton’s ~~subsidiaries~~Founder ~~had~~and noowner ~~active~~is ~~licenses~~also ~~empowering~~a ~~them~~board member and an investor in MoPals. This partnership is expected to ~~operate~~serve as a ~~mortgage~~potential ~~brokerage;~~revenue stream for the Company with the ability to reach millions of customers and visitors of Easton's Group Hotels.

2Mopals.com, Inc. ~~select~~is ~~individual~~a ~~mortgage~~development ~~agents~~stage ~~were~~internet ~~offered~~and ~~the~~mobile ~~opportunity~~brand toloyalty ~~operate~~social ~~under~~media ~~the licensure of a related party~~ company;.

~~3. In late 2012, all human resources for the Company were consolidated into a related party company that provided back office corporate services to the Company on a cost allocation basis. As~~ Results of ~~December~~Operations ~~31, 2012, there were two part time employees.~~

~~The~~Our Company ~~primary~~had ~~activity~~the ~~that~~following ~~currently~~comparative ~~takes~~results ~~place~~from inoperations ~~our~~for ~~Company~~the infiscal ~~the~~years ~~latter~~ended ~~half~~December of31, ~~2012~~2014 ~~relates~~and to2013:

1. ~~activities~~No ~~related~~reported togross ~~the~~revenue ~~contemplated~~in ~~Mortgage~~2014 ~~Brokerage~~or ~~Privatization;~~2013.

2. ~~activities~~Operating ~~related~~expenses toin ~~the~~2014 ~~administration~~were of$2,293,734 ~~the~~as ~~publicly~~compared ~~reporting~~with ~~entity~~$1,691,195 in 2013; and,

3. ~~administration~~Loss from operations of ~~the~~$2,058,120 ~~business~~in ~~including~~2014 ~~management~~as compared to a loss of ~~trades~~$1,638,148 ~~payables~~in 2013.

~~Subsequent~~Revenue Trend ~~Event Note~~Analysis

OnOur development ~~March~~stage ~~26, 2013, the~~ Company ~~entered~~ ~~into~~had ~~the~~no ~~Exchange~~revenue ~~Agreement~~reported by and among (i) the Company, (ii) MoPals (Nevada); (iii) the Company Principal Shareholder and (iv) and the MoPals Nevada Shareholders. Pursuant to the terms of the Exchange Agreement, the Company acquired 100% of the issued and outstanding equity securities of MoPals (Nevada) in ~~exchange~~2014 ~~for~~or ~~the issuance of 50,000,000 shares of the Company’s Common Stock~~2013.

~~Immediately~~Expense Trend prior to and concurrent with execution of the Share Exchange, the Company entered into the Agreement of Sale pursuant to which the Company transferred to MortgageBrokers.com Canada Inc., a related party private Canada corporation controlled by Alex Haditaghi, all of the Company’s equity interest in the Company’s mortgage brokerage business and MortgageBrokers.com Canada Inc. agreed to assume any and all liabilities associated with the Company’s mortgage brokers business, including, but not limited to the commitments, liabilities and contingent liabilities, effective immediately prior to closing of the Share Exchange. Pursuant to the Agreement of Sale, the Companys Principal Shareholder forfeited all rights to any monies owed to the Company Principal Shareholder by the Company associated with a shareholder loan of approximately $25,000 (the “Spin Out and Cancellation”).Analysis

26It is too early in the operation of our Company to identify any significant expense trends other than our expenses have grown 35.6% in our second full year of operation in 2014 at $2,293,734 as compared to our first year of operations in 2013 at $1,691,195. The expense growth is related to the continued development of our Company as we bring our service to market. The two year trends are as follows:

On● ~~March~~our ~~26,~~cost ~~2013, articles~~ of ~~amendments~~labour ~~were~~associated ~~filed~~ with ~~the~~employees ~~State~~and ofconsultants ~~Delaware~~rose ~~changing~~64.8% ~~the name of our Company~~ to ~~MoPals.com~~1,355,922 ~~Inc.~~in ~~pursuant~~2014 tofrom ~~the~~$822,929 ~~Spin~~in ~~Out~~2013 ~~and~~as ~~Cancellation~~we ~~and~~built ~~subsequent~~our ~~execution of the Exchange Agreement.~~organization;

~~Mopals.com, Inc. is a development stage internet and mobile brand loyalty social media company.~~15

~~Results~~● ofour ~~Operations~~general and administrative expenses decreased 34.5% to $367,613 in 2014 from $561,024 in 2013 as we focused on operational expenditure reduction;

~~The~~● ~~continuing~~our ~~operations,~~occupancy ~~had~~costs ~~the~~increased ~~following~~35.7% ~~comparative~~to ~~results~~$141,022 in 2014 from ~~operations:~~$103,930 in 2013. The change in occupancy costs is associated with a change in office locations to a larger office space to accommodate our growing business;

1)● Noshare-based ~~reported~~compensation ~~gross~~increased ~~revenue~~121.4% to $418,827 in ~~2012~~2014 orfrom ~~2011~~$189,197 in 2013. This was associated with share-based compensation paid annually to a growing board of directors;

2)Since inception, ~~Operating~~the ~~expenses~~Company ~~were~~has ~~consistent~~incurred intotal ~~2012~~operating atexpenses ~~$179,329~~of ~~as compared with~~ $~~188~~4,~~065 in 2011; and~~148,166.

~~3) Loss from operations of $179,329 in 2012 as compared to a loss of $188,065 in 2011.~~Liquidity

~~Loss~~At December ~~from~~31, ~~discontinued~~2014, ~~operations~~we had $143,482 ~~the~~in ~~Mortgage~~cash ~~Brokerage~~and ~~Business~~$243,964 ~~was~~in prepaid expenses and other assets for a total of $~~508~~387,~~477~~446 in ~~2012~~current assets. asComparatively, ~~compared~~at toDecember a31, ~~net~~2013, ~~loss~~we ofhad $1437,~~376~~650 in cash and $155,~~943~~830 in ~~2011~~prepaid expenses for a total of $593,480 in current assets.

~~The~~At December ~~overall~~31, ~~net~~2014, ~~loss~~we ~~which~~had ~~includes~~$255,078 ~~continuing~~in ~~operations~~accounts payable and ~~discontinued~~accrued ~~operations~~liabilities, ~~was~~$500,139 in employee tax deductions payable, $~~687~~1,~~806~~855 in asaccrued ~~compared~~MoCoins™ toliability, a$14,924 ~~net~~in ~~loss~~accrued stock-based compensation and $1,125,671 in loans from shareholders for a total of $1,~~565~~897,~~008~~667 in ~~2011~~liabilities. Comparatively as of December 31, 2013, we had $68,589 in accounts payable and accrued liabilities, $112,540 employee tax deductions payable, $148 in accrued MoCoins™ liability, $14,924 in accrued stock-based compensation and $652,633 in loans from shareholders for a total of $848,834 in liabilities.

~~Unusual~~Management makes orthe ~~Infrequent~~following ~~Events~~comments ~~that~~regarding ~~affect~~the ~~Reported~~most ~~Income~~significant factors affecting Company liquidity and their measured trends over the reporting period as compared to 2013:

	a)	The Company financial results include results of the discontinued operations, as our director has decided to execute the Mortgage Brokerage Privatization, selling the Canadian operations, the Mortgage Brokerage Business, to a related party private corporation.
	b)	The decrease in net loss in 2012 over 2011 is a direct result of the cost saving measures that the Company made by outsourcing operations to a related third party in preparation for the Mortgage Brokerage Privatization.

Cash and cash equivalents associated with continuing operations has decreased 67.2% to $143,482 in 2014 from $437,650 in 2013. This is a result of ongoing and growing operations with no revenue and limited investment capital.

~~Revenue~~b) ~~Trend~~The ~~Analysis~~Company has a Canadian harmonized sales tax refund accrual of $121,662 as a receivable owing to them from the Canadian federal government.

~~Our~~c) ~~continuing~~Accounts ~~operations~~payable ~~have~~and noaccrued ~~reported~~liabilities ~~gross~~grew ~~revenue~~272% to $255,078 in ~~2012~~2014 oras ~~2011~~compared to $68,589 in 2013. This is associated primarily with increase in board of director fee accruals of approximately $198,000 and minor amounts associated with trades payable and insurance premium accruals.

~~Within~~d) ~~the~~Employee ~~discontinued~~tax ~~operations,~~deductions ~~gross~~payable ~~revenue~~grew ~~in 2012 decreased by 73~~344% to $3500,~~638,185~~139 ~~as compared to 2011. Management believes the negative revenue growth experienced between 2012 over 2011 was directly related to a reduction~~ in ~~the~~2014 ~~number of company mortgage agents; an overall mortgage origination malaise due to uncertain economic pressures; and, a general lack of recruitment of quality mortgage brokers during recessionary times~~ as ~~agents~~compared ~~do not want~~ to ~~undergo a brand change and possibly affect their mortgage origination further during a market down turn~~$112,540 ~~especially~~in ~~towards~~2013. aThe ~~company~~Company ~~whose ability to continue as a going concern~~ is ~~uncertain. As discussed~~ in ~~more~~arrears ~~detail~~on ~~in Item 1 within this Form 10-K, our sales management team experienced a decrease in~~ the ~~number~~tax ofwithholdings ~~our~~related ~~mortgage agents by 26% in 2011 as compared~~ to ~~2010~~employee ~~which~~source ~~would~~deductions ~~have~~on ~~had~~salaries adue ~~direct negative impact~~ to ~~top-line~~Canada ~~revenue~~Revenue ~~numbers~~Agency.

27e) Stock-based compensation accruals fluctuate year to year. The accrual is valued based on stock prices at the end of the period, grant prices and vesting terms for which the Company has no direct influence. Thus, it is difficult to analyze related trends. The Company anticipates that it will continue to negotiate stock-based compensation arrangements to maximize working capital resources.

~~The following summarizes the factors that affect our revenue and their associated trends in our discontinued operations:~~Capital Resources

~~1) Revenue from the~~ Our Company’s ~~Mortgage~~had ~~Brokerage~~no ~~Business~~reported ~~can~~gross berevenue ~~divided into three streams: broker fees charged predominately to private lender customers or commercial lender customers where-~~in ~~the lender does not pay an origination commission fee; origination commission fees paid by most lenders and trust institutions~~2014, ~~and~~2013 ~~creditor~~or ~~life~~since ~~insurance commissions paid by the insurance carrier~~inception. ~~The Table below summarizes revenue for the last four fiscal periods by revenue stream:~~

~~Revenue~~The Company ~~Organized~~decreased byits ~~Revenue~~total ~~Stream~~cash (and cash equivalent position at the end of 2014 to $143,482 ~~CAD)~~from $437,650 the previous year as a direct result of a net cash flow out of the Company from operating activities during the reporting period of $1,104,614, a net cash flow into the Company of $722,863 as a result of financing activities during the reporting period and $1,387 of cash used in investing activities. As at December 31, 2014, with no means to generate revenue and until such time as our operating expenses are augmented with revenue, the Company relies upon loans from shareholders and the purchase and sale of common stock via investor subscription agreements to fund our development stage operations. There is no guarantee that there will be a market for the Company’s common stock, an ability to raise investment capital, or an ability to procure shareholder loans in the future to fund our future operations.

	YE 2010				YE 2011				YE 2012
	Revenue		Fee ($) / Volume ($) (bps)		Revenue		Fee ($) / Volume ($) (bps)		Revenue		Fee ($) / Volume ($) (bps)
Broker Fee Revenue	$	1,249,929		8.48	$	947,344		7.38	$	4,903		0.11
Origination Commission Revenue	$	12,902,178		87.57	$	12,419,134		96.75	$	3,597,178		80.06
Insurance Revenue	$	134,993		0.92	$	131,917		1.03	$	36,104		0.80
Total Revenue	$	14,287,100		96.97	$	13,498,395		105.16	$	3,638,185		80.97
Funded Origination Volume	$	1,473,397,412			$	1,283,568,143			$	449,310,757

Off-Balance Sheet Arrangements

~~a) Approximately 99% of the Company’s revenue in 2012 came from origination commission fees~~None.

~~b) Origination commission revenue, on a commission fee per origination volume basis has been fairly consistent over the past three years.~~Inflation

c)We do ~~Broker~~not ~~Fee~~believe ~~revenue~~that ~~decreased~~inflation byhas ~~71%~~had ~~from~~a ~~2011~~material toeffect ~~2012.~~on ~~Management~~our ~~attributes~~Company’s ~~this~~results ~~to general market volatility; the lack~~ of ~~large real estate financings (and associated broker fees) that have taken place during the economic down turn; and, a decrease in our agent count~~operations.

d) We currently earn additional commission revenue through the referral and placement of creditor insurance with Benesure Canada Inc. (now wholly owned by Manulife Canada). The Company earns revenue in the form of an upfront fee as well as an on-going trailer fee. In 2012, the Company earned 73% less commission fees over the respective year’s funded volume as less consumers purchased insurance during uncertain economic conditions.16

2)Significant Accounting InPolicies ~~2012, approximately 53% of the Company’s Mortgage Brokerage Business revenue came from multi-product depository banks~~ and ~~trust~~New institutions. 44% of the Company’s revenue came from monoline lenders who have a single product offering and sell exclusively through the mortgage broker sales channel. 3% of our revenue comes from broker fees associated with private lenders. Generally, revenue from depository banks has declined by 19% between 2010 and 2012. Revenue from monoline lenders has increased by 21% between 2010 and 2012. Our contracted mortgage brokers are required to find the best terms for a customer that meet the customer’s needs. The Company has no control over directing associated deal flow. In general, the Company earns its highest fees from private lenders.Pronouncements

~~Revenue~~The following ~~Organized~~is bythe ~~ender~~most ~~Category~~significant ($accounting ~~CAD)~~policy that has a substantive impact on the underlying discussions and analysis:

		F2010		F2011		F2012
LENDER CATEGORY
DEPOSITORY BANKS & TRUSTS (22*)	$	10,195,053	$	8,353,089	$	1,911,255
MONOLINE LENDERS (12*)	$	3,337,776	$	4,472,823	$	1,608,573
PRIVATE LENDERS (26*)	$	754,271	$	672,483	$	118,357
TOTALS:	$	14,287,100	$	13,498,395	$	3,638,185

Stock-based Compensation

28The Company maintains a stock-based compensation plan under which incentive stock options to buy common stock may be granted to directors, officers and employees. Pursuant to ASC 718, the Company recognizes expense for its stock-based compensation based on the fair value of the awards that are granted. The fair values of stock options are estimated at the date of the grant using the Black-Scholes option pricing model, that require the input of highly subjective assumptions. Measured compensation cost is recognized ratably over the vesting period of the related stock-based compensation award. The amount recognized as expense is adjusted to reflect the number of stock options expected to vest. When exercised, stock options are settled through the issuance of common stock and are therefore treated as equity awards. The expected volatility of our commons stock is estimated based on the historical performance of the stock.

~~3) The Company’s Mortgage Brokerage Business operates two sales channels for originating mortgages~~Item 7A. ~~Approximately~~Quantitative 99.2% of our mortgage origination volume in 2012 is sourced directly through our mortgage broker sales channel. Approximately 0.8% of our mortgage origination volume in 2012 was sourced through our real estate sales channel wherein the Company established regional referral contracts with strategic alliance partners RE/MAX in Eastern Canada and ~~Maxwell~~Qualitative inDisclosures ~~Western~~About ~~Canada~~Market (as further described in Item 1 of this Form 10-K). In general, the Company, as well as its agents, in aggregate, earn up to 30 basis points less when deal flow is sourced through a strategic alliance partner via the real estate sales channel. The long term intended trade-off was that the Company expected to source significant mortgage origination volume through the real estate channel, although this has proven not be the case. The Table below summarizes mortgage origination by sales channel over the past three years:Risk

~~Mortgage~~We are ~~Brokerage~~exempt ~~Business~~from ~~Origination~~reporting ~~Summarized~~this byitem ~~Sales~~as ~~Channel~~a ($smaller ~~CAD)~~reporting company.

CHANNEL	YE 2010		YE 2011		YE 2012
Mortgage Broker Sales Channel	$	1,471,138,076	$	1,273,737,399	$	445,647,444
Real Estate Sales Channel	$	2,259,336	$	9,830,744	$	3,663,313
GRAND TOTAL	$	1,473,397,412	$	1,283,568,143	$	449,310,757

Item 8. Financial Statements and Supplementary Data

4) The financial ~~Table~~statements ~~below~~of ~~summarizes~~the ~~mortgage~~Company ~~origination~~appear byat ~~sales territory across Canada over~~ the ~~past~~end ~~three years~~ of ~~the~~this ~~Company’s~~report ~~Mortgage~~beginning ~~Brokerage~~with ~~Business~~the ~~and~~Index weto ~~provide~~Financial ~~the~~Statements ~~following~~on ~~comments:~~page F-1.

TERRITORY	YE 2010		YE 2011		YE 2012
Ontario	$	1,135,930,199	$	931,369,094	$	285,470,727
Alberta	$	257,893,685	$	277,414,019	$	135,897,483
Atlantic Canada	$	79,573,528	$	74,785,029	$	27,942,546
GRAND TOTAL	$	1,473,397,412	$	1,283,568,142	$	449,310,756

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

a) 64% of our volume in 2012 was originated from the Province of Ontario, 30% of our volume in 2012 was originated from the Province of Alberta and 6% of our volume in 2012 was originated from Atlantic Canada;None.

b)Item 9A. ~~Commission~~Controls ~~fees (as described in section 1 heretofore) do not vary by geographical region as our lenders are typically federally chartered~~ and ~~offer the same service in each territory;~~Procedures

~~c) There is no difference in per unit revenue on a basis point basis for origination from one sales territory to another, although the size~~ Evaluation of ~~mortgages,~~Disclosure inControls ~~general, are greater in Alberta~~ and ~~Ontario than Atlantic Canada;~~Procedures

d)As of ~~The~~the end of the period covered by this report, the Company’s ~~has~~principal ~~experienced~~executive ~~negative~~officer ~~growth~~and inprincipal ~~mortgage~~financial ~~origination~~officer evaluated inthe ~~Ontario~~effectiveness ~~which~~of ~~declined~~the byCompany’s ~~approximately~~disclosure ~~69%~~controls and procedures (as defined in ~~2012~~Rules ~~over~~13a-15(e) ~~2011~~and 15d -15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). ~~Mortgage~~Based ~~origination~~on intheir ~~Alberta~~evaluation ~~decreased~~of the Company’s disclosure controls and procedures, the Company’s principal executive officer and principal financial officer, with the participation of the Company’s management, have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2014, to ensure that information required to be disclosed by ~~51%~~the Company in ~~2012~~the ~~over~~reports ~~2011~~that we ~~levels.~~file ~~Mortgage~~or ~~origination~~submit under the Exchange Act is(a) recorded, processed, summarized and reported within the time periods specified in ~~Atlantic~~the ~~Canada~~SEC’s ~~has~~rules ~~been~~and ~~flat~~forms ~~between~~and ~~2011~~(b) accumulated and ~~2012~~communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

~~Expense~~Specifically, our ~~Trend~~management ~~Analysis~~identified certain matters involving internal control and our operations that it considered to be material weaknesses. As defined in the Exchange Act, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified by our management as of December 31, 2014, is described below:

~~Our~~● ~~continuing~~We ~~operation’s~~did ~~total~~not ~~operating~~maintain ~~expenses~~sufficient ~~have~~personnel ~~been~~with ~~flat~~an inappropriate ~~2012~~level atof ~~$179~~technical accounting knowledge,~~329~~ asexperience ~~compared~~and totraining ~~$188,065~~in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements. This control deficiency is pervasive in ~~2011~~nature. Further, there is a reasonable possibility that material misstatements of the financial statements including disclosures will not be prevented or detected on a timely basis as a result.

Within our discontinued operations, the Company’s Mortgage Brokerage Business operating expenses decreased by 63% in 2012 over 2011. The primary components that comprised the Company’s discontinued operations operating expenses are agent commissions, salaries and benefits, general and administrative expenses, occupancy costs and stock-based compensation. Decreases in operating expenses associated with discontinued operations are As a ~~direct~~ result of ~~outsourcing~~the ~~various~~material ~~aspects~~weakness ofidentified ~~the~~above, ~~Mortgage~~our ~~Brokerage~~internal ~~Business~~control toover afinancial ~~related~~reporting ~~third~~was ~~party~~not ineffective ~~preparation~~as of ~~the~~December 31, ~~imminent Mortgage Brokerage Privatization~~2014.

~~Liquidity~~Management’s Annual Report on Internal Controls Over Financial Reporting

AtOur management ~~December~~is ~~31,~~responsible ~~2012,~~for weestablishing ~~had~~and $6maintaining adequate internal control over financial reporting,~~078~~ as such term is defined in ~~cash,~~Exchange ~~$28~~Act Rules 13a-15(f) and 15(d)-15(f). Under the supervision and with the participation of our management,~~509~~ inincluding our ~~prepaid~~principal ~~expenses~~executive officer and ~~$295~~principal financial officer,~~190~~ inwe ~~assets~~conducted ~~held~~an ~~for~~evaluation ~~sale~~of ~~associated~~the ~~with~~effectiveness of our ~~discontinued~~internal control ~~operations~~over ~~for~~financial areporting ~~total~~as of ~~$329~~December 31,~~777~~ 2014 based on the framework in ~~assets~~Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. ~~Comparatively~~ Based on that evaluation, atour management concluded that our internal control over financial reporting was not effective as of December 31, ~~2011,~~2014 webased ~~had~~on ~~$6,078~~the indeficiency ~~cash,~~identified above. ~~$3,381~~Through inthe ~~prepaid~~use ~~expenses~~of ~~and~~external ~~$989,995~~consultants inand ~~assets~~the ~~held~~review ~~for~~process, ~~sale~~management ~~associated~~believes ~~with~~that ~~our~~the ~~discontinued~~financial ~~operations~~statements ~~for~~and aother information ~~total~~presented ofherewith ~~$999,454~~are inmaterially ~~assets~~correct.

AtThis Annual ~~December~~Report ~~31,~~does ~~2012,~~not weinclude ~~had~~an ~~$56,646~~attestation inreport ~~accounts~~of ~~payable~~the ~~and~~Company’s ~~accrued~~registered ~~liabilities,~~public ~~$14,924~~accounting infirm ~~accrued~~regarding ~~stock-based~~internal control ~~compensation~~over ~~and~~financial ~~$3,675,923~~reporting. inManagement's ~~liabilities~~report ~~held~~was ~~for~~not ~~sale~~subject ~~associated~~to ~~with~~attestation ~~our~~by ~~discontinued operations for a total of $3,747,493 in liabilities. Comparatively as of December 31, 2011,~~ the Company's ~~had~~registered ~~$52,906~~public inaccounting firm ~~accounts~~as ~~payable~~we ~~and~~are ~~accrued~~a ~~liabilities,~~smaller ~~$17,980~~reporting incompany ~~accrued stock-based compensation~~ and ~~$3,568,625~~not inrequired ~~liabilities~~to ~~held~~provide ~~for~~the ~~sale associated with our discontinued operations for a total of $3,639,571 in liabilities~~report.

29Changes in Internal Control Over Financial Reporting

~~Management~~There have ~~makes~~been no changes in the ~~following~~Company’s ~~comments~~internal ~~regarding~~controls ~~the~~over ~~most~~financial ~~significant~~reporting during our fourth quarter ended December 31, 2014, or in other factors ~~affecting~~that ~~Company~~could ~~liquidity~~significantly ~~and~~affect ~~their~~these ~~measured~~controls, ~~trends~~that ~~over~~materially affected, or are reasonably likely to materially affect, the ~~reporting~~Company’s ~~period~~internal ascontrols ~~compared~~over tofinancial ~~2011:~~reporting.

a) Cash and cash equivalents associated with continuing operations were flat at $6,078 in 2011 and 2012. This is associated with an unused investment and trading account of the Company. b) Accounts payable and accrued liabilities were consistent year over year. c) Liabilities held for sale associated with discontinuing operations increased by 3% to $3,675,923 in 2012 over 2011 associated primarily with increased financing from a related party company to fund working capital deficits in the Mortgage Brokerage Business, offset by a decrease in employee tax deductions payable and a decrease in accounts payable and accrued liabilities.17

~~d) Stock-based compensation accruals fluctuate year to year~~Item 9B. ~~The~~Other accrual is valued based on stock prices at the end of the period, grant prices and vesting terms for which the Company has no direct influence. Thus, it is difficult to analyze related trends. The Company anticipates that it will continue to negotiate stock-based compensation arrangements to maximize working capital resources.Information

~~Capital Resources~~None.

~~Our continuing operations, after removing the revenue and expenses of the Mortgage Brokerage Business, had no reported gross revenue in 2012 or 2011.~~PART III

~~Our discontinuing operations, the Mortgage Broker Business, had total revenue for the year ending December 31, 2012 of $3,638,185 (December 31, 2011 - $13,498,395)~~Item 10. ~~The Company realized net cash loss from operating activities associated with the combined continuing and discontinuing operations of $1~~Directors,~~792,873. The~~ ~~Company~~Executive ~~decreased~~Officers ~~its total cash~~ and ~~cash~~Corporate equivalent position associated with the combined continuing and discontinuing operations at the end of 2012 to $82,816 from $909,491 the previous year. As at December 31, 2012, with no means to generate revenue, the Company relies upon loans from a related-party company to fund the Company’s working capital deficits until such time as the Mortgage Brokerage Privatization finalizes.Governance

~~Off-Balance~~Director and ~~Sheet~~Executive ~~Arrangements~~Officer

~~None~~The following table sets forth, as of April 15, 2015, the name and age of our directors and executive officer. The directors hold such office until the next annual meeting of shareholders and until their successor has been elected and qualified.

Significant Accounting Policies and New Pronouncements

Name	Age	Position
Alex Haditaghi	41	President, CEO, CFO, Chief Accounting Officer and Director
Ralph Lean	67	Director, Chairman
Luce Veilleux	50	Director
Steve Gupta	54	Director
Todd A. Halpern	55	Director
Greivis Vasquez	28	Director

The following ~~are~~summarizes the ~~most~~occupation ~~significant~~and ~~accounting~~business ~~policies~~experience ~~that~~of ~~have~~our aexecutive ~~substantive~~officer ~~impact on the underlying discussions~~ and ~~analysis~~directors:

~~Revenue~~Alex Haditaghi, ~~Recognition~~President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director

~~Revenue~~Alex Haditaghi ~~consists~~is ofthe ~~mortgage~~founder ~~brokerage fees, finders’ fees~~ and ~~insurance~~CEO ~~commissions~~of MoPals. ~~The~~He ~~revenue~~has ~~from~~been ~~brokerage~~working ~~fees~~in ~~and~~the ~~finders’~~mortgage ~~fees~~industry ~~are~~in ~~recognized~~Canada ~~upon~~since ~~the~~1999 ~~funding~~and ofhas aextensive experience ~~customer’s~~in ~~mortgage~~both residential and ~~when~~commercial ~~the~~mortgages. ~~collection~~He is ~~reasonably~~currently ~~assured~~the ~~which~~founder ~~typically~~and ~~occurs~~chairman ~~when~~of ~~the~~Pacific ~~brokerage~~Mortgage ~~fee~~Group orInc., a ~~finders~~company ~~fees~~with ~~from~~gross ~~the~~revenue ~~lender~~exceeding ~~has~~$57 ~~been~~million ~~advanced~~in 2011. ~~Insurance~~ ~~commission~~Mr. ~~revenues~~Haditaghi ~~are~~is ~~recognized~~responsible ~~when~~for ~~collection~~the isbusiness ~~reasonably~~vision, ~~assured~~expansion, ~~which~~capital resources, ~~typically~~hiring ~~occurs~~the ~~when~~executive ~~the~~management ~~insurance~~team, ~~commission~~establishing ~~fees~~corporate ~~from~~policy ~~the~~and ~~insurance~~providing ~~provider~~overall ~~has~~leadership ~~been~~to ~~advanced~~the organization.

30Luce Veilleux, Director and Chair of Program Development

~~Share-based~~From 2004 ~~Payment~~through 2013, Ms. Veilleux served as the Senior Vice President of Retail Products, International Division at Scotiabank. Currently, she sits on the Boards of Yellow Pepper and Tafemusik, and has served on the Advisory Boards of MasterCard Latin America and the Caribbean, Fair Isaac, and IBM. She has also previously worked as the Chief Marketing Officer of Aeroplan, a division of AIMIA Inc., and Vice President of Marketing, Retail and Commercial Banking for Royal Bank of Scotland. Ms. Veilleux brings a great depth of strategic business experience from the loyalty and financial sectors.

~~The Company adopted the disclosure requirements of ASC 718 (formerly SFAS No~~Ralph E. ~~123R) "Share-Based Payment" ("ASC 718") for stock options and similar equity instruments (collectively~~Lean, ~~"options")~~Chairman ~~issued to employees. The Company applies the fair value base method~~ of ~~accounting as prescribed by ASC 718. Under~~ the ~~fair~~Board ~~value based method, compensation cost is measured at the grant date based on the value~~ of the award and is recognized over the service period, which is usually the vesting period. For stock options, the fair value is determined using an option-pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock and the expected dividends on it, and the risk-free interest rate over the expected life of the option. For restricted stock, the fair value is determined based on the quoted market price. ASC 718 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.Directors

~~Item~~Mr. Lean 7Awas a partner at Cassels Brock & Blackwell LLP for the past twenty three years, and in May 2013 was named counsel at Heenan Blaikie Toronto. ~~Quantitative~~ He serves on the board of several Canadian public and ~~Qualitative~~private ~~Disclosures~~companies, ~~About~~as ~~Market~~well ~~Risk~~as a number of charities, foundations and civic groups such as director of Score Digital (formerly Score Media), World Film Festival of Toronto, Chairman of the Board of Right to Play Foundation, Board of Governors B’nai Brith Canada and a was previously a member of Ontario’s Teacher’s Pension Plan. Mr. Lean is also an Honorary Consul to the Kingdom of Morocco and a Distinguished visiting Professor at Ryerson University.

~~We are exempt from reporting this item as a smaller reporting company.~~18

~~Item 8~~Todd A. ~~Financial~~ ~~Statements~~Halpern, ~~and~~Vice ~~Supplementary~~Chairman ~~Data~~of the Board of Directors

~~The~~Mr. Halpern ~~financial~~currently ~~statements~~serves as the President of Halpern Enterprises, which he joined in 1979 and has served as a member of the ~~Company~~board of ~~appear~~directors atsince 2005. He is also the ~~end~~Board Champion of ~~this~~the ~~report~~Krembil ~~beginning~~Neuroscience ~~with~~Centre, the ~~Index~~Brain toCampaign, ~~Financial~~the ~~Statements~~Arthritis onCampaign and ~~page~~the ~~F-2.~~Peter Munk Cardiac Centre Campaign and is also the Chair of the Grand Cru Culinary Wine Festival

31Steve Gupta, Director

~~Item~~Steve Gupta, 9President and Chief Executive Officer of the Easton’s Group of Hotels, is an outstanding developer in the hotel industry, he has been building hotels from the ground up for almost three decades. ~~Changes~~ He has been the President and CEO of The Easton Group of Hotels for the past 35 years. His current portfolio contains thirteen hotels operating in the Toronto and ~~Disagreements~~surroundings area, Mr. Gupta is a leader in introducing upscale focused brands and new concepts to the hotel market, making an extraordinary common place for his guests. He opened Canada’s first Marriott Fairfield Inn & Suites, as well as the admired Courtyard Marriott Brampton Hotel and Conference Centre and the coveted Hilton Garden Inn and Toscana Convention Centre in Vaughan. Each of these conference centres has set new standards in the Banquet and Catering industry with ~~Accountants~~its onlavish ~~Accounting~~banquet facilities and ~~Financial~~renowned service. ~~Disclosure~~In 2009, despite the questionable state of the economy, Mr Gupta persevered and opened three new Hilton Garden Inns in the GTA Area. Each of these hotels has raised the bar in the focused service hotel segment. In 2009, Mr. Gupta was awarded the Developer of the Year Award from Hilton, and the Outstanding Contribution to the Marriott Brand from Marriott. He is also the recipient of the prestigious Ernst & Young Entrepreneur of the Year Award and Royal Bank of Canada Top 25 immigrant of the year.

~~None.~~Greivis Vásquez, Director

~~Item~~Originally hailing 9Afrom Venezuela, Mr. ~~Controls~~ Vásquez is a widely celebrated professional NBA player, first drafted in 2010 after a U.S. college career with the University of Maryland men's basketball team. In 2014, he signed a two-year $13 million-dollar contract with the Toronto Raptors. Mr. Vásquez is the recipient of the 2010 Bob Cousy Award given by the Naismith Memorial Basketball Hall of Fame to the nation's best collegiate point guard. In February 20, 2010, Mr. Vásquez scored the 2,000th point of his collegiate career, making him the only player in ACC history to compile at least 2,000 points, 700 assists and ~~Procedures~~600 rebounds. He was named a unanimous first-team All-ACC selection on March 8, 2010, and the ACC Player of the Year on March 9, 2010. Mr. Vásquez has also won three ACC Player of the Week honors in his final season, which brought his career total to seven. Mr. Vásquez was further named a consensus second-team All-American.

~~Evaluation of Disclosure Controls and Procedures~~Employment Agreements

AsThe Company ofhas ~~the~~no ~~end~~employment ofagreement ~~the~~with ~~period~~its ~~covered~~founding bychief ~~this report, the Company’s principal~~ executive officer and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))director. ~~Based~~ onThe ~~their evaluation of the~~ Company’s ~~disclosure~~has ~~controls~~entered ~~and~~into ~~procedures,~~service agreements ~~the Company’s principal executive officer and principal financial officer,~~ with ~~the~~its ~~participation~~five ofremaining ~~the~~independent ~~Company’s~~non-employee management, have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2012, to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is(a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosuredirectors..

~~Management’s Annual Report on Internal Controls Over Financial Reporting~~Family Relationships

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)~~None. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2012 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2012. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm as we are a smaller reporting company and not required to provide the report.19

~~Changes~~ Involvement in ~~Internal~~Certain ~~Control~~Legal ~~Over Financial Reporting~~Proceedings

~~There have been no changes in~~ To the ~~Company’s~~best ~~internal~~of ~~controls over financial reporting during~~ our ~~fourth quarter ended December 31~~knowledge, ~~2012,~~none orof inour ~~other~~directors ~~factors that could significantly affect these controls, that materially affected,~~ or ~~are~~executive ~~reasonably~~officers ~~likely to materially affect~~has, during the ~~Company’s~~past ~~internal~~ten ~~controls over financial reporting.~~years:

~~Item~~i. 9Bbeen convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ii. ~~Other~~ ~~Information~~had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; iii. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; iv. been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; v. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or vi. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~None~~Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

32Promoters and Control Persons

~~PART III~~None.

~~Item~~Code of ~~10. Directors, Executive Officers and Corporate Governance~~Ethics

~~Director~~The Company ~~and~~has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer which has been filed as an exhibit to our Annual Report on Form 10-KSB on March 31, 2005.

~~The following table sets forth, as of April 16, 2013, the name~~ Directors and ~~age of our sole director and executive officer. The director will hold such office until the next annual meeting of shareholders and until his successor has been elected and qualified.~~Committees

Name	Age	Position
Alex Haditaghi	41	President, CEO, CFO, Chief Accounting Officer and sole Director

The Company currently has six directors and has yet to establish a nominating, audit or other committees of its board of directors. No current board member qualifies as an “audit committee financial expert.” Our Board of Directors performs the principal functions of an Audit Committee. In 2014, five (5) formal board meetings took place.

~~The following summarizes the occupation and business experience of our sole director and executive officers:~~Shareholder Communications

~~Alex~~The Company ~~Haditaghi,~~has ~~President,~~retained ~~Chief~~an ~~Executive~~investor ~~Officer,~~relations ~~Chief~~Company ~~Financial~~to ~~Officer,~~communicate ~~Chief~~and ~~Accounting~~respond ~~Officer~~to ~~and~~shareholders. ~~Director~~Shareholders may also correspond directly to our Directors.

Alex Haditaghi has been working in the mortgage industry in Canada since 1999 and has extensive experience in both residential and commercial mortgages. Mr. Haditaghi formed Lending Tree Canada Inc., a private mortgage brokerage operating in Canada, in 2000. He served as President for five years until he founded MortgageBrokers.com in January 2005. Since then, Mr. Haditaghi has been the CEO, CFO and sole director of MortgageBrokers.com Holdings, Inc. and President of its two subsidiaries. Mr. Haditaghi is responsible for the business vision, expansion, capital resources, hiring the executive management team, establishing corporate policy and providing overall leadership to the organization.20

~~Employment~~Section 16(a) ~~Agreements~~Beneficial Ownership Reporting Compliance

~~The~~Under Section ~~Company~~16(a) ~~has~~of nothe ~~employment~~Exchange ~~agreement~~Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with ~~its~~the ~~officer~~United orStates ~~director~~Securities and Exchange Commission.

~~Family~~Mr. Haditaghi ~~Relationships~~has yet to file a Form 5 but plans to in the very near future.

~~None~~Item 11. Executive Compensation

~~Involvement~~Summary Compensation ~~in Certain Legal Proceedings~~Table

ToThe following ~~the~~summary ~~best~~compensation oftable ~~our~~sets ~~knowledge,~~forth ~~none~~all ofcompensation ~~our~~awarded ~~directors~~to, earned by, or paid to the named executive officers paid ~~has,~~by us during the ~~past~~years ~~ten~~ended ~~years:~~December 31, 2014, and 2013.

● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

SUMMARY COMPENSATION TABLE

Name and principal position
(a)

Year
(b)

Salary
($)
(c)

Bonus
($)
(d)

Stock Awards ($)

Option Awards ($)

Non-Equity
Incentive Plan Compensation
($)

Nonqualified
Deferred Compensation Earnings
($)

All Other Compensation
($)

Total

($)

Alex Haditaghi, Director and CEO

2014

2013

0

0

60,000

0

60,000

33Compensation of Directors & Director Agreements

●

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

The Company entered into agreements with its current independent board of director members in 2013 and 2014:

~~Except~~On June as27, ~~set~~2013, ~~forth~~the inCompany ~~our~~entered ~~discussion~~into ~~below~~an inagreement ~~“Certain~~with ~~Relationships~~Ralph ~~and~~Lean ~~Related~~to ~~Transactions,”~~become ~~none~~a member of ~~our~~the Company’s board of directors. The ordirector’s ~~executive~~compensation ~~officers~~for ~~has~~board ~~been~~services ~~involved~~included in$40,000 ~~any~~annually ~~transactions~~and ~~with~~300,000 usoptions, orhaving ~~any~~no vestment period, which can be exercised at a strike price of ~~our~~$0.25 ~~directors,~~into ~~executive~~common ~~officers,~~stock ~~affiliates~~of orthe ~~associates~~Company. ~~which~~The ~~are~~board ~~required~~member’s annual compensation increases to be$50,000 ~~disclosed~~per ~~pursuant~~year following the first year of service to the ~~rules~~Company. The board member will also earn 300,000 options in year’s two and ~~regulations~~three, which can be exercised, at a strike price of $0.35 and $0.40, respectively, into common stock of the ~~Commission~~Company upon being fully earned at the end of each respective service period.

~~Promoters~~On June 27, 2013, the Company entered into an agreement with Todd Halpern to become a member of the Company’s board of directors. The director’s compensation for board services included $30,000 annually and ~~Control~~300,000 ~~Persons~~options, having no vestment period, which can be exercised at a strike price of $0.25 into common stock of the Company. The board member’s annual compensation increases to $50,000 per year following the first year of service to the Company. The board member will also earn 300,000 options in year’s two and three, which can be exercised, at a strike price of $0.35 and $0.40, respectively, into common stock of the Company upon being fully earned at the end of each respective service period.

~~None.~~21

~~Code~~On July 3, 2013, the Company entered into an agreement with Luce Veilleux to become a member of ~~Ethics~~the Company’s board of directors. The director’s compensation for board services included $30,000 annually and 300,000 options, having no vestment period, which can be exercised at a strike price of $0.25 into common stock of the Company. The board member’s annual compensation increases to $50,000 per year following the first year of service to the Company. The board member will also earn 300,000 options in year’s two and three, which can be exercised, at a strike price of $0.35 and $0.40, respectively, into common stock of the Company upon being fully earned at the end of each respective service period.

~~The~~On November 21, 2013, the Company ~~has~~entered ~~adopted~~into an agreement with Steve Gupta to become a ~~Code~~member of ~~Ethics~~the ~~applicable~~Company’s toboard ~~its~~of ~~Chief~~directors. The ~~Executive~~director’s ~~Officer~~compensation for board services included $30,000 annually and ~~Chief~~300,000 ~~Financial~~options, ~~Officer~~having no vestment period, which ~~has~~can ~~been~~be ~~filed~~exercised asat ana ~~exhibit~~strike price of $0.25 into common stock of the Company. The board member’s annual compensation increases to ~~our~~$50,000 ~~Annual~~per ~~Report~~year onfollowing ~~Form~~the ~~10-KSB~~first onyear ~~March~~of 31service to the Company. The board member will also earn 300,000 ~~2005~~options in year’s two and three, which can be exercised at a strike price of $0.35 and $0.40, respectively, into common stock of the Company upon being fully earned at the end of each respective service period.

~~Directors~~On November 17, 2014, the Company entered into an agreement with Greivis Vasquez to become a member of the Company’s board of directors. The director’s compensation for board services included $30,000 annually and ~~Committees~~400,000 options, having no vestment period, which can be exercised at a strike price of $0.35 into common stock of the Company. The board member’s annual compensation increases to $40,000 per year following the first year of service to the Company. The board member will also earn 500,000 options in year’s two and three, which can be exercised at a strike price of $0.55 and $0.65, respectively, into common stock of the Company upon being fully earned at the end of each respective service period.

~~The~~Stock Option ~~Company~~Grants ~~currently~~in ~~has only one director and, as such, has no nominating, audit or other committees of its board of directors. The sole director of~~ the ~~Company~~Past ~~does~~Fiscal ~~not qualify as an “audit committee financial expert.” To-date, no formal board meetings have taken place.~~Year

~~Shareholder~~During 2013, ~~Communications~~1,200,000 options for Company common stock were granted to Company directors and are outstanding. The outstanding options have no vestment period and can be exercised at a strike price of $0.25 into common stock of the Company. During 2014, 1,600,000 options for Company common stock were granted to Company directors and are outstanding having no vestment period and can be exercised at a strike price of $0.35 into common stock of the Company.

~~The~~Item 12. ~~Company~~Security ~~has~~Ownership ~~retained~~of anCertain ~~investor~~Beneficial ~~relations~~Owners ~~Company~~and toManagement ~~communicate~~ and ~~respond~~Related toStockholder ~~shareholders. Shareholders may also correspond directly to our Director.~~Matters

~~Section~~The following 16table sets forth certain information regarding our shares of common stock beneficially owned as of April 15, 2015, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) ~~Beneficial~~over ~~Ownership~~which ~~Reporting~~such ~~Compliance~~person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

~~Under~~For purposes ~~Section~~of ~~16(~~this table, a) person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the ~~Exchange~~right ~~Act,~~to ~~our~~acquire ~~directors~~within ~~and~~60 ~~certain~~days of ~~our~~April ~~officers~~15, ~~and~~2015. ~~persons~~For ~~holding~~purposes ~~more~~of ~~than~~computing 10the ~~percent~~percentage of outstanding shares of our common stock ~~are~~held ~~required~~by each person or group of persons named above, any shares that such person or persons has the right to ~~file~~acquire ~~forms~~within ~~reporting~~60 ~~their~~days ~~beneficial~~of April 15, 2015 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of ~~our~~any ~~common~~other ~~stock~~person. ~~and~~The ~~subsequent~~inclusion ~~changes~~herein inof ~~that~~any ~~ownership~~shares ~~with~~listed ~~the~~as ~~United~~beneficially owned ~~States~~does ~~Securities~~not ~~and~~constitute ~~Exchange~~an ~~Commission~~admission of beneficial ownership.

~~Mr. Haditaghi has yet to file a Form 5 but plans to in the very near future.~~22

Name of Beneficial Owner and Address (1)	Amount and Nature of Beneficial Ownership of Common Stock			Percent of Common Stock (2)
5% Shareholders
8412910 Canada Inc.		41,000,000	(3)		79.93	%
8413037 Canada Inc.		4,500,000			8.77	%
Directors and Executive Officers
Alex Haditaghi		41,857,800	(4)		81.16	%
All directors and officers as a group (1 person)		41,857,800			81.16	%

Item 11. Executive Compensation

(1)	Unless otherwise provided, the address of all beneficial owners is c/o MoPals.com, Inc., 109 Atlantic Avenue, Suite 300, Toronto, Ontario, M6X 1X4.
(2)	Based on 51,819,993 shares of common stock outstanding of April 15, 2015.
(3)	Equity interest in 8412910 Canada Inc. is wholly-owned by Alex Haditaghi, controlling shareholder Chief Executive Officer, and director of the Company.
(4)	Includes: (1) 857,800 shares of the common stock held directly by Mr. Haditaghi; and (2) Mr. Haditaghi’s beneficial ownership of 41,000,000 shares of common stock held by 8412910 Canada Inc.

~~Summary~~Item 13. ~~Compensation~~Certain ~~Table~~Relationships and Related Transactions and Director Independence

~~The~~Sale ~~following~~of ~~summary~~unregistered ~~compensation~~securities ~~table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended December 31, 2012, and 2011.~~

SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)1	Bonus ($) (d)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Alex Haditaghi, Chairman and CEO	2012 2011	0 0	$0 $437,094	0 0	0 0	0 0	0 0	0 0	$0 $437,094

On October 30, 2014, a director of the company delivered $223,350 to purchase 1,000,000 common shares of the Company issued at $0.25 per share. As of December 31, 2014, these common shares had not been issued.

~~Compensation~~Section 4(2) of ~~Directors~~the Securities Act

NoThe ~~additional~~Company issued ~~compensation~~restricted shares of its common stock. They were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not ~~paid~~a “public offering” as defined in Section 4(2) due to ~~Alex~~the ~~Haditaghi~~insubstantial number of persons involved in the deal, size ~~our~~of ~~sole~~the ~~director~~offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, this shareholder had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for these transactions.

~~Stock Option Grants In The Past Fiscal Year~~Advances

WeAs of ~~have~~December ~~not~~31, ~~issued~~2014, ~~any~~the ~~grants~~controlling ofshareholder ~~stock~~and ~~options~~Chief inExecutive Officer of the ~~past~~Company ~~fiscal~~and ~~year~~a tocompany ~~any~~controlled ~~officer~~by orthis same ~~director. As~~individual had advanced $1,125,671 (as at December 31, ~~2012,~~2013 no- ~~options~~$652,633) to fund the working capital of the Company. ~~employees~~The advances are unsecured, ~~officers~~non-interest orbearing ~~directors~~and ~~are~~due ~~outstanding~~on demand.

~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~Shared Services

~~The~~During 2013, ~~following~~Pacific ~~table~~Mortgage ~~sets~~Group ~~forth~~Inc. ~~certain information regarding our shares of common stock beneficially owned as of April 16, 2013, for~~ (i“PMGI”), ~~each~~charged ~~stockholder known to be~~ the ~~beneficial~~Company ~~owner~~rent of ~~5% or more of our outstanding shares of common stock~~$89,576 (~~ii)~~2012 ~~each~~- ~~named executive officer and director~~$21, ~~and (iii~~608) ~~all executive officers and directors as a group~~. APMGI person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and ~~investment power relating to~~ the ~~shares~~Company are ~~shown~~under incommon ~~the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children~~control.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of April 16, 2013. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of April 16, 2013 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.23

35Bonus

Name of Beneficial Owner and Address (1)	Amount and Nature of Beneficial Ownership of Common Stock			Percent of Common Stock (2)
5% Shareholders
8412910 Canada Inc.		41,000,000	(3)		79.93	%
2356794 Ontario Inc.		4,500,000	(3)		8.77	%
8413037 Canada Inc.		4,500,000	(3)		8.77	%
Directors and Executive Officers
Alex Haditaghi		41,857,800	(4)		81.16	%
All directors and officers as a group (1 person)		41,857,800			81.16	%

None.

(1)	Unless otherwise provided, the address of all beneficial owners is c/o Mortgagebrokers.com Holdings, Inc., 150 King Street West, Suite 2512, Toronto, Ontario, M5H 1J9.
(2)	Based on 51,294,993 shares of common stock outstanding of April 15, 2013.

Director Independence

~~Item~~Because our 13common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. ~~Certain~~ ~~Relationships~~NASDAQ ~~and~~Listing ~~Related~~Rule ~~Transactions~~5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, ~~and~~in ~~Director~~the ~~Independence~~opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

~~Advances~~● the director is, or at any time during the past three years was, an employee of the company;

As● ~~of December 31, 2012,~~ the ~~controlling~~director ~~shareholder~~or ~~and~~a ~~Chief~~family ~~Executive~~member ~~Officer~~ of the ~~Company~~director ~~and~~accepted aany ~~company~~compensation ~~controlled~~from bythe ~~this~~company ~~same~~in ~~individual~~excess ~~had~~of ~~advanced~~ $3120,~~420,605~~000 ~~(as~~during atany ~~December~~period ~~31,~~of ~~2011~~12 -consecutive ~~$2,409,646)~~months towithin ~~fund~~ the ~~working~~three ~~capital~~years ofpreceding the ~~Company. The~~independence ~~advances~~determination ~~are~~(subject ~~unsecured~~to certain exclusions, ~~non-interest~~including, ~~bearing~~among ~~and~~other ~~due~~things, oncompensation ~~demand.~~for board or board committee service);

~~Shared~~● ~~services~~a family member of the director is, or at any time during the past three years was, an executive officer of the company;

~~During~~● ~~2012~~the director or a family member of the director is a partner in, ~~Pacific~~controlling ~~Mortgage~~stockholder ~~Group~~of, ~~Inc.~~or ~~(“PMGI”)~~an executive officer of an entity to which the company made, ~~charged~~or from which the ~~Company~~company ~~rent~~received, payments in the current or any of ~~$102,844~~the ~~(2011~~past -three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $~~157~~200,~~500). PMGI~~000, ~~and~~whichever ~~the~~is ~~Company~~greater ~~are~~(subject ~~under~~to ~~common~~certain ~~control.~~exclusions); or

~~Broker~~● ~~Reward~~the ~~Programs~~director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

~~Radius~~We currently ~~Financial~~have ~~Inc.~~five ~~(“Radius”),~~independent ~~a company under common control, funds a rewards program to compensate mortgage brokers under contract to the Company~~directors. ~~During~~We ~~the~~do ~~year~~not ~~ended~~have ~~December~~an ~~31,~~audit ~~2012~~committee, ~~the~~compensation ~~Company~~committee ~~received~~or ~~broker~~nominating ~~rewards of $10,731 (2011 - $24,887) for its brokers from Radius~~committee.

~~Mortgage~~Item 14. ~~loan~~Principal ~~origination~~Accounting Fees and Services

The Company originates mortgages through its mortgage broker networks, earning the commissions related to these mortgage originations. During the year ended December 31, 2012, Radius paid $220,839 (2011- $410,000) in broker commissions to the Company. These amounts are calculated and paid on normal commercial terms.Audit Fees

~~Bonus~~For the Company's fiscal year ended December 31, 2014, we had incurred $15,000 for professional services rendered for the audit and reviews of our financial statements.

~~During~~ For the Company's fiscal year ended December 31, ~~2012~~2013, ~~the~~we ~~Company~~had ~~declared~~incurred ~~a bonus of~~ $~~Nil (2011 - $437~~19,~~094)~~000 tofor ~~the~~professional services ~~controlling~~rendered ~~shareholder~~for ~~and Chief Executive Officer. These transactions are entered into in~~ the ~~normal~~audit ~~course of business~~ and ~~are~~reviews ~~recorded at the exchange amount, which is the amount~~ of ~~consideration~~our ~~established~~financial ~~and agreed to by the related parties~~statements.

~~Investment~~Audit Related ~~in Shares and Loan Receivable~~Fees

~~During~~ For the ~~year~~Company's years ended December 31, ~~2012,~~2014 ~~the controlling shareholder~~ and ~~Chief Executive Officer transferred shares in a private corporation and a loan receivable totaling $159~~2013,~~200~~ tothere ~~the~~were ~~Company.~~no ~~These~~other ~~transactions~~audit ~~are entered into in the normal course of business and are recorded at the exchange amount, which is the amount of consideration established and agreed to by the~~ related ~~parties~~fees.

36Tax Fees

~~Director~~The Company ~~Independence~~has accrued no expenses in 2014 for professional services rendered for Canadian tax compliance, tax advice, and tax planning.

~~Because~~All Other our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:Fees

● the director is, or at any time during the past three years was, an employee of the company; ● the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); ● a family member of the director is, or at any time during the past three years was, an executive officer of the company; ● the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); ● the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s auditNone.

~~We do not have any independent directors. We do not have an audit committee, compensation committee or nominating committee.~~24

~~Item 14. Principal Accounting Fees and Services~~PART IV

~~Audit~~Item 15. Exhibits, ~~Fees~~Financial Statement Schedules

~~For~~(a) The ~~the~~following ~~Company's~~documents ~~fiscal~~are ~~year~~filed ~~ended~~as ~~December~~part ~~31, 2012, we have incurred $82,970 for professional services rendered for the audit and reviews~~ of ~~our~~this ~~financial statements.~~report:

~~For~~(1) ~~the~~Financial ~~Company's fiscal year ended December 31, 2011, we had incurred $67,745 for professional services rendered for the audit and reviews of our financial statements.~~Statements:

~~Audit~~The ~~Related~~audited ~~Fees~~balance sheet of the Company as of December 31, 2014 and December 31, 2013, the related consolidated statements of operations, changes in stockholders’ deficiency and cash flows for the years then ended, the footnotes thereto, the report of EFP Rotenberg, LLP, independent auditors, and the report of McGovern, Hurley, Cunningham, LLP, independent auditors, are filed herewith.

~~For~~(2) ~~the~~Financial ~~Company's fiscal year ended December 31, 2012, there were no other audit related fees.~~Schedules:

~~Tax Fees~~None.

~~The~~Financial statement ~~Company~~schedules ~~has~~have ~~accrued~~been noomitted ~~expenses~~because inthey ~~2012~~are ~~for~~either ~~professional~~not ~~services~~applicable ~~rendered~~or ~~for~~the ~~Canadian~~required ~~tax~~information ~~compliance,~~is ~~tax~~included ~~advice,~~in ~~and~~the ~~tax~~financial statements ~~planning~~or notes hereto.

~~All~~(3) ~~Other Fees~~Exhibits:

~~None~~The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

37(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

~~PART~~Certain of IVthe agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

~~Item~~● ~~15. Exhibits~~may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, ~~Financial~~which ~~Statement~~disclosures ~~Schedules~~are not necessarily reflected in the agreements;

~~(a) The~~● ~~following~~may ~~documents~~apply ~~are~~standards ~~filed~~of asmateriality ~~part~~that differ from those of ~~this~~a ~~report:~~reasonable investor; and

~~(1)~~● ~~Financial~~were ~~Statements:~~made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

~~The audited balance sheet of the Company as of December 31~~Accordingly, these ~~2012~~representations and ~~December~~warranties ~~31,~~may ~~2011,~~not describe the ~~related~~actual ~~condensed~~state ~~statements~~ of ~~operations,~~affairs ~~changes~~as inof ~~stockholders’~~the ~~deficiency~~date ~~and~~that ~~cash~~these ~~flows~~representations ~~for~~and warranties ~~the~~were ~~years~~made ~~then~~or ~~ended,~~at ~~the~~any ~~footnotes~~other ~~thereto,~~time. ~~and~~Investors ~~the~~should ~~report~~not ofrely ~~McGovern,~~on ~~Hurley,~~them ~~Cunningham,~~as ~~LLP.,~~statements ~~independent~~of ~~auditors, are filed herewith~~fact.

~~(2) Financial Schedules:~~25

~~None~~The following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

Financial statement schedules have been omitted because they are either not applicable or the required information is included in the financial statements or notes hereto.

Exhibit No.		Description
3.1		Certificate of Incorporation (1)
3.2		First Amendment to Certificate of Incorporation (1)
3.3		Bylaws (1)
10.1		2003 Equity Compensation Plan (1)
14.1		Code of Ethics (2)
10.1		Share Exchange Agreement by and between MortgageBrokers.com Holdings, Inc., MoPals, Inc., Alex Haditaghi, and the MoPals Shareholders dated March 26, 2013. (3)
10.2		Agreement of Sale by and between MortgageBrokers.com Holdings, Inc., MortgageBrokers.com Canada, Inc. and Alex Haditaghi, dated March 26, 2013. (3)
10.3		Private Placement Engagement Letter, dated October 9, 2014 by and among Mopals.com, Inc., Amarok Financial, LLC and Cabrillo Broker, LLC. (4)
31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *		XBRL Instance Document

101.SCH *		XBRL Taxonomy Schema

101.CAL *		XBRL Taxonomy Calculation Linkbase

101.DEF *		XBRL Taxonomy Definition Linkbase

101.LAB *		XBRL Taxonomy Label Linkbase

101.PRE *		XBRL Taxonomy Presentation Linkbase

(3) Exhibits:

	(1)	Filed as an exhibit on Form SB-2 with the SEC on June 2, 2003.

	(2)	Filed as an exhibit on Form 10-KSB with the SEC on March 31, 2005.

	(3)	Filed as an exhibit on Current Report to Form 8-K with the SEC on March 26, 2013.

	(4)	Filed as an exhibit on Current Report to Form 8-K with the SEC on October 14, 2014

~~The~~ In accordance ~~exhibits~~with ~~listed~~SEC inRelease ~~the~~33-8238, ~~accompanying~~Exhibit ~~index~~32.1 tois ~~exhibits~~being ~~are~~furnished ~~filed~~and ornot ~~incorporated by reference as part of this Report~~filed.

* Furnished herewith. XBRL (~~b) The~~Extensible ~~following~~Business ~~are~~Reporting ~~exhibits~~Language) toinformation ~~this~~is ~~Report~~furnished and, ifnot ~~incorporated~~filed byor ~~reference,~~a wepart ~~have~~of ~~indicated~~a registration statement or prospectus for purposes of Sections 11 or 12 of the ~~document~~Securities ~~previously~~Act of 1933, as amended, is deemed not filed ~~with~~for ~~the~~purposes of ~~SEC~~Section in18 ~~which~~of the ~~exhibit~~Securities ~~was~~Exchange ~~included~~Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:26

● may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; ● may apply standards of materiality that differ from those of a reasonable investor; and ● were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.SIGNATURES

~~Accordingly,~~Pursuant to ~~these~~the ~~representations~~requirements ~~and~~of ~~warranties~~Section ~~may~~13 ~~not~~or ~~describe~~15(d) ~~the actual state~~ of ~~affairs as of~~ the ~~date~~Securities ~~that~~Exchange ~~these~~Act ~~representations~~of ~~and~~1934, ~~warranties~~the ~~were~~registrant ~~made~~has orduly atcaused ~~any~~this ~~other~~report to ~~time.~~be ~~Investors~~signed ~~should~~on ~~not~~its ~~rely~~behalf onby ~~them~~the asundersigned, ~~statements~~there ofunto ~~fact~~duly authorized.

38MOPALS.COM, INC. By: /s/ Alex Haditaghi Alex Haditaghi President and Secretary (Principal Executive Officer) (Principal Financial Officer)

~~The~~Dated: April ~~following~~16, ~~documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.~~2015

Exhibit No.		Description
3.1		Certificate of Incorporation (1)
3.2		First Amendment to Certificate of Incorporation (1)
3.3		Bylaws (1)
10.1		2003 Equity Compensation Plan (1)
14.1		Code of Ethics (2)
10.1		Share Exchange Agreement by and between MortgageBrokers.com Holdings, Inc., MoPals, Inc., Alex Haditaghi, and the MoPals Shareholders dated March 26, 2013. (3)
10.2		Agreement of Sale by and between MortgageBrokers.com Holdings, Inc., MortgageBrokers.com Canada, Inc. and Alex Haditaghi, dated March 26, 2013. (3)
21.1		List of Subsidiaries
31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Schema
101.CAL *		XBRL Taxonomy Calculation Linkbase
101.DEF *		XBRL Taxonomy Definition Linkbase
101.LAB *		XBRL Taxonomy Label Linkbase
101.PRE *		XBRL Taxonomy Presentation Linkbase

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

	(1)	Filed as an exhibit on Form SB-2 with the SEC on June 2, 2003.
NAME		TITLE	DATE
	(2)	Filed as an exhibit on Form 10-KSB with the SEC on March 31, 2005.
/s/ Alex Haditaghi		President, Secretary and Director	April 16, 2015
	(3)	Filed as an exhibit on Current Report to Form 8-K with the SEC on March 26, 2013.
Alex Haditaghi
/s/ Ralph Lean		Chairman of the Board of Directors	April 16, 2015
Ralph Lean
/s/ Luce Veilleux		Director	April 16, 2015
Luce Veilleux
/s/ Steve Gupta		Director	April 16, 2015
Steve Gupta
/s/ Todd A. Halpern		Director	April 16, 2015
Todd A. Halpern
/s/ Greivis Vasquez		Director	April 16, 2015
Greivis Vasquez

~~In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.~~27

* Furnished herewithMOPALS. ~~XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933~~COM, ~~as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections~~ INC.

39AND SUBSIDIARIES

~~SIGNATURES~~(A Development Stage Company)

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

~~MOPALS.COM~~DECEMBER 31, ~~INC.~~2014 ~~By:~~AND ~~/s/ Alex Haditaghi Alex Haditaghi President and Secretary (Principal Executive Officer) (Principal Financial Officer)~~2013

~~Dated: April 16, 2013~~AUDITED

NAME	TITLE	DATE
/s/ Alex Haditaghi	President, Secretary and Director	April 16, 2013
Alex Haditaghi

MOPALS.COM, INC. AND SUBSIDIARIES

40CONSOLIDATED FINANCIAL STATEMENTS

~~MOPALS.COM, INC. (FORMERLY MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS~~ DECEMBER 31, ~~2012~~2014 AND ~~2011 AUDITED~~2013

41CONTENTS

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

Report of Independent Registered Public Accounting Firm		F-2

Report of Independent Registered Public Accounting Firm		F-3

Consolidated Balance Sheets		F-4

Consolidated Statements of Operations and Comprehensive Loss		F-5

Consolidated Statements of Cash Flows		F-6

Consolidated Statements of Stockholders' Deficit		F- 7 to F-8

Notes to Consolidated Financial Statements		F-9 to F-16

~~CONSOLIDATED FINANCIAL STATEMENTS~~F-1

~~DECEMBER~~2005 Sheppard 31Avenue East, ~~2012~~Suite ~~AND~~300 ~~2011~~Toronto, Ontario

~~CONTENTS~~M2J 5B4, Canada

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive (Loss)	F-4
Consolidated Statements of Stockholders' Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7-20

Phone 416-496-1234

F Fax 416- 1 496-0125

~~2005 Sheppard Avenue East, Suite 300 Toronto, Ontario M2J 5B4, Canada Phone 416-496-1234 Fax 416-496-0125~~ Web www.mhc-ca.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Mopals.com, Inc.

We have audited the accompanying consolidated balance sheet of Mopals.com, Inc. (~~formerly~~the ~~Mortgagebrokers~~“Company”) (a development stage company) as of December 31, 2014, and the related consolidated statements of operations and comprehensive loss, cash flows and stockholders’ deficit for the year ended December 31, 2014. Mopals.com, Inc.’s ~~Holdings~~management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The financial statements as of December 31, ~~Inc~~2013 and for the cumulative period from August 7, 2012 (inception) through December 31, 2013 were audited by other auditors who expressed an opinion without reservation on those statements in their audit report dated April 15, 2014. Their report included an explanatory paragraph regarding going concern. Our opinion, in so far as it relates to the period from August 7, 2012 (inception) through ~~and~~December ~~Subsidiaries~~31, 2013, is based solely on the report of other auditors.

We ~~have~~conducted our ~~audited~~audit ~~the~~in ~~accompanying~~accordance ~~consolidated~~with ~~balance~~the ~~sheets~~standards of ~~Mopals.com,~~the ~~Inc.~~Public Company Accounting Oversight Board (~~formerly~~United ~~Mortgagebrokers~~States).~~com~~ ~~Holdings,~~Those ~~Inc.)~~standards require that we plan and ~~Subsidiaries~~perform (the ~~“Company”)~~audit asto obtain reasonable assurance about whether the consolidated financial statements are free of ~~December~~material 31misstatement. The Company is not required to have, ~~2012~~nor ~~and~~were ~~2011~~we engaged to perform, ~~and~~an ~~the~~audit ~~related~~of ~~consolidated~~its ~~statements~~internal control over financial reporting. Our audit included consideration of ~~operations~~internal ~~and~~control ~~comprehensive~~over ~~(loss),~~financial ~~stockholders’~~reporting ~~deficit~~as ~~and~~a ~~cash~~basis ~~flows~~for designing audit procedures that are appropriate in the circumstances, but not for ~~each~~the purpose of ~~the~~expressing ~~years~~an inopinion on the ~~two-year~~effectiveness of ~~period~~the ~~ended~~Company’s ~~December~~internal ~~31,~~control ~~2012.~~over ~~Mopals~~financial reporting.~~com~~ Accordingly, ~~Inc.~~we ~~(formerly~~express ~~Mortgagebrokers~~no such opinion.~~com~~ ~~Holdings~~An audit also includes examining, ~~Inc.)~~on ~~and~~a ~~Subsidiaries’~~test ~~management~~basis, isevidence ~~responsible~~supporting ~~for~~the ~~these~~amounts ~~consolidated~~and disclosures in the consolidated financial statements~~. Our~~, ~~responsibility~~assessing isthe toaccounting ~~express~~principles anused ~~opinion~~and onsignificant ~~these~~estimates ~~consolidated~~made by management, as well as evaluating the overall financial ~~statements~~statement ~~based~~presentation. onWe believe that our ~~audits~~audit provides a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audits~~opinion, based inon ~~accordance~~our ~~with~~audit ~~the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan~~ and ~~perform~~ the ~~audit~~report toof ~~obtain~~other ~~reasonable~~auditors, ~~assurance about whether~~ the consolidated financial statements ~~are~~referred ~~free~~to ofabove ~~material~~present ~~misstatement. The Company is not required to have~~fairly, ~~nor~~in all ~~were~~material ~~we engaged to perform~~respects, anthe ~~audit of its internal control over~~ financial ~~reporting. Our~~position ~~audit included consideration~~ of ~~internal~~Mopals.com, ~~control~~Inc. ~~over financial reporting as~~ (a ~~basis~~development ~~for~~stage ~~designing~~company) ~~audit~~as ~~procedures~~of ~~that~~December ~~are~~31, ~~appropriate in the circumstances~~2014, and ~~but not for~~ the ~~purpose~~results of ~~expressing~~its anoperations ~~opinion~~and onits ~~the~~cash ~~effectiveness~~flows offor the ~~Company’s~~year ~~internal~~ended ~~control~~December ~~over financial reporting. Accordingly~~31, we2014 ~~express~~and nofor ~~such~~the ~~opinion. An~~cumulative ~~audit~~period ~~also~~from ~~includes examining~~August 7, on2012 a(inception) ~~test~~through ~~basis~~December 31, ~~evidence~~2014, ~~supporting the amounts and disclosures~~ in ~~the~~conformity ~~consolidated~~with ~~financial statements, assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~consolidated~~States of ~~financial statement presentation~~America. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InThe ~~our~~accompanying consolidated ~~opinion,~~financial statements have been prepared assuming that the ~~consolidated~~Company ~~financial~~will ~~statements~~continue ~~referred~~as toa ~~above~~going ~~present~~concern. ~~fairly,~~As discussed in ~~all~~Note ~~material~~3 ~~respects,~~to the consolidated financial ~~position~~statements, ofthe ~~Mopals.com,~~Company ~~Inc.~~has ~~(formerly~~suffered ~~Mortgagebrokers.com~~recurring ~~Holdings,~~losses ~~Inc.)~~from operations and ~~Subsidiaries~~has asa ofnet ~~December~~capital deficiency ~~31,~~that ~~2012~~raise ~~and~~substantial ~~2011,~~doubt ~~and~~about ~~the~~its ~~results~~ability ofto ~~its~~continue ~~operations~~as ~~and~~a ~~its~~going ~~cash~~concern. ~~flows~~Management's ~~for~~plans ~~each~~in ofregard ~~the~~to ~~years~~these matters inare ~~the~~also ~~two-year~~described ~~period~~in ~~ended~~Note ~~December~~3. ~~31,~~The ~~2012~~consolidated infinancial ~~conformity~~statements ~~with~~do ~~accounting~~not ~~principles~~include ~~generally~~any ~~accepted~~adjustments inthat ~~the~~might ~~United~~result ~~States~~from the outcome of ~~America~~this uncertainty.

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements~~McGOVERN, ~~the Company’s operating losses~~HURLEY, ~~negative working capital~~CUNNINGHAM, and total capital deficiency raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. LLP

~~McGOVERN, HURLEY, CUNNINGHAM, LLP~~ Chartered Accountants ~~Licensed Public Accountants~~

~~TORONTO,~~Licensed ~~Canada~~Public Accountants

~~April 15~~TORONTO, ~~2013~~Canada

FApril -15, 2 2015

~~MOPALS.COM, INC. (FORMERLY MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES~~F-2

AsREPORT OF atINDEPENDENT ~~December~~REGISTERED ~~31,~~PUBLIC ACCOUNTING FIRM

	2012			2011
ASSETS
Current Assets
Cash	$	6,078		$	6,078
Prepaid expenses		28,509			3,381
Assets held for sale (note 9)		295,190			989,995
Total Assets		329,777			999,454
Current Liabilities
Accounts payable and accrued liabilities	$	56,646			52,966
Stock-based compensation accrual - current portion (note 3a)		3,286			4,108
Liabilities held for sale (note 9)		3,675,923			3,568,625
Total Current Liabilities		3,735,855			3,625,699
Stock-based Compensation Accrual (note 3b)		11,638			13,872
Total Liabilities		3,747,493			3,639,571
Commitments and Contingencies (notes 1 and 10)
STOCKHOLDERS' DEFICIT
Capital Stock
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, none issued		-			-
Capital stock, $0.0001 par value; 100,000,000 shares authorized; 1,294,993(2011-1,294,993) issued and outstanding (note 4)		129			129
Additional Paid-in Capital		6,173,393			6,197,484
Treasury Stock (note 5)		(27,286	)		(27,286	)
Accumulated Other Comprehensive Income		110,829			152,440
Accumulated Deficit		(9,674,781	)		(8,962,884	)
Total Stockholders' Deficit		(3,417,716	)		(2,640,117	)
Total Liabilities and Stockholders' Deficit	$	329,777		$	999,454

To the Board of Directors and

~~(The accompanying notes are an integral part~~ Stockholders of ~~these~~Mopals.com, ~~consolidated financial statements~~Inc.) and Subsidiaries

FWe have -audited 3the accompanying consolidated balance sheet of Mopals.com, Inc. and Subsidiaries as of December 31, 2013, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year ended December 31, 2013 and for the period since inception (August 7, 2012) through December 31, 2013. Mopals.com, Inc. and Subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

~~MOPALS~~We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).~~COM~~ Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, ~~INC~~nor were we engaged to perform, an audit of its internal control over financial reporting. ~~(FORMERLY~~Our ~~MORTGAGEBROKERS~~audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.~~COM~~ ~~HOLDINGS~~Accordingly, ~~INC~~we express no such opinion.) ~~AND~~An ~~SUBSIDIARIES~~audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

~~For~~In our opinion, the ~~Years~~consolidated ~~Ended~~financial statements referred to above present fairly, in all material respects, the financial position of Mopals.com, Inc. and Subsidiaries as of December 31, 2013, and the results of its operations and its cash flows for year ended December 31, 2013 and for the period since inception (August 7, 2012) through December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

	2012		2011
	$		$
Expenses
Salaries and benefits		25,275		53,562
General and administrative expenses		157,109		146,405
Stock-based compensation (note 3a)		(3,055)		(11,902)
Total Operating Expenses and Loss before Income Taxes		179,329		188,065
Provision for income taxes (note 8)		-		-
(Loss) from Continuing Operations		(179,329)		(188,065)
(Loss) from Discontinued Operations (note 9)		(508,477)		(1,376,943)
Net Loss		(687,806)		(1,565,008)
Change in net unrealized loss on available for sale securities (note 6)		(40,204)		-
Foreign currency translation adjustment, net of taxes		(1,407)		51,545
Other Comprehensive Loss		(41,611)		51,545
Total Comprehensive (Loss)		(729,417)		(1,513,463)
Loss per common share (note 7):
Basic:
Net (Loss) from continuing operations		(0.14)		(0.15)
Net (Loss) from discontinued operations		(0.39)		(1.06)
Net (Loss) per common share		(0.53)		(1.21)
Diluted:
Net (Loss) from continuing operations		(0.14)		(0.15)
Net (Loss) from discontinued operations		(0.39)		(1.06)
Net (Loss) per common share		(0.53)		(1.21)
Weighted Average Number of Shares Outstanding - Basic During the Year		1,294,993		1,295,128
Weighted Average Number of Shares Outstanding - Diluted During the Year		1,294,993		1,295,128

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, these conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

~~(The~~EFP Rotenberg, ~~accompanying notes are an integral part of these consolidated financial statements.)~~LLP

FRochester, New ~~- 4~~ York

~~MOPALS.COM,~~April ~~INC. (FORMERLY MORTGAGEBROKERS.COM HOLDINGS~~15, ~~INC.) AND SUBSIDIARIES~~ 2014

~~For the Years Ended December 31, 2012 and 2011~~F-3

	Capital Stock			Capital Stock Amount		Additional Paid-In Capital			Additional Paid-In Capital - Warrants			Treasury Stock			Accumulated Other Comprehensive Income			Accumulated Deficit			Total Stockholders' Deficit
Balances at December 31, 2010		1,295,136		$	129	$	6,022,119		$	175,365		$	(27,286	)	$	100,895		$	(7,397,876	)	$	(1,126,654)
July 9, 2011 expiration of warrants(note 4)		-			-		175,365			(175,365	)		-			-			-			-
December 8, 2011- cancellation of shares (Note 4)		(143	)		-		-			-			-			-			-			-
Foreign currency translation adjustment, net of taxes		-			-		-			-			-			51,545						51,545
Net (loss) for the year		-			-		-			-			-			-			(1,565,008	)		(1,565,008	)
Balances at December 31, 2011		1,294,993		$	129	$	6,197,484		$	-		$	(27,286	)	$	152,440		$	(8,962,884	)	$	(2,640,117	)
Change in net unrealized loss on available for sale securities		-			-		-			-			-			(40,204	)		-			(40,204	)
Tax effect of expiration of warrants		-			-		(24,091	)		-			-			-			(24,091	)		(48,182	)
Foreign currency translation adjustment, net of taxes																(1,407	)					(1,407	)
Net (loss) for the year		-			-		-			-			-			-			(687,806	)		(687,806	)
Balances at December 31, 2012		1,294,993		$	129	$	6,173,393		$	-		$	(27,286	)	$	110,829		$	(9,674,781	)	$	(3,417,716	)

MOPALS.COM, INC.

(~~The~~A Development ~~accompanying~~Stage ~~notes are an integral part of these consolidated financial statements.~~Company)

FCONSOLIDATED BALANCE ~~- 5~~ SHEETS

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

	December 31,			December 31,
	2014			2013
ASSETS
Cash	$	143,482		$	437,650
Prepaid & Other Assets (Note 5)		243,964			155,830
Total Current Assets		387,446			593,480

Equipment, net (Note 6)		32,713			44,918
Total Assets	$	420,159		$	638,398

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts Payable & Accrued Liabilities		255,078			68,589
Employee Tax Deductions Payable		500,139			112,540
MoCoins™ Liability		1,855			148
Share Based Accrual		14,924			14,924
Loans from Shareholder (Note 7)		1,125,671			652,633
Total Liabilities	$	1,897,667		$	848,834

Commitments and Contingencies (Note 8)
Capital Stock; par value $0.0001, 100,000,000 shares authorized, 45,804,884 shares issued and outstanding on December 31, 2014 (2013 – 45,448,993) (Note 9)		4,580			4,545
Shares Subscribed (Note 10)		1,503,775			1,530,250
Share Subscriptions Receivable (Note 10)		(1,503,775	)		(1,530,250	)
Shares to be Issued (Note 9(d))		300			200
Additional Paid In Capital		2,376,105			1,585,192
Deficit Accumulated During the Development Stage		(3,998,186	)		(1,854,432	)
Foreign Currency Translation		139,693			54,059
Total Stockholders’ Deficit	$	(1,477,508	)	$	(210,436	)

Total Liabilities and Stockholders’ Deficit	$	420,159		$	638,398

~~For~~The accompanying ~~the~~notes ~~Years~~are ~~Ended~~an ~~December~~integral ~~31,~~part of these consolidated financial statements.

	2012			2011
Cash Flows from Operating Activities
Net loss	$	(687,806	)	$	(1,565,008	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation		17,287			22,187
Stock-based compensation accrual (recovery)		(3,055	)		(11,902	)
(Increase) decrease in net assets:
Prepaid expenses		(68,652	)		17,340
Loan receivable		(88,497	)		-
Investments		(39,616	)		-
Accounts payable and accrued liabilities and Employee tax deductions payable		(922,534	)		(259,412	)
Net Cash used in Operating Activities		(1,792,873	)		(1,796,795	)
Cash Flows from Investing Activities
(Purchase) of equipment		-			(4,701	)
Net Cash used in Investing Activities		-			(4,701	)
Cash Flows from Financing Activities
Advances from related party		965,002			1,975,409
Net Cash provided by Financing Activities		965,002			1,975,409
Net (decrease) increase in Cash		(827,871	)		173,913
Effect of exchange rates on cash		1,196			10,156
Cash - Beginning of Year		909,491			725,422
Cash - End of Year	$	82,816		$	909,491
Cash, End of Year – Discontinued Operations (note 9)		76,738			903,413
Cash, End of Year – Continuing Operations		6,078			6,078
Supplemental Cash Flow Information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

F-4

~~(The accompanying notes are an integral part of these consolidated financial statements~~MOPALS.)COM, INC.

F(A Development -Stage 6 Company)

~~MOPALS.COM,~~CONSOLIDATED STATEMENTS ~~INC.~~OF ~~(FORMERLY~~OPERATIONS ~~MORTGAGEBROKERS.COM HOLDINGS, INC.)~~ AND ~~SUBSIDIARIES~~COMPREHENSIVE LOSS

December 31, 2012 and 2011

	For the Year Ended			For the Year Ended			From Inception (August 7, 2012) to
	December 31, 2014			December 31, 2013			December 31, 2014

EXPENSES
Consultants & Contractors		1,355,922			822,929			2,295,229
General & Administrative Expenses		367,613			561,024			949,609
Occupancy Costs		141,022			103,930			269,736
Share Based Compensation (Note 11)		418,827			189,197			608,024
Depreciation		10,350			14,115			25,568
Total Operating Expense		2,293,734			1,691,195			4,148,166

Loss from Operations		(2,293,734	)		(1,691,195	)		(4,148,166	)

Other Income		149,980			-			149,980
Net Loss		(2,143,754	)		(1,691,195	)		(3,998,186	)

Foreign currency translation adjustment, net of taxes		(85,634	)		(53,047	)		(139,693	)
Other Comprehensive Income		(85,634	)		(53,047	)		(139,693	)

Total Comprehensive Loss		(2,058,120	)		(1,638,148	)		(3,858,493	)

Loss per common share (Note 12):
Basic:
Net (Loss) from operations		(0.05	)		(0.04	)
Net (Loss) per common share		(0.05	)		(0.04	)
Diluted:
Net (Loss) from operations		(0.05	)		(0.04	)
Net (Loss) per common share		(0.05	)		(0.04	)

Weighted Average Number of Shares Outstanding - Basic During the Year		45,684,825			42,052,529

Weighted Average Number of Shares Outstanding - Diluted During the Year		45,684,825			42,052,529

~~1. Nature~~The accompanying notes are an integral part of ~~Business~~these ~~and~~consolidated ~~Going~~financial ~~Concern~~statements.

~~Nature of Business~~F-5

~~Mopals~~MOPALS.~~com~~COM, ~~Inc~~ INC. (formerly MortgageBrokers.com Holdings, Inc.) and Subsidiaries (the “Company”) was organized under the laws of the State of Delaware on February 6, 2003. On March 26, 2013, the Company amended its Articles of Incorporation, thereby changing its name to Mopals.com, Inc.

~~Mortgage brokerage operations were being conducted through the Company’s subsidiaries, Mortgagebrokers.com Inc.~~ (anA Development ~~Ontario,~~Stage ~~Canada company~~Company)~~, MortgageBrokers.com Financial Group of Companies, Inc., MBKR Franchising Inc. and MBKR Holdings Inc. (Canadian federal companies), in Canada.~~

~~Going~~CONSOLIDATED STATEMENTS OF ~~Concern~~CASH ~~and Discontinued Operations~~FLOWS

The Company’s consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2012, the Company generated a net loss of $687,806 (2011- $1,565,008). Certain conditions noted below raise substantial doubt about the Company’s ability to continue as a going concern.

	For the Year Ended			For the Year Ended			From Inception (August 7, 2012) to
	December 31, 2014			December 31, 2013			December 31, 2014
Cash Flows used in Operating Activities
Net (Loss)	$	(2,143,754	)	$	(1,691,195	)	$	(3,998,186	)
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation		10,350			14,115			25,568
Increase in Share Compensation Accrual		-			14,924			14,924
Stock-based compensation expense		418,827			189,197			608,024
Expenses paid for with shares		-			150,046			212,521
Adjustment to par value for shares		-			36,900			36,900
Increase (Decrease) in net assets:
Increase in Prepaids & Other Assets		34,168			(123,513	)		(121,662	)
Increase in MoCoins™ liability		1,707			148			1,855
Increase in Accounts Payable & Accrued Liabilities		574,088			160,781			755,217
Net Cash Flows used in Operating Activities		(1,104,614	)		(1,248,597	)		(2,5227,314	)

Cash Flows from Financing Activities
Shares Issued		10			445			41,445
Shares to be issued		100			200			300
Additional Paid In Capital		249,715			1,209,049			1,458,764
Increase in Shareholders’ Loan		473,038			288,318			1,125,671
Net Cash Flows from Financing Activities		722,863			1,498,012			2,626,190

Cash Flows used in Investing Activities
Purchases of Equipment		(1,768	)		(3,711	)		(61,897	)
Sale of Equipment		381			-			381
Net Cash Flows used in Investing Activities		(1,387	)		(3,711	)		(61,516	)

Net Cash Flows		(383,138	)		245,704			37,360

Effects of Exchange Rate on Cash		88,970			16,147			106,122

Cash and Cash Equivalents – Beginning of Period		437,650			175,799			-
Cash and Cash Equivalents – End of Period	$	143,482		$	437,650		$	143,482


Supplemental Cash Flow Information
Interest Paid	$	-		$	-		$	-
Income Taxes Paid		-			-			-
Shares issued for rent deposit		62,500			-			62,500-

The accompanying ~~Company’s~~notes ~~ability~~are toan ~~continue~~integral aspart ~~a going concern is contingent upon its ability to secure additional debt or equity financing, to grow sales~~ of ~~its~~these ~~services~~consolidated and to achieve profitable operations. As noted in recent Form 10-Q reports for 2012 and 2011 and our Form 10-K for the period ending December 31, 2011, management has been actively exploring restructuring options to reduce overhead expenses. Based upon the 2011 year-end financial ~~results of operations and the lack of business growth, the Director has decided to privatize the Canadian operations and sale to a private company under common control~~statements. ~~As discussed further in Note 9 and Note 12, the company ceased active mortgage broker during the year ended December 31, 2012.~~

The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.F-6

2MOPALS. ~~Summary of Significant Accounting Policies~~COM, INC.

~~The~~(A Development ~~accounting~~Stage ~~policies of the~~ Company are in accordance with the 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) Basis~~CONSOLIDATED STATEMENTS ofOF ~~Consolidation~~STOCKHOLDERS’ ~~and Presentation and Discontinued Operations~~DEFICIT

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

	Common Stock						Shares to	Shares		Share Subscriptions			Additional Paid In		Accumulated Deficit during			Accumulated Other Comprehensive			Total Shareholders'
	Shares			Amount			be Issued	Subscribed		Receivable			Capital		Development			Income			Deficit
				$			$	$		$			$		$			$			$
Balance, August 7, 2012 (date of inception)

Issuance of common stock		41,000,000			41,000				-		-			-		-			-			41,000
Shares Subscribed (note 9)		9,000,000			9,000				2,250,000		-			-		-			-			2,259,000
Share Subscriptions Receivable (note 9)		(9,000,000	)		(9,000	)			-		(2,250,000	)		-		-			-			(2,259,000	)
Foreign Currency Translation Adjustment		-			-				-		-			-		1,012			-			1,012
Net Accumulated Deficit		-			-				-		-			-		-			(163,237	)		(163,237	)

Balance December 31, 2012		41,000,000		$	41,000			$	2,250,000	$	(2,250,000	)	$	-	$	(163,237	)	$	1,012		$	(121,225	)

These financial statements are being presented in accordance with the FASB ASC205-20, “Discontinued Operations,” which sets forth the financial accounting and reporting requirements for the discontinued operations of a component of an entity. A component of an entity comprises of operations and cash flows that can be clearly distinguished from the rest of the entity. A component of an entity may be a reportable or an operating segment, a reporting unit, a subsidiary or an asset group.

	Common Stock					Shares to		Shares			Share Subscriptions			Additional Paid In			Accumulated Deficit during			Accumulated Other Comprehensive			Total Shareholders'
	Shares		Amount			be Issued		Subscribed			Receivable			Capital			Development			Income			Deficit
Balance, January 1, 2013		41,000,000	$	41,000		$	-	$	2,250,000		$	(2,250,000	)	$	-		$	(163,237	)	$	1,012	$		(121,225	)
Adjustment to par value				(36,900	)		-								36,900									-
Adjustment for opening balance of Mopals							-								(8,946	)								(8,946	)
Issuance of shares to Mopals Inc. (formerly MBKR) shareholders		1,294,993		129			-		-			-			(129	)		-			-			-
Shares Subscribed (note 9)		1,920,000		192			-		(480,000	)		-			479,808			-			-			-
Share Subscriptions Receivable (note 9)		-		-			-		-			480,000			-			-			-			480,000
Issuance of common stock		275,000		28			-		-			-			150,046			-			-			150,074
Shares Subscribed (note 9)		959,000		96			-		(239,750	)		-			239,654			-			-			-
Share Subscriptions Receivable (note 9)		-		-			-		-			239,750			-			-			-			239,750
Shares to be issued (note 9)		-		-			200		-			-			498,662			-			-			498,862
Issuance of director common stock options		-		-			-		-			-			189,197			-			-			189,197
Foreign Currency Translation Adjustment		-		-			-		-			-			-			-			53,047			53,047
Net Loss		-		-			-		-			-			-			(1,691,195	)		-			(1,691,195	)

Balance December 31, 2013		45,448,993	$	4,545		$	200	$	1,530,250		$	(1,530,250	)	$	1,585,192		$	(1,854,432	)	$	54,059		$	(210,436	)

FThe accompanying -notes 7are an integral part of these consolidated financial statements.

~~MOPALS.COM, INC. (FORMERLY MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES~~F-7

~~December 31~~MOPALS.COM, ~~2012 and 2011~~ INC.

~~2. Summary~~(A Development ofStage ~~Significant Accounting Policies (continued~~Company)

~~FASB~~CONSOLIDATED STATEMENTS ~~ASC~~OF ~~205-20~~STOCKHOLDERS’ uses a single accounting model to account for all long-lived assets set for disposal. This includes asset disposal groups meeting the criteria for presentation as a discontinued operation as specified in the standard. A long-lived asset group classified as held for sale should be measured at the lower of its carrying amount or fair value, less cost to sell. Additionally, a loss shall be recognized for any write-down to fair-value less cost to sell. A gain shall be recognized for any subsequent recovery of cost. Lastly, a gain or loss not previously recognized from the sale of the asset disposal group should be recognized at the date of sale.DEFICIT

b) Cash and Cash Equivalents


																		Accumulated
					Shares					Share			Additional		Accumulated			other		Total
	Common Stock				to be		Shares			Subscriptions			Paid in		Deficit during			Comprehensive		Shareholders
	Shares		Amount		Issued		Subscribed			Receivable			Capital		Development			Income		Deficit

Balance, January 1, 2014		45,448,993	$	4,545	$	200	$	1,530,250		$	(1,530,250	)	$	1,585,192	$	(1,854,432	)	$	54,059	$	(210,436	)

Issuance of shares to landlord (Note 9)		250,000		25		-		-			-			62,475		-			-		62,500

Shares subscribed (Note 9)		105,891		10		-		(26,475	)		26,475			26,465		-			-		26,475

Shares to be issued (Note 9)		-		-		100		-			-			223,250		-			-		223,350

Shares granted to employees (Note 11)		-		-		-		-			-			7,808		-			-		7,808

Issuance of stock options (Note 11)		-		-		-		-			-			470,915		-			-		470,915

Foreign currency translation		-		-		-		-			-			-		-			85,634		85,634

Net Loss				-		-		-			-			- -		(2,143,754	)		-		(2, 143,754)

Balance, December 31, 2014		45,804,884	$	4,580	$	300	$	1,503,775		$	(1,503,775	)	$	2,376,105	$	(3,998,186	)	$	139,693	$	(1,477,508	)

~~Cash~~The ~~and~~accompanying ~~cash~~notes ~~equivalents~~are ~~consist~~an ofintegral ~~cash~~part ~~on account and short-term investments with remaining maturities at acquisition~~ of ~~three~~these ~~months~~consolidated orfinancial ~~less~~statements.

~~c) Equipment, net as included in Discontinued Operations~~F-8

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

	Furniture and equipment	20% declining
	Computer equipment	30% declining

(A Development Stage Company)

~~d) Revenue~~NOTES ~~Recognition~~TO asTHE ~~included~~CONSOLIDATED ~~in Discontinued Operations~~FINANCIAL STATEMENTS

~~Revenue~~DECEMBER ~~consists of mortgage brokerage fees~~31, ~~finders’~~2014 ~~fees~~ and insurance commissions. The revenue from brokerage fees and finders’ fees are recognized upon the funding of a customer’s mortgage and when the collection is reasonably assured, which typically occurs when the brokerage fees or finders’ fees from the lender have been advanced. Insurance commission revenues are recognized when collection is reasonably assured, which typically occurs when the insurance commission fees from the insurance provider has been advanced.2013

~~e) Use~~1. ofNATURE ~~Estimates~~OF OPERATIONS AND ORGANIZATION

~~Preparation~~Nature 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. Significant estimates in these consolidated financial statements include the going concern assumption, stock-based compensation, future income tax assets and liabilities and contingencies.Operations

fMopals Inc. ("Mopals" or the “Company”) ~~Financial~~ ~~Instruments~~was incorporated August 7, 2012 and was organized under the laws of the State of Nevada.

InMopals’ operations ~~accordance~~are ~~with~~presently ~~ASC~~conducted ~~825-10-50, (formerly~~through ~~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’s ~~using~~wholly ~~available~~owned ~~market~~subsidiary, ~~information~~Mopals ~~and~~Canada ~~valuation methodologies~~Inc. ~~Considerable~~(an ~~judgment~~Ontario, ~~is required in estimating fair value~~Canada company). The ~~Accordingly,~~planned ~~the~~operations ~~estimates may not be indicative~~ of the ~~amounts the~~ Company ~~could~~consist ~~realize~~of inbecoming a ~~current~~social ~~market~~media ~~exchange.~~rewards Asplatform ofin ~~December 31, 2012, the carrying value of accounts payable~~ Canada and ~~accrued liabilities, advances from related party and all other current liabilities approximate their fair value because of~~ the ~~limited~~United ~~terms of these instruments~~States.

InOn ~~accordance~~March ~~with~~26, ~~ASC 820-10~~2013, (~~formerly~~the ~~SFAS~~“Closing Date”), NoMortgageBrokers.com ~~157)~~Holdings, Inc. (“~~Defining~~MBKR”) ~~Fair~~entered ~~Value~~into ~~Measurement~~a share exchange agreement (the “Exchange Agreement”) by and among (i) MBKR; (ii) MoPals, ~~the~~ Inc., a Nevada corporation (“MoPals (Nevada)”); (iii) Alex Haditaghi (“Company ~~adopted~~Principal Shareholder”); and (iv) the ~~standard~~shareholders ~~which~~of ~~defines~~MoPals ~~fair~~(Nevada) ~~value~~(“MoPals Nevada Shareholders”). Pursuant to the terms of the Exchange Agreement, ~~establishes~~MBKR aacquired ~~framework~~100% of the issued and outstanding equity securities of MoPals (Nevada) in exchange for ~~measuring~~the ~~fair~~issuance of 50,000,000 shares of MBKR’s common stock, par value in$0.0001 ~~generally~~per ~~accepted~~share ~~accounting~~(each ~~principles~~a “Share” and ~~expands~~collectively, ~~disclosures~~the ~~about~~“Common ~~fair~~Stock”)(the ~~value~~“Share ~~measurements~~Exchange”). On March 26, 2013, the Company filed articles of amendment with the State of Delaware changing the name of our Company to MoPals.com, Inc.

FImmediately -prior 8to and concurrent with execution of the Share Exchange, MBKR entered into a certain Agreement of Sale dated March 26, 2013 (the “Agreement of Sale”) pursuant to which the Company transferred to MortgageBrokers.com Canada Inc., a Canada Corporation, all of the Company’s equity interest in the Company’s mortgage brokerage business and MortgageBrokers.com Canada Inc. agreed to assume any and all liabilities associated with the Company’s mortgage brokers business, including, but not limited to the commitments, liabilities and contingent liabilities, effective immediately prior to closing of the Share Exchange. Pursuant to the Agreement of Sale, the MBKR Principal Shareholder forfeited all rights to any monies owed to the Company Principal Shareholder by the Company associated with a shareholder loan of approximately $25,000 (the “Spin Out and Cancellation.”)

~~MOPALS~~2.~~COM,~~ ~~INC.~~BASIS ~~(FORMERLY~~OF ~~MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES~~PRESENTATION

~~December~~The 31Company has not earned any revenues from limited principal operations and accordingly, ~~2012~~the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915 Accounting and ~~2011~~Reporting by Development Stage Enterprises. The disclosures required by ASC 915 include that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.

23. ~~Summary~~ ofGOING ~~Significant Accounting Policies (continued)~~CONCERN

~~g) Share~~These financial statements have been prepared assuming the Company will continue on a going-~~based~~concern ~~Payment~~basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Accumulated losses from inception to December 31, 2014 total $3,998,186. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

~~The Company adopted the disclosure requirements of ASC 718 (formerly SFAS No. 123R) "Share~~F-Based Payment" ("ASC 718") 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 ASC 718. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. For stock options, the fair value is determined using an option-pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock and the expected dividends on it, and the risk-free interest rate over the expected life of the option. For restricted stock, the fair value is determined based on the quoted market price. ASC 718 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.9

~~h) Investments~~MOPALS.COM, INC.

~~Purchases~~(A ~~and~~Development ~~sales~~Stage ~~of investments are recognized on a trade date basis. Investments at fair value through profit or loss are initially recognized at fair value. At each financial reporting period, the~~ Company~~’s management estimates the fair value of its investments based on the criteria below and reflects such valuations in the financial statements.~~)

~~Investments~~NOTES ~~which~~TO ~~are~~THE ~~designated,~~CONSOLIDATED based on management’s intentions, as available for sale using the fair value option are reported at fair value. Transaction costs are expensed as incurred in the statements of comprehensive (loss). The determination of fair value requires judgment and is based on market information where available and appropriate. At the end of each financial reporting period, the Company’s management estimates the fair value of investments based on the criteria below and reflects such changes in valuations in the statements of comprehensive (loss). The Company is also required to present its investments (and other financial assets and liabilities reported at fair value) into three hierarchy levels:FINANCIAL STATEMENTS

~~Level~~DECEMBER 131, –2014 ~~investment~~and ~~with quoted market price;~~2013

~~Level~~4. 2SUMMARY –OF ~~investment~~SIGNIFICANT ~~which~~ACCOUNTING ~~valuation technique is based on observable market inputs; and~~POLICIES

~~Level~~The 3accounting –policies ~~investment~~of ~~which~~the ~~valuation~~Company are ~~technique~~in isaccordance ~~based~~with onaccounting ~~non-observable~~principles ~~market~~generally ~~inputs~~accepted in the United States of America. Presented below are those policies considered particularly significant:

~~Privately-held~~Basis ~~investments:~~of Consolidation and Presentation

1.The ~~Securities~~accompanying inconsolidated ~~privately-held~~financial statements ~~companies~~include ~~are initially recorded at cost, being~~ the ~~fair~~accounts ~~value at the time~~ of ~~acquisition. At~~ the ~~end of each financial reporting period~~Company, ~~the~~and ~~Company’s~~its ~~management~~wholly-owned ~~estimates~~subsidiaries. All ~~the~~inter-company ~~fair~~transactions ~~value of investments based on the criteria below~~ and balances ~~reflects~~have ~~such~~been ~~valuations~~eliminated inupon ~~the financial statements~~consolidation. ~~These are included in Level 3.~~

2.Method ~~Upward~~of adjustments are considered appropriate and supported by pervasive and objective evidence such as a significant subsequent equity financing by an unrelated, professional investor at a transaction price higher than the Company’s carrying valueAccounting

3.The ~~Downward~~Company ~~adjustments~~maintains toits ~~carrying~~books ~~values~~and prepares ~~are~~its ~~made~~financial ~~when~~statements ~~there~~on ~~is evidence of a decline in value as indicated by~~ the ~~assessment~~accrual ofbasis ~~the financial condition~~ of ~~the investment based on third party financing, operational results, forecasts, and overall economic outlook~~accounting.

~~The~~Cash ~~resulting~~and ~~values~~Cash may differ from values that would be realized had a ready market existed. The amounts at which the Company’s privately-held investments could be disposed of may differ from the carrying value assigned. Such differences could be material.Equivalents

FThe -Company 9maintains cash and cash equivalents at financial institutions which may exceed federally insured amounts.

~~MOPALS.COM,~~Comprehensive ~~INC.~~Income ~~(FORMERLY~~or ~~MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES~~Loss

~~December~~The 31Company adopted ASC 220-10, ~~2012~~which establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of stockholders’ deficit, and consists of net loss and unrealized gains (loss) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with ASC 715-10. ASU 2011-05 requires the presentation of other comprehensive income to be in a single, continuous statement or in two separate, but consecutive statements. The Company presents in a single, continuous statement.

~~2. Summary~~Earnings ~~of Significant Accounting Policies~~ (~~continued~~Loss) Per Share

iThe Company accounts for earnings per share pursuant to ASC 260-10-05, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) ~~Income~~ ~~Taxes~~per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each period. There were no dilutive financial instruments for the years ending December 31, 2014 and 2013.

~~The~~Financial Company accounts for income taxes pursuant to ASC 740-10, (formerly SFAS No. 109), Accounting for Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements 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 year increased or decreased by the change in deferred tax assets and liabilities during the year.Instruments

jIn accordance with ASC 825-10-50, “Disclosures About Fair Value of Financial Instruments" ("SFAS No. 107") ~~Earnings~~, orthe ~~Loss~~estimated ~~Per~~fair ~~Share~~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 December 31, 2014, the carrying values of accounts payable and accrued liabilities and loans from shareholder approximate the fair value attainable because of the short-term maturity of these instruments.

~~The~~In ~~Company~~accordance ~~accounts~~with ~~for earnings per share pursuant to~~ ASC ~~260~~820-10~~-05 (formerly SFAS No. 128)~~, “~~Earnings~~Defining Fair ~~per~~Value ~~Share~~Measurement”, ~~which requires disclosure on~~ the ~~financial~~Company ~~statements~~adopted ~~of "basic" and "diluted" earnings (or loss) per share. Basic earnings (loss) per share are computed by dividing net (loss) income by~~ the ~~weighted~~standard ~~average~~which ~~number~~defines offair ~~common~~value, ~~stock~~establishes ~~outstanding~~a framework for ~~the~~measuring fair ~~year.~~value ~~Diluted~~in ~~earnings~~generally ~~(loss)~~accepted ~~per~~accounting ~~share~~principles isand ~~computed~~expands bydisclosures ~~dividing~~about ~~net~~fair ~~(loss)~~value ~~income by the weighted average number of common stock outstanding plus potentially dilutive securities (if dilutive) related to stock options and warrants for the year~~measurements.

~~k) Foreign Currency Translation~~Equipment

~~The~~Equipment ~~Company~~is ~~accounts~~stated ~~for~~at ~~foreign currency translation pursuant to ASC 830-10, (formerly SFAS No~~cost. ~~52), “Foreign Currency Translation.” The Company’s functional currency~~ Depreciation is ~~the~~calculated ~~Canadian dollar. All assets and liabilities are translated into United States dollars~~ using the ~~exchange~~following annual rates ~~prevailing at the end of the period. Revenues~~ and ~~expenses~~methods ~~are~~based ~~translated~~on ~~using~~ the ~~average~~estimated ~~exchange~~useful ~~rates~~lives ~~prevailing~~of ~~throughout~~ the ~~year.~~assets:

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

	Computer Hardware	30% declining
	Computer Software	30% declining
	Furniture and Equipment	20% declining

~~Realized foreign currency transaction gains and losses are recognized in operations.~~ F-10

~~l) Comprehensive~~MOPALS.COM, ~~Income or Loss~~INC.

~~The Company adopted ASC 220-10,~~ (~~formerly~~A ~~SFAS~~Development ~~No.~~Stage 130) which establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of stockholders’ deficit, and consists of net loss and unrealized gains (loss) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with ASC 715-10 (formerly SFAS No. 87). ASC 220-10 requires only additional disclosures in the financial statements and does not affect the Company~~’s financial position or results of operations.~~)

~~m) Concentration~~NOTES ofTO ~~Credit~~THE ~~Risk~~CONSOLIDATED FINANCIAL STATEMENTS

~~ASC~~DECEMBER ~~815-10~~31, ~~(formerly~~2014 ~~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.2013

F4. -SUMMARY 10OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~MOPALS.COM,~~Stock-based ~~INC. (FORMERLY MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES~~Compensation

~~December~~The 31Company maintains a stock-based compensation plan under which incentive stock options to buy common stock may be granted to directors, ~~2012~~officers and ~~2011~~employees. Pursuant to ASC 718, the Company recognizes expense for its stock-based compensation based on the fair value of the awards that are granted. The fair values of stock options are estimated at the date of the grant using the Black-Scholes option pricing model, that require the input of highly subjective assumptions. Measured compensation cost is recognized ratably over the vesting period of the related stock-based compensation award. The amount recognized as expense is adjusted to reflect the number of stock options expected to vest. When exercised, stock options are settled through the issuance of common stock and are therefore treated as equity awards. The expected volatility of our common stock is estimated based on the historical performance of the stock.

~~3. Stock-based~~Income ~~Compensation Accrual~~Taxes

The Company ~~has~~accounts ~~accrued~~for ~~expenses~~income taxes pursuant to ASC 740-10, “Accounting for ~~stock~~Income Taxes.” Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities as well as the loss carry-forward that will result in taxable or deductible amounts in the future based ~~compensation:~~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 year.

a.	As of December 31, 2012, the Company has accrued, as stock-based compensation payable, 16,433 (2011 - 16,433) common shares at a price of $0.20 (2011- $0.25) per share for a total of $3,286 (2011- $4,108) payable to certain parties whose agreement was cancelled in 2009.
b.	As of December 31, 2012, the Company has accrued, as stock-based compensation payable, 58,190 (2011 – 55,485) common shares at a price of $0.20 (2011- $0.25) per share for a total of $11,638 (2011- $13,872) payable to parties referred to in notes 10a and 10b.

Use of Estimates

4The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Capital~~ ~~Stock~~Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. The accounting estimate that requires management’s most significant judgment is the measurement of accrued liabilities and stock based compensation.

~~Preferred~~Foreign ~~Stock~~Currency Translation

~~The~~Exchange ~~Company~~differences ~~has~~arising ~~5,000,000~~on ~~shares~~the ~~authorized~~ translation of ~~preferred~~non-monetary ~~stock~~items ~~with~~carried aat ~~par~~fair value ofare ~~$0.0001.~~included ~~The~~in ~~Company~~profit ~~has~~or ~~issued~~loss ~~none~~for the period except for the differences arising on the translation of ~~these~~non-monetary ~~shares~~items asin respect of ~~December~~which ~~31,~~gains ~~2012~~and losses are recognized directly in equity. Exchange differences arising from such non-monetary items are also recognized directly in equity. The Company’s functional and ~~2011~~presentation currency is the United States Dollar.

~~Common~~Recent ~~Stock~~Accounting Pronouncements

OnThe ~~June 9, 2006, the~~ Company ~~completed~~does annot ~~offering~~expect inthe ~~which~~adoption of itrecently issued aaccounting ~~total~~pronouncements ~~of 70,416 shares of its common stock~~ to ~~accredited~~have ~~investors including RE/MAX Ontario-Atlantic Canada Inc., its executives and franchisees, at~~ a ~~price~~significant ~~per~~impact ~~unit~~on ofthe ~~$30.00~~Company’s ~~for~~results ~~an aggregate offering price~~ of $2operations,~~112,470.~~ ~~Purchasers~~financial position ofor ~~these~~cash ~~securities receive the following additional rights and privileges:~~flow.

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.F-11

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

	2012		2011
Number of Warrants Outstanding at Beginning of Year:				14,083
Number of Warrants Exercised:				-
Warrants Expired:				14,083
Number of Warrants Outstanding at End of Year:		-		-

(A Development Stage Company)

FNOTES -TO 11THE CONSOLIDATED FINANCIAL STATEMENTS

~~MOPALS.COM,~~DECEMBER ~~INC. (FORMERLY MORTGAGEBROKERS.COM HOLDINGS~~31, ~~INC.)~~2014 ~~AND~~and ~~SUBSIDIARIES~~2013

~~December~~5. ~~31,~~PREPAID ~~2012~~AND ~~and~~OTHER ~~2011~~ASSETS

4. Capital Stock (continued)

	2014		2013
Prepaid Assets	$	122,302	$	19,594
Harmonized Sales Tax		121,662		125,688
Other Assets		-		10,548
Total	$	243,964	$	155,830

~~Equity~~The ~~Compensation~~Harmonized ~~Plan~~Sales Tax (“HST”) is a federal - provincial harmonized sales tax that applies to the supply of most property and services in Canada. Generally, HST registrants must charge and account for the HST on taxable supplies of property and services made in Canada. The HST rate in Ontario is 13%. Registrants collect the HST on most of their sales and pay HST on most purchases they make to operate their business. They can claim an input tax credit, to recover the HST paid or payable on the purchases they use in their commercial activities.

~~On February~~ 6~~, 2003 and as amended on February 14, 2003, the Company adopted the 2003 Equity Compensation Plan to attract and retain high quality personnel~~. The adequacy of this plan is evaluated annually by Company management. As of December 31, 2012, no options had been issued under this plan. The disclosures made in the 2005 Audited Financial Statements (10-KSB - Item 10. Executive Compensation) and the `Amendment to License Agreement between RE/MAX and Mortgagebrokers.com Holdings, Inc.' dated May 25, 2006 (8-K - Schedule `A' 1. Outstanding Options) documenting the equity compensation of employees has not been implemented as of December 31, 2012. Until the new employment contracts have been formally and legally executed, the existing employment contracts of the Company are still in effect.EQUIPMENT

~~Service~~The ~~Compensation~~net ~~Plan~~book value of equipment as of December 31, 2014 was as follows:

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 166,667, the adequacy of which will be evaluated annually.

	Cost		Amortization		Net Book Value
Computer hardware	$	19,961	$	7,437	$	12,524
Computer Software		27,462		13,027		14,435
Furniture & Equipment		8,620		2,866		5,754
Total	$	56,043	$	23,330	$	32,713

~~5. Treasury~~The ~~Stock~~net book value of equipment as of December 31, 2013 was as follows:

During 2010, the Company acquired 1,293 common shares of the Company on the open market, at an average price of $1.50 per share for a total of $2,052. In 2007, the Company acquired 417 common shares of the Company, on the open market, at an average price of $18 per share for a total of $7,455. In 2006, the Company acquired 1,053 common shares of the Company, on the open market, at an average value of $16.80 per common share, for a total of $17,779. The total treasury stock held at December 31, 2012 is 2,763 (2011 – 2,763) at a total price of $27,286 (2011 - $27,286).

	Cost		Amortization		Net Book Value
Computer hardware	$	19,844	$	3,823	$	16,021
Computer Software		30,369		8,779		21,590
Furniture & Equipment		9,402		2,095		7,307
Total	$	59,615	$	14,697	$	44,918

FDepreciation -expense 12since August 7, 2012 (inception) amounted to $25,568 including depreciation expenses for computer hardware, computer software and furniture and equipment. Depreciation expense for the years ending December 31, 2014 and 2013 was $10,350 and $14,115, respectively.

~~MOPALS~~7.~~COM,~~ ~~INC.~~ADVANCES ~~(FORMERLY~~FROM ~~MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES~~SHAREHOLDER

As of December 31, ~~2012~~2014, the controlling shareholder and ~~2011~~Chief Executive Officer of the Company had advanced $1,125,671 (2013- $652,633) to fund the working capital of the Company. The advances are unsecured, non-interest bearing and due on demand.

68. ~~Fair~~ ~~value~~COMMITMENTS of& ~~financial instruments~~CONTINGENCIES

~~The~~On ~~Company~~February ~~applies~~10, ~~fair~~2014, ~~value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in~~ the ~~financial statements on a recurring basis. The~~ Company ~~defines~~entered into ~~fair value as the price that would be received from selling an asset or paid to transfer~~ a ~~liability~~new inlease ~~orderly~~agreement ~~transaction between market participants at the measurement date. When determining the fair value measurements~~ for ~~assets~~office and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent to valuation techniques, transfer restrictions and credit riskspace. ~~Fair~~The ~~value~~schedule isbelow ~~estimated~~outlines ~~by applying~~ the ~~following~~expected ~~hierarchy,~~remaining ~~which~~lease ~~prioritizes~~payments ~~the~~over ~~inputs used to measure fair value into three levels and bases~~ the ~~categorization~~life ~~within the hierarchy upon the lowest level~~ of ~~input that is available and significant to~~ the ~~fair value measurement:~~lease.

Level 1 – investment with quoted market price;

2015	$	145,980
2016		146,445
2017		156,022
2018		53,071

~~Level~~In 2the –normal ~~investment~~course ~~which~~of ~~valuation~~business, ~~technique~~the Company isbecomes ~~based~~involved in various legal actions seeking compensatory and occasionally punitive damages, including actions brought on ~~observable~~behalf ~~market~~of ~~inputs;~~various purported classes of claimants and claims relating to employee and third-parties.

~~Level 3 – investment which valuation technique is based on non~~F-~~observable market inputs.~~12

~~The~~MOPALS.COM, ~~Company has determined the carrying values of its financial instruments as follows:~~INC.

i.	The carrying values of cash, loan receivable, accounts payable and accrued liabilities and amounts due to related parties approximate their fair values due to the short-term nature of these instruments. These have been classified as Level 2 assets and liabilities.
ii.	Investments are carried at amounts in accordance with the Company’s accounting policy (see note 2) and have been classified as Level 3 assets.

(A Development Stage Company)

~~The~~NOTES ~~following~~TO ~~table~~THE ~~presents~~CONSOLIDATED the changes in fair value measurements of financial instruments classified as Level 3 for the years ended December 31, 2012 and 2011. These financial instruments are measured at fair value utilizing non-observable market inputs. The net unrealized losses are recognized in the statements of comprehensive (loss).FINANCIAL STATEMENTS

Investments, fair value	Year ended December 31,
	2012			2011
Balance, beginning of year	$	-		$	-
Net shares transferred	$	80,006		$	-
Unrealized loss, net	$	(40,204	)	$	-
Balance, end of year	$	39,802		$	-

DECEMBER 31, 2014 and 2013

79. ~~Earnings~~ orCAPITAL ~~Loss Per Share~~STOCK

The Company calculates basic earnings per common share using net loss divided by the weighted-average number of common shares outstanding. The Company calculates diluted earnings per common share in the same manner as basic, except we use the weighted-average number of diluted common shares outstanding in the denominator, when the stock options and warrants are not anti-dilutive.a) Authorized

	2012		2011
Weighted average number of common shares outstanding		1,294,993		1,295,128
Warrants
Stock Based Compensation payable (RE/MAX)		16,433		16,433
Stock Based Compensation payable (Other)		58,190		55,485
Weighted-average number of diluted common shares outstanding		1,369,616		1,367,046

100,000,000 Common Shares with a par value of $0.0001.

Fb) ~~- 13~~ Issued

~~MOPALS~~On March 27, 2013, 1,294,993 shares were issued to Mopals.~~COM~~com, ~~INC~~Inc. ~~(FORMERLY~~shareholders. ~~MORTGAGEBROKERS~~1,920,000 common shares were issued against a share subscription at a price of $0.~~COM~~25 ~~HOLDINGS~~per share on July 2, ~~INC~~2013.) ~~AND~~An ~~SUBSIDIARIES~~additional 959,000 common shares were issued against the same share subscription at $0.25 per share. The Company issued 275,000 common shares in September 2013 to an Ontario numbered corporation for services to be rendered. On February 10, 2014, 250,000 common shares were issued to the landlord as a guarantee for the lease of the premises and valued at $62,500 based on the current stock price on the date of issuance of $0.25. An additional 105,891 common shares were issued against a share subscription at a price of $0.25 per common share during the year ended December 31, 2014.

~~December~~c) ~~31,~~Stock ~~2012 and 2011~~Options

8In July, 2013, options were issued to three directors who signed Directors Agreements allowing them to purchase 300,000 shares each at a strike price of $0. ~~Income~~25 ~~Taxes~~per share. These were signed on July 1, July 3, and July 6 respectively. On December 7, 2013, an additional director was hired with the same option plan. On October 25, 2014, an additional director was hired and granted stock options allowing him to purchase 400,000 common shares each at a strike price of $0.35 per share. As of December 31, 2014, none of these options had been exercised. These option plans also contain options that will occur in the second and third years of employment with Mopals, the details of the total option plans are outlined below:

~~The~~2013 ~~Company~~Director has paid no federal, state or provincial income taxes. As of December 31, 2012, the Company had net operating loss carry forwards for federal income tax reporting purposes of approximately $6,539,792 which, if unused, will expire in various years beginning in 2015. The tax effect of the operating loss carry forwards and temporary differences at December 31, 2012 and 2011 are as follows:Agreements

	2012			2011
Year	Options			Strike Price
Deferred Income Tax Assets:
1		1,200,000		$	0.25
Net Operating loss carry forward	$	1,732,235		$	1,633,167
2		1,200,000		$	0.35
Net book value and tax value differences		-			(29,181	)
3		1,200,000		$	0.40
Valuation allowance for deferred income tax assets		(1,732,235	)		(1,603,986	)
Total deferred tax effect	$	-		$	-

~~The~~2014 ~~following~~Director ~~is a reconciliation of the income tax benefit computed using the combined Canadian federal and provincial statutory rate of 26.5% (2011 - 28%) rate to the provision for income taxes:~~Agreement

	2012		2011
Year	Options		Strike Price
Deferred Tax Provision:
1		400,000	$	0.35
Expected income tax benefit	$	182,269	$	438,202
2		500,000	$	0.55
Stock based compensation		810		3,333
3		500,000	$	0.65
Valuation allowance		183,079		441,535
Provision for income taxes	$	-	$	-
Current Tax Provision:
Federal and Provincial income tax	$	-	$	-

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

~~Effective~~On ~~January~~December 13, ~~2007~~2013, ~~the~~investors ~~Company~~delivered ~~adopted~~a ~~the~~total ~~provisions~~ of ~~FASB~~$498,862 ~~Accounting~~to ~~Standards~~purchase ~~Codification Topic 740~~2,000,000 ~~Accounting~~common shares ~~for~~of ~~Uncertainty in Income Taxes. ASC 740 clarifies~~ the ~~accounting~~Company ~~for~~issued ~~uncertainty~~at in$0.25 ~~income~~per ~~taxes recognized in an enterprise's financial statements~~share. ~~The~~On ~~standard~~October ~~prescribes~~30, 2014, a ~~recognition~~director ~~and~~of ~~measurement method for~~ the ~~financial~~Company ~~statement~~delivered ~~recognition~~$223,350 ~~and measurement of a tax position taken or expected~~ to ~~be taken in a tax return. The standard also provides guidance on recognition~~purchase 1, ~~classification~~000,000 ~~interest~~common ~~and~~shares ~~penalties,~~of ~~accounting~~the inCompany ~~interim~~issued ~~periods,~~at ~~disclosure~~$0.25 ~~and~~per ~~transition~~share. ~~The~~ ~~Company~~As ~~considers~~of ~~many~~December ~~factors~~31, ~~when evaluating and estimating the tax positions and tax benefits~~2014, ~~which~~these ~~may~~common ~~require~~shares ~~periodic~~had ~~adjustments and which may~~ not ~~accurately~~been ~~forecast actual outcomes~~issued.

~~Based on a review of the tax positions, the Company was not required to record a liability for unrecognized tax benefits as a result of adopting ASC 740~~10. ~~Further,~~ ~~there~~SHARE ~~has~~SUBSCRIPTIONS ~~been no change during the years ended December 31, 2012 and 2011. Accordingly, the Company has not accrued any interest and penalties through December 31, 2012.~~RECEIVABLE

FOn -December 1421, 2012, the Company agreed to issue 9,000,000 shares of the Company to private investors for subscriptions receivable of $2,250,000. On December 31, 2014, the balance of the subscription receivable was $1,503,775 (2013 - $1,530,520).

~~MOPALS.COM, INC. (FORMERLY MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES~~F-13

~~December 31~~MOPALS.COM, ~~2012 and 2011~~INC.

~~9. Discontinued~~(A ~~Operations~~Development Stage Company)

~~The~~NOTES ~~business~~TO ~~that~~THE ~~formerly~~CONSOLIDATED comprised Mortgagebrokers.com Inc. (the operating company) is classified as a discontinued operation and presented in a separate line on the consolidated statements of operations and comprehensive (loss).FINANCIAL STATEMENTS

~~Since~~DECEMBER ~~2011 as a result of the reported ongoing operating losses~~31, ~~management~~2014 ~~has been actively exploring restructuring options to reduce Company overhead expenses. Based upon the 2011 year-end financial results~~ and ~~the 2012 first quarter financial results of operations and in consideration of:~~2013

111. ~~the~~STOCK-BASED ~~ongoing loss of cash from operating activities;~~COMPENSATION

2.The anCompany’s ~~eroding~~Stock ~~margin~~Option ~~brokerage~~Plan ~~marketplace~~is currently being established in ~~Canada~~order to enable the Company to attract and retain the services of highly qualified and experienced directors, officers, employees and consultants, and to give such persons an interest in the success of the Company and its subsidiaries. The options and awards will be granted at the discretion of the Board of Directors. The fair value of each option granted is estimated at the time of grant using the Black-Scholes option pricing model using the following weighted average assumptions:

3.2014 ~~current~~Options ~~equity market conditions not being favorable limiting the liquidity the company's share.~~Granted

4. the increasingly high costs associated with administering the a publicly traded company,

Fiscal Year ended December 31, 2014

Exercise Price	$	0.44
Risk-free interest rate		0.49	%
Expected term (years)		3.15
Expected volatility		243	%
Expected dividend yield		0	%

~~The~~2013 ~~Director~~Options has decided to privatize the operations (the “Mortgage Brokerage Business”) through their sale to a private company under common control (“Mortgage Brokerage Privatization”). As previously noted in our 2011 filings, in an effort to reduce overhead costs, and in exchange for the provision of ongoing working capital deficit funding, in 2011, all human resources for the Company were consolidated into a related party company who provided back office corporate services to the Company on a cost allocation basis. Over 2012, in an effort to further reduce overhead expenses and in preparation for the inevitable Mortgage Brokerage Privatization, all brokerage services including mortgage brokerage licensure, branding, mortgage agent back office operations, training and technology platforms were outsourced to the same related party company.Granted

There is no timetable for completing this process; however, management will make best efforts to complete the Mortgage Brokerage Privatization within the first half of 2013. It is anticipated that following the sale to a private company under common control that there will be no continuing relationship between continuing and discontinued operations.

Fiscal Year ended December 31, 2013

Exercise Price	$	0.25
Risk-free interest rate		3.00	%
Expected term (years)		3
Expected volatility		107	%
Expected dividend yield		0	%

~~The~~During ~~following~~the isyear aended ~~summary~~December 31, of2014, the ~~net~~Company ~~assets~~granted ~~held~~100,000 ~~for~~common ~~sale~~shares asto ofcertain ~~December~~employees. 31These common shares vest over 12 months. These shares were valued at $16,666 ~~2012~~based on the current stock price at the date of grant of $0.25 and ~~2011~~an estimated forfeiture rate of 33%, of which ~~consists~~$7,808 ofwas ~~the~~accrued ~~net~~at ~~assets~~December of31, 2014 and recorded as stock based compensation on the ~~brokerage~~consolidated statements of operations.

Assets	2012			2011
Cash	$	76,738		$	903,413
Prepaid expenses		41,735			22,631
Loan receivable (note 11 (e))		88,913			-
Investments (note 11 (e))		39,802			-
Property, plant and equipment, net and equipment under capital lease (1)		48,002			63,951
Total Assets Held for Sale		295,190			989,995
Liabilities
Accounts payable and accrued liabilities (note 11 (b))		255,318			1,014,385
Employee tax deductions payable		-			144,594
Due to related parties (2)		3,420,605			2,409,646
Total Liabilities Held for Sale		3,675,923			3,568,625
Net Assets Held for Sale		(3,380,733	)		(2,578,630	)

All of the director stock options begin vesting immediately over 12 months and expire on the third anniversary of the grant date. The Company granted 1,600,000 stock options to directors in 2014 (2013 – 1,200,000) and 250,000 stock options to the landlord in 2014 (2013 – nil). The following table summarizes the stock option activities of the Company:

F - 15

	Number of Options		Weighted Average Exercise Price
Balance, December 31, 2012		-		-
Granted		1,200,000		0.25
Balance, December 31, 2013		1,200,000		0.25
Granted		1,850,000		0.44
Balance, December 31, 2014		3,050,000		0.36

~~MOPALS.COM, INC. (FORMERLY MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES~~F-14

~~December 31~~MOPALS.COM, ~~2012 and 2011~~INC.

~~9. Discontinued~~(A ~~Operations~~Development ~~(continued~~Stage Company)

~~(1) Property,~~NOTES ~~plant~~TO ~~and~~THE ~~equipment,~~CONSOLIDATED ~~net and equipment under capital lease~~FINANCIAL STATEMENTS

						Net Book Value			Net Book Value
			Accumulated			December 31,			December 31,
	Cost		Depreciation			2012			2011
Furniture and equipment	$	192,925		$	154,311		$	38,614		$	51,184
Computer equipment		41,839			33,238			8,601			11,725
Equipment under capital lease		7,162			6,375			787			1,042
	$	241,926		$	193,924		$	48,002		$	63,951

DECEMBER 31, 2014 and 2013

~~(2) Due~~11. toSTOCK-BASED ~~related~~COMPENSATION ~~parties~~(Continued)

AsThe ofCompany’s ~~December~~computation ~~31,~~of ~~2012,~~expected volatility for the ~~controlling~~years ~~shareholder~~ended December 31, 2014 and ~~Chief~~2013 ~~Executive~~is ~~Officer~~based ofon the Company’s ~~and~~market aclose ~~company~~price ~~controlled~~over bythe ~~this~~period ~~same~~equal to ~~individual~~the ~~had~~expected ~~advanced~~life ~~$3,420,605~~of ~~(2011~~the -options. ~~$2,409,646)~~The toCompany’s ~~fund~~computation ~~the~~of ~~working~~expected ~~capital~~life ofreflects ~~the~~actual ~~Company.~~historical ~~The~~exercise ~~advances~~activity and ~~are~~assumptions ~~unsecured,~~regarding ~~non-interest~~future ~~bearing~~exercise ~~and~~activity ~~due~~of onunexercised, ~~demand~~outstanding options.

The ~~assets~~Company’s ~~and~~expected ~~liabilities~~dividend yield tois be0%, ~~sold~~since ~~meet~~there ~~the~~is ~~accounting~~no ~~criteria~~history toof bepaying ~~classified~~dividends asand ~~held~~there ~~for~~are ~~sale~~no ~~and~~plans ~~have~~to ~~been~~pay ~~aggregated~~dividends. ~~and~~The ~~reported~~Company’s onrisk-free interest ~~separate~~rate ~~lines~~is ofthe Canadian Treasury Bond rate for the ~~consolidated~~period ~~balance~~equal ~~sheets~~to the expected term.

~~Results~~The total number of ~~Discontinued~~options ~~Operations~~outstanding as at December 31, 2014 was 3,050,000 (2013 – 1,200,000). The weighted average grant date fair value of the options granted during the year ended December 31, 2014, was $0.24 (2013 - $0.40).

~~The~~As ~~amounts~~at inDecember 31, 2014, the ~~tables~~Company had ~~below~~1,450,000 ~~reflect~~(2013 ~~the~~– ~~operating~~nil) ~~results~~vested options. As at December 31, 2014, the number of unvested options expected to vest (including the ~~business~~impact ~~reported~~of asexpected ~~discontinued~~forfeitures) ~~operations.~~had ~~The~~been ~~amounts~~estimated at 1,600,000 (2013 – 1,200,000) with a weighted average contractual life of ~~any~~3 ~~gains~~years or(2013 ~~losses~~– ~~related~~3 toyears) and exercise price of $0.35 (2013 - $0.25). As at December 31, 2014, the ~~disposals~~total fair value of future expense to be recorded in subsequent periods (assuming no forfeiture occurs) is $259,253 (2013 - $285,739). The weighted average time remaining for these ~~discontinued~~options ~~operations~~to ~~are~~vest ~~excluded~~is 0.67 years (2013 – 0.61 years).

	2012			2011
Revenues	$	3,638,185		$	13,498,395
Net (Loss) from Discontinued Operations		(508,477	)		(1,376,943	)

The Company recognizes compensation expense for the fair values of stock options using the graded vesting method over the requisite service period for the entire award.

~~These~~The ~~financial~~following ~~statements~~table ~~are~~presents ~~being~~information relating ~~presented~~to instock ~~accordance~~options ~~with~~outstanding ~~the FASB ASC 205-20, “Discontinued Operations,” which sets forth the financial accounting~~ and ~~reporting~~exercisable ~~requirements~~at ~~for~~December the discontinued operations of a component of an entity. A component of an entity comprises the operations and cash flows that can be clearly distinguished from the rest of the entity. A component of an entity may be a reportable or an operating segment31, ~~a reporting unit, a subsidiary or an asset group~~2014.

FASB ASC 205-20 uses a single accounting model to account for all long-lived assets set for disposal. This includes asset disposal groups meeting the criteria for presentation as a discontinued operation as specified in the standard. A long-lived asset group classified as held for sale should be measured at the lower of its carrying amount or fair value, less cost to sell. Additionally, a loss shall be recognized for any write-down to fair-value less cost to sell. A gain shall be recognized for any subsequent recovery of cost. Lastly, a gain or loss not previously recognized from the sale of the asset disposal group should be recognized at the date of sale.

Options Outstanding						Options Exercisable
Number of Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
	1,200,000		1.61	$	0.25		1,200,000	$	0.25		1.61
	1,600,000		2.68		0.35		-		0.35		2.68
	250,000		3.32		1.00		250,000		1.00		3.32
	3,050,000		2.31	$	0.36		1,450,000	$	0.38		1.90

FThe Company recorded $418,827 in employment expenses for share-based 16compensation expense and $59,802 as a prepaid expense related to the deposit on the leased premises for the year ended December 31, 2014 (2013 - $189,197) with the corresponding credits to Additional Paid in Capital.

~~MOPALS.COM, INC. (FORMERLY MORTGAGEBROKERS.COM HOLDINGS, INC.) AND SUBSIDIARIES~~F-15

~~December 31~~MOPALS.COM, ~~2012 and 2011~~INC.

~~10. Commitments~~(A ~~and~~Development ~~Contingencies~~Stage Company)

~~Commitments~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~The~~DECEMBER ~~Company has entered into agreements with various parties~~31, ~~whereby~~2014 ~~the Company is committed to issue compensatory warrants~~ and ~~stock as part of the Service Plan to mortgage agents and strategic alliance partners.~~2013

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 Inc12. ~~(“RE/MAX”)~~LOSS orPER 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 $30 per share or the twenty day average closing price following the Effective Date.SHARE

~~Since~~The ~~the~~Company ~~conversion~~calculates ~~ratio~~basic ofearnings per ~~dollar~~common ~~value~~share ofusing ~~warrants~~net ~~into~~income ~~shares~~divided isby ~~fixed,~~the ~~but~~weighted-average ~~the~~number ~~share~~of ~~price~~common ~~fluctuates,~~shares ~~the~~outstanding. ~~accrual~~The toCompany ~~expense~~calculates ~~the~~diluted earnings ~~value~~per ofcommon share in the ~~warrants~~same ~~earned~~manner byas ~~the~~basic, ~~mortgage~~except ~~agents~~we ~~and~~use ~~strategic~~the ~~alliance~~weighted-average ~~partners~~number ~~will~~of ~~fluctuate~~diluted ~~with~~common ~~the~~shares ~~share~~outstanding in ~~price~~the atdenominator, when the ~~end~~stock ofoptions ~~each~~and ~~period~~warrants are not anti-dilutive.

The Company has entered into agreements with the following parties:

	December 31, 2014		December 31, 2013
Weighted average number of common shares outstanding		45,684,825		42,052,529
Weighted-average number of diluted common shares outstanding		45,684,825		42,052,529

~~a) Independent~~13. ~~Mortgage~~INCOME ~~Agents/Loan Officers~~TAXES

~~Pursuant~~The toCompany aaccounts 5for ~~year~~income ~~Mortgage~~taxes in ~~Agent~~accordance ~~Agreement,~~with ~~the~~ASC ~~Company~~740-20, is(formerly ~~committed~~SFAS toNo. ~~issuing~~109). ~~warrants,~~ASC at740-20 noprescribes ~~cost,~~the ~~for~~use ~~common stock~~ of the ~~Company~~liability inmethod ~~two~~whereby ~~series~~deferred tax toasset ~~mortgage~~and ~~agents~~liability ~~licensed~~account ~~with~~balances ~~the~~are ~~Company~~determined based on ~~their~~differences ~~annual~~between ~~mortgage~~the ~~origination~~financial ~~sales~~reporting ~~volume,~~and ~~which~~tax bases of assets and liabilities and are ~~summarized~~measured asusing ~~follows~~the ~~based~~enacted ontax ~~current~~rates. ~~formulae:~~The effects of future changes in tax laws or rates are not anticipated.

~~Series~~Under IASC ~~Warrants~~740-20 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.

~~“Average~~As ~~Volume”:~~of ~~defined~~December 31, 2014, the Company did not have any amounts recorded pertaining to uncertain tax positions. Deferred taxes as at December 31, 2014 and 2013 have not been recorded due to the ~~average~~fact ~~best~~that ~~three~~they ~~out~~are fully reserved. The Company files federal and provincial income tax returns in Canada and federal, state and local income tax returns in the U.S., as applicable. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three to five years from the date of the original notice of assessment in ~~funded~~respect ~~mortgage~~of ~~origination~~any ~~volume~~particular taxation year. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state.

~~Number of Warrants: $8,257 worth of warrants divided by the Strike Price, per CAD $10 million in Average Volume, adjusted on a pro rata basis, no minimum or maximum thresholds~~14. ~~The~~RELATED ~~warrants~~PARTY ~~are convertible in common shares on a 1:1 basis.~~TRANSACTIONS

~~Earnings~~During ~~Period:~~the ~~Series~~year Iended ~~warrants~~December ~~are~~31, 2014, ~~earned~~a indirector of the ~~first~~Company 5delivered ~~years~~$223,350 ~~following~~to purchase 1,000,000 common shares of the ~~Effective~~Company ~~Date;~~issued at $0.25 per share. These common shares have been recorded as shares to be issued.

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

See Note 7.

~~Series~~15. IICOMPARATIVE ~~Warrants~~FIGURES

~~“Annual~~Certain ~~Volume”:~~of ~~defined as~~ the ~~total~~prior ~~mortgage~~years ~~origination~~comparative figures ~~volume~~have ~~executed~~been ~~per~~reclassified 12to ~~month~~conform ~~period~~to ~~following~~ the ~~Effective~~current ~~Date~~year ~~and subsequent 12 month periods following the anniversary dates of the Effective Date~~presentation.

~~Number of Warrants: $1,651 worth of warrants divided by the Strike Price per CAD $10 million in Annual Volume, adjusted on a pro rata basis, no minimum or maximum thresholds~~16. ~~The~~SUBSEQUENT ~~warrants are convertible in common shares on a 1:1 basis.~~EVENT

	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

Subsequent to December 31, 2014, the Company received a subscription for 100,000 common shares of the Company at $0.25 per share for gross proceeds of $25,000.

F - 17 16

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

December 31, 2012 and 2011

10. Commitments and Contingencies (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 issue warrants (“SERIES III Warrants”) that are divided amongst the Maxwell Franchisor, Franchisee and referring Sales Agent.

	Annual Volume:	defined as the total funded mortgage origination volume from Maxwell lead referral executed per 12 month period following the Effective Date and subsequent 12 month periods following the anniversary dates of the Effective Date
	Number of Warrants:	$3,000 worth of warrants divided by the Strike Price per CAD $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) The Company has signed lease agreements for computer and office equipment. Committed annual payments are as follows:

2013 $ 1,241

d) Contingencies

On March 5, 2010, MortgageBrokers.Com Financial Group of Companies Inc. (“FGOC”), a wholly owned subsidiary of Mortgagebrokers.com Holdings, Inc., commenced an action in the Ontario Superior Court of Justice in Ontario, Canada against Ralph Canonaco. The statement of claim filed by FGOC asserted the failed collection of a liquidated debt in the amount of $500,000 arising out of a brokerage agreement. On September 9, 2010, Ralph Canonaco and various other parties commenced an action in the Ontario Superior Court of Justice in Ontario, Canada against FGOC and various other related parties. The statement of claim filed by Ralph Canonaco et. al. asserted fraud, fraudulent misrepresentation and conspiracy in the amount of $35,000,000, unjust enrichment in the amount of $950,000, breach of trust and misappropriation of trust funds in the amount of $50,000, and breach of contract in the amount of $50,000, arising out of a brokerage agreement and the associated services provided. On December 21, 2011, FGOC filed a statement of defence and counterclaim. FGOC countered for the following: (i) $500,000 in liquidated damages, plus 6% per annum interest; (ii) approximately $724,000 in damages owed pursuant to an agreement; and (iii) $2,500,000 in interest and punitive damages. Company management will vigorously defend itself in this action and believes that the Company has no liability in this matter.

F - 18

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

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

10. Commitments and Contingencies (continued)

On January 25, 2010, MortgageBrokers.com Financial Group of Companies Inc. (“FGOC”), a wholly owned subsidiary of MortgageBrokers.com Holdings, Inc., commenced an action in the Ontario Superior Court of Justice in Ontario, Canada against a number of parties including Mortgage Brokers City Inc. and its principals Mike Hapke, Frank Napolitano, Jeff Cody and York Polk who were former mortgage agents of the Company. The statement of claim filed by FGOC asserted a number of claims in the aggregate amount of approximately CDN $19 million, arising out of loan and promissory note agreements and advances made to these individuals and clauses in mortgage agent license agreements with the defendants, in particular, non Solicitation of Mortgage agents. In addition, claims were made against the defendants for passing off their brokerage for that of the plaintiffs including continuing to operate a brokerage after agreement termination with all of the trappings they had been using to identify their brokerage when working for the plaintiffs. On April 5, 2010, the defendants counter claimed against a number of parties including FGOC in the Superior Court of Justice in Ontario, Canada. The counter claim asserted a number of claims in the amount of $550,000 arising out of commission holdbacks by the Company. The counter claim was settled following the plaintiffs paying out agent commissions of $223,734 and placing $373,244 with the Court pending a resolution to the plaintiff’s original claim. Mortgage Brokers City has also challenged a MortgageBrokers.com Holdings, Inc. registered trademark in the Federal Court of Canada. The claim is based on the ground that the trademark is “not distinctive” as defined under the Trade-Marks Act and should not have been registered. This litigation was related to the afore mentioned Mortgage Brokers City Inc. litigation in that an aspect of FGOC’s claim against Mortgage Brokers City is that they infringed upon FGOC’s registered trademarks.

F - 19

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

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

11. Related Party Transactions in Discontinued Operations

a) Shared services

During 2012, Pacific Mortgage Group Inc. (“PMGI”), charged the Company rent of $102,844 (2011 - $157,500). PMGI and the Company are under common control. The related cost is included in loss from discontinued operations on the consolidated statements of operations and comprehensive (loss).

b) Broker Reward Programs

Radius Financial Inc. (“Radius”), a company under common control, funds a rewards program to compensate mortgage brokers under contract to the Company. During the year ended December 31, 2012, the Company received broker rewards of $10,731 (2011 - $24,887) for its brokers from Radius which is included in liabilities held for sale on the consolidated balance sheets.

c) Mortgage loan origination

The Company originated mortgages through its mortgage broker networks, earning the commissions related to these mortgage originations. During the year ended December 31, 2012, Radius paid $220,839 (2011- $410,000) in broker commissions to the Company. These amounts are included in revenues (note 9) and included in loss from discontinued operations on the consolidated statements of operations and comprehensive (loss). These amounts are calculated and paid on normal commercial terms.

d) Bonus

During the year ended December 31, 2012, the Company declared a bonus of $nil (2011 - $437,094), to the controlling shareholder and Chief Executive Officer. The related cost is included in loss from discontinued operations on the consolidated statements of operations and comprehensive (loss).

These transactions are entered into in the normal course of business and are recorded at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

e) Investments and Loan Receivable

During the year ended December 31, 2012, the controlling shareholder and Chief Executive Officer transferred shares in a private corporation and a loan receivable totaling $159,200 to the Company. These amounts are included in assets held for sale, at their respective fair values, on the consolidated balance sheets.

12. Subsequent Events

As discussed in the Form 8-K filed March 26, 2013 with the United States Securities and Exchange Commission,

“On March 26, 2013, (the “Closing Date”), MortgageBrokers.com Holdings, Inc. (the “Company”, “we”, “our”) entered into a share exchange agreement (the “Exchange Agreement”) by and among (i) the Company, (ii) MoPals, Inc., a Nevada corporation (“MoPals (Nevada)”); (iii) Alex Haditaghi (“Company Principal Shareholder”) and (iv) the shareholders of MoPals (Nevada) (“MoPals Nevada Shareholders”). Pursuant to the terms of the Exchange Agreement, the Company acquired 100% of the issued and outstanding equity securities of MoPals (Nevada) in exchange for the issuance of 50,000,000 shares of the Company’s common stock, par value $0.0001 per share (each a “Share” and collectively, the “Common Stock”)(the “Share Exchange”).

Immediately prior to and concurrent with execution of the Share Exchange, the Company entered into an Agreement of Sale, dated March 26, 2013 (the “Agreement of Sale”) pursuant to which the Company transferred to MortgageBrokers.com Canada Inc., a Canada Corporation, all of the Company’s equity interest in the Company’s mortgage brokerage business and MortgageBrokers.com Canada Inc. agreed to assume any and all liabilities associated with the Company’s mortgage brokers business, including, but not limited to the commitments, liabilities and contingent liabilities, effective immediately prior to closing of the Share Exchange.”

See Note 1.

F-20

Filing Compare · MOPALS.COM, INC.