##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 OR
 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 000-52702
 BROOKSIDE TECHNOLOGY HOLDINGS CORP.
  Florida
    
    20-3634227State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization
    
    Identification No.)
  
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



Index
 ITEMPART I  FINANCIAL INFORMATIONItem 1. Consolidated Financial StatementsItem 2. Managements Discussion and Analysis Financial Condition and Results of Operation
25Item 3. Quantitative and Qualitative Disclosures about Market Risk
30Item 4. Controls and ProceduresItem 4(T) Controls and Procedures
30PART II  OTHER INFORMATIONItem 1. Legal Proceedings
31Item 1A. Risk Factors
32Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
32Item 3. Defaults Upon Senior Securities
32Item 4. Submission of Matters to a Vote of Securities Holders
32Item 5. Other Information
32Item 6. Exhibits
32EX-31.1EX-31.2EX-32.1EX-32.2
  2




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3




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BROOKSIDE TECHNOLOGY HOLDINGS CORP
CONSOLIDATED BALANCE SHEETS
As of June 30, 2009 and December 31, 2008
 June 30,
    
    
    December 31,2009 (Unaudited)
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    692,678
    
    
    $
    835,525Cash collateral account
    
    
    395,194
    
    
    
    368,666Restricted cash
    
    
    361,097
    
    
    
    1,366,666Accounts receivable, net
    
    
    3,611,339
    
    
    
    4,225,692Inventory
    
    
    1,911,718
    
    
    
    1,652,300Deferred contract costs
    
    
    37,283
    
    
    
    107,382Deferred finance charges, net of amortization
    
    
    437,920
    
    
    
    536,085Prepaid expenses
    
    
    96,246
    
    
    
    79,493Total current assets
    
    
    7,543,475
    
    
    
    9,171,809Property and equipmentOffice equipment
    
    
    522,496
    
    
    
    444,590Vehicles
    
    
    105,901
    
    
    
    171,131Furniture, fixtures and leasehold improvements
    
    
    169,365
    
    
    
    155,151797,762
    
    
    
    770,872Less: accumulated depreciation
    
    
    (387,679
    )
    
    
    (326,383
    )Property and equipment, net
    
    
    410,083
    
    
    
    444,489Goodwill
    
    
    16,980,030
    
    
    
    16,918,396Intangible assets, net
    
    
    225,000
    
    
    
    731,710Deposits and other assets
    
    
    85,867
    
    
    
    27,735TOTAL ASSETS
    
    $
    25,244,455
    
    
    $
    27,294,139LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable and accrued expenses
    
    $
    2,016,019
    
    
    $
    2,211,611Billings in excess of revenues
    
    
    2,728,379
    
    
    
    2,620,857Payroll liabilities
    
    
    705,489
    
    
    
    851,833Current portion of long term debt
    
    
    1,842,454
    
    
    
    2,669,177Income taxes payable
    
    
    4,000
    
    
    
    164,000Other current liabilities
    
    
    288,724
    
    
    
    228,390Total current liabilities
    
    
    7,585,065
    
    
    
    8,745,868Long term debt, less current portion
    
    
    5,586,460
    
    
    
    5,053,135Total liabilities
    
    
    13,171,525
    
    
    
    13,799,003Stockholders equity (deficit)Series A convertible preferred stock, 15,000,000 authorized,
13,191,716 and 12,216,716 issued and outstanding at June 30, 2009 and
December 31, 2008, respectively, at 8% dividend yield.
Liquidation preference of $14,296,120 and $12,832,595 at
June 30, 2009 and December 31, 2008, respectively.
    
    
    9,531,980
    
    
    
    8,796,521Common stock, $.01 par value, 1,000,000,000 shares
authorized, 146,657,102 and 140,228,340 shares issued and
outstanding at June 30, 2009 and December 31, 2008, respectively.
    
    
    146,657
    
    
    
    140,229Additional paid in capital
    
    
    22,353,864
    
    
    
    21,385,901Accumulated deficit
    
    
    (19,959,571
    )
    
    
    (16,827,515
    )Total stockholders equity
    
    
    12,072,930
    
    
    
    13,495,136TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    25,244,455
    
    
    $
    27,294,139
  4




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BROOKSIDE TECHNOLOGY HOLDINGS CORP
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2009 and 2008
Unaudited
 Quarter Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUESInstallation and other services
    
    $
    1,505,267
    
    
    $
    1,335,230
    
    
    
    3,078,444
    
    
    $
    2,347,539Equipment sales
    
    
    3,038,784
    
    
    
    3,198,217
    
    
    
    6,466,906
    
    
    
    6,393,974Total revenues
    
    
    4,544,051
    
    
    
    4,533,447
    
    
    
    9,545,350
    
    
    
    8,741,513COST OF SALES
    
    
    1,696,552
    
    
    
    2,250,924
    
    
    
    3,972,732
    
    
    
    4,480,805GROSS PROFIT
    
    
    2,847,499
    
    
    
    2,282,523
    
    
    
    5,572,618
    
    
    
    4,260,708OPERATING EXPENSESGeneral and administrative
    
    
    2,840,295
    
    
    
    2,116,496
    
    
    
    5,950,392
    
    
    
    3,860,986Depreciation expense
    
    
    35,731
    
    
    
    29,341
    
    
    
    70,863
    
    
    
    66,809Total operating expenses
    
    
    2,876,026
    
    
    
    2,145,837
    
    
    
    6,021,255
    
    
    
    3,927,795OTHER INCOME (EXPENSE)Interest expense
    
    
    (479,446
    )
    
    
    (664,130
    )
    
    
    (912,255
    )
    
    
    (1,339,583
    )Amortization expense of loan discount and intangibles
    
    
    (516,713
    )
    
    
    (1,348,200
    )
    
    
    (993,387
    )
    
    
    (2,670,524
    )Other income (expense), net
    
    
    (7,538
    )
    
    
    408
    
    
    
    (5,923
    )
    
    
    3,871Total other expense
    
    
    (1,003,697
    )
    
    
    (2,011,922
    )
    
    
    (1,911,565
    )
    
    
    (4,006,236
    )LOSS BEFORE INCOME TAXES
    
    
    (1,032,224
    )
    
    
    (1,875,236
    )
    
    
    (2,360,202
    )
    
    
    (3,673,323
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS
    
    $
    (1,032,224
    )
    
    $
    (1,875,236
    )
    
    
    (2,360,202
    )
    
    $
    (3,673,323
    )Preferred Stock Dividends
    
    
    (511,151
    )
    
    
    (40,430
    )
    
    
    (755,485
    )
    
    
    (83,936
    )Net loss attributable to common shareholders
    
    $
    (1,543,375
    )
    
    $
    (1,915,666
    )
    
    
    (3,115,687
    )
    
    $
    (3,757,259
    )Loss per share- basic and fully diluted
    
    $
    (0.01
    )
    
    $
    (0.02
    )
    
    
    (0.02
    )
    
    $
    (0.04
    )Weighted average shares outstanding
    
    
    141,810,791
    
    
    
    90,714,185
    
    
    
    141,023,937
    
    
    
    89,307,092
  5




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BROOKSIDE TECHNOLOGY HOLDINGS CORP

CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2009 and 2008
Unaudited
 2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (2,360,202
    )
    
    $
    (3,673,323
    )Adjustments to reconcile net loss to net
cash used in operating activities:Depreciation
    
    
    70,863
    
    
    
    66,809Amortization of loan discounts and intangibles
    
    
    993,387
    
    
    
    2,670,524Non-cash interest expense
    
    
    232,544
    
    
    
    518,069Loss on disposal of fixed assets
    
    
    6,717
    
    
    
    Bad debt expense
    
    
    26,700
    
    
    
    Stock based compensation
    
    
    24,364
    
    
    
    115,500(Increase) decrease in:Accounts receivable
    
    
    587,653
    
    
    
    (714,549
    )Inventory
    
    
    (259,418
    )
    
    
    (283,631
    )Deferred contract costs
    
    
    70,099
    
    
    
    (526
    )Prepaid expenses
    
    
    (16,753
    )
    
    
    (23,700
    )Deposits and other assets
    
    
    (58,132
    )
    
    
    (54,418
    )Increase (decrease) in:Accounts payable and accrued expenses
    
    
    (195,592
    )
    
    
    754,624Accrued payroll liabilities
    
    
    (146,344
    )
    
    
    20,166Billings in excess of revenues
    
    
    107,522
    
    
    
    209,928Income taxes payable
    
    
    (160,000
    )
    
    
    Other current liabilities
    
    
    43,966
    
    
    
    (59,790
    )1,327,576
    
    
    
    3,219,006NET CASH USED IN OPERATING ACTIVITIES
    
    
    (1,032,626
    )
    
    
    (454,317
    )CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of equipment
    
    
    (43,174
    )
    
    
    (83,912
    )Cash used for restricted cash
    
    
    (233,334
    )
    
    
    Cash provided by restricted cash
    
    
    1,238,903
    
    
    
    Deposits and other assets related to the acquisition of Standard Tel Networks, LLC (STN)
    
    
    
    
    
    
    (65,000
    )Acquisition of US Voice & Data, LLC (USVD) additional EBITDA Earnout
    
    
    (61,634
    )
    
    
    NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
    
    
    900,761
    
    
    
    (148,912
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from long term debt
    
    
    464,891
    
    
    
    6,958,275Proceeds from issuance of Series A preferred stock, net of issuance costs of $70,000
    
    
    930,000
    
    
    
    Repayment of long term debt
    
    
    (1,379,345
    )
    
    
    (6,309,073
    )NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    15,546
    
    
    
    649,202NET INCREASE (DECREASE) IN CASH
    
    
    (116,319
    )
    
    
    45,973CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
    
    
    1,204,191
    
    
    
    187,846CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    1,087,872
    
    
    $
    233,819SUPPLEMENTAL DISCLOSUREIncome taxes paid
    
    $
    
    
    
    $
    (364,690
    )Interest paid
    
    $
    679,711
    
    
    $
    (17,147
    )Non-cash financing and investing activitiesAccretion of preferred stock dividend
    
    $
    488,524
    
    
    $
    83,936Accrued interest added to note payable balance
    
    $
    
    
    
    $
    503,893Cashless exercise of warrants
    
    $
    3,857
    
    
    $
    Warrant value and beneficial conversion feature assigned from Vicis Series A preferred issuance
    
    $
    930,000
    
    
    
    Conversion of series A preferred stock to common stock
    
    $
    20,026
    
    
    $
    260,328
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Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 1  Basis of Presentation and Nature of Business
 Basis of Presentation
  Operations
  nd
 7




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 1  Nature of Business (continued)
 Background/Name Change/Redomestication
  Redomestication
   US Voice & Data, LLC
  Acquisition of Standard Tel Networks, LLC
   8




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Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 2  Liquidity and Capital Resources
      Note 3  Significant Accounting Policies
  9




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Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 3  Significant Accounting Policies (continued)
 Principles of Consolidation
  Cash Equivalents
  Use of Estimates
  Financial Instruments and Credit Risk
      10




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Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 3  Significant Accounting Policies (continued)
 Allowance for Doubtful Accounts
  Convertible Securities With Beneficial Conversion Features
 Warrant Valuation and Beneficial Conversion Feature Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios Application of Issue No. 98-5 to Certain Convertible Instruments (EITF No.
00-27)
   o
    
    The Company effecting a merger or consolidation with another entityo
    
    The Company sells all or substantially all of the Companys assetso
    
    The Companys shareholders approve a tender or exchange offer, oro
    
    The Companys holders of the common stock exchange their shares for securities or cash
  11




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 3  Significant Accounting Policies (continued)
 Goodwill and Intangibles
    Revenue Recognition
    12




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 3  Significant Accounting Policies (continued)
 Warranty Reserves
  Reclassifications
  Income taxes
   Accounting for
Uncertainty in Income Taxes
 13




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 3  Significant Accounting Policies (continued)
 Earnings Per Common Share
   Derivatives
 Accounting for Derivative Instruments and Hedging
Activities, as amended
 Stock Based Compensation
 Share-Based Payment.
 14




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 3  Significant Accounting Policies (continued)
 Recent Accounting Pronouncements
     The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles
 Subsequent Events
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities
 15




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Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 3  Significant Accounting Policies (continued)
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements
  Note 4 Billings in Excess of Revenues
  Six Months
    
    
    Year Endedended June 30,
    
    
    December 31,2009
    
    
    2008Customer deposits and deferred income on installation contracts
    
    $
    1,007,015
    
    
    $
    1,683,266Deferred revenue on maintenance contracts
    
    
    1,721,364
    
    
    
    937,591$
    2,728,379
    
    
    $
    2,620,857
 Note 5 Accounts Payable and Accrued Expenses
  June 30,
    
    
    December 31,2009
    
    
    2008Accounts payable, trade
    
    $
    1,636,495
    
    
    $
    1,857,905Accrued warranty liability
    
    
    188,108
    
    
    
    231,906Other accrued expenses
    
    
    191,416
    
    
    
    121,800Total
    
    $
    2,016,019
    
    
    $
    2,211,611
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Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 6 Long Term Debt
  June 30,
    
    
    December 31,2009
    
    
    2008Note payable to an individual, unsecured, accruing interest at 2% per annum, with monthly
payments of $5,215 due May 1, 2010.
    
    $
    82,869
    
    
    $
    98,049Note payable to former officers and shareholders, unsecured, accruing interest at 0% per
annum, due in installments over 3 years with a maturity date of September 26, 2009, less
unamortized discount of $0 and $75,812, respectively (the Seller Note).
    
    
    850,000
    
    
    
    1,524,188Notes payable to an individual, unsecured, accruing interest at 7% per annum, with monthly
payments of $1,130 due May 1, 2011.
    
    
    28,143
    
    
    
    31,006Note payable to executive officer and shareholders, unsecured, accruing interest at 7% per
annum, with monthly payments of $968, due September 1, 2010.
    
    
    16,945
    
    
    
    16,945Notes payable to shareholder, unsecured, accruing interest at 7% per annum, with monthly
payments of $6,432 due June 1, 2010.
    
    
    97,982
    
    
    
    115,360Subordinated Note Payable to Vicis Capital Master Fund, accruing interest at 10%, maturing
September 30, 2010, subordinated to the Chatham senior note. Net of unamortized discount of
$60,349 and $118,917, respectively (STN acquisition.)
    
    
    1,439,651
    
    
    
    1,381,083Senior note payable, Chatham Investment Fund III, LLC and Chatham Investment Fund III QP,
LLC, accruing interest at the LIBOR rate plus 9.00%, payments of $83,333 beginning on the
first of the month after 6 months from the closing date, with the balance due on the third
anniversary of the closing date of September 23, 2008, net of unamortized discount of
$2,171,374 and $2,658,050, respectively (STN acquisition)
    
    
    4,843,581
    
    
    
    4,380,916Secured notes payable to Enterprise Fleet Services, accruing interest at 5% per annum, with
monthly payments of $1,476, maturing June 1, 2010. Notes are secured by vehicles.
    
    
    43,005
    
    
    
    60,617Secured notes payable to GMAC, accruing interest at 9.25% with monthly payments of $2,272,
paid in full in June 2009 and refinanced as an operating lease. Notes are secured by
vehicles.
    
    
    
    
    
    
    82,673Secured notes payable to Huntington Bank, accruing interest at a prime rate plus 3.73% with
monthly payments of $383, with a maturity date of March 28, 2009. Note is secured by a
vehicle.
    
    
    
    
    
    
    1,007Secured notes payable to NEC Financial Services, accruing interest at 11.25% with monthly
payments of $1,128, with a maturity date of February 25, 2011. Note is secured by
testing
equipment.
    
    
    26,738
    
    
    
    30,468Total long term debt
    
    
    7,428,914
    
    
    
    7,722,312Less current portion
    
    
    (1,842,454
    )
    
    
    (2,669,177
    )Long term portion
    
    $
    5,586,460
    
    
    $
    5,053,135
 17




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 6 Long Term Debt (Continued)
  Years Ending December 31,
    
    Gross2009
    
    $
    1,842,4542010
    
    
    2,617,9312011
    
    
    5,200,2522012
    
    
    2013
    
    
    9,660,637Less: Unamortized discounts
    
    
    (2,231,723
    )Net of Discounts
    
    $
    7,428,914
 Change in unamortized discount and loan costs of the Note 
  Note 7  Commitments and Contingencies
 Leases
  2009
    
    $
    557,5432010
    
    
    331,7342011
    
    
    212,4272012
    
    
    171,9972013
    
    
    
  18




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 7  Commitments and Contingencies (continued)
 Liquidated Damages Under Registration Payment Arrangements
  Litigation
       19




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 7  Commitments and Contingencies (continued)
    Risk Management
  Note 8  Related Party Transactions
  Note 9  Series A 8% Convertible Preferred Stock
   20




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Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 9  Series A 8% Convertible Preferred Stock (continued)
    Note 10  Cost of Sales
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Equipment costs
    
    $
    1,178,861
    
    
    $
    1,854,207
    
    
    $
    2,938,072
    
    
    $
    3,714,853Contract labor
    
    
    18,610
    
    
    
    36,210
    
    
    
    24,225
    
    
    
    114,421Direct labor
    
    
    328,881
    
    
    
    257,677
    
    
    
    663,820
    
    
    
    488,885Sales commissions and selling costs
selling costs
    
    
    132,779
    
    
    
    22,666
    
    
    
    261,173
    
    
    
    26,101Lite warranty costs
    
    
    24,101
    
    
    
    
    
    
    
    55,020
    
    
    
    Other costs
    
    
    13,320
    
    
    
    80,164
    
    
    
    30,422
    
    
    
    136,545$
    1,696,552
    
    
    $
    2,250,924
    
    
    $
    3,972,732
    
    
    $
    4,480,805
 Note 11  Employee Benefit Plan
    21




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Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 12  Acquisition of Standard Tel Networks, LLC
  Note 13  Stock-Based Compensation
  Stock options.
  2007 Stock Incentive Plan
    WeightedAverageOptions
    
    
    Exercise PriceOutstanding at December 31, 2007
    
    
    14,000,000
    
    
    $
    0.186Cancelled during 2008
    
    
    (14,000,000
    )
    
    $
    0.186Granted during 2008
    
    
    19,200,000
    
    
    $
    0.03Forfeited or expired
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Outstanding at December 31, 2008
    
    
    19,200,000
    
    
    $
    0.03Granted during 2009
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Outstanding at June 30, 2009
    
    
    19,200,000
    
    
    $
    0.03Vested and exercisable at June 30, 2009
    
    
    1,933,333
    
    
    $
    0.04
 22




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 13  Stock-Based Compensation (continued)
  Number of Shares
    
    Year Vested15,333,333
    
    
    20091,633,334
    
    
    2010300,000
    
    
    2011
  Note 14  Warrants
 Warrants
  Outstanding
    
    Exercise PriceSeries A *
    
    
    71,631,216
    
    
    $
    0.01Series B
    
    
    80,896,508
    
    
    $
    0.01Series C
    
    
    15,988,602
    
    
    $
    0.01Series D **
    
    
    25,080,000
    
    
    $
    0.01Series E
    
    
    61,273,835
    
    
    $
    0.01Series F
    
    
    350,000,000
    
    
    $
    0.01Chatham
    
    
    140,930,835
    
    
    $
    0.01Total warrants
    
    
    745,800,996
 
 *
    
    Includes 2,628,917 penalty warrants**
    
    Includes 1,080,000 penalty warrants.   23




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##### Table of Contents



Brookside Technology Holdings Corp.
Notes to Unaudited Consolidated Financial Statements
 Note 15  Intangible Assets
  Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Life (years)Purchased customer contracts  USVD
    
    $
    600,000
    
    
    $
    600,000
    
    
    
    1Purchased customer contracts  STN
    
    
    900,000
    
    
    
    675,000
    
    
    
    1Non-compete agreements
    
    
    100,000
    
    
    
    100,000
    
    
    
    3$
    1,600,000
    
    
    $
    1,375,000Six months ended December 31, 2009 Amortization Expense
    
    
    
    
    
    $
    498,376
 24




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Item 2. Managements Discussion and Analysis or Plan of Operations
 The
information presented in this section should be read in conjunction with our audited consolidated financial statements and related notes for the periods ended December 31, 2008 and
2007 included in our Form 10-K, as filed with the Securities and Exchange Commission, as well as
the information contained in the consolidated financial statements, including the notes thereto,
appearing in this report. This discussion contains forward-looking statements reflecting our
current expectations that involve risks and uncertainties. Actual results and the timing of events
may differ materially from those contained in these forward-looking statements due to a number of
factors, including those discussed in the section entitled Risk Factors of our Form 10-K for the
year ended December 31, 2008, and elsewhere in this report.
 General
 Organizational History and Operations
  nd
 Background/Name Change/Redomestication
    25




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Acquisition of USVD
  Increase in Authorized Shares
  Vicis Equity Infusion
      Acquisition of Standard Tel Networks, LLC
  26




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Results of Operations
  Revenues, Cost of Sales and Gross Margins
     27




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General and Administrative Expenses
   Amortization Expense
   Interest Expense
   Net Profit/Net Loss from Operations
  28




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Liquidity and Capital Resources
    Critical Accounting Policies
  29




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##### Table of Contents



Revenue Recognition
    
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4T. Controls and Procedures
 Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  30




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
         31




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##### Table of Contents



Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. EXHIBITS
 Exhibit 31.1
    
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934.Exhibit 31.2
    
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934.Exhibit 32.1
    
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Exhibit 32.2
    
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 32




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SIGNATURES
  Brookside Technology Holdings CorpBy:
    
    /s/ Bryan McGuireBryan McGuire, Chief Financial Officer(Principal Financial Officer)Dated: August 14, 2009
 33