UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A Number 2

ANNUAL REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For Year Ended December 31, 2008

Brookside Technology Holdings Corp.

(Exact name of registrant as specified in its charter)


Florida (State or Other Jurisdiction)		0-52702 (Commission File Number)		20-3634227 (IRS Employer Identification No.)

15500 Roosevelt Blvd, Suite 101
Clearwater, FL 33760
(Address of principal executive offices) (zip code)

(727) 535-2151
(Registrant’s telephone number, including area code)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes o No o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Check if there was no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and smaller “reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Revenues for the year ended December 31, 2008: $21,709,607

Aggregate market value of the voting common stock held by non-affiliates of the registrant as of March 31, 2009 was: $3,117,819

Number of shares of the registrant’s common stock outstanding as of March 31, 2009 is: 140,228,340

Explanatory Note:

Brookside Technology Holdings Corp. is filing this Amendment No. 2 to its Annual Report on Form 10-K for the year ended December 31, 2008 solely to file the following exhibits:


Exhibit
Number		Description
10.17		Note Payable to Michael Nole, Shareholder and CEO
10.18		Note Payable to Randy Rogers, Shareholder
13		Code of Ethics

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Brookside Technology Holdings Corp. Brookside Technology Holdings Corp.
Dated: January 28, 2010	By:	/s/ Michael W. Nole
		Name:	Michael W. Nole
		Title:	Chief Executive Officer, Chairman of the Board (Principal Executive Officer)



Dated: January 28, 2010	By:	/s/ Bryan G. McGuire
		Name:	Bryan G. McGuire
		Title:	Chief Financial Officer (Principal Financial Officer)

Non-accelerated filer o

Large accelerated filer o

Accelerated filer o

(Do not check if a smaller

Smaller reporting company þ

reporting company)

BROOKSIDE TECHNOLOGY HOLDINGS, CORP. 10-K/A