INVESTING IN 7.0% CLASS A PREFERRED SHARES (the “Preferred Shares”)

The Equity Shoppe is accepting subscriptions to its Class A Preferred Shares, Series A. As outlined on our home page, The Equity Shoppe is engaged in the mortgage investment banking and mortgage brokering business in Ontario. It is a registered mortgage administrator and brokerage (FSCO License No. 16242 and 16243). The product of The Equity Shoppe is effectively mortgages. It sources mortgages for investment, and administers portfolios of mortgages, for its investing clients (more than $15M under management), and funds mortgages on its own account.

The highlights of this offering include the following:

♦ The Shares pay a cumulative 7.0% dividend. Because this payment will be received by investors as a dividend, investors may qualify for the Canadian dividend tax credit with respect to these payments. If you qualify (which is based on your individual tax circumstances), and you are in the top tax bracket, your after-tax yield will be increased by approximately 50 basis points.

♦ The Company is raising a total of $10.0M from this offering. Investment is by way of Offering Memorandum only. The minimum and maximum investment allowed by any one investor is dictated by Ontario securities law. In summary, the following rules apply :

Eligible Individual Investors: This category of individual investor can invest up to $30,000.00 in the Company in any 12 month period. The following criteria define an eligible investor.

1.   An individual who has earned at least $75,000 in each of the last two years prior to the date of investment, or $125,000 in combination with his or her spouse in each of the last two years prior to the year of investment; or

2.   An individual has net assets either personally or together with his or her spouse in excess of $400,000.00.

In addition provided before investing you obtain the advice of a registered financial professional, which includes any of an exempt market dealer or agent, and provided you qualify as an eligible investor, you can invest up to $100,000.00 in the Company in any 12 month period.

If you do not qualify as an eligible investor, you can still invest in the Company but your investment is limited to $10,000.00 in any 12 month period.

Accredited Investors: If you are an accredited investor there is no limit as to how much you invest in the Company. This term is defined by Ontario securities law. The primary qualification criteria for individual investors are as follows:

1.   An individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000.00;

2.   An individual whose net income before taxes exceeded $200,000.00 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000.00 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year

♦ The minimum hold period is 180 days. After that, the Preferred Shares are redeemable by investors on 90 days notice and are retractable by The Equity Shoppe on 90 days notice to the investor. To ensure there are sufficient assets to honour all redemption requests, The Equity Shoppe shall be required at all times to maintain a portfolio of mortgage investments, guaranteed investment certificates, marketable securities, accounts receivable, and cash, net of all debt, having a value equal to or greater than the invested capital in the issued and outstanding Preferred Shares

♦ It is our objective to access the capital markets via a public offering upon this Preferred Share offering being fully subscribed to. Upon obtaining an initial public listing, the Class A Preferred Shares will be convertible to Common Shares at 90% of the initial public offering price at the option of the holder. This objective, however, is just that: our objective, and this intention should not be relied upon as a representation or a guarantee that a public listing will be obtained.

♦ As a registered mortgage administrator regulated the Financial Services Commission of Ontario (FSCO), the Company is required to have audited statements completed annually which must be filed with FSCO. Investors will be provided with the Company’s audited statements for each fiscal period within 120 days of year-end

If interested in learning more about this investment opportunity, please contact the office for an appointment to discuss at 905-568-1957.