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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2007
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from to
 Commission File Number: 333-133253
 CRUISESTOCK, INC.
  Texas
    
    333-133253
    
    87-0700927(State or Other Jurisdiction)
    
    (Commission File Number)
    
    (IRS Employer Identification No.)
 
 
  þ o
  o þ
 State the number of shares outstanding of each of the issuers classes of common equity as of the
latest practicable date: As of May 1, 2007, the registrant had 11,500,000 shares of common stock,
par value $.001, outstanding.
 o þ




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Index
 ITEMPART I  FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis or Plan of OperationItem 3. Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Securities HoldersItem 5. Other InformationItem 6. ExhibitsEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO
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CRUISESTOCK, INC
BALANCE SHEETS
As of March 31, 2007 and December 31, 2006
 March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    25,696
    
    
    $
    35,666Trade accounts receivable, net
    
    
    445,997
    
    
    
    333,429Accounts receivable  other
    
    
    20,821
    
    
    
    Inventory
    
    
    39,160
    
    
    
    39,160Deferred contract costs
    
    
    
    
    
    
    10,883Prepaid expenses
    
    
    621
    
    
    
    Total current assets
    
    
    532,296
    
    
    
    419,138Property and equipmentOffice equipment
    
    
    182,054
    
    
    
    178,424Furniture, fixtures and leasehold improvements
    
    
    30,660
    
    
    
    12,960212,714
    
    
    
    191,384Less: accumulated depreciation
    
    
    (138,461
    )
    
    
    (127,976
    )Property and equipment, net
    
    
    74,253
    
    
    
    63,408Deposits and other assets
    
    
    1,500
    
    
    
    TOTAL ASSETS
    
    $
    608,048
    
    
    $
    482,546LIABILITIES AND STOCKHOLDERS DEFICITLiabilitiesCurrent liabilitiesAccounts payable and accrued expenses
    
    $
    268,342
    
    
    $
    368,419Billings in excess of revenues
    
    
    27,489
    
    
    
    227,195Payroll liabilities
    
    
    22,827
    
    
    
    37,436Current portion of long term debt
    
    
    509,011
    
    
    
    623,863Other current liabilities
    
    
    66,138
    
    
    
    71,633Total current liabilities
    
    
    893,807
    
    
    
    1,328,546Long term debt, less current portion
    
    
    
    
    
    
    Total liabilities
    
    
    893,807
    
    
    
    1,328,546Stockholders deficitSeries A Convertible Preferred Stock, 1,548,322 issued
and outstanding at March 31, 200 7 at 8% dividend yield.
Liquidation preference of $1,560,940
    
    
    1,111,974
    
    
    
    Common stock, $.01 par value, 100,000,000 shares
authorized, 11,500,000 and 9,000,000 shares issued and
outstanding at March 31, 2007 and December 31, 2006,
respectively
    
    
    11,500
    
    
    
    9,000Additional paid in capital
    
    
    525,112
    
    
    
    391,927Retained deficit
    
    
    (1,934,345
    )
    
    
    (1,246,927
    )Total stockholders deficit
    
    
    (285,759
    )
    
    
    (846,000
    )TOTAL LIABILITIES AND
STOCKHOLDERS DEFICIT
    
    $
    608,048
    
    
    $
    482,546
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CRUISESTOCK, INC
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2007 and 2006
 March 31,
    
    
    March 31,2007
    
    
    2006(Unaudited)
    
    
    (Unaudited)REVENUESInstallation and other services
    
    $
    131,132
    
    
    $
    224,134Equipment sales
    
    
    406,245
    
    
    
    190,249Total revenues
    
    
    537,377
    
    
    
    414,384COST OF SALES
    
    
    352,486
    
    
    
    251,324GROSS PROFIT
    
    
    184,892
    
    
    
    163,059OPERATING EXPENSESGeneral and administrative
    
    
    299,864
    
    
    
    442,065Depreciation expense
    
    
    10,485
    
    
    
    9,336Total operating expenses
    
    
    310,349
    
    
    
    451,401OTHER INCOME (EXPENSE)Interest expense
    
    
    (4,151
    )
    
    
    (6,169
    )Other income, net
    
    
    1,575
    
    
    
    1,550Total other expense, net
    
    
    (2,576
    )
    
    
    (4,619
    )LOSS
BEFORE INCOME TAXES
    
    
    (128,033
    )
    
    
    (292,961
    )Income tax benefit
    
    
    
    
    
    
    NET LOSS
    
    $
    (128,033
    )
    
    $
    (292,961
    )Preferred stock dividends
    
    
    (12,618
    )
    
    
    Net loss attributable to common
shareholders
    
    $
    (140,651
    )
    
    $
    (292,961
    )Loss per share-basic and fully diluted
    
    $
    (0.014
    )
    
    $
    (0.033
    )Weighted average shares outstandings
    
    
    10,055,556
    
    
    
    9,000,000Loss per share-basic and fully diluted
    
    $
    (0.014
    )
    
    $
    (0.033
    )Weighted average shares outstandings
    
    
    10,055,556
    
    
    
    9,000,000
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CRUISESTOCK, INC
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2007 and 2006
 March 31,
    
    
    March 31,2007
    
    
    2006(Unaudited)
    
    
    (Unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (128,033
    )
    
    $
    (292,961
    )Adjustments to reconcile net loss to net
cash used in operating activities:Depreciation
    
    
    10,485
    
    
    
    9,336Common stock issued for services
    
    
    
    
    
    
    30,000(Increase) decrease in:Trade accounts receivable
    
    
    (112,568
    )
    
    
    999,189Accounts receivable  other
    
    
    (20,821
    )
    
    
    Deferred contract costs
    
    
    10,883
    
    
    
    (30,381
    )Prepaid expenses
    
    
    (621
    )
    
    
    (16,565
    )Deposits and other assets
    
    
    (1,500
    )
    
    
    Increase (decrease) in:Accounts payable and accrued expenses
    
    
    (110,761
    )
    
    
    (741,836
    )Bank overdraft
    
    
    
    
    
    
    (11,413
    )Accrued payroll liabilities
    
    
    (14,609
    )
    
    
    20,948Billings in excess of revenues
    
    
    (199,706
    )
    
    
    (43,015
    )Other current liabilities
    
    
    (5,495
    )
    
    
    56,490(444,713
    )
    
    
    272,753NET CASH USED IN OPERATING ACTIVITIES
    
    
    (572,745
    )
    
    
    (20,208
    )CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of equipment
    
    
    (21,330
    )
    
    
    NET CASH USED IN INVESTING ACTIVITIES
    
    
    (21,330
    )
    
    
    CASH FLOWS FROM FINANCING ACTIVITIESProceeds from long term debt
    
    
    135,000
    
    
    
    51,000Proceeds from issuance of Series A Convertible Preferred Stock,
net of issuance costs of $272,070
    
    
    757,920
    
    
    
    Cash Paid for fees in connection with the Exchange Transaction
    
    
    (293,963
    )Repayment of long term debt
    
    
    (14,852
    )
    
    
    (8,400
    )NET CASH
PROVIDED BY FINANCING ACTIVITIES
    
    
    584,105
    
    
    
    42,600NET INCREASE (DECREASE) IN CASH
    
    
    (9,970
    )
    
    
    22,392CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
    
    
    35,666
    
    
    
    CASH AND CASH EQUIVALENTSAT END OF YEAR
    
    $
    25,696
    
    
    $
    22,392SUPPLEMENTAL DISCLOSUREIncome taxes paid
    
    $
    
    
    
    $
    Interest paid
    
    $
    (4,151
    )
    
    $
    (6,169
    )Non-cash Exchange Transaction fee to Venture Fund II for
consulting fees, paid in preferred stock
    
    $
    250,000
    
    
    $
    Non-Cash Payment of Notes Payable paid in Preferred Stock
    
    $
    235,000
    
    
    $
    Non-cash prepaid expense to related party for
consulting fees, paid in common stock
    
    $
    
    
    
    $
    30,000
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CRUISESTOCK, INC.
 Note 1  Nature of Business
 Background/Exchange Transactions
  Nature of Operations
  Basis of Presentation
  Note 2  Going Concern Uncertainties
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CRUISESTOCK, INC.
 Note 3  Significant Accounting Policies
 Reclassifications
  Earnings Per Common Share
   Quarter ended March 31,2007
    
    2006NumeratorsNumerator for basic and diluted earnings per share:Net loss attributable to common shareholders
    
    $
    (141,612
    )
    
    $
    (292,961
    )DenominatorsDenominators for basic
earnings per share:Weighed average shares outstanding-Basic and
fully diluted
    
    
    10,055,556
    
    
    
    9,000,000
  Stock-Based Compensation
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CRUISESTOCK, INC.
 Note 3  Significant Accounting Policies (continued)
  Recently Issued Accounting Pronouncements
  Accounting for Registration Payment
Arrangements Accounting for
Contingencies. Accounting for Contingencies
 Note 4 Trade Accounts Receivable
  Quarterended March
    
    
    Year ended31,
    
    
    December 31,(Unaudited)2007
    
    
    2006Gross trade accounts receivable
    
    $
    445,997
    
    
    $
    333,429Less: allowance for doubtful
accounts
    
    
    
    
    
    
    $
    445,997
    
    
    $
    333,429
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CRUISESTOCK, INC.
 Note 5 Billings in Excess of Revenues
  March 31, 2007
    
    
    December 31,(Unaudited)
    
    
    2006Advance billings of equipment sales
and installation services
    
    $
    27,489
    
    
    $
    227,195
 Note 6 Long Term Debt
  March 31,2007
    
    
    December 31,(Unaudited)
    
    
    2006Secured note payable to a bank,
accruing interest at a prime rate
plus 2% (10.25% as of March 31,
2007) maturing June 26, 2007, with
monthly payments of $2,302.
    
    $
    28,011
    
    
    $
    32,011Note payable to an individual,
unsecured, accruing interest at 2%
per annum, maturing on March 30,
2007. The Company is in process of
extending the maturity date of the
note.
    
    
    125,000
    
    
    
    125,000Notes payable to executive officers
and shareholders, unsecured,
accruing interest at rates ranging
from 0% to 7% per annum, due on
demand
    
    
    296,000
    
    
    
    457,852Note payable to MAJ Ventures, Ltd.,
unsecured, accruing interest at 10%
per annum and maturing June 30,
2007.
    
    
    60,000
    
    
    
    60,000Total long term debt
    
    
    509,011
    
    
    
    623,863Less current portion
    
    
    (509,011
    )
    
    
    (623,863
    )Long term portion
    
    $
    
    
    
    $
    
  Year Ending December 31,2007
    
    $
    509,011$
    509,011
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CRUISESTOCK, INC.
 Note 7  Commitments and Contingencies
 Leases
   Litigation
  Risk Management
  Note 8  Related Party Transactions
   Note 9  Cost of Sales
  2007
    
    
    2006Equipment costs
    
    $
    310,205
    
    
    $
    145,206Contract labor
    
    
    25,299
    
    
    
    15,227Sales commissions and selling costs
    
    
    1,922
    
    
    
    62,000Other costs
    
    
    15,060
    
    
    
    28,891$
    352,486
    
    
    $
    251,324
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CRUISESTOCK, INC.
 Note 10  General and Administrative Expenses
  2007
    
    

2006Employee compensation and benefits
    
    $
    218,019
    
    
    $
    343,224Telephone
    
    
    8,521
    
    
    
    13,967Travel expense
    
    
    11,630
    
    
    
    13,038Occupancy
    
    
    4,931
    
    
    
    12,782Professional fees
    
    
    6,747
    
    
    
    13,059Other
    
    
    50,016
    
    
    
    45,995$
    299,864
    
    
    $
    442,065
 Note 11  Employee Benefit Plan
   Note 12  Common Stock Purchase Agreement, Exchange Agreement, and Preferred Stock Purchase
Agreement
 Common Stock Purchase Agreement
  Exchange Agreement
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CRUISESTOCK, INC.
 Note 12  Common Stock Purchase Agreement, Exchange Agreement, and Preferred Stock Purchase
Agreement (continued)
  Preferred Stock Purchase Agreement
       (i)
    
    a series A warrant to purchase 270,956 shares of common stock at an exercise price of $0.80,(ii)
    
    a series B warrant to purchase 270,956 shares of common stock at an exercise price of $1.60, and(iii)
    
    a series C warrant (the series C warrant) to purchase 541,912 shares of common stock at an exercise price of $0.40.
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CRUISESTOCK, INC.
 Note 12  Common Stock Purchase Agreement, Exchange Agreement, and Preferred Stock Purchase
Agreement (continued)
   (i)
    
    a series A warrant issued to Mr. Phillips to purchase 45,833 shares
of common stock at an exercise price of $0.80,(ii)
    
    a series B warrant issued to Mr. Phillips to purchase 45,833 shares
of common stock at an exercise price of $1.60,(iii)
    
    a series A warrant issued to Apogee Financial Investments, Inc. to
purchase 45,833 shares of common stock at an exercise price of $0.80
and(iv)
    
    a series B warrant issued to Apogee Financial Investments, Inc. to
purchase 45,833 shares of common stock at an exercise price of
$1.60.
  (i)
    
    a series A warrant issued to Apogee Financial Investments, Inc. to
purchase 168,750 shares of common stock at an exercise price of
$0.80; and(ii)
    
    a series B warrant issued to Apogee Financial Investments, Inc. to
purchase 168,750 shares of common stock at an exercise price of
$1.60.
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CRUISESTOCK, INC.
 Note 13  Subsequent Events
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CRUISESTOCK, INC.
 Note 13  Subsequent Events (continued)
 
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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 financial
statements and related notes for the periods ended December 31, 2006 and 2005 included in our Form
10-KSB, as filed with the Securities and Exchange Commission as well as the information contained
in the 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-KSB for the year ended December 31, 2006, and
elsewhere in this report.
 General
       Results of Operations
  Gross Margin
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General and Administrative Expenses
   Interest Expense
  Net Profit/Net Loss from Operations
  Liquidity and Capital Resources
  Critical Accounting Policies
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Revenue Recognition
    Recent Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes Accounting for
Income Taxes
 Fair Value Measurements
 Considering the Effects of Prior Year Misstatements in Current Year Financial Statements
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The Fair Value Option for Financial Assets
and Financial Liabilities
 Accounting for Registration Payment
Arrangements Accounting for
Contingencies. Accounting for Contingencies
 
 Item 3. Controls and Procedures
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 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
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Item 6. EXHIBITS
 Exhibit 2.1
    
    
    
    Stock Exchange Agreement among Cruisestock, Inc. and the Stockholders of
Brookside*Exhibit 2.2
    
    
    
    Securities Purchase Agreement among Brookside, Cruisestock and Ruth Shepley.*Exhibit 3.1
    
    
    
    Cruisestock Articles of Incorporation**Exhibit 3.2
    
    
    
    Cruisestock Articles of Amendment****Exhibit 3.3
    
    
    
    Articles of Exchange*Exhibit 3.4
    
    
    
    Cruisestock ByLaws**Exhibit 3.5
    
    
    
    Cruisestock Certificate Designation of Series A Convertible Preferred Stock*Exhibit 10.1
    
    
    
    Securities Purchase Agreement by and among Cruisestock and the investors
identified Therein.*Exhibit 10.2
    
    
    
    Investor Rights Agreement*Exhibit 10.3
    
    
    
    Form of Series A Common Stock Purchase Warrant*Exhibit 10.4
    
    
    
    Form of Series B Common Stock Purchase Warrant*Exhibit 10.5
    
    
    
    Form of Series C Common Stock Purchase Warrant*Exhibit 10.6
    
    
    
    Midtown Partners & Co., LLC Placement Agent Agreement*Exhibit 31.1
    
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) pf the
Securities Exchange Act of 1934.Exhibit 31.2
    
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) pf 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.Exhibit 32.1
    
    
    
    Code of Ethics***
 
 *
    
    Incorporated by reference from to Cruisestocks Form 8-K filed with the
Securities and Exchange Commission on February 27, 2007.**
    
    Incorporated by reference from Cruisestocks Form SB-2 Registration
Statement filed with the Securities and Exchange Commission on June 12, 2006 (File
No. 333-135233).***
    
    Incorporated by reference from to Cruisestocks Form 10-KSB for the
period ending August 31, 2006 filed with the Securities and Exchange Commission on
October 20, 2006.****
    
    Incorporated by reference from to Cruisestocks Form 8-K filed with the
Securities and Exchange Commission on February 12, 2006. 
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SIGNATURES
  Cruisestock, Inc.By:
    /s/ Michael NoleMichael Nole, Chief Executive OfficerDated: May 15, 2007 22