IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c. 29, as amended (the “Act”), in particular sections 19, 21, 35, 38, and 39;

AND IN THE MATTER OF 2748204 Ontario Inc. operating as Flex Home Loans;

AND IN THE MATTER OF Michael Yosher.

NOTICE OF PROPOSAL TO REVOKE LICENCE, TO IMPOSE ADMINISTRATIVE PENALTIES, AND TO IMPOSE COMPLIANCE ORDER

TO:
2748204 Ontario Inc. operating as Flex Home Loans
4936 Yonge Street, Unit 314
Toronto, ON M2N 6S3

AND TO: Michael Yosher

TAKE NOTICE THAT pursuant to section 35 of the Act, and by delegated authority from the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario (the “Chief Executive Officer”), the Director, Litigation and Enforcement (the “Director”), is proposing to issue a compliance order to 2748204 Ontario Inc. operating as Flex Home Loans (licence # 13354) (“Flex Home Loans”) and Michael Yosher, ordering them to:

cease and desist from the business of mortgage lending in Ontario;
within 5 days of the compliance order taking effect, inform the investors that Flex Home Loans is currently administering mortgages for that Flex Home Loans’ administrator licence is being revoked, that it cannot administer mortgages after its licence is revoked, and that investors must find a new mortgage administrator or take over administering their investments themselves; and
facilitate investors finding a new administrator or taking over administration of their investments themselves prior to Flex Home Loans’ administrator licence being revoked.

AND TAKE NOTICE THAT pursuant to sections 19 and 21 of the Act, and by delegated authority from the Chief Executive Officer, the Director is proposing to revoke the mortgage administrator licence issued to Flex Home Loans 31 days after the compliance order takes effect.

AND TAKE NOTICE THAT pursuant to sections 38 and 39 of the Act, and by delegated authority from the Chief Executive Officer, the Director is proposing to impose an administrative penalty of $10,000 on Michael Yosher for contravening sections 45(1) and 45(2) of the Act.

Details of these contraventions and reasons for this proposal are described below. This Notice of Proposal includes allegations that may be considered at a hearing.

SI VOUS DÉSIREZ RECEVOIR CET AVIS EN FRANÇAIS, veuillez nous envoyer votre demande par courriel immédiatement à: contactcentre@fsrao.ca

YOU ARE ENTITLED TO A HEARING BY THE FINANCIAL SERVICES TRIBUNAL (THE “TRIBUNAL”) PURSUANT TO SECTIONS 21(2), 21(3), 35(3), 35(4), 39(2) AND 39(5) OF THE ACT. A hearing by the Tribunal about this Notice of Proposal may be requested by completing the enclosed Request for Hearing Form (Form 1) and delivering it to the Tribunal within 15 (fifteen) days after this Notice of Proposal is received by you. The Request for Hearing Form (Form 1) must be mailed, delivered, faxed, or emailed to:

Address:
Financial Services Tribunal
25 Sheppard Avenue W, Suite 100
Toronto, ON M2N 6S6

Attention: Registrar

Fax: 416-226-7750

Email: contact@fstontario.ca

TAKE NOTICE THAT if you do not deliver a written request for a hearing to the Tribunal within fifteen (15) days after this Notice of Proposal is received by you, orders will be issued as described in this Notice of Proposal. TAKE FURTHER NOTICE of the payment requirements in section 4 of Ontario Regulation 192/08, which states that the penalized person or entity shall pay the penalty no later than thirty (30) days after the person or entity is given notice of the order imposing the penalty, after the matter is finally determined if a hearing is requested or such longer time as may be specified in the order.

For additional copies of the Request for Hearing Form (Form 1), visit the Tribunal's website at www.fstontario.ca

The hearing before the Tribunal will proceed in accordance with the Rules of Practice and Procedure for Proceedings before the Financial Services Tribunal ("Rules") made under the authority of the Statutory Powers Procedure Act, R.S.O. 1990, c. S.22, as amended. The Rules are available at the website of the Tribunal: www.fstontario.ca. Alternatively, a copy can be obtained by telephoning the Registrar of the Tribunal at 416-590-7294, or toll free at 1-800-668-0128 extension 7294.

At a hearing, your character, conduct and/or competence may be in issue. You may be furnished with further and/or other particulars, including further or other grounds, to support this proposal.

REASONS FOR PROPOSAL

I. INTRODUCTION

These are the reasons for the proposal by the Director to:
1. Revoke the mortgage administrator licence issued to 2748204 Ontario Inc. operating as Flex Home Loans (“Flex Home Loans”) 31 days after the compliance order takes effect;
2. Issue a compliance order to Flex Home Loans and Michael Yosher (“Yosher”); and
3. Impose an administrative penalty of $10,000 on Yosher.

II. BACKGROUND

A. Parties

Yosher was licensed as a mortgage agent (licence # M09002894) under the Act between December 22, 2009, and March 31, 2024.
Flex Home Loans is licensed as a mortgage administrator (licence # 13354) under the Act, beginning on March 10, 2021. Yosher is the owner and sole director of Flex Home Loans.

B. Unlicensed Lending

In 2020 and 2021, acting through Yosher, Flex Home Loans extended 244 mortgage loans to members of the public (the “244 Mortgages”) and registered these mortgages without being licensed under the Act or exempted from the requirement to be licensed.
In response to inquiries by FSRA in 2022 and 2023, respectively, Yosher provided a list to FSRA with all mortgage deals registered by Flex Home Loans between 2020 and 2021 (the “List”). The List contained details of the 244 Mortgages including the clients’ names, addresses, and mortgage values.
The total value of the 244 Mortgages was $7,633,709.60, with individual mortgage amounts ranging from $30,999 to $45,000.
Yosher registered the 244 Mortgages on the Land Registry system on behalf of Flex Home Loans.
Flex Home Loans assigned most of the 244 Mortgages to investors. Flex Home Loans subsequently administered the assigned mortgages and receivedremuneration for doing so. Twenty-two of the 244 Mortgages were the subjects of court proceedings.
No licensed brokerage was involved in the arrangement of the 244 Mortgages. Thus, the borrowers did not benefit from the protections of the Act, including written disclosure of material risks and conflicts of interest, and a mortgage suitability assessment.
In Flex Home Loans’ 2024 Annual Information Report submitted on March 31, 2025, Flex Home Loans reported that it has been administering 52 mortgages in the total value of $1,612,000 for 19 investors as of December 31, 2024.
One of the 244 Mortgages was extended to ND/WD (the “ND/WD Mortgage”) in October 2020. On April 24, 2024, ND and WD filed a complaint with FSRA. “ND” and “WD” were vulnerable senior citizens. In respect of the ND/WD Mortgage,
1. In October 2020, a person named “Donald” induced and/or deceived ND and WD into entering the ND/WD Mortgage;
2. Based on their discussion with Donald, ND and WD believed that they were consolidating their prior home service equipment rental payments;
3. Flex Home Loans registered a mortgage in the amount of $30,999.85 on the title of ND/WD’s residential property;
4. Flex Home Loans transferred the ND/WD Mortgage to investors and became the administrator of it; and
5. Yosher identified Flex Home Loans acted as a “direct lender” for the ND/WD Mortgage.

C. False Information to FSRA

In his 2022 and 2023 mortgage agent licence renewal applications (the “Renewal Applications”), Yosher falsely declared that he was not currently a defendant in any civil proceedings. In fact, Yosher was named as a defendant in several active civil proceedings when he submitted the Renewal Applications, some of which were connected to mortgage transactions.
Yosher swore in the Renewal Applications that he had truthfully answered the questions in the Renewal Applications. Yosher was warned:

“Providing false or misleading information in this application/declaration and/or any attachment is an offence under the MBLAA, and doing so may be sufficient grounds to reject the application/declaration, revoke or refuse to renew a licence or, if you are an officer/director/partner, result in refusal of the brokerage or administrator licence applied for, or result in your prosecution.

By clicking the "Confirmed" button below, you swear that you have truthfully answered all questions contained within this electronic application and consent to the Collection, Use and Disclosure by FSRA of this information.”

III. CONTRAVENTIONS OR FAILURES TO COMPLY WITH THE ACT

A. Unlicensed Lending

Subsection 4(2) of the Act provides that no person or entity shall carry on business as a mortgage lender in Ontario unless he, she or it has a brokerage licence or is exempted from the requirement to have such a licence.
Section 15 of Ontario Regulation 407/07 provides that a person or entity is exempted under subsection 6(7) of the Act from the requirement in section 4 of the Act to have a brokerage licence if the person or entity carries on business as a mortgage lender solely through a mortgage brokerage or a person or entity that is exempted from the requirement to have a brokerage licence.
As described above, acting through Yosher, Flex Home Loans represented itself as a lender of mortgage loans and extended mortgage loans directly to members of the public. Flex Home Loans is not licensed as a mortgage brokerage, nor is it exempted from the requirement to have such license.
Flex Home Loans directly lent funds for the 244 Mortgages. It did not act through a licensed mortgage brokerage or exempt intermediary.
The Director is satisfied that Flex Home Loans contravened subsection 4(2) of the Act by carrying on business as a mortgage lender in Ontario while not being licensed or exempt.

B. False Information to FSRA

Subsection 45(1) of the Act prohibits a person from giving false or misleading information to the Chief Executive Officer or a designate in respect of any matter related to the Act or the regulations.
Subsection 45(2) of the Act prohibits a person from including false or misleading information in any document required to be created, stored, or given to the Chief Executive Officer under the Act.
The Director is satisfied that Yosher included false and misleading information in the Renewal Applications regarding ongoing lawsuits in which Yosher and Flex Home Loans were defendants, contrary to subsections 45(1) and 45(2) of the Act.

IV. GROUNDS FOR REVOCATION OF FLEX HOME LOANS’ MORTGAGE ADMINISTRATOR LICENCE

Subsection 19(1) of the Act states that the Chief Executive Officer may, by order, revoke a licence in any of the circumstances in which he or she is authorized to suspend the licence.
Under subsection 18(1) of the Act, such circumstances include:
1. if the licensee ceases to satisfy the prescribed requirements for issuance or renewal, as the case may be, of the licence;
2. if the Chief Executive Officer believes, on reasonable grounds, that the licensee is no longer suitable to be licensed having regard to the circumstances, if any, prescribed for the purposes of subsection 14(1) or 16(4) of the Act, as the case may be, and such other matters as the Chief Executive Officer considers appropriate; and
3. if the licensee contravenes or fails to comply with a requirement established under this Act.
Under subsection 1(2) of Ontario Regulation 411/07, the Chief Executive Officer must consider the following circumstances when determining that a mortgage administrator is not suitable to be licensed:
1. Whether the past conduct of any director or officer of the corporation affords reasonable grounds for belief that the business of the corporation will not be carried on in accordance with the law and with integrity and honesty; and
2. Whether a director or officer of the corporation has made a false statement or has provided false information to the Chief Executive Officer with respect to the application for a licence.
The Director is satisfied that the mortgage administrator licence issued to Flex Home Loans should be revoked in accordance with subsection 19(1) of the Act.
Acting through Yosher, Flex Home Loans deliberately and repeatedly, over a sustained period of time, contravened subsection 4(2) of the Act by carrying on business as a mortgage lender and extending the 244 Mortgages to borrowers while not being licensed or exempt.
Flex Home Loans’ non-compliance led to it receiving significant financial benefits. It subsequently assigned for value most of the 244 Mortgages to investors, and was engaged to administer the assigned mortgages for remuneration.
Yosher facilitated Flex Home Loans’ unlicensed activity by accessing the Land Registry system and registering the 244 Mortgages on title for the respective properties.
Flex Home Loans’ and Yosher’s misconduct resulted in a significant subversion of the licensing regime established under the Act. By not extending the 244 Mortgages through a mortgage brokerage Flex Home Loans and Yosher circumvented the compliance safeguards and deprived borrowers of the protections afforded by the Act and its regulations.
Finally, as described above, Yosher contravened the Act by providing false information to FSRA in the Renewal Applications that he submitted to FSRA, contrary to subsections 45(1) and 45(2) of the Act.
Therefore, Flex Home Loans’ and Yosher’s past conduct affords reasonable grounds for belief that Flex Home Loans will not administer mortgages in accordance with the law and with integrity and honesty.
To support the transition of investors to a new administrator, the Director proposes to revoke Flex Home Loans’ mortgage administrator licence 31 days after the compliance order takes effect.

V. GROUNDS TO IMPOSE COMPLIANCE ORDER

The Director is of the opinion that Flex Home Loans has committed an act or pursued a course of conduct that contravenes or does not comply with a requirement established under the Act.
As described above, acting through Yosher, Flex Home Loans repeatedly contravened subsection 4(2) of the Act by carrying on business as a mortgage lender while unlicensed, and in a manner not compliant with the Act.
Therefore, the Director proposes an order pursuant to section 35 of the Act ordering Flex Home Loans and Yosher to cease and desist from the business of mortgage lending in Ontario.
In addition, the Director proposes to require Flex Home Loans and Yosher to, within 5 days of the compliance order taking effect, inform the investors that Flex Home Loans is currently administering mortgages for that Flex Home Loans’ administrator licence is being revoked, that it cannot administer mortgages after its licence is revoked, that investors must find a new mortgage administrator or take over administering their investments themselves. Flex Home Loans and Yosher shall facilitate investors doing so in advance of Flex Home Loans’ licence being revoked.
The Director reasonably believes the compliance order is necessary to remedy the non-compliance of Flex Home Loans and Yosher and to protect the investors and borrowers Flex Home Loans is administering mortgages for from any harm or disruption associated with the proposed sanctions.

VI. GROUNDS FOR IMPOSING ADMINISTRATIVE PENALTIES

The Director is satisfied that imposing administrative penalties on Yosher under subsection 39(1) of the Act will satisfy one or both of the following purposes under subsection 38(1) of the Act:
1. To promote compliance with the requirements established under the Act.
2. To prevent a person from deriving, directly or indirectly, any economic benefit as a result of contravening or failing to comply with a requirement established under this Act.
In determining the amount of the administrative penalties below, the Director has considered the following criteria as required by subsection 3(1) of Ontario Regulation 192/08:
1. The degree to which the contravention or failure was intentional, reckless, or negligent.
2. The extent of the harm or potential harm to others resulting from the contravention or failure.
3. The extent to which the person or entity tried to mitigate any loss or take other remedial action.
4. The extent to which the person or entity derived or reasonably might have expected to derive, directly or indirectly, any economic benefit from the contravention or failure.
5. Any other contraventions or failures to comply with a requirement established under the Act or with any other financial services legislation of Ontario or of any jurisdiction during the preceding five years by the person or entity.
The Director is satisfied that an administrative penalty of $10,000 should be imposed on Yosher for contravening subsections 45(1) and 45(2) of the Act by including false or misleading information in the Renewal Applications.
In respect of the first criterion, the Director is satisfied that Yosher’s repeated misconduct was intentional. Yosher knowingly and repeatedly failed to disclose civil proceedings commenced against him relating to his mortgage business and made false and misleading declarations in the Renewal Applications, despite being advised of the consequences of providing false information.
In respect of the second criterion, the Director is satisfied that Yosher’s misconduct caused or had the potential to cause significant harm to FSRA’s ability to properly assess Yosher’s suitability for continued licensing, thereby causing risk to consumers and other industry participants.
Yosher’s misconduct as a licensee under the Act also has the potential to harm public confidence in the regulatory regime established by the Act and its regulations.
In respect of the third criterion, the Director is unaware of any steps taken by Yosher to remedy the contraventions described in this proposal.
In respect of the fourth criterion, the Director is satisfied that Yosher derived or had the potential to derive substantial direct economic benefit from including false or misleading information in the Renewal Applications. Yosher’s mortgage agent licence was renewed based, in part, on the false representations which allowed him to deal and trade in mortgages in Ontario.
In respect of the fifth criterion, the Director is unaware of any further contraventions or failures to comply in the preceding five years by Yosher other than those discussed in this Notice of Proposal.
The Director is satisfied, having considered all the circumstances, that the proposed amount of the penalty is not punitive in nature, and the amount is consistent with one or both purposes of section 38 of the Act.
Such further and other reasons as may come to the attention of the Director.

DATED at Toronto, Ontario, May 30, 2025.

Original signed by

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

Si vous desirez recevoir cet avis en français, veuillez nous envoyer votre demande par courriel immediatement a : contactcentre@fsrao.ca.