##### 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 March 31, 2008
 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 333-133253
 BROOKSIDE TECHNOLOGY HOLDINGS CORP.
  Florida
    
    87-0700927State or other jurisdiction of 
incorporation or organization
    
    (I.R.S. Employer
Identification No.)
 
  þ 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
 90,095,106




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##### 



Index
 ITEMPART I  FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis or Plan of OperationItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresItem 4(T) Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 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
  2




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3




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##### Table of Contents



BROOKSIDE TECHNOLOGY HOLDINGS CORP.
CONSOLIDATED BALANCE SHEETS
As of March 31, 2008 and December 31, 2007
 March 31,
    
    
    December 31,2008
    
    

2007(Unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    88,943
    
    
    $
    187,846Accounts receivable
    
    
    2,268,223
    
    
    
    2,113,675Inventory
    
    
    1,119,016
    
    
    
    849,176Deferred contract costs
    
    
    48,347
    
    
    
    89,922Deferred finance charges, net of amortization
    
    
    158,968
    
    
    
    245,155Prepaid expenses
    
    
    48,707
    
    
    
    40,954Total current assets
    
    
    3,732,204
    
    
    
    3,526,728Property and equipmentOffice equipment
    
    
    408,578
    
    
    
    330,022Furniture, fixtures and leasehold improvements
    
    
    143,100
    
    
    
    137,745551,678
    
    
    
    467,767Less: accumulated depreciation
    
    
    (231,557
    )
    
    
    (194,089
    )Property and equipment, net
    
    
    320,121
    
    
    
    273,678Goodwill
    
    
    13,236,369
    
    
    
    13,236,369Intangible assets, net
    
    
    352,945
    
    
    
    510,868Other assets
    
    
    35,190
    
    
    
    41,699TOTAL ASSETS
    
    $
    17,676,829
    
    
    $
    17,589,342LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)LiabilitiesCurrent liabilitiesAccounts payable and accrued expenses
    
    $
    1,367,326
    
    
    $
    981,766Billings in excess of revenues
    
    
    1,966,441
    
    
    
    1,776,271Payroll liabilities
    
    
    413,699
    
    
    
    371,470Current portion of long term debt
    
    
    9,811,575
    
    
    
    8,207,900Other current liabilities
    
    
    516,751
    
    
    
    838,589Total current liabilities
    
    
    14,075,792
    
    
    
    12,175,996Long term debt, less current portion
    
    
    1,835,962
    
    
    
    1,850,183Total liabilities
    
    
    15,911,754
    
    
    
    14,026,179Stockholders equity (deficit)Series A Convertible Preferred Stock, 2,175,322 issued and outstanding at
March 31, 2008 and December 31, 2007 at 8% dividend yield.
Liquidation preference of $2,315,178
at March 31, 2008 and December 31, 2007
    
    
    1,742,505
    
    
    
    1,699,000Common stock, $.01 par value, 250,000,000 shares authorized
87,900,000 shares issued and outstanding
at March 31, 2008 and December 31, 2007
    
    
    87,900
    
    
    
    87,900Additional paid in capital
    
    
    11,313,358
    
    
    
    11,313,358Retained deficit
    
    
    (11,378,688)
    
    
    
    (9,537,095
    )Total stockholders equity
    
    
    1,765,075
    
    
    
    3,563,163TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
    
    $
    17,676,829
    
    
    $
    17,589,342
 .
 4




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##### Table of Contents



BROOKSIDE TECHNOLOGY HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2008 and 2007
Unaudited
 March 31,2008
    
    
    2007REVENUESInstallation and other services
    
    $
    1,012,309
    
    
    $
    131,132Equipment sales
    
    
    3,195,757
    
    
    
    406,245Total revenues
    
    
    4,208,066
    
    
    
    537,377COST OF SALES
    
    
    2,229,881
    
    
    
    352,485GROSS PROFIT
    
    
    1,978,185
    
    
    
    184,892OPERATING EXPENSESGeneral and administrative
    
    
    1,744,490
    
    
    
    299,864Depreciation expense
    
    
    37,468
    
    
    
    10,485Total operating expenses
    
    
    1,781,958
    
    
    
    310,349OTHER INCOME (EXPENSE)Interest expense
    
    
    (675,453
    )
    
    
    (4,151
    )Amortization expense
    
    
    (1,322,324
    )
    
    
    Other income (expenses), net
    
    
    3,463
    
    
    
    1,575Total other income (expense)
    
    
    (1,994,314
    )
    
    
    (2,576
    )LOSS BEFORE INCOME TAXES
    
    
    (1,798,087
    )
    
    
    (128,033
    )Income tax benefit
    
    
    
    
    
    
    (12,618
    )NET LOSS
    
    $
    (1,798,087
    )
    
    $
    (140,651
    )Preferred
stock dividends
    
    
    (43,506
    )
    
    
    Net loss attributable to common shareholders
    
    $
    (1,841,593
    )
    
    $
    (140,651
    )Loss per share: basic and fully diluted
    
    $
    (0.020
    )
    
    $
    (0.002
    )Weighted average shares outstanding
    
    
    87,900,000
    
    
    
    70,388,892
 .
 5




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##### Table of Contents



BROOKSIDE TECHNOLOGY HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Quarters Ended March 31, 2008 and 2007
Unaudited
 2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (1,798,087
    )
    
    $
    (292,961
    )Adjustments to reconcile net loss to
cash used in operating activities:Depreciation
    
    
    37,468
    
    
    
    9,336Amortization
    
    
    1,580,400
    
    
    
    Common stock issued for services
    
    
    
    
    
    
    30,000(Increase) decrease in:Accounts receivable
    
    
    (154,548
    )
    
    
    999,189Inventory
    
    
    (269,840
    )
    
    
    Deferred contract costs
    
    
    41,575
    
    
    
    (30,381
    )Prepaid expenses
    
    
    (7,753
    )
    
    
    (16,565
    )Other assets
    
    
    6,509
    
    
    
    Increase (decrease) in:Accounts payable and accrued expenses
    
    
    385,560
    
    
    
    (741,836
    )Bank overdraft
    
    
    
    
    
    
    (11,413
    )Accrued payroll liabilities
    
    
    42,229
    
    
    
    20,948Billings in excess of revenues
    
    
    190,170
    
    
    
    (43,015
    )Other current liabilites
    
    
    (321,789
    )
    
    
    56,4901,529,981
    
    
    
    272,753NET CASH USED IN OPERATING ACTIVITIES
    
    
    (268,106
    )
    
    
    (20,208
    )CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of equipment
    
    
    (83,911
    )
    
    
    NET CASH USED IN INVESTING ACTIVITIES
    
    
    (83,911
    )
    
    
    CASH FLOWS FROM FINANCING ACTIVITIESProceeds from long term debt
    
    
    3,862,760
    
    
    
    51,000Repayment of long term debt
    
    
    (3,609,596
    )
    
    
    (8,400
    )NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    253,164
    
    
    
    42,600NET INCREASE (DECREASE) IN CASH
    
    
    (98,853
    )
    
    
    22,392CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
    
    
    187,846
    
    
    
    CASH AND CASH EQUIVALENTSAT END OF YEAR
    
    $
    88,993
    
    
    $
    22,392SUPPLEMENTAL DISCLOSUREIncome taxes paid
    
    $
    
    
    
    $
    Interest paid
    
    $
    (9,237
    )
    
    $
    (18,549
    )Non-cash financing and investing activitiesExchange transaction fee to Venture Fund II for
consulting fees, paid in preferred stock
    
    $
    
    
    
    $
    250,000Accrual of preferred stock dividend
    
    $
    43,506
    
    
    
    Payment of notes payable paid in Preferred Stock
    
    $
    
    
    
    $
    235,000Prepaid expense to related party for
consulting fees, paid in common stock
    
    $
    
    
    
    $
    30,000Accrued interest added to note payable balance
    
    $
    246,228
    
    
    $
    
  6




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Note 1  Basis of Presentation and Nature of Business
 Basis of Presentation
  Operations
     Background/Name Change/Redomestication
    7




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Note 1  Basis of Presentation and Nature of Business (continued)
 Background/Name Change/Redomestication (continued)
  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.
 Acquisition of USVD
  Note 2  Going Concern Uncertainties
    Note 3  Significant Accounting Policies
  8




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##### Table of Contents



Note 3  Significant Accounting Policies (continued)
 Cash Equivalents
  Use of Estimates
  Property and Equipment
  Classification
    
    Useful LivesTelecom equipment
    
    3-5 yearsSoftware
    
    3-5 yearsComputer equipment
    
    3-5 yearsFurniture, fixtures and leasehold improvements
    
    2-7 years
   Financial Instruments and Credit Risk
    Inventories
  9




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Note 3  Significant Accounting Policies (continued)
 Inventories (continued)
  Classification of Series B Preferred Stock as a Liability
  Revenue Recognition
    Warranty Reserves
  10




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Note 3  Significant Accounting Policies (continued)
 Warranty Reserves (continued)
  Advertising
  Reclassifications
  Earnings Per Common Share
   Quarter ended March 31,2008
    
    2007NumeratorsNumerator for basic and diluted earnings per share:Net loss attributable to common shareholders
    
    $
    (1,841,593
    )
    
    $
    (140,651
    )DenominatorsDenominators for basic earnings per share:
    
    
    87,900,000
    
    
    
    70,388,892
  Recent Accounting Pronouncements
  Determination of the Useful Life of Intangible Assets
 11




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##### Table of Contents



Note 3  Significant Accounting Policies (continued)
 
 
    
    The weighted-average period prior to the next renewal or extension
(whether explicit and implicit) for each major intangible asset class
    
    The entitys accounting policy for the treatment of costs incurred to
renew or extend the term of a recognized intangible asset
    
    For intangible asset renewed or extended during the period:
 
    
    For entities that capitalize renewal or extension costs, the costs
incurred to review or extend the asset, for each major intangible
asset class
    
    The weighted-average period prior to the next renewal or extension
(whether explicit and implicit) for each major intangible asset class
  Fair Value Measurements
      12




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Note 4 Billings in Excess of Revenues
  Quarter ended
    
    
    Year EndedMarch 31,
    
    
    December 31,2008
    
    
    2007Customer deposits and deferred income on installation contracts
    
    $
    843,193
    
    
    $
    718,574Deferred revenue on maintenance contracts
    
    
    1,123,248
    
    
    
    1,057,697$
    1,966,441
    
    
    $
    1,776,271
 Note 5 Long Term Debt
  March 31
    
    
    December 31,2008
    
    
    2007Note payable to an individual, unsecured,
accruing interest at 2% per annum, with
monthly payments of $5,215 due September 1,
2010.
    
    
    138,161
    
    
    
    153,066Note payable to executive officers and
shareholders, unsecured, accruing interest
at 0% per annum, due in installments over 3
years with a maturity date of June 30, 2010,
less unamortized discount of $231,479.
    
    
    2,868,521
    
    
    
    2,816,632Notes payable to an individual, unsecured,
accruing interest at 7% per annum, with
monthly payments of $1,130 due May 1, 2011.
    
    
    38,400
    
    
    
    40,361Note payable to executive officer and
shareholders, unsecured, accruing interest
at 7% per annum, with monthly payments of
$1,343, due September 1, 2009.
    
    
    27,092
    
    
    
    28,558Notes payable to shareholder, unsecured,
accruing interest at 7% per annum, with
monthly payments of $6,432 due June 1, 2010.
    
    
    160,246
    
    
    
    176,547Notes payable to Hilco Financial, LLC,
secured by all assets of the Company,
accruing interest at 15% per annum,
principal and accrued interest due in full
September 26, 2008. Principal amount due of
$6,649,423, less unamortized discount of
$2,054,713. In default of specific
covenants related to credit agreement at
March 31, 2008.
    
    
    4,594,710
    
    
    
    3,235,930Series B Preferred Stock issued to Vicis
Capital, unsecured, accruing interest at 16%
per annum, matured on December 27, 2007.
    
    
    3,000,000
    
    
    
    3,000,000Notes payable to Dynamic Decisions Strategic
Opportunities, unsecured, accruing interest
at 10% per annum, total principal and
accrued interest due September 26, 2008.
Less unamortized discount of $225,632.
    
    
    774,368
    
    
    
    596,323Secured 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.
    
    
    11,645
    
    
    
    10,666Secured 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.
    
    
    34,394
    
    
    
    Total long term debt
    
    
    11,647,537
    
    
    
    10,058,083Less current portion
    
    
    (9,811,575
    )
    
    
    (8,207,900
    )Long term portion
    
    $
    1,835,962
    
    
    $
    1,850,183
  Year Ending December 31,
    
    Gross
    
    Net of Discount2008
    
    $
    12,286,101
    
    
    $
    9,775,3412009
    
    
    917,712
    
    
    
    917,7122010
    
    
    948,892
    
    
    
    948,8922011
    
    
    5,592
    
    
    
    5,592$
    14,158,297
    
    
    $
    11,647,537
 13




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Note 5 Long Term Debt (continued)
  Note 6  Commitments and Contingencies
 Leases
  2008
    
    $
    302,7122009
    
    
    297,9762010
    
    
    232,5252011
    
    
    109,1652012
    
    
    76,870
  Liquidated Damages Under Registration Payment Arrangements
  Litigation
  Risk Management
  Note 7   Related Party Transactions
  14




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Note 8  Cost of Sales
  Quarter ended March 31,2008
    
    
    2007Equipment costs
    
    $
    1,860,646
    
    
    
    310,205Contract labor
    
    
    78,211
    
    
    
    25,299Direct labor
    
    
    231,208
    
    
    
    Sales commissions and selling costs
Selling costs
    
    
    3,435
    
    
    
    1,922Other costs
    
    
    56,381
    
    
    
    15,059$
    2,229,881
    
    
    $
    352,485
 Note 9  General and Administrative Expenses
  2008
    
    
    2007Employee compensation and benefits
    
    $
    776,352
    
    
    $
    218,019Bad debt expense
    
    
    676
    
    
    
    Telephone
    
    
    43,003
    
    
    
    8,521Travel expense
    
    
    26,070
    
    
    
    11,630Occupancy
    
    
    107,851
    
    
    
    4,931Professional fees
    
    
    138,816
    
    
    
    6,747Other
    
    
    651,722
    
    
    
    50,016$
    1,744,490
    
    
    $
    299,864
 Note 10  Employee Benefit Plan
   Note 11  Acquisition of US Voice & Data, LLC
   15




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##### Table of Contents



Note 11  Acquisition of US Voice & Data, LLC (continued)
     (1)
    
    An initial allocation has been made to intangible assets as
of the March 31, 2008.
Management will determine the proper value of intangible assets acquired from USVD, Inc. and
allocate any additional adjustments of the goodwill to intangible assets within the twelve
months after the acquisition date.
  Purchase price -Cash paid
    
    $
    9,938,690Stock issued
    
    
    2,345,000Notes payable issued to seller, net of discount
    
    
    2,747,934Additional amount due to seller
    
    
    356,160Legal &
other acquisition costs
    
    
    41,458Acquisition costs
    
    
    15,429,242Net fair value of assets acquired and liabilities assumed
    
    
    (1,592,873
    )Excess of cost over fair value of tangible assets acquired
    
    $
    13,836,369Value assigned to customer contracts acquired
    
    
    600,000Goodwill acquired
    
    $
    13,236,369Fair value of assets acquired and liabilities assumed -Cash acquired
    
    $
    885,859Accounts receivable
    
    
    1,975,430Inventory and work in progress
    
    
    1,865,309Property and equipment
    
    
    203,249Other assets
    
    
    69,587Accounts payable and accrued expenses
    
    
    (529,903
    )Customer deposits and deferred income
    
    
    (2,773,232
    )Other liabilities
    
    
    (103,426
    )Net fair value of assets acquired and liabilities assumed
    
    $
    1,592,873
 16




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##### Table of Contents



Note 11  Acquisition of US Voice & Data, LLC (continued)
  2008
    
    $
    452,5352009
    
    
    33,3332010
    
    
    25,000Total
    
    $
    510,868
  Quarter ended March 31,2008
    
    
    2007Pro forma net revenues
    
    $
    4,208,066
    
    
    $
    5,007,378Pro forma net income (loss)
    
    
    (1,798,087
    )
    
    
    186,827Pro forma net income per share:Diluted
    
    $
    (0.02
    )
    
    $
    0.02
  Credit Facility
    17




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Note 11  Acquisition of US Voice & Data, LLC (continued)
 Credit Facility (continued)
 Warrants Issued in Connection with Financing:
    Notional balance of Hilco Senior Convertible Note
    
    $
    6,000,000Adjustments:Discount for warrant issued (based on relative fair value assigned)
    
    
    (4,000,227
    )Discount for loan fees paid to Hilco on Note
    
    
    (340,000
    )Hilco Senior Convertible Note balance, net of unamortized discount at
September 26, 2007
    
    $
    1,659,773
   Notional balance of Hilco Senior Convertible Note at March 31, 2008
    
    $
    6,649,423Adjustments:Unamortized discount
    
    
    (2,054,713
    )Hilco Senior Convertible Note balance, net of unamortized discount at March 31, 2008
    
    $
    4,594,710
  Notional balance of DD Subordinated Convertible Note at August 31, 2007
    
    $
    1,000,000Adjustments:Discount for warrant (based on relative fair value assigned)
    
    
    (696,049
    )DD Subordinated Convertible Note balance, net of unamortized discount
at August 31, 2007
    
    $
    303,951
   Notional balance of DD Subordinated Convertible Note at March 31, 2008
    
    $
    1,000,000Adjustments:Unamortized discount
    
    
    (225,632
    )DD Subordinated Convertible Note balance, net of unamortized discount at March 31, 2008
    
    $
    774,368
  Notional balance of Series B Preferred stock
    
    $
    3,000,000Adjustments:Discount for warrants issued (based on relative fair value assigned)
    
    
    (2,054,995
    )Discount for beneficial conversion feature (based on relative fair value assigned)
    
    
    (695,005
    )Discount for loan fees paid to Vicis
    
    
    (250,000
    )Series B Preferred Stock balance, net of unamortized discount at September 14, 2007
    
    $
    
 18




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##### Table of Contents



Note 11  Acquisition of US Voice & Data, LLC (continued)
 Credit Facility (continued)
   Notional balance of Series B Preferred Stock at March 31, 2008
    
    $
    3,000,000Adjustments:Unamortized discount
    
    
    Series B Preferred Stock balance, net of unamortized discount at March 31, 2008
    
    $
    3,000,000
  Notional balance of USVD Sellers Note
    
    $
    3,100,000Adjustments:Discount for imputed interest
    
    
    (352,066
    )USVD Sellers Note balance, net of unamortized discount at September 14, 2007
    
    $
    2,747,934
   Notional balance of USVD Sellers Note at March 31, 2008
    
    $
    3,100,000Adjustments:Unamortized discount
    
    
    (231,479
    )USVD Sellers Note balance, net of unamortized discount at March 31, 2008
    
    $
    2,868,521
    Hilco Note
    
    DD Sub Debt
    
    Series BAssumptions
    
    Warrant
    
    Warrant
    
    WarrantDividend yield
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %Risk-free interest rate
    
    
    4.21
    %
    
    
    4.21
    %
    
    
    4.21
    %Volatility
    
    
    61.55
    %
    
    
    61.55
    %
    
    
    61.55
    %Expected Term
    
    5 years
    
    5 years
    
    5 years
  19




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Note
12  Stock-Based Compensation
  Stock options.
 2007 Stock Incentive Plan
    WeightedAverageOptions
    
    Exercise PriceOutstanding at December 31, 2007
    
    
    14,000,000
    
    
    $
    0.186Granted
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Outstanding at March 31, 2008
    
    
    14,000,000
    
    
    $
    0.186Vested and exercisable at March 31, 2008
    
    
    10,500,000
    
    
    $
    0.186
   20




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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, 2007 and 2006 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, 2007, and
elsewhere in this report.
 General
 Organizational History
    
    
    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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Overview of Business
    Results of Operations
  Quarter Ended March 31, 2008 compared to Quarter Ended March 31, 2007.
 Revenues, Cost of Sales and Gross Margins
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General and Administrative Expenses
    Amortization Expense
  Interest Expense
  Net Profit/Net Loss from Operations
  Liquidity and Capital Resources
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Critical Accounting Policies
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Revenue Recognition
    
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4T. Controls and Procedures
 Disclosure Controls and Procedures
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Changes in Internal Control Over Financial Reporting
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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 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 {{ Renumber items per 10-Q}}
  
 Item 5. Other Information
  
 Item 6. EXHIBITS
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SIGNATURES
  Brookside Technology Holdings CorpBy:
    /s/ Michael NoleMichael Nole, Chief Executive Officer(Principal Executive Officer) Dated: May 15, 2008
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