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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: JUNE 30, 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
 BROOKSIDE TECHNOLOGY HOLDINGS CORP.
  Florida
(State or Other Jurisdiction)
    
    333-133253
(Commission File Number)
    
    20-3634227
(IRS Employer Identification No.)
 
 
 CRUISESTOCK, INC  (Former name, former fiscal year, if changed since last report)
  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 August 10, 2007, the registrant had 80,500,000 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 SecuritesItem 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
 2




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BROOKSIDE TECHNOLOGY HOLDINGS CORP
CONSOLIDATED BALANCE SHEETS
As of June 30, 2007 and December 31, 2006
 June 30
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    109,236
    
    
    $
    35,666Accounts receivable, net
    
    
    328,390
    
    
    
    333,429Inventory
    
    
    39,160
    
    
    
    39,160Deferred contract costs
    
    
    
    
    
    
    10,883Prepaid expenses
    
    
    19,618
    
    
    
    Total current assets
    
    
    496,404
    
    
    
    419,138Property and equipmentOffice equipment
    
    
    196,028
    
    
    
    178,424Furniture, fixtures and leasehold improvements
    
    
    30,660
    
    
    
    12,960226,688
    
    
    
    191,384Less: accumulated depreciation
    
    
    (149,552
    )
    
    
    (127,976
    )Property and equipment, net
    
    
    77,136
    
    
    
    63,408Deposits and other assets
    
    
    277,631
    
    
    
    TOTAL ASSETS
    
    $
    851,171
    
    
    $
    482,546LIABILITIES AND STOCKHOLDERS DEFICITLiabiltiesCurrent liabilitiesAccounts payable and accrued expenses
    
    $
    213,947
    
    
    $
    368,419Billings in excess of revenues
    
    
    67,411
    
    
    
    227,195Accrued payroll liabilities
    
    
    49,890
    
    
    
    37,436Current portion of long term debt
    
    
    541,559
    
    
    
    623,863Other current liabilities
    
    
    33,070
    
    
    
    71,633Total current liabilites
    
    
    905,877
    
    
    
    1,328,546Long term debt, less current portion
    
    
    
    
    
    
    Total liabilities
    
    
    905,877
    
    
    
    1,328,546Stockholders deficitSeries A
Convertible Preferred Stock, 2,175,322 issued
and outstanding at June 30, 2007 at 8% dividend yield.
Liquidation preference of $2,228,166 at June 30, 2007
    
    
    1,611,987
    
    
    
    Common stock, $.001 par value, 700,000,000 shares
authorized, 80,500,000 shares issued and outstanding at
June 30, 2007, and 63,000,000 shares issued at and
outstanding at December 31, 2006, respectively
    
    
    80,500
    
    
    
    63,000Additional paid in capital
    
    
    1,443,464
    
    
    
    337,927Retained deficit
    
    
    (3,190,657
    )
    
    
    (1,246,927
    )Total stockholders deficit
    
    
    (54,706
    )
    
    
    (846,000
    )TOTAL LIABILITIES AND
STOCKHOLDERS DEFICIT
    
    $
    851,171
    
    
    $
    482,546
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BROOKSIDE TECHNOLOGY HOLDINGS CORP
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarter and Six Months Ended June 30, 2007 and 2006
 Quarter Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)REVENUESInstallation and other services
    
    $
    178,894
    
    
    $
    322,190
    
    
    $
    310,026
    
    
    $
    546,324Equipment sales
    
    
    285,168
    
    
    
    902,914
    
    
    
    691,413
    
    
    
    1,093,163Total revenues
    
    
    464,062
    
    
    
    1,225,104
    
    
    
    1,001,439
    
    
    
    1,639,487COST OF SALES (excluding depreciation)
    
    
    239,162
    
    
    
    783,365
    
    
    
    591,648
    
    
    
    1,034,690GROSS PROFIT
    
    
    224,900
    
    
    
    441,739
    
    
    
    409,791
    
    
    
    604,798OPERATING EXPENSESGeneral and administrative
    
    
    493,404
    
    
    
    333,705
    
    
    
    793,268
    
    
    
    775,770Stock based compensation expense
    
    
    915,000
    
    
    
    
    
    
    
    915,000
    
    
    
    Depreciation expense
    
    
    11,091
    
    
    
    9,336
    
    
    
    21,576
    
    
    
    18,672Total operating expenses
    
    
    1,419,495
    
    
    
    343,041
    
    
    
    1,729,844
    
    
    
    794,441OTHER INCOME (EXPENSE)Interest expense
    
    
    (22,406
    )
    
    
    (16,738
    )
    
    
    (26,557
    )
    
    
    (22,907
    )Other income (expenses), net
    
    
    (49
    )
    
    
    1,223
    
    
    
    1,526
    
    
    
    2,773Total other income (expense)
    
    
    (22,455
    )
    
    
    (15,515
    )
    
    
    (25,031
    )
    
    
    (20,134
    )INCOME (LOSS) BEFORE
INCOME TAXES
    
    
    (1,217,050
    )
    
    
    83,183
    
    
    
    (1,345,084
    )
    
    
    (209,778
    )Income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET INCOME (LOSS)
    
    $
    (1,217,050
    )
    
    $
    83,183
    
    
    $
    (1,345,084
    )
    
    $
    (209,778
    )Preferred Stock Dividends
    
    
    (39,265
    )
    
    
    
    
    
    
    (52,844
    )
    
    
    Net loss attributable to common shareholders
    
    $
    (1,256,315
    )
    
    $
    83,183
    
    
    $
    (1,397,928
    )
    
    $
    (209,778
    )Loss per share-basic and fully diluted
    
    $
    (0.016
    )
    
    $
    0.001
    
    
    $
    (0.019
    )
    
    $
    (0.003
    )Weighted average shares outstandings
    
    
    80,500,000
    
    
    
    63,000,000
    
    
    
    75,472,376
    
    
    
    63,000,000
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BROOKSIDE TECHNOLOGY HOLDINGS CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2007 and 2006
 June 30,
    
    
    June 30,2007
    
    
    2006(Unaudited)
    
    
    (Unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (1,345,084
    )
    
    $
    (209,778
    )Adjustments to reconcile net income (loss) to net
cash used in operating activities:Depreciation
    
    
    21,576
    
    
    
    18,672Stock based compensation
    
    
    915,000
    
    
    
    Common stock issued for services
    
    
    
    
    
    
    30,000(Increase) decrease in:Accounts receivable
    
    
    5,039
    
    
    
    728,907Deferred contract costs
    
    
    10,883
    
    
    
    367,667Prepaid expenses
    
    
    (19,618
    )
    
    
    (20,705
    )Deposits and other assets
    
    
    (1,500
    )
    
    
    3,534Increase (decrease) in:Accounts payable and accrued expenses
    
    
    (107,916
    )
    
    
    (908,368
    )Bank Overdraft
    
    
    
    
    
    
    (11,413
    )Accrued payroll liabilities
    
    
    12,454
    
    
    
    33,653Billings in excess of revenues
    
    
    (159,784
    )
    
    
    (104,573
    )Other current liabilites
    
    
    (38,559
    )
    
    
    54,735637,576
    
    
    
    192,109NET CASH USED IN OPERATING ACTIVITIES
    
    
    (707,509
    )
    
    
    (17,670
    )CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of equipment
    
    
    (35,304
    )
    
    
    Deposits and other assets related to possible acquisition
    
    
    (276,131
    )
    
    
    NET CASH USED IN INVESTING ACTIVITIES
    
    
    (311,435
    )
    
    
    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 $376,653
    
    
    1,280,337
    
    
    
    Cash paid for fees in connection with the Exchange Transaction
    
    
    (293,963
    )
    
    
    Repayment of long term debt
    
    
    (28,861
    )
    
    
    (14,606
    )NET CASH PROVIDED BY
FINANCING ACTIVITIES
    
    
    1,092,513
    
    
    
    36,394NET INCREASE IN CASH
    
    
    73,570
    
    
    
    18,724CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
    
    
    35,666
    
    
    
    CASH AND CASH EQUIVALENTSAT END OF YEAR
    
    $
    109,236
    
    
    $
    18,724SUPPLEMENTAL DISCLOSUREIncome taxes paid
    
    $
    
    
    
    $
    Interest paid
    
    $
    (22,406
    )
    
    $
    (16,738
    )Non-cash financing and investing activitiesExchange Transaction fee to Venture Fund II for
consulting fees, paid in preferred stock
    
    $
    250,000
    
    
    $
    Accrual of preferred stock dividend
    
    $
    52,844Payment of notes payable paid in Preferred Stock
    
    $
    235,000
    
    
    $
    Prepaid expense to related party for
consulting fees, paid in common stock
    
    $
    
    
    
    $
    30,000Accrued interest added to note payable balance
    
    $
    46,556
    
    
    $
    
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 Note 1  Nature of Business
 Background/Name Change/Redomestication
     Stock Split
  
    
    Each outstanding share of Cruisestocks common stock, $0.001 per share, was
automatically converted into seven shares of Brookside Technology Holdings Corp.s
common stock, $0.001 par value per share;
    
    Each outstanding share of Cruisestocks series A preferred stock, $0.001 per share,
was automatically converted into one share of Brookside Technology Holdings Corp.s
series A preferred stock, $0.001 par value per share;
    
    The price at which the series A preferred stock converts into common stock was
automatically adjusted, on a proportionate basis, to account for the forward split of
the common shares by reducing the current conversion price of $0.40 per share to
$0.0571428; and
    
    The number of shares of common stock underlying all of Cruisestocks outstanding
options and warrants to purchase common stock, and the exercise price of such options
and warrants, was automatically adjusted to account for the 7-for-1 common share stock
split.
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 Note 1  Nature of Business (continued)
 Operations
  Potential Acquisitions/Need for Financing
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 Note 1  Nature of Business (continued)
 Basis of Presentation
  Note 2  Going Concern Uncertainties
   Note 3  Significant Accounting Policies
 Reclassifications
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 Note 3  Significant Accounting Policies (continued)
 Earnings Per Common Share
   Quarter Ended
    
    Six Months EndedJune 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006NumeratorsNumerator for basic
and diluted
earnings per share:Net loss
attributable to
common
shareholders
    
    $
    (1,256,315
    )
    
    $
    83,183
    
    
    $
    (1,397,928
    )
    
    $
    (209,778
    )DenominatorsDenominators for
basic earnings per
share:
    
    
    80,500,000
    
    
    
    63,000,000
    
    
    
    75,472,376
    
    
    
    63,000,000
  Stock-Based Compensation
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 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
  Six Months endedJune 30,
    
    
    Year ended(Unaudited)
    
    
    December 31,2007
    
    
    2006Gross trade accounts receivable
(including deferred revenue on
maintenance contracts)
    
    $
    328,390
    
    
    $
    333,429Less: allowance for doubtful accounts
    
    
    
    
    
    
    $
    328,390
    
    
    $
    333,429
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 Note 5 Billings in Excess of Revenues
  June 30, 2007
    
    December 31,(Unaudited)
    
    2006Advance billings of equipment sales and
installation services
    
    $
    67,411
    
    
    $
    227,195
 Note 6 Long Term Debt
  June 30,2007
    
    
    December 31,(Unaudited)
    
    
    2006Secured note payable to a bank,
accruing interest at a prime rate plus
2% (10.25% as of June 30, 2007)
maturing December 26, 2007, with
monthly payments of $2,302.
    
    $
    28,011
    
    
    $
    32,011Note payable to an individual,
unsecured, accruing interest at 2% per
annum, due on demand
    
    
    123,998
    
    
    
    125,000Notes payable to executive officers and
shareholders, unsecured, accruing
interest at rates ranging from 0% to 7%
per annum, due on demand
    
    
    329,550
    
    
    
    457,852Note payable to MAJ Ventures, Ltd.,
unsecured, accruing interest at 10% per
annum and maturing December 31, 2007.
    
    
    60,000
    
    
    
    60,000Total long term debt
    
    
    541,559
    
    
    
    623,863Less current portion
    
    
    (541,559
    )
    
    
    (623,863
    )Long term portion
    
    $
    
    
    
    $
    
  Six Months Ending June 30,2007
    
    
    
    $
    541,559$
    541,559
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 Note 7  Commitments and Contingencies
 Leases
  July through December 2007
    
    $
    36,6952008
    
    
    84,0612009
    
    
    89,2172010
    
    
    22,412
  Litigation
  Risk Management
  Note 8  Related Party Transactions
   Note 9  Cost of Sales
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Equipment costs
    
    $
    212,631
    
    
    $
    707,248
    
    
    $
    528,184
    
    
    $
    852,454Contract labor
    
    
    19,493
    
    
    
    60,073
    
    
    
    44,792
    
    
    
    75,300Sales commissions and selling costs
selling costs
    
    
    5,241
    
    
    
    10,000
    
    
    
    7,162
    
    
    
    72,000Other costs
    
    
    1,797
    
    
    
    6,044
    
    
    
    11,510
    
    
    
    34,936$
    239,162
    
    
    $
    783,365
    
    
    $
    591,648
    
    
    $
    1,034,690
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 Note 10  General and Administrative Expenses
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Employee compensation and benefits
    
    $
    358,926
    
    
    $
    249,358
    
    
    $
    592,408
    
    
    $
    601,143Telephone
    
    
    11,550
    
    
    
    17,662
    
    
    
    20,071
    
    
    
    31,628Travel expense
    
    
    23,767
    
    
    
    15,118
    
    
    
    34,009
    
    
    
    27,159Occupancy
    
    
    7,952
    
    
    
    12,782
    
    
    
    12,883
    
    
    
    25,565Professional fees
    
    
    68,963
    
    
    
    34,571
    
    
    
    86,710
    
    
    
    47,630Other
    
    
    22,246
    
    
    
    4,214
    
    
    
    47,187
    
    
    
    42,645$
    493,404
    
    
    $
    333,705
    
    
    $
    793,268
    
    
    $
    775,770
 Note 11  Employee Benefit Plan
   Note 12  Common Stock Purchase Agreement, Exchange Agreement, and Preferred Stock Purchase
Agreement
 Exchange Transactions
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 Note 12  Common Stock Purchase Agreement, Exchange Agreement, and Preferred Stock Purchase
Agreement (continued)
 Terms of Convertible Preferred Stock and Warrant Financing
       (i)
    
    a series A warrant to purchase 2,664,767 shares of common stock at
an exercise price of $0.1142857,(ii)
    
    a series B warrant to purchase 2,664,767 shares of common stock at
an exercise price of $0.22857, and(iii)
    
    a series C warrant (the series C warrant) to purchase 5,329,534
shares of common stock at an exercise price of $0.0571428.
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BROOKSIDE TECHNOLOGY HOLDINGS CORP.
 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 320,831 shares
of common stock at an exercise price of $0.1142857,(ii)
    
    a series B warrant issued to Mr. Phillips to purchase 320,831 shares
of common stock at an exercise price of $0.22857,(iii)
    
    a series A warrant issued to Apogee Financial Investments, Inc. to
purchase 320,831 shares of common stock at an exercise price of
$0.1142857 and(iv)
    
    a series B warrant issued to Apogee Financial Investments, Inc. to
purchase 320,831 shares of common stock at an exercise price of
$0.22857.
  (i)
    
    a series A warrant issued to Apogee Financial Investments, Inc. to
purchase 1,181,250 shares of common stock at an exercise price of
$0.1142857; and(ii)
    
    a series B warrant issued to Apogee Financial Investments, Inc. to
purchase 1,181,250 shares of common stock at an exercise price of
$0.22857.
   Note 13  Subsequent Events
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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
 Background/Name Change/Redomestication
     Stock Split
  
    
    Each outstanding share of Cruisestocks common stock, $0.001 per share, was
automatically converted into seven shares of Brookside Technology Holdings Corp.s
common stock, $0.001 par value per share;
    
    Each outstanding share of Cruisestocks series A preferred stock, $0.001 per share,
was automatically converted into one share of Brookside Technology Holdings Corp.s
series A preferred stock, $0.001 par value per share;
    
    The price at which the series A preferred stock converts into common stock was
automatically adjusted, on a proportionate basis, to account for the forward split of
the common shares by reducing the current conversion price of $0.40 per share to
$0.0571428; and
    
    The number of shares of common stock underlying all of Cruisestocks outstanding
options and warrants to purchase common stock, and the exercise price of such options
and warrants, was automatically adjusted to account for the 7-for-1 common share stock
split.
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Operations
  Potential Acquisitions/Need for Financing
     Results of Operations
  18




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Three and Six months Ended June 30, 2007 compared to Three and Six Months Ended June 30, 2006.
 Gross Margin
    General and Administrative Expenses
   Stock Based Compensation
  19




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Number of Shares
    
    Vesting Date2,100,000
    
    April 19, 20081,400,000
    
    April 19, 2009
  Interest Expense
  Net Profit/Net Loss from Operations
  Liquidity and Capital Resources
    20




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Critical Accounting Policies
  Revenue Recognition
    Recent Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes Accounting for
Income Taxes
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Fair Value Measurements
 Considering the Effects of Prior Year Misstatements in Current Year Financial Statements
 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
  22




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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
  
 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.
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SIGNATURES
  Brookside Technology Holdings
Corp.By:
    /s/ Michael NoleMichael Nole, Chief Executive Officer Dated:
August 20, 2007
 24