U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


(MARK ONE)
 [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                      FOR FISCAL YEAR ENDED: MARCH 31, 2005

                                       OR

 [  ]       TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the transition period from                         To
                              ------------------------    ----------------------


Commission file number         0-17304
                       --------------------------------------------------------

                              CNH HOLDINGS COMPANY
                 (Name of small business issuer in its charter)

           Nevada                                              91-1944887
------------------------------                            --------------------
State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization                           Identification No.)


               17304 Preston Road, Suite 975, Dallas, Texas 75252
--------------------------------------------------------------------------------
               (Address of principal executive offices) (zip code)


Issuer's telephone number                               (972) 381-4699
                                                       ---------------


Securities registered under Section 12(b) of the Act: NONE Securities registered
under Section 12(g) of the Act:

                          Common Stock Par Value $0.001
                                (Title of class)


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         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 X No

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

         At March 31, 2005,  the aggregate  market value of all shares of voting
stock held by non- affiliates was approximately  $7,149,207. In determining this
figure  Registrant  has assumed that all directors  and  executive  officers are
affiliates.  This  assumption  shall  not be  deemed  conclusive  for any  other
purpose.  The number of shares  outstanding  of each  class of the  Registrant's
common stock,  as of March 31, 2005,  was as follows:  4,778,385  common shares,
$.001 par value per share.

Total revenues for fiscal year ended March 31, 2005: $1,322,675

At March  31,  2005 the  number  of  shares  of  common  stock  outstanding  was
4,778,385.

Transitional Small Business Disclosure Format (check one): Yes  ; No X























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                                     PART I



                         ITEM 1 DESCRIPTION OF BUSINESS


HISTORY

         CNH  Holdings   Company,   a  Nevada   corporation  (the  Company)  was
incorporated in Delaware on April 15, 1987, under the name of I.S.B.C. Corp. The
Company subsequently  changed its name first to Coral Companies,  Inc., and then
to CNH Holdings  Company.  Domicile  was changed to Nevada in 1997.  The Company
conducted an initial public and secondary  offerings during the 1980's.  On June
15, 1998, the Company acquired  Southport  Environmental  and Development,  Inc.
This  acquisition,  however was subsequently  rescinded by agreement between the
parties and made a formal  order of the court  effective  April 19,  2000.  This
order put the Company in the position  which it occupied at June 14, 1998, as if
none of the actions  which had occurred from that time to the date of rescission
had transpired.

         On May 5, 2003,  Corvero  Networks,  Inc., a Florida  corporation,  was
formed by CNH Holdings  Company as a wholly-owned  subsidiary to acquire the use
of certain  technology known as the XBridge  Technology.  This technology has as
its principal  component the Corvero Convergence  Platform.  The acquisition was
accomplished by entering into a license agreement with XBridge Software, Inc., a
Delaware corporation.

         The Company was in the development stage from January 1, 1992 to May 5,
2003. Since May 5, 2003, the Company has commenced planned principal  operations
and is no longer in the development stage.

         On August 31, 2004,  CNH  Holdings  Company  absorbed its  wholly-owned
subsidiary Corvero Networks,  and began doing business as Cistera Networks.  All
Corvero products adopted the Cistera name.

         On May 19,  2005,  the Company  entered  into a merger  agreement  with
Xbridge Software, Inc. The acquisition was completed through a merger of XBridge
with a wholly owned  subsidiary  of CNH  Holdings  Company  (CNH).  Prior to the
merger,  XBridge held 2,150,000  shares of CNH stock which have been  cancelled.
Under the terms of the merger  agreement,  CNH then issued  4,150,000  shares of
stock in exchange for the outstanding shares of XBridge Software, resulting in a
net  issuance  of  2,000,000  shares of CNH  stock.  As a result of the  merger,
$1,860,000 in unpaid service fees related to software development work performed
by XBridge is inter-company debt and will be eliminated upon consolidation.  The
officers and certain of the directors of XBridge are also officers and directors
of CNH. In connection with the merger,  CNH issued an additional  169,847 shares
to these  individuals in exchange for the cancellation of $482,364.31 of XBridge
debt held by these individuals.  The merger was completed on May 27, 2005.


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                         ITEM 2 DESCRIPTION OF PROPERTY


         The Company currently leases  approximately 4,264 square feet of office
space at 17304 Preston Road, Suite 975, Dallas, Texas from Memshalah Realty. The
lease payments are approximately $7,018 per month and the lease expires November
30, 2009.  This office space is used as the Corporate  headquarters.  As part of
the lease  agreement,  the Company's first lease payment was not due until April
1, 2005.  This lease replaced the previous lease for the same office space which
expired October 31, 2004,  whereby the Company was paying  approximately  $6,041
per month.



                            ITEM 3 LEGAL PROCEEDINGS


         The  Company  is a  third-party  defendant  in  litigation  pending  in
Longview, Texas, styled J. DAVID BOLTON, JOANNA BOLTON, WHITNEY GAIDRY, VIRGINIA
ILLE AND KENNETH ILLE VS. LARRY V. TATE, GERALD PYBAS, E. ROBERT BARBEE, H. PAUL
ESTEY, AND ROBERT A. BAKER; CASE NO.  2001-1196-A;  188TH DISTRICT COURT,  GREGG
COUNTY,  TEXAS.  The  Defendants  have sued the Company for  indemnification  of
Plaintiffs' claims.  Plaintiffs seek approximately $975,000 in damages according
to their May 4, 2005,  responses to the Company's requests for disclosure.  This
case has not been set for trial and the parties are still engaging in discovery.
Management intends to vigorously defend these claims.



                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS


         None.

                                     PART II



                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS


         The Common Stock is presently traded in the over-the-counter market and
is listed on the Pink Sheets maintained by the National Quotation Bureau,  Inc.,
and on the Bulletin Board

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maintained by the National Association of Securities Dealers, Inc. (NASD), under
the symbol CNHC.  The  following  table sets forth the range of high and low bid
quotations for the common stock during each calendar quarter  beginning April 1,
2003,  and ending March 31,  2005.  The figures have been rounded to the nearest
whole cent.


                                      HIGH                 LOW
June 30, 2003                      $         2.07      $         0.12
September 30, 2003                 $         2.80      $         0.88
December 31, 2003                  $         2.50      $         1.01
March 31, 2004                     $         2.70      $         1.30

                                      HIGH                 LOW
June 30, 2004                      $         2.75      $         1.10
September 30, 2004                 $         2.40      $         1.10
December 31, 2004                  $         3.00      $         1.25
March 31, 2005                     $         3.10      $         2.17

          The number of shareholders of record of the Company's  common stock as
of March 31, 2005 was approximately 534.

         The  Company  has not  paid  any  cash  dividends  to date and does not
anticipate  paying cash dividends in the foreseeable  future.  It is the present
intention of management to utilize all available  funds for the  development  of
the Company's business.

RECENT SALES OF UNREGISTERED SECURITIES

         The Company issued  509,580 shares of common stock for services  during
the year ended March 31, 2005.  The stock was not issued  through an underwriter
and was not  issued  through  a public  offer.  These  sales  are  exempt  under
Regulation D Rule 506 of the Securities Act of 1933.


                       ITEM 6 MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OR PLAN OF OPERATIONS


         The following  discussion  and analysis of our financial  condition and
results  of  operations  should  be  read  in  conjunction  with  our  financial
statements  and  related  notes  that  appear in this  offering  memorandum.  In
addition to historical financial information,  the following discussion contains
forward-looking  statements that reflect our plans,  estimates and beliefs.  Our
actual   results   could  differ   materially   from  those   discussed  in  the
forward-looking  statements.  Factors  that could cause or  contribute  to these
differences  include those  discussed  below and  elsewhere in this  memorandum,
particularly in "Risk Factors."

OVERVIEW


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         We provide IP  network-based  application  appliances and services that
add features and enhanced functionality to the telecommunications  services used
by large enterprises, small and mid- sized organizations, both in the commercial
and public sector. Our software- and  hardware-based  solutions are delivered on
our   open-architecture,   component-based   platform   known  as  the   Cistera
ConvergenceServer  powered by Cistera Integrated Media Architecture(TM)  (CIMA),
which allows  administrators  to centrally  manage advanced  applications for IP
telephony   environments   across  large  single-site  and  multi-site   private
voice/data  networks.  As of April 1, 2005, we had over 100 paying customers for
these IP applications  appliances,  with over 300 systems  shipped.  Because our
solutions improve productivity and efficiencies for customers using IP telephony
systems, we believe that our convergence  solutions complement the efforts of IP
telephony  platform  providers to increase the over all return on investment and
value contribution  associated with IP telephony systems. This has allowed us to
establish  cooperative  relationships with IP telephony platform  providers,  as
well as large VARs and systems  integrators  focused on  delivering IP telephony
systems and services.

         We began  operations in May 2003, and first  introduced our convergence
solutions in September  2003.  We initially  offered our solutions at discounted
prices, to seed the market and to establish a referenceable  customer base. From
May 2003  through  March 2005,  we staffed  our  operations,  grew our  reseller
channel, built our infrastructure, created, marketed and delivered our solutions
and obtained an initial base of paying customers. From January 2005 to March 31,
2005, we increased  expansion efforts into Canada and Europe.  Our revenues have
grown from  $266,000.00  in fiscal 2004 to  $1,323,000.00  in fiscal  2005.  Our
revenues, however, have been insufficient to support operations and we sustained
net losses  throughout  this period.  We  supported  operations  with  financing
obtained  from select  private  investors  and a private  placement in the third
quarter of fiscal 2005. Effective December 13, 2004, the Company issued and sold
an  aggregate  of   $1,146,000.00   in  principal  amount  of  Senior  Unsecured
Convertible  Promissory  Notes,  which consisted of $1,004,000 in new investment
and the conversion of $142,000 of our  outstanding  debt, and issued warrants to
purchase  1,146,000  shares of common  stock,  par value  $0.001 per share at an
exercise price of $1.30 per share.

         We have incurred net losses since we began  operations in May 2003. Our
net loss was approximately $931,000 in our fiscal year ended March 31, 2004, and
was  approximately  $2,191,132  for the fiscal year ended March 31, 2005.  As of
March 31, 2005, our accumulated deficit was $3,341,943.

         Currently,  we offer new customers a variety of packaged  applications,
and platform tools for customized solutions. We market our software and hardware
solutions  through a VAR  channel,  and  directly to Fortune 500  customers.  To
ensure  growth  scalability,  our  VAR  channel  is  being  trained  to  deliver
professional services for standard installations, which we believe will allow us
to focus on advanced professional services for complex installations.

         Our  objective  is to be  the  leading  provider  of IP  communications
appliances and advanced IP communications applications for businesses worldwide.
To address our market opportunity, our management team is focused on a number of
short and  long-term  challenges  including:  strengthening  and  extending  our
solution  offerings;  adding new  customers and expanding our sales efforts into
new

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territories;   deepening  our   relationships   with  our  existing   customers,
value-added resellers,  and system integrators;  and encouraging the development
of third-party applications on our platform.

         In order to increase  our  revenues  and take  advantage  of our market
opportunity,  we will need to add substantial numbers of customer installations.
The number of our  installed  customers  increased  from three as of January 31,
2004 to over 100 as of March 31, 2005.  We plan to reinvest our earnings for the
foreseeable   future  in  the  following  ways:  hiring  additional   personnel,
particularly in sales and engineering;  expanding our domestic and international
selling and  marketing  activities;  increasing  our  research  and  development
activities  to upgrade  and extend our  solution  offerings  and to develop  new
solutions and technologies;  growing our VAR and systems implementation channel;
adding  to  our   infrastructure  to  support  our  growth;  and  expanding  our
operational and financial systems to manage a growing business.

         We expect  marketing  and sales  costs,  which were 34.8 percent of our
total  revenues in fiscal  2004,  and 34.85  percent of our total  revenues  for
fiscal 2005, to continue to represent a substantial portion of total revenues in
the future as we seek to add and manage  more  paying  customers,  increase  the
sales and marketing  programs to enable our VAR channel,  build brand  awareness
and increase the number of web-based seminars and sponsored events.

We have a limited history of revenue  growth,  and we cannot be certain that our
revenues  will  continue to grow or that we will  achieve  profitability  in the
future.  We cannot  accurately  predict our future  growth rate,  if any, or the
ultimate  size of our  market.  Our  ability to  increase  revenues  and achieve
profitability  depends on a number of factors outside of our control,  including
the extent to which:

1.      our solutions  are able to gain market  acceptance,  particularly  as IP
        telephony increases penetration in the mainstream market;
2.      we are able to acquire and retain customers on a  cost-effective  basis;
3.      we are able to establish  strategic  relationships  with IP telephony
        platform and services providers;
4.      we are  able to  successfully  identify,  develop  and  market  enhanced
        applications for the mainstream market;
5.      IP telephony  platform and service providers develop or bundle competing
        applications; and
6.      we become subject to increased regulatory burdens.

        We have historically been able to carry forward our net operating losses
to offset  our  earnings  and have had no  significant  tax  liability  to date.
However,  we anticipate that if we do achieve  profitability,  our earnings will
likely be fully taxed in the future.

FISCAL YEAR

         Our  fiscal  year ends on March 31.  References  to  fiscal  2004,  for
example, refer to the fiscal year ended March 31, 2004.


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SOURCES OF REVENUES

        We derive our revenues from three sources:  (1) product revenues,  which
are  comprised of software and hardware  solutions;  (2)  professional  services
revenues,  consisting  primarily of  installation,  configuration,  integration,
training  and VAR  support  services;  (3)  support  and  maintenance,  which is
comprised of tiered technical  support levels.  Product  revenues  accounted for
more than 77.4  percent of total  revenues in fiscal  2004,  and 78.8 percent of
total  revenues  during  fiscal year 2005,  ending March 31, 2005.  Professional
services  revenues  accounted  for 21.1 percent of our total  revenues in fiscal
2004,  and 14.4 percent of total revenues  during fiscal 2005,  ending March 31,
2005.  Revenues for our support and maintenance  services made up 1.5 percent of
total revenues in fiscal 2004,  and 6.8 percent of total revenues  during fiscal
2005, ending March 31, 2005.

        Product revenues are recognized once the software and hardware  solution
has been shipped  according to the customer order. The order is typically placed
by a  VAR  on  behalf  of  the  customer.  Professional  services  revenues  are
recognized  once the services have been  completed and the customer has approved
the service.  Support and maintenance revenues are recognized on a monthly basis
over the life of the support contract.  The typical support and maintenance term
is 24  months,  although  terms  range  from 12 to 36 months.  Our  support  and
maintenance  contracts are non- cancelable,  though customers typically have the
right to terminate their contracts for cause if we fail to perform. We generally
invoice our customers in annual or quarterly  installments  and typical  payment
terms provide that our customers pay us within 30 days of invoice.  Amounts that
have been invoiced are recorded in accounts  receivable and in deferred revenue,
or in revenue  depending on whether the revenue  recognition  criteria have been
met.  In  general,  we  collect  our  billings  in advance  of the  support  and
maintenance service period.

        Professional services and other revenues consist of fees associated with
consulting  and  implementation   services  and  training.  Our  consulting  and
implementation  engagements are typically  billed on a time and materials basis.
We also offer a number of classes on implementing,  using and  administering our
convergence  solutions  that  are  billed  on a per  class  basis.  Our  typical
professional  services payment terms provide that our customers pay us within 30
days of invoice.

COST OF REVENUES AND OPERATING EXPENSES

COST OF REVENUES.

        Cost of convergence solutions and support revenues primarily consists of
expenses  related to depreciation  expense  associated with computer  equipment,
allocated   overhead  and  amortization   expense  associated  with  capitalized
software,  and employee-related  costs associated with professional services and
support and  maintenance.  To date,  the  expense  associated  with  capitalized
software  has not been  material to our cost of revenues.  We allocate  overhead
such as rent and occupancy  charges,  employee  benefit  costs and  depreciation
expense  to all  departments  based  on  headcount.  As such,  general  overhead
expenses are reflected in each cost of revenue and operating  expense  category.
Cost of professional services and other revenues consists primarily of employee-
related costs  associated with these services and allocated  overhead.  The cost
associated with

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providing  professional  services is  significantly  higher as a  percentage  of
revenue than for our  convergence  solutions  due to the labor costs  associated
with providing professional services.

        To the extent that our  customer  base  grows,  we intend to continue to
invest additional resources in building the channel infrastructure to enable our
VARs  and  system  integrators  (SIs)  to  provide  the  professional   services
associated with the standard convergence solutions  installation,  configuration
and training.  The timing of these additional  expenses could affect our cost of
revenues,  both in terms of absolute dollars and as a percentage of revenues, in
a particular  quarterly period.  For example,  we plan to increase the number of
employees who are fully  dedicated to  supporting  and enabling the reseller and
implementation partner channel.

RESEARCH AND DEVELOPMENT.

       Research  and  development  expenses  consist  primarily  of salaries and
related  expenses,  and allocated  overhead.  We have  historically  focused our
research and development  efforts on increasing the  functionality and enhancing
the ease of use of our  convergence  platform and  applications.  Because of our
open, scalable and secure component-based  architecture,  we are able to provide
all of our customers  with a solution  based on a single version of our software
application platform. As a result, we do not have to maintain multiple versions,
which enables us to have  relatively  low research and  development  expenses as
compared to traditional  enterprise  software business models. We expect that in
the future,  research and development expenses will increase in absolute dollars
as we support additional IP telephony  platforms,  extend our solution offerings
and develop new technologies.

MARKETING AND SALES.

       Marketing and sales  expenses are our largest cost,  accounting  for 34.8
percent of our fiscal 2004 total  revenues,  and 34.85 percent of total revenues
for fiscal 2005.  Marketing and sales expenses consist primarily of salaries and
related  expenses  for our sales and  marketing  staff,  including  commissions,
payments  to  VARs,  marketing  programs,  which  include  advertising,  events,
corporate communications, public relations, and other brand building and product
marketing  expenses,  and  allocated  overhead.  Marketing  costs,  particularly
events,  accounted for 29 percent of fiscal 2004 total revenues and 28.7 percent
for fiscal 2005.  Since the  beginning of fiscal 2005,  our sales and  marketing
costs as a percentage of total  expenses have increased as a result of increased
market coverage in the U.S., Canada and the U.K.

       As our  revenues  increase,  we plan to  continue  to invest  heavily  in
marketing  and sales by  increasing  the number of  national  account  sales and
channel  management  personnel  in  order  to add  new  customers  and  increase
penetration  within our  existing  customer  base,  expanding  our  domestic and
international  selling and marketing  activities,  building brand  awareness and
sponsoring additional marketing events. We expect that in the future,  marketing
and sales  expenses  will  increase in absolute  dollars and  continue to be our
largest cost.

GENERAL AND ADMINISTRATIVE.

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       General  and  administrative  expenses  consist of  salaries  and related
expenses for  executive,  finance and  accounting,  and  management  information
systems  personnel,  professional  fees, other corporate  expenses and allocated
overhead. We expect that in the future, general and administrative expenses will
increase  in  absolute   dollars  as  we  add  personnel  and  incur  additional
professional  fees and insurance costs related to the growth of our business and
to our operations as a public company.

         We expect that  general and  administrative  expenses  associated  with
executive  compensation  will increase in the future. A CEO was added subsequent
to the FY2005 year-end,  and that appointment was announced on June 14, 2005. In
FY2006 we intend to expand our executive staff, including a CFO and other senior
management.  Although the current executive team has forgone full salary payment
during the initial  stages of the business,  it is expected that in fiscal 2006,
the management  team will begin to receive full  compensation.  In addition,  we
believe  that  the  compensation   packages   required  to  attract  the  senior
individuals  the Company  requires to execute  against  its  business  plan will
increase our total general and administrative expenses.

INTELLECTUAL PROPERTY EXCLUSIVE LICENSING AGREEMENT

         In May 2003,  we entered into an  exclusive  licensing  agreement  with
XBridge Software, Inc. (XBridge).  This agreement provides us with the exclusive
worldwide  rights to market,  sell and deliver the  convergence  solutions based
upon the XBridge technology. We have also retained XBridge to provide additional
development and engineering  resources necessary to build,  maintain and service
the convergence solutions.

         As a  continuation  of a  restructuring  plan we  implemented in August
2004, we entered into discussions to acquire XBridge and obtain ownership of the
intellectual property upon which our products are based. Although we anticipated
that the XBridge acquisition would occur during the last quarter of fiscal 2005,
the acquisition of XBridge was accomplished, and closed on May 27, 2005.

CRITICAL ACCOUNTING POLICIES

         Our financial  statements  are prepared in accordance  with  accounting
principles  generally  accepted in the United States.  The  preparation of these
financial  statements  requires us to make estimates and assumptions that affect
the reported amounts of assets,  liabilities,  revenues, costs and expenses, and
related  disclosures.  On an  ongoing  basis,  we  evaluate  our  estimates  and
assumptions.  Our actual results may differ from these estimates under different
assumptions or conditions.

         We  believe  that of our  significant  accounting  policies,  which are
described in the notes to our financial  statements,  the  following  accounting
policies involve a greater degree of judgment and complexity. Accordingly, these
are the policies we believe are the most critical to aid in fully  understanding
and evaluating our financial condition and results of operations.

REVENUE RECOGNITION.


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         We recognize  revenue in accordance with SEC Staff Accounting  Bulletin
No. 101,  "Revenue  Recognition  in Financial  Statements,"  as amended by Staff
Accounting Bulletin No. 104, "Revenue Recognition."

       We  recognize  revenues  for  three  separate  categories  of  goods  and
services:  (1) PRODUCTS--which are comprised of software and hardware solutions;
(2) PROFESSIONAL SERVICES--consisting primarily of installation,  configuration,
integration,    training   and   VAR   support   services;   (3)   SUPPORT   AND
MAINTENANCE--which is comprised of tiered technical support levels.

       Product  revenues are recognized once the software and hardware  solution
has  been  shipped  from  the  Company  fulfillment  center,  according  to  the
customer/VAR order.

       Professional services revenues are recognized once the services have been
completed and the customer has approved the service.  Professional  services and
training  revenues are accounted for separately  from  subscription  and support
revenues because these services have value to the customer on a standalone basis
and  there  is  objective  and  reliable  evidence  of their  fair  value of the
undelivered  elements.   Professional  services  revenues  are  recognized  upon
completion of the contracts that are of short duration  (generally  less than 60
days) and as the  services  are  rendered  for  contracts  of  longer  duration.
Training revenues are recognized after the services are performed.

       Support and  maintenance  revenues are recognized on a monthly basis over
the life of the  contract.  We  generally  invoice  our  customers  in annual or
quarterly  installments and typical payment terms provide that our customers pay
us within 30 days of invoice.  Amounts  that have been  invoiced are recorded in
accounts  receivable and in deferred revenue, or in revenue depending on whether
the revenue  recognition  criteria  have been met.  In  general,  we collect our
billings in advance of the support and maintenance service period.

ACCOUNTING FOR DEFERRED COMMISSIONS.

       We defer  commission  payments to our direct and channel  sales force for
the Professional Services and Support and Maintenance portions of the contracts.
The commissions are deferred and amortized to sales expense over the life of the
related  contracts,  which  typically  last  12 to  36  months.  The  commission
payments,  which  are paid the month  after  the  service  is  delivered  to the
customer,  are a direct and incremental  cost of the revenue  arrangements.  The
deferred  commission amounts are recoverable  through the future revenue streams
under the non-cancelable  customer support and maintenance contracts. We believe
this is the  preferable  method of accounting as the  commission  charges are so
closely  related to the revenue  from the  non-cancelable  customer  support and
maintenance  contracts  that they  should be recorded as an asset and charged to
expense over the same period that the subscription revenue is recognized.

         For the  fiscal  year  2004 and  2005,  the  Company  did not pay sales
commissions except in select agent arrangements. Sales commissions are generally
paid on sales meeting the criteria for sales commission  payment,  in accordance
with the same basis of  accounting  for sales  commissions  from October 1, 2004
moving forward, unless otherwise noted.

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RESULTS OF OPERATIONS

         The  following  discussion  should  be read  in  conjunction  with  the
statements of financial operations, in their entirety.

OVERVIEW OF RESULTS OF OPERATIONS  FOR FISCAL 2004 ENDED MARCH 31, 2004,  FISCAL
2005 ENDED MARCH 31, 2005

       Revenues during the fiscal year 2004 ended March 31, 2004 and fiscal year
ended March 31, 2005 were  $266,000  and  $1,322,675  respectively.  The Company
initiated operations in May 2003. The total number of paying customers increased
to over 100 as of March 31, 2005 from 15 as of March 31, 2004.

       Our gross  profit  during the fiscal  year 2004 ended  March 31, 2004 was
$210,000, or 79 percent of revenues,  and our operating loss for the same period
was  $917,000.  Gross  profit for  fiscal  year 2005  ended  March 31,  2005 was
$1,100,000,  or 83.2 percent of revenues,  and the  operating  loss for the same
period was $2,191,132.

       During the fiscal year 2005, we continued to incur  substantial costs and
operating  expenses  related to the  expansion of our  business.  We added sales
personnel to focus on adding new customers and increasing penetration within our
existing  customer  base,   professional   services  personnel  to  support  our
implementation  and support services,  and developers to broaden and enhance our
convergence solutions.

LIQUIDITY AND CAPITAL RESOURCES

       At  March  31,  2005,  we  had  cash,  cash  equivalents  and  short-term
marketable  securities  of  $38,632,  as  compared  to $963 at March  31,  2004,
accounts receivable of $359,123,  as compared to $142,576 at March 31, 2004, and
deferred revenue of $103,775, as compared to $25,556 at March 31, 2004.

       From our start of  operations in May 2003 through the end of fiscal 2005,
we funded our  operations  primarily  through  financing  obtained  from  select
private investors and a private placement in the third quarter of fiscal 2005.

       We do not have any special  purpose  entities,  and other than  operating
leases for office space and computer equipment, which are described below, we do
not engage in off-balance sheet financing arrangements. We currently do not have
a bank line of credit.

       Our future capital  requirements  will depend on many factors  including:
our rate of revenue growth; the expansion of our marketing and sales activities;
the timing and extent of spending  to support  product  development  efforts and
expansion into new territories;  the timing of introductions of new services and
enhancements to existing  services;  and the continuing market acceptance of our
services.  To the  extent  that  existing  cash and  securities  and  cash  from
operations are insufficient to fund our future activities, we will need to raise
additional funds through public or private equity or debt financing. Although we
are currently not a party to any agreement or letter of intent with

                                       12

<PAGE>



respect  to  potential   investments  in,  or  acquisitions  of,   complementary
businesses,  services  or  technologies,  we  may  enter  into  these  types  of
arrangements  in the  future,  which  could also  require us to seek  additional
equity  or debt  financing.  Additional  funds  may not be  available  on  terms
favorable to us or at all.



                           ITEM 7 FINANCIAL STATEMENTS


       The  financial  statements  of the  Company  and  supplementary  data are
included beginning  immediately preceding the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.



              ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE


       None.



                         ITEM 8A CONTROLS AND PROCEDURES


       The Company's  Chief Executive  Officer and Chief  Financial  Officer are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.

       (a) Evaluation of Disclosure Controls and Procedures

       As of the end of the period covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management, including the Company's President, of the effectiveness of
the design and operation of the  Company's  disclosure  controls and  procedures
pursuant to Rule 13a-15 under the  Securities  Exchange Act of 1934,  as amended
(the  "Exchange  Act").  Based  upon the  evaluation,  the  Company's  President
concluded that, as of the end of the period, the Company's  disclosure  controls
and  procedures  were effective in timely  alerting him to material  information
relating to the Company  required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.

       (b) Changes in Internal Controls

       Based on his  evaluation as of March 31, 2005,  there were no significant
changes in the Company's  internal  controls over financial  reporting or in any
other areas that could significantly

                                       13

<PAGE>



affect the Company's internal controls subsequent to the date of his most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.


                                    PART III


               ITEM 9   DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND
                   CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
                                THE EXCHANGE ACT


EXECUTIVE OFFICERS AND DIRECTORS

       The  following  table  sets forth the name,  age,  and  position  of each
executive officer and director of the Company:
<TABLE>
<CAPTION>

DIRECTOR'S   NAME (1)               AGE        POSITION WITH COMPANY*

<S>                                <C>
Derek P. Downs                     36    President, Interim Chief Executive Officer and Director

Cynthia A. Garr                    44    Interim Chief Financial Officer, Executive Vice-President of
                                         Corporate Development and Director

Gregory T. Royal                   38    Executive Vice-President/Chief Technology Officer and
                                         Director
</TABLE>


* No current director has any arrangement or  understanding  whereby they are or
will be selected as a director or nominee.

       The  executive  officers  hold office  until the next  annual  meeting of
shareholders  and until their  respective  successors have been duly elected and
qualified.  The  officers  are elected by the Board of  Directors  at its annual
meeting immediately  following the shareholders'  annual meeting and hold office
until their death or until they either resign or are removed from office.  There
are no written or other  contracts  providing  for the  election of directors or
term of employment of executive officers, all of whom serve on an at will basis.

       The Board of Directors of CNHC currently  consists of three  individuals,
Derek P. Downs,  Cynthia A. Garr and Gregory T. Royal. The Company does not have
any standing  audit,  nominating or compensation  committees,  or any committees
performing  similar functions.  The board will meet periodically  throughout the
year  as  necessity  dictates.  No  current  director  has  any  arrangement  or
understanding whereby they are or will be selected as a director or nominee.

       The executive team for CNH Holdings dba Cistera Networks:

                                       14

<PAGE>




DEREK  DOWNS - PRESIDENT  - has served as  President  since May 31, 2004 and was
Interim CEO for the Company from August 2004 until June 2005.  Prior to becoming
President and Interim CEO, Mr. Downs served as the Company's  Vice  President of
Sales  Marketing and Business  Development.  From January 2003 to May 2003,  Mr.
Downs held the same position with XBridge  Software,  Inc. From December 2000 to
September 2002, Mr. Downs held senior  executive roles in marketing,  alliances,
product marketing, and business development at i2 Technologies (NASDAQ:ITWO),  a
$1 billion supply chain software  company.  Before joining i2  Technologies,  he
served from  December 1999 to December  2000 as VP of Business  Development  and
Strategic  Alliances for BSI Consulting,  a midsized  technology  strategy firm.
From May 1995 to  December  1999,  Mr.  Downs held the  position  of Director of
Strategic  Alliances at Baan Company, a $1+ billion enterprise software company.
Mr. Downs graduated from the University of Eastern New Mexico in 1990 with a BBA
degree in Marketing and a BBA degree in Business Administration.

GREGORY T. ROYAL,  EXECUTIVE VICE  PRESIDENT,  CHIEF  TECHNOLOGY  OFFICER -- Mr.
Royal has served as Executive Vice President and Chief Technology  Officer,  and
as a member of the Board of Directors  since May 2003. Mr. Royal is the original
founder of XBridge  Software,  and the  inventor of the  Convergence  Server(TM)
technology.  Mr. Royal has over 18 years of IT Sales,  Marketing and  Management
experience in New Zealand,  Australia and the United States.  Greg is one of the
original  founders of Cistera  Networks(TM) and the inventor of the X-Switch(TM)
Technology.  He has held Senior  Sales and  Marketing  positions at Sycom Office
Equipment,  Eagle  Technology,  Network General Corp.  (NASDAQ:NETG) and Network
Associates Inc (NASDAQ:NETA).  Greg has system  certification with Compaq,  IBM,
Novell and Hewlett Packard. He also has significant  experience in designing and
deploying  large scale IT systems  including  experience in Banking and Finance,
Government, and Retail and Property Services.

CYNTHIA  A.  GARR,  INTERIM  CFO  AND  EXECUTIVE  VICE  PRESIDENT  OF  CORPORATE
DEVELOPMENT  -Ms Garr has served as Interim CFO and Executive  Vice President of
Corporate  Development since June of 2004. She has been a member of the Board of
Directors  since May 2003. She is one of the founders of XBridge  Software,  and
has served as its  President and as a Director from its inception in 1999 to the
present.  She was also  Director  of Sales for  Identify  Software,  a leader in
application  problem resolution  software,  from January 2003 to June 2004. From
January  2000 to August  2001,  Ms Garr served as a Regional  Sales  Manager for
Mercury Interactive,  the leading provider of enterprise testing and performance
management  solutions.  Ms. Garr was President of U.S.  Operations and Executive
Director  of Qronus  Interactive,  a provider  of  automated  testing  solutions
software,  which was ultimately  acquired by Mercury  Interactive  from November
1997 to January  2000.  She  graduated  from  Brookhaven  College in 1985 with a
degree in Business Management.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

       Section  16(a) of the  Exchange  Act,  requires the  Company's  officers,
directors and persons who  beneficially  own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent beneficial owners also are required by rules promulgated by the

                                       15

<PAGE>



Securities  and  Exchange  Commission  to furnish the Company with copies of all
Section 16(a) forms they file.


AUDIT COMMITTEE FINANCIAL EXPERT

       The  Company's  board of  directors  does not  have an  "audit  committee
financial   expert,"  within  the  meaning  of  such  phrase  under   applicable
regulations  of the  Securities  and Exchange  Commission,  serving on its audit
committee.  The  board of  directors  believes  that all  members  of its  audit
committee are financially literate and experienced in business matters, and that
one or more  members of the audit  committee  are  capable of (i)  understanding
generally accepted accounting principles ("GAAP") and financial statements, (ii)
assessing the general  application  of GAAP  principles  in connection  with our
accounting for estimates,  accruals and reserves, (iii) analyzing and evaluating
our  financial   statements,   (iv)  understanding  our  internal  controls  and
procedures  for  financial  reporting;  and (v)  understanding  audit  committee
functions,  all of which are attributes of an audit committee  financial expert.
However,  the board of directors  believes that there is not any audit committee
member who has obtained these attributes through the experience specified in the
SEC's definition of "audit committee financial expert." Further, like many small
companies,  it is difficult  for the Company to attract and retain board members
who qualify as "audit  committee  financial  experts," and competition for these
individuals is significant.  The board believes that its current audit committee
is able to  fulfill  its  role  under  SEC  regulations  despite  not  having  a
designated "audit committee financial expert."



                         ITEM 10 EXECUTIVE COMPENSATION


       None of the executive officer's salary and bonus exceeded $100,000 during
any of the Company's last two fiscal years.



               ITEM 11   SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT


PRINCIPAL SHAREHOLDERS

       The table below sets forth information as to each person owning of record
(or who was  known  by the  Company  to own  beneficially)  more  than 5% of the
outstanding common stock at March 31, 2005. This table also includes information
as to the  ownership of the common shares by each of the directors and executive
officers of the Company, as well as by the directors and executive officers as a
group.  Except as otherwise  indicated,  all shares are owned directly,  and the
persons named in the table have sole voting and investment power with respect to
shares shown as beneficially owned by them.



                                       16

<PAGE>



NAME AND ADDRESS              NATURE OF          SHARES
OF BENEFICIAL OWNERS          OWNERSHIP           OWNED                 PERCENT


XBridge Software, Inc.            Direct        2,150,000                45.00%*
P.O. Box 794405
Dallas, TX 75379

E-Biz Trans, Inc.                 Direct          220,000                 4.60%
5645 Rico Drive
Boca Raton, FL 33487

S and B Resources                 Direct          220,000                 4.60%
789 NE 39th St.
Boca Raton, FL 33431

All Executive Officers and
Directors as a Group              Direct                0                 0.00%

                                  Indirect      2,150,000                45.00%*

*The  executive  officers and  directors as a group own a  controlling  interest
XBridge Software, Inc.



             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         On May 5, 2003, Corvero Networks,  Inc. was formed by CNH Holdings as a
wholly-owned  subsidiary to acquire the use of certain  technology  known as the
XBridge Technology.  The acquisition was accomplished by entering into a license
agreement  with XBridge  Software,  Inc.  Various  officers and directors of CNH
Holdings own a controlling interest in XBridge Software, Inc.

         The license  agreement  resulted in XBridge licensing to Corvero all of
XBridge's right,  title, and interest in and to a software program.  The Company
issued  2,000,000  "restricted"  common  shares  of its  stock to  XBridge  as a
licensing  fee and  Corvero  was  obligated  to pay  royalties  based upon gross
revenue.

         On August 31, 2004,  CNH  Holdings  Company  absorbed its  wholly-owned
subsidiary Corvero Networks,  and began doing business as Cistera Networks.  All
Corvero products adopted the Cistera name.

         On May 19,  2005,  the Company  entered  into a merger  agreement  with
Xbridge Software, Inc. The acquisition was completed through a merger of XBridge
with a wholly owned  subsidiary  of CNH  Holdings  Company  (CNH).  Prior to the
merger,  XBridge held 2,150,000  shares of CNH stock which have been  cancelled.
Under the terms of the merger  agreement,  CNH then issued  4,150,000  shares of
stock in exchange for the outstanding shares of XBridge Software, resulting in a
net  issuance  of  2,000,000  shares of CNH  stock.  As a result of the  merger,
$1,860,000 in unpaid service

                                       17

<PAGE>



fees related to software  development work performed by XBridge is inter-company
debt and will be eliminated upon consolidation.  The officers and certain of the
directors of XBridge are also officers and directors of CNH. In connection  with
the merger,  CNH issued an additional  169,847  shares to these  individuals  in
exchange  for the  cancellation  of  $482,364.31  of XBridge  debt held by these
individuals.



                   ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K


      (a) The following documents are filed as part of this report.

1. FINANCIAL STATEMENTS PAGE

Report of Robison, Hill & Co., Independent Certified Public Accountants.....F-1
Balance Sheets
  March 31, 2005, and 2004..................................................F-2
Statements of Operations
  For the Years Ended March 31, 2005 and 2004...............................F-4
Statement of Stockholders' Equity
  For the Years Ended March 31, 2005 and 2004...............................F-5
Statements of Cash Flows
  For the Years Ended March 31, 2005 and 2004...............................F-6
Notes to Financial Statements
  March 31, 2005 and 2004...................................................F-8

2.     EXHIBITS
                        The  following  exhibits  are  included  as part of this
report:
Exhibit
Number           Title of Document

10.1              License Agreement (1)
10.2              Asset Purchase Agreement (1)

31.1     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

31.2     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

32.1     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.

32.2     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.

         (1)  Incorporated  herein by reference  from  Registrant's  Form 10KSB,
dated July 1, 2003.

     (b) REPORTS FILED ON FORM 8-K

         On June 3, 2005,  the Company filed on Form 8-K under Item 1.01,  Entry
Into a Material Definitive Agreement.




                                       18

<PAGE>





                  ITEM 14. PRINCIPAL ACCOUNTANT FEES & SERVICES


         The following is a summary of the fees billed to us by Robison,  Hill &
Company for  professional  services  rendered for the years ended March 31, 2005
and 2004:


           Service                        2005                   2004
------------------------------     ------------------     ------------------
Audit Fees                         $           16,275     $            9,633
Audit-Related Fees                                  -                      -
Tax Fees                                          150                     80
All Other Fees                                      -                      -
                                   ------------------     ------------------
Total                              $           16,425     $            9,713
                                   ==================     ==================

AUDIT FEES.  Consists of fees billed for professional  services rendered for the
audits  of  our  consolidated  financial  statements,  reviews  of  our  interim
consolidated  financial  statements  included  in  quarterly  reports,  services
performed in connection  with filings with the Securities & Exchange  Commission
and related  comfort  letters and other  services that are normally  provided by
Robison,  Hill & Company in connection with statutory and regulatory  filings or
engagements.

TAX FEES. Consists of fees billed for professional  services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
Independent Auditors

         The Audit Committee, is to pre-approve all audit and non-audit services
provided by the independent auditors. These services may include audit services,
audit-related  services,  tax services  and other  services as allowed by law or
regulation.  Pre-approval  is  generally  provided  for up to one  year  and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specifically  approved  amount.  The  independent
auditors  and  management  are  required  to  periodically  report  to the Audit
Committee regarding the extent of services provided by the independent  auditors
in accordance  with this  pre-approval  and the fees incurred to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.

         The Audit Committee pre-approved 100% of the Company's 2003 audit fees,
audit-related  fees,  tax fees,  and all other fees to the  extent the  services
occurred  after May 6, 2003,  the effective  date of the Securities and Exchange
Commission's final pre-approval rules.









                                       19

<PAGE>


                           CNH HOLDINGS COMPANY, INC.
                     (FORMERLY A DEVELOPMENT STAGE COMPANY)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT


                             MARCH 31, 2005 AND 2004






<PAGE>






                                    CONTENTS


                                                                       Page

Independent Auditor's Report............................................F - 1

Balance Sheets
   March 31, 2005 and 2004..............................................F - 2

Statements of Operations for the
   Years Ended March 31, 2005 and 2004..................................F - 4

Statement of Stockholders' Equity for the
   Years Ended March 31, 2005 and 2004..................................F - 5

Statements of Cash Flows for the
   Years Ended March 31, 2005 and 2004..................................F - 6

Notes to Financial Statements.......................................... F - 8




























<PAGE>







                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
CNH Holdings Company
(Formerly a Development Stage Company)


         We  have  audited  the  accompanying  balance  sheets  of CNH  Holdings
Company,  Inc.  (formerly a development  stage company) as of March 31, 2005 and
2004, and the related  statements of operations,  stockholders'  equity and cash
flows for the years ended March 31, 2005 and 2004.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

         We conducted our audits in accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly,  in all  material  respects,  the  financial  position  of CNH  Holdings
Company,  Inc.  (formerly a development  stage company) as of March 31, 2005 and
2004,  and the results of its  operations and its cash flows for the years ended
March 31,  2005 and 2004 in  conformity  with  accounting  principles  generally
accepted in the United States of America.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


                                                    Respectfully submitted,


                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants
Salt Lake City, Utah
June 22, 2005


                                      F - 1

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                                 BALANCE SHEETS

                                                       March 31,
                                                2005                2004
                                         ------------------  ------------------
Current Assets:
   Cash                                  $           38,632  $              963
   Accounts Receivable                              359,123             142,576
   Other Receivable                                  26,639                   -
   Inventory                                         17,694               4,460
   Prepaid Expenses                                   6,041               3,020
   Receivable from XBridge                          453,889              30,077
                                         ------------------  ------------------

      Total Current Assets                          902,018             181,096
                                         ------------------  ------------------

Fixed Assets:
   Computer Equipment                                71,099              10,008
   Trade Show Booth & Fixtures                        7,756               6,570
   Office Equipment                                  53,776                   -
   Property held under capital leases                10,205                   -
   Less Accumulated Depreciation                    (34,689)             (1,776)
                                         ------------------  ------------------

      Net Fixed Assets                              108,147              14,802
                                         ------------------  ------------------

Intangible Assets:
   Licensing Rights                                 375,500             375,500
   Less Amortization                                (35,985)            (17,210)
                                         ------------------  ------------------

      Net Intangible Assets                         339,515             358,290
                                         ------------------  ------------------

Total Assets                             $        1,349,680  $          554,188
                                         ==================  ==================





                                      F - 2

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                                 BALANCE SHEETS
                                   (continued)

<TABLE>
<CAPTION>
                                                                   March 31,
                                                           2005                2004
                                                     -----------------  ------------------

Current Liabilities:
<S>                                                  <C>                <C>
   Accounts payable                                  $       1,920,725  $          868,220
   Accrued liabilities                                         154,977             101,629
   Related party payables                                       80,179              19,506
   Short-term notes payable                                          -              78,740
   Current portion of long-term debt                             3,032                   -
                                                     -----------------  ------------------

     Total Current Liabilities                               2,158,913           1,068,095
                                                     -----------------  ------------------

Long-Term Liabilities
   Lease obligation payable                                      5,925                   -
   Long-term notes payable                                           -              12,481
   Convertible promissory notes                              1,173,217                   -
                                                     -----------------  ------------------
     Total Long-Term Liabilities                             1,179,142              12,481
                                                     -----------------  ------------------

     Total Liabilities                                       3,338,055           1,080,576
                                                     -----------------  ------------------

Deferred income                                                103,775              25,556
                                                     -----------------  ------------------

Stockholders' Equity:
   Common Stock, Par Value $.001
     Authorized 10,000,000 shares,
     Issued 4,778,385 shares at March 31, 2005 and
     Issued 4,268,805 shares at March 31, 2004                   4,779               4,269
   Paid-In Capital                                           1,245,014             594,598
   Retained Deficit                                         (3,341,943)         (1,150,811)
                                                     -----------------  ------------------

     Total Stockholders' Equity                             (2,092,150)           (551,944)
                                                     -----------------  ------------------

Total Liabilities and Stockholders' Equity           $       1,349,680  $          554,188
                                                     =================  ==================
</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                      F - 3

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                            STATEMENTS OF OPERATIONS





                                                For the years ended
                                                     March 31,
                                              2005                2004
                                       ------------------  ------------------

Revenues                               $        1,322,675  $          266,270
Cost of goods sold                                226,619              56,346
                                       ------------------  ------------------

     Gross Profit                               1,096,056             209,924
                                       ------------------  ------------------

Expenses:
   Sales and marketing                             54,742              12,058
   Software consulting                          2,672,029             942,832
   General and administrative                     519,839             172,493
                                       ------------------  ------------------

     Total Expenses                             3,246,610           1,127,383
                                       ------------------  ------------------

Other Income (Expense)
   Interest income                                  2,629                   -
   Interest expense                               (43,207)            (13,385)
                                       ------------------  ------------------

     Net Loss                          $       (2,191,132) $         (930,844)
                                       ==================  ==================

Basic & Diluted loss per share         $           (0.54)  $           (0.26)
                                       ==================  ==================

Weighted Average Shares                         4,071,255           3,531,825
                                       ==================  ==================











   The accompanying notes are an integral part of these financial statements.

                                      F - 4

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE TWO YEARS ENDED MARCH 31, 2005 AND 2004

<TABLE>
<CAPTION>

                                            Preferred Stock               Common Stock            Paid-In        Retained
                                          Shares      Par Value      Shares        Par Value      Capital         Deficit
                                       -----------   -----------   -----------    -----------    -----------    -----------

<S>                                    <C>           <C>             <C>          <C>            <C>            <C>
Balance at March 31, 2003                     --     $      --       1,828,805    $     1,829    $   207,518    $  (219,967)

Stock issued for Licensing Rights             --            --       2,000,000          2,000        373,500           --
Stock options exercised                                     --         440,000            440           (440)          --
Contributed capital                           --            --            --             --           14,020           --

Net loss                                      --            --            --             --             --         (930,844)
                                       -----------   -----------   -----------    -----------    -----------    -----------

Balance at March 31, 2004                     --            --       4,268,805          4,269        594,598     (1,150,811)

Stock issued for accrued liabilities          --            --         359,580            360        380,566           --

Stock issued for services                     --            --         150,000            150        269,850           --

Net loss                                      --            --            --             --             --       (2,191,132)
                                       -----------   -----------   -----------    -----------    -----------    -----------

Balance at March 31, 2005                     --     $      --       4,778,385    $     4,779    $ 1,245,014    $(3,341,943)
                                       ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements


                                      F - 5

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               For the years ended
                                                                    March 31,
                                                      --------------------------------------
                                                             2005                2004
                                                      ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                   <C>                 <C>
Net Loss                                              $       (2,191,132) $         (930,844)
Adjustments used to reconcile net loss to net cash
     provided by (used in) operating activities:
Depreciation and amortization                                     51,688              18,986
Deferred income                                                   78,219              25,556
Accrued interest converted to convertible debt                     7,000                   -
Accrued expenses converted to convertible debt                    48,000                   -
Stock issued for accrued liabilities                             380,926
Stock issued for services                                        270,000                   -
(Increase) Decrease in accounts receivable                      (216,547)           (142,576)
(Increase) Decrease in other receivables                         (26,639)                  -
(Increase) Decrease in inventory                                 (13,234)             (4,460)
(Increase) Decrease in deposits                                   (3,021)             (3,020)
(Increase) Decrease in Xbridge receivable                       (423,812)            (30,077)
Increase (Decrease) in accrued liabilities                        53,348             101,629
Increase (Decrease) in accounts payable                        1,052,505             864,054
Increase (Decrease) in accrued interest                           24,914               6,727
                                                      ------------------  ------------------
     Net Cash Used in operating activities                      (907,785)            (94,025)
                                                      ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of equipment                                           (116,053)            (16,578)
                                                      ------------------  ------------------
 Net cash provided by investing activities                      (116,053)            (16,578)
                                                      ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Payments on capital lease                                         (1,248)                  -
Cash received from convertible debt                            1,004,000                   -
Proceeds from loans                                               75,755             120,000
Payments on loans                                                (17,000)            (16,000)
Capital contributed by shareholder                                     -               7,566
                                                      ------------------  ------------------
 Net Cash Provided by Financing Activities                     1,061,507             111,566
                                                      ------------------  ------------------

Net (Decrease) Increase in cash and cash equivalents              37,669                 963
Cash and Cash Equivalents at beginning of period                     963                   -
                                                      ------------------  ------------------
Cash and Cash Equivalents at end of period            $           38,632  $              963
                                                      ==================  ==================
</TABLE>

                                     F - 6

<PAGE>

                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                      (Fomerly a Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                       For the years ended
                                                                                            March 31,
                                                                              --------------------------------------
                                                                                     2005                2004
                                                                              ------------------  ------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                                                           <C>                 <C>
  Interest                                                                    $           18,961  $            7,328
  Franchise and income taxes                                                  $                -  $                -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
Common Stock Exchanged for Licensing Rights                                   $                -  $          375,500
</TABLE>



























   The accompanying notes are an integral part of these financial statements.

                                      F - 7

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

         The accompanying  financial statements have been prepared in conformity
with  accounting  principles  generally  accepted  in the United  States,  which
contemplates the Company as a going concern.  However, the Company has sustained
substantial operating losses in recent years and has used substantial amounts of
working capital in its operations.  Realization of a major portion of the assets
reflected  on  the  accompanying  balance  sheet  is  dependent  upon  continued
operations  of the Company  which,  in turn,  is  dependent  upon the  Company's
ability to meet its financing requirements and succeed in its future operations.
Management  believes that actions  presently being taken to revise the Company's
operating and financial  requirements  provide them with the opportunity for the
Company to continue as a going concern.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

         If the  Company  were unable to  continue  as a "going  concern",  then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported revenues and expenses, and the
balance sheet classifications used.

Organization and Basis of Presentation

         CNH Holdings  Company,  Inc., a Nevada  corporation (the Company),  was
incorporated in Delaware on April 15, 1987, under the name of I.S.B.C. Corp. The
Company subsequently  changed its name first to Coral Companies,  Inc., and then
to CNH Holdings  Company.  Domicile  was changed to Nevada in 1997.  The Company
conducted an initial public and secondary offerings during the 1980's.

         On June 15, 1998,  the Company  acquired  Southport  Environmental  and
Development,  Inc. This  acquisition,  however,  was  subsequently  rescinded by
agreement  between the parties  and made a formal  order of the court  effective
April 19, 2000.  This order put the Company in the position which it occupied at
June 14, 1998,  as if none of the actions  which had occurred  from that time to
the date of rescission had transpired.

         On May 5, 2003,  Corvero  Networks,  Inc., a Florida  corporation,  was
formed by CNH Holdings  Company as a wholly-owned  subsidiary to acquire the use
of certain  technology known as the XBridge  Technology.  This technology has as
its principal  component the Corvero Convergence  Platform.  The acquisition was
accomplished by entering into a license agreement with XBridge Software, Inc., a
Delaware corporation. See Note 9, for detailed description of acquisition.




                                      F - 8

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (continued)

         On August 31, 2004,  CNH  Holdings  Company  absorbed its  wholly-owned
subsidiary Corvero Networks,  and began doing business as Cistera Networks.  All
Corvero products adopted the Cistera name.

         The Company was in the development stage from January 1, 1992 to May 5,
2003. Since May 5, 2003, the Company has commenced planned principal  operations
and is no longer in the development stage.

Nature of Operations

         Cistera  Networks,  Inc.  designs and  develops  XML-based  application
appliances  utilized  in  the  IP  Communications  and  Enterprise   Application
Integration  (EAI) markets.  The Cistera  Convergence  Platform(TM)  enables the
integration  of  voice,  video  and data into the  network  infrastructure.  The
Cistera  Integration  Platform(TM)  enables companies to easily share data among
multiple applications across the business enterprise,  and with multiple trading
partners at a fraction of the cost of large, complex solutions.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

         This summary of accounting policies for CNH Holdings Company, Inc. (dba
Cistera Networks)  (formerly a development stage company) is presented to assist
in understanding the Company's  financial  statements.  The accounting  policies
conform to generally accepted  accounting  principles and have been consistently
applied in the preparation of the financial statements.

Use of Estimates

         The financial  statements  are prepared in conformity  with  accounting
principles  generally accepted in the United States of America. In preparing the
financial  statements,  management is required to make estimates and assumptions
that affect the reported  amounts of assets and  liabilities  and  disclosure of
contingent  assets  and  liabilities  as of the date of the  balance  sheet  and
statement of operations for the year then ended.  Actual results may differ from
these estimates. Estimates are used when accounting for allowance for bad debts,
collectibility  of  accounts  receivable,  amounts  due  to  service  providers,
depreciation and litigation contingencies, among others.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.



                                      F - 9

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)

Concentration of Credit Risk

         The Company has no  significant  off-balance  sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

Revenue Recognition

         Revenue and related  costs are reflected in the accounts when earned or
incurred.

Depreciation and Amortization

         Fixed assets are recorded at cost and depreciated  using  straight-line
and  accelerated  methods  over the  estimated  useful lives of the assets which
range from three to seven  years.  Fixed assets  consisted  of the  following at
March 31, 2005 and 2004:


                                                 March 31,
                                            2005               2004
                                     ------------------  -----------------
Computer Equipment                   $           71,099  $          10,008
Trade Show Booth & Fixtures                       7,756              6,570
Office Equipment                                 53,776                  -
Property held under capital leases               10,205                  -
Less accumulated depreciation                   (34,689)            (1,776)
                                     ------------------  -----------------

Total                                $          108,147  $          14,802
                                     ==================  =================

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

         Total depreciation  expense for the years ended March 31, 2005 and 2004
was $32,913 and $1,776, respectively.






                                     F - 10

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)

         The Company has adopted the Financial  Accounting  Standards Board SFAS
No., 142, "Goodwill and Other Intangible Assets." SFAS 142 requires, among other
things,  that companies no longer amortize  goodwill,  but instead test goodwill
for  impairment  at least  annually.  In addition,  SFAS 142  requires  that the
Company identify reporting units for the purposes of assessing  potential future
impairments of goodwill,  reassess the useful lives of other existing recognized
intangible   assets,  and  cease  amortization  of  intangible  assets  with  an
indefinite  useful life.  An  intangible  asset with an  indefinite  useful life
should be tested for impairment in accordance with the guidance in SFAS 142.

         Intangible  Assets  consisted  of the  following  at March 31, 2005 and
2004:

<TABLE>
<CAPTION>

                                                       March 31,
           Intangible Asset                     2005               2004            Amortization Period
---------------------------------------  ------------------  -----------------   ------------------------
<S>                                      <C>                 <C>                         <C>
Licensing Rights                         $          375,500  $         375,500           20 Years
Less accumulated amortization                       (35,985)           (17,210)
                                         ------------------  -----------------

Total                                    $          339,515  $         358,290
                                         ==================  =================
</TABLE>

         Total  amortization  expense for the year ended March 31, 2005 and 2004
was $18,775 and $17,210, respectively.

         The estimated amortization for the next five years is as follows:


2005                                         $            18,775
2006                                                      18,775
2007                                                      18,775
2008                                                      18,775
2009                                                      18,775
                                             -------------------
Total                                        $            93,875
                                             ===================

Earnings (Loss) per Share

         Basic  earnings  (loss) per share has been  computed  by  dividing  the
earnings for the period  applicable to the common  stockholders  by the weighted
average number of common shares outstanding during the years.

         Diluted  loss per common share for the year ended March 31, 2005 is not
presented as it would be  anti-dilutive.  At March 31, 2005, the total number of
potentially dilutive common stock equivalents was 2,344,750.  At March 31, 2004,
there were no dilutive outstanding common stock equivalents.

                                     F - 11

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)

Reclassification

         Certain   reclassifications  have  been  made  in  the  2004  financial
statements to conform with the 2005 presentation.

Deferred Income

         Deferred income represents contracts for certain revenue to be received
in the future. The deferred income is recognized in subsequent years as services
are rendered.

NOTE 3 - CONCENTRATION OF RISK

         As of March 31, 2005,  the Company  receives  approximately  90% of its
gross revenues from its top three re-sellers. The loss of these re-sellers would
adversely impact the business of the Company.

NOTE 4 - INCOME TAXES

         As of March 31, 2005, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $3,342,000 that may be offset
against future taxable income through 2025. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carry-forwards  will expire unused.  Accordingly,  the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.

NOTE 5 - LEASE COMMITMENT

         The Company currently leases  approximately 4,264 square feet of office
space at 17304 Preston Road, Suite 975, Dallas, Texas from Memshalah Realty. The
lease payments are approximately $7,018 per month and the lease expires November
30, 2009.  This office space is used as the Corporate  headquarters.  As part of
the lease  agreement,  the  Company's  first lease payment will not be due until
April 1, 2005. This lease replaces the previous lease for the same office space,
whereby the Company was paying  approximately $6,041 per month and the lease was
to expire October 31, 2004.






                                     F - 12

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 5 - LEASE COMMITMENT (continued)

         The minimum  future lease  payments  under this lease for the next five
years are:


         April 1, 2005 - March 31, 2006                   $       84,216
         April 1, 2006 - March 31, 2007                           84,216
         April 1, 2007 - March 31, 2008                           84,216
         April 1, 2008 - March 31, 2009                           84,216
         April 1, 2009 - March 31, 2010                           56,144
                                                          --------------
         Total minimum future lease payments              $      393,008
                                                          ==============

NOTE 6 - CAPITAL LEASE

         On October 20, 2004,  the Company  entered into an agreement  with Dell
Financial Services to lease five laptop computers and a laser printer. The lease
is for a period of thirty-six  months with a payment of  approximately  $369 per
month.  The Company has an end of lease  purchase  option of $1. The Company has
capitalized  a total of  $10,205  under  capital  leases for the  computers  and
printer in the  financial  statements.  The assets  are  depreciated  over their
related lease terms.  Depreciation of assets under capital leases is included in
depreciation expense for the year ended March 31, 2005.

         The minimum future lease payments under this capital lease for the next
five years are:


         April 1, 2005 - March 31, 2006                            4,428
         April 1, 2006 - March 31, 2007                            4,428
         April 1, 2007 - March 31, 2008                            2,583
         April 1, 2008 - March 31, 2009                                -
         April 1, 2009 - March 31, 2010                                -
                                                          --------------
         Total minimum lease payments                             11,439
         Less: Amount representing interest                       (2,482)
                                                          --------------
         Present value of net minimum
            lease payment                                 $        8,957
                                                          ==============

NOTE 7 - COMMON STOCK

         During May of 2003,  the Company  issued 440,000 shares of common stock
from the exercise of outstanding stock options.

         During  June  of  2003,   the  Company  issued   2,000,000   shares  of
"restricted" common stock to XBridge Software,  Inc. to acquire licensing rights
valued at $375,500.

                                     F - 13

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 7 - COMMON STOCK (continued)

         During the year ended March 31, 2004,  42,819 shares were cancelled and
returned to the Company.

         During the year ended March 31, 2005, the Company issued 150,000 shares
of common stock for services valued at $270,000.

         In January 2005,  the Company issued 359,580 shares of common stock for
accrued liabilities of $380,926.

NOTE 8 - NOTES PAYABLE

         On July  31,2003,  the  Company  received  a loan for  $12,000  from an
unrelated third party.  This is a convertible  note, with an interest rate of 6%
due August 1, 2005. On December 13, 2004,  the  principal  amount of $12,000 and
accrued  interest of $1,000 were converted to convertible  promissory notes (see
Note 10).

         On September 22, 2003, the Company  received a loan for $75,000 from an
unrelated  third party.  This is a  convertible  note,  with  interest at 8% due
September  22, 2004. On December 13, 2004,  the principal  amount of $75,000 and
accrued  interest of $6,000 were converted to convertible  promissory notes (see
Note 10).

NOTE 9 - RELATED PARTY PAYABLE

         During the year ended March 31, 2004, the Company  received a loan from
a shareholder of $33,000.  This note carries an interest rate of 18%. During the
year ended March 31, 2004,  the Company had paid $16,000  towards this note.  On
July 6, 2004,  the Company paid  $19,435.95  in payment of the remainder of this
note.

         During the years ended March 31, 2002,  2003 and 2004,  the Company has
received funds in the amount of $14,020 from related  parties to pay general and
administrative expenses. These funds have been recorded into paid-in capital.

         On May 31,  2004,  the  Company  received  a loan  from an  officer  of
$55,755.  The note carries an interest  rate of 8% and is due December 31, 2005.
At March 31, 2005,  the total amount of principal  and interest due on this note
was $59,560.

         On November  11, 2004,  the Company  received a loan from an officer of
$20,000. The note carries an interest rate of 8% and is due November 1, 2005. At
March 31, 2005,  the total amount of principal and interest due on this note was
$20,619.

                                     F - 14

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 10 - ACQUISITIONS

         On May 5,  2003,  a License  Agreement  was  entered  into  principally
between Corvero Networks and XBridge Software, although CNH Holdings Company was
party to certain provisions. The License Agreement resulted in XBridge licensing
to Corvero all of  XBridge's  right,  title and  interest  in, and to a software
program (and concomitant hardware platforms) which had been developed by XBridge
and which were,  collectively known as the "XBridge Technology." This technology
principally allows for the development,  implementation and commercialization of
XML  integration  solutions  in the EBI and IP Telephony  markets.  CNH Holdings
Company subsequently issued 2,000,000 "restricted" common shares of its stock to
XBridge as a licensing fee.

         On August 31, 2004,  CNH  Holdings  Company  absorbed its  wholly-owned
subsidiary Corvero Networks,  Inc., and began operating as Cistera Networks.  As
of that date,  all Corvero  products  adopted the Cistera name. All of Corvero's
rights  under the License  Agreement  dated May 5, 2003  passed to CNH  Holdings
Company dba Cistera Networks.

NOTE 11 - CONVERTIBLE DEBT

         Effective  December 13, 2004,  the Company issued and sold an aggregate
of $1,146,000 in principal  amount of Senior  Unsecured  Convertible  Promissory
Notes (the "notes"),  and issued  warrants to purchase  1,146,000  shares of our
common stock, par value $0.001 per share (the "warrants").  Of the $1,146,000.00
in notes,  $1,004,000  in  principal  amount of notes were issued for cash,  and
$142,000  in  principal  amount  of notes  were  issued in  connection  with the
cancellation  of an equal amount of the Company's  outstanding  obligations.  At
March 31,  2005,  the Company had  received  cash of  $1,004,000  related to the
notes,  and had  converted  $142,000  of debt to the  notes.  The  total  amount
received in relation  to the notes at March 31, 2005 was  $1,146,000.  The total
amount of principal and interest due at March 31, 2005 was $1,173,217.

         The  notes  bear  interest  at the  rate  of 8% per  annum,  compounded
quarterly on each March 31, June 30, September 30 and December 31 that the notes
are outstanding (each, an interest compounding date). The outstanding  principal
on the notes and all accrued  interest  become due and payable on the earlier of
(a)  December  9,  2006,  or (b) the date on which a change  in  control  of the
Company occurs.

         The  outstanding  principal  and  accrued  interest  on the  notes  are
convertible into shares of common stock at a conversion rate equal to the lesser
of (a) $1.30 per share,  or (b) a 25% discount to the average  closing bid price
of the  Company's  common  stock for the five  days  including  and  immediately
preceding  the interest  compounding  date,  provided that in no event shall the
conversion  price  per  share be less than  $1.00  per  share.  The notes may be
converted, in whole or in part, at the option of the note holder on any interest
compounding date occurring after the effective date of a registration  statement
covering  the resale of shares of common stock to be issued upon  conversion  of
the notes.


                                     F - 15

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 11 - CONVERTIBLE DEBT (continued)

         In  addition,  if the  Company  subsequently  issues  or sells  any new
securities  convertible,  exercisable or exchangeable  into shares of our common
stock  ("convertible  securities")  in a private  transaction and receives gross
proceeds of at least $500,000,  the notes may be converted,  in whole or in part
at the option of the noteholders, into the convertible securities, upon the same
terms and conditions governing the issuance of the convertible securities in the
private  transaction.  The right of the note  holders to  convert  the note into
convertible  securities does not apply to any convertible  securities  issued by
the Company (a) in connection with a merger, acquisition or consolidation of the
Company,   (b)  in  connection  with  strategic  license  agreements  and  other
partnering  arrangements  so long as such  issuances  are not for the purpose of
raising  capital,  (c) in  connection  with bona fide firm  underwritten  public
offerings of its securities,  (d) pursuant to the Company's  incentive and stock
option  plans,  (e) as a result  of the  exercise  of  options  or  warrants  or
conversion of convertible  notes or preferred stock which were granted or issued
as of December 13, 2004.

         The Company may prepay the notes in whole or in part,  upon thirty days
prior written notice to note holders;  provided that partial  prepayments may be
made only in increments of $10,000 and, provided further,  that the note holders
may  convert  the amount of the  proposed  prepayment  into shares of our common
stock,  regardless  of the  period  of  time  that  the  notes  have  then  been
outstanding.

         The  warrants  have a term of five  years  and  are  exercisable  at an
exercise  price  of  $1.30  per  share.  Subject  to an  effective  registration
statement  covering  the  resale of the  shares of common  stock  issuable  upon
exercise of the  Warrants,  the  Company  may,  upon  thirty days prior  written
notice,  redeem the  warrants for $0.10 per share,  in whole or in part,  if our
common  stock  closes with a bid price of at least $3.50 for any ten (10) out of
fifteen (15) consecutive trading days.

NOTE 12 - STOCK OPTIONS

         During the year ended  March 31,  2005,  the Company  issued  1,815,000
stock  options to  employees,  contractors  and other  service  providers to the
Company.  At March 31, 2005,  no  compensation  expense had been recorded as the
exercise price of the options was equal or greater than the fair market value of
the stock.










                                     F - 16

<PAGE>



                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 12 - STOCK OPTIONS (continued)

         The following table sets forth the options  outstanding as of March 31,
2005.

<TABLE>
<CAPTION>
                                                                           Weighted
                                                    Option /                Average             Weighted
                                                    Warrants               Exercise             Average
                                                     Shares                  Price             Fair Value
                                               ------------------      -----------------    ----------------
Options outstanding,
<S>                                            <C>                     <C>                  <C>
       December 31, 2003                                        -          $           -
Granted, Exercise price more than fair value            1,815,000                      1.29                1.43
Granted, Exercise price less than fair value                    -                      -                   -
Expired                                                         -                      -
Exercised                                                       -                      -
                                               ------------------
Options outstanding,
       December 31, 2004                                1,815,000      $               1.29
                                               ==================      =================
</TABLE>

         Exercise  prices for optioned  shares  outstanding as of March 31, 2005
ranged  from  $1.10 to $2.00.  A summary of these  options by range of  exercise
prices is shown as follows:

<TABLE>
<CAPTION>
                                                                                             Weighted-              Weighted-
                                                Weighted-            Shares/                  Average                Average
                            Shares /             Average             Warrants             Exercise Price           Contractual
     Exercise               Warrants            Exercise            Currently                Currently              Remaining
      Price               Outstanding             Price            Exercisable              Exercisable               Life
------------------     ------------------    ---------------    ------------------     ---------------------    -----------------

<C>                    <C>                   <C>                <C>                    <C>                      <C>
$             1.10                635,000    $          1.10               305,000     $                1.10        10 years
1.30                              380,000               1.30                93,750                      1.30        10 years
2.00                              800,000               2.00               800,000                      2.00        10 years
</TABLE>

NOTE 13 - CONTINGENCIES

         The  Company  is a  third-party  defendant  in  litigation  pending  in
Longview, Texas, styled J. DAVID BOLTON, JOANNA BOLTON, WHITNEY GAIDRY, VIRGINIA
ILLE AND KENNETH ILLE VS. LARRY V. TATE, GERALD PYBAS, E. ROBERT BARBEE, H. PAUL
ESTEY, AND ROBERT A. BAKER; CASE NO.  2001-1196-A;  188TH DISTRICT COURT,  GREGG
COUNTY,  TEXAS.  The  Defendants  have sued the Company for  indemnification  of
Plaintiffs' claims.  Plaintiffs seek approximately $975,000 in damages according
to their May 4, 2005,  responses to the Company's requests for disclosure.  This
case has not been set for trial and the parties are still engaging in discovery.
Management intends to vigorously defend these claims.


                                     F - 17

<PAGE>


                           CNH HOLDINGS COMPANY, INC.
                             (dba Cistera Networks)
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 14 - SUBSEQUENT EVENTS

         On May 19,  2005,  the Company  entered  into a merger  agreement  with
Xbridge  Software,  Inc. The Company issued  4,150,000 shares of common stock to
acquire  Xbridge  Software.  Xbridge will be a wholly-  owned  subsidiary of the
Company.

                                     F - 18

<PAGE>

                             XBRIDGE SOFTWARE, INC.

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT


                           DECEMBER 31, 2004 AND 2003






<PAGE>






                                    CONTENTS


                                                                         Page

Independent Auditor's Report..............................................F - 1

Balance Sheets
   December 31, 2004 and 2003.............................................F - 2

Statements of Operations for the
   Years Ended December 31, 2004 and 2003.................................F - 4

Statement of Stockholders' Equity for the
   Years Ended December 31, 2004 and 2003.................................F - 5

Statements of Cash Flows for the
   Years Ended December 31, 2004 and 2003.................................F - 6

Notes to Financial Statements............................................ F - 8




























<PAGE>







                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
Xbridge Software, Inc.



         We have audited the  accompanying  balance sheets of Xbridge  Software,
Inc. as of December 31, 2004 and 2003, and the related statements of operations,
stockholders'  equity and cash flows for the years ended  December  31, 2004 and
2003.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

         We conducted our audits in accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the financial  position of Xbridge Software,
Inc. as of December 31, 2004 and 2003, and the results of its operations and its
cash flows for the years ended  December 31, 2004 and 2003, in  conformity  with
accounting principles generally accepted in the United States of America.




                                                    Respectfully submitted,


                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants
Salt Lake City, Utah
June 22, 2005


                                      F - 1

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                                 BALANCE SHEETS



                                                      December 31,
                                                2004                2003
                                         ------------------  ------------------
Current Assets:
   Cash                                  $            3,379  $            7,929
   Accounts Receivable                            1,710,665             523,850
   Other Receivable                                  14,005               9,000
   Prepaid Expenses                                     654                 654
                                         ------------------  ------------------

      Total Current Assets                        1,728,703             541,433
                                         ------------------

Fixed Assets:
   Computer Equipment                                35,645              35,645
   Office Equipment                                   4,195               4,195
   Less Accumulated Depreciation                    (28,207)            (19,514)
                                         ------------------  ------------------

      Net Fixed Assets                               11,633              20,326
                                         ------------------  ------------------

Intangible Assets:
   Software Development Costs                       366,040             366,040
   Less Amortization                               (216,293)           (143,085)
                                         ------------------  ------------------

      Net Intangible Assets                         149,747             222,955
                                         ------------------  ------------------

Total Assets                             $        1,890,083  $          784,714
                                         ==================  ==================





                                      F - 2

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                                 BALANCE SHEETS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                           2004                2003
                                                                     -----------------  ------------------

Current Liabilities:
<S>                                                                  <C>                <C>
   Accounts payable                                                  $         255,748  $          184,270
   Accrued liabilities                                                         381,864              87,595
   Accrued interest                                                             26,351              13,688
   Notes payable                                                                54,500              65,000
   Related party payables                                                       96,412              95,106
   Payable to CNH Holdings                                                     246,401              32,354
   Deferred tax liability                                                        3,455               4,773
   Income tax payable                                                          168,356              19,603
                                                                     -----------------  ------------------

     Total Current Liabilities                                               1,233,087             502,389
                                                                     -----------------  ------------------

Stockholders' Equity:
   Common Stock, Par Value $.01
     Authorized 2,000,000 shares,
     Issued 1,467,424 shares at December 31, 2004 and
     Issued 1,421,664 shares at December 31, 2003                               14,674              14,216
   Paid-In Capital                                                             581,865             525,123
   Retained Earnings (Deficit)                                                  60,457            (257,014)
                                                                     -----------------  ------------------

     Total Stockholders' Equity                                                656,996             282,325
                                                                     -----------------  ------------------

Total Liabilities and Stockholders' Equity                           $       1,890,083  $          784,714
                                                                     =================  ==================
</TABLE>














   The accompanying notes are an integral part of these financial statements.

                                      F - 3

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                     For the years ended
                                                                                         December 31,
                                                                                   2004                2003
                                                                            ------------------  ------------------

<S>                                                                         <C>                 <C>
Revenues                                                                    $        1,186,815  $          519,875
                                                                            ------------------  ------------------

Expenses:
   Software consulting                                                                 558,827             123,345
   General and administrative                                                          123,244             122,478
                                                                            ------------------  ------------------

     Total Expenses                                                                    682,071             245,823
                                                                            ------------------  ------------------

Other Income (Expense)
   Interest income                                                                          30                  18
   Interest expense                                                                    (15,492)             (9,981)
                                                                            ------------------  ------------------

Net income (loss) before income taxes                                                  489,282             264,089

Income tax (expense) benefit
   Current federal tax                                                                (168,356)            (19,603)
   Deferred income tax                                                                  (3,455)             (4,773)
                                                                            ------------------  ------------------

Net income (loss)                                                           $          317,471  $          239,713
                                                                            ==================  ==================

Basic income (loss) per share                                               $             0.22  $             0.17
                                                                            ==================  ==================

Diluted income (loss) per share                                             $             0.18  $             0.13
                                                                            ==================  ==================
</TABLE>











   The accompanying notes are an integral part of these financial statements.

                                      F - 4

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                                                                  Retained
                                                              Common Stock                    Paid-In             Earnings
                                                       Shares             Par Value           Capital            (Deficit)
                                                  -----------------   -------------------------------------  ------------------

<S>                                               <C>                 <C>                <C>                 <C>
Balance at January 1, 2003                                1,377,664   $          13,776  $          470,563  $         (496,727)

Stock issued for cash                                        44,000                 440              54,560                   -

Net income (loss)                                                 -                   -                   -             239,713
                                                  -----------------   -----------------  ------------------  ------------------

Balance at December 31, 2003                              1,421,664              14,216             525,123            (257,014)

Stock issued for services                                     5,760                  58               7,142                   -

Stock issued for cash                                        40,000                 400              49,600                   -

Net income (loss)                                                 -                   -                   -             317,471
                                                  -----------------   -----------------  ------------------  ------------------

Balance at December 31, 2004                              1,467,424   $          14,674  $          581,865  $           60,457
                                                  =================   =================  ==================  ==================
</TABLE>



   The accompanying notes are an integral part of these financial statements

                                      F - 5

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                       For the years ended
                                                                                           December 31,
                                                                              --------------------------------------
                                                                                     2004                2003
                                                                              ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                                           <C>                 <C>
Net Loss                                                                      $          317,471  $          239,713
Adjustments used to reconcile net loss to net cash
     provided by (used in) operating activities:
Depreciation and amortization                                                             81,901              81,301
Deferred income                                                                                -              (8,500)
Stock issued for expenses                                                                  7,200                   -
(Increase) Decrease in accounts receivable                                            (1,186,815)           (498,506)
(Increase) Decrease in other receivables                                                  (5,005)             (5,000)
(Increase) Decrease in prepaid expenses                                                        -              12,972
Increase (Decrease) in accrued liabilities                                               508,316             119,949
Increase (Decrease) in accounts payable                                                   71,478             (78,230)
Increase (Decrease) in accrued interest                                                   12,663               6,520
Increase (Decrease) in deferred tax liability                                             (1,318)              4,773
Increase (Decrease) in income tax payable                                                148,753              19,603
                                                                              ------------------  ------------------
     Net Cash Used in operating activities                                               (45,356)           (105,405)
                                                                              ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of equipment                                                                          -                (119)
                                                                              ------------------  ------------------
 Net cash provided by investing activities                                                     -                (119)
                                                                              ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from loans                                                                        1,306              53,432
Payments on loans                                                                        (10,500)                  -
Proceeds from sale of stock                                                               50,000              55,000
                                                                              ------------------  ------------------
 Net Cash Provided by Financing Activities                                                40,806             108,432
                                                                              ------------------  ------------------

Net (Decrease) Increase in cash and cash equivalents                                      (4,550)              2,908
Cash and Cash Equivalents at beginning of period                                           7,929               5,021
                                                                              ------------------  ------------------
Cash and Cash Equivalents at end of period                                    $            3,379  $            7,929
                                                                              ==================  ==================
</TABLE>








                                      F - 6

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (continued)

<TABLE>
<CAPTION>

                                                                                       For the years ended
                                                                                           December 31,
                                                                              --------------------------------------
                                                                                     2004                2003
                                                                              ------------------  ------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                                                           <C>                 <C>
  Interest                                                                    $            1,303  $            2,330
  Franchise and income taxes                                                  $                -  $                -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
None
</TABLE>



























   The accompanying notes are an integral part of these financial statements.

                                      F - 7

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

         This  summary of  accounting  policies  for Xbridge  Software,  Inc. is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

         Xbridge Software, Inc., a Delaware corporation (the Company),  formerly
known as Eparrel.com, Inc., was incorporated in February 2000.

Nature of Operations

         The Company provides XML-based hardware  appliances designed to provide
application   integration  and  convergence  management  services  to  both  the
Enterprise  Business  Integration and IP Communications  markets.  The Company's
Intellectual   Property  is  designed  around  the  concepts  of  dynamic  logic
allocation and contextual relationship management.

Use of Estimates

         The financial  statements  are prepared in conformity  with  accounting
principles  generally accepted in the United States of America. In preparing the
financial  statements,  management is required to make estimates and assumptions
that affect the reported  amounts of assets and  liabilities  and  disclosure of
contingent  assets  and  liabilities  as of the date of the  balance  sheet  and
statement of operations for the year then ended.  Actual results may differ from
these estimates. Estimates are used when accounting for allowance for bad debts,
collectibility  of  accounts  receivable,  amounts  due  to  service  providers,
depreciation and litigation contingencies, among others.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Concentration of Credit Risk

         The Company has no  significant  off-balance  sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.






                                      F - 8

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (continued)

Revenue Recognition

         The Company earns revenue from offering  consulting services and from a
licensing  agreement with the Company's  primary client to provide  products and
technology  relating  to the  application  of  artificial  intelligence  and XML
switching.  Revenues  are  recorded  based on royalty  payments  relating to the
licensee's  net sales and  certain  maintenance  fees as outlined in the license
agreement.

Property and Depreciation

         Fixed   assets  are  recorded  at  cost  and   depreciated   using  the
straight-line  method over the estimated  useful lives of the assets which range
from three to five years.  Fixed assets  consisted of the  following at December
31, 2004 and 2003:


                                                December 31,
                                           2004               2003
                                    ------------------  -----------------
Computer Equipment                  $           35,645  $          35,645
Office Equipment                                 4,195              4,195
Less accumulated depreciation                  (28,207)           (19,514)
                                    ------------------  -----------------

Total                               $           11,633  $          20,326
                                    ==================  =================

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

         Total  depreciation  expense for the years ended  December 31, 2004 and
2003 was $8,694 and $7,966, respectively.

Software Development Costs

         Software development costs include all development costs incurred after
the Company's software became "technologically  feasible". Prior to the software
reaching that stage, all development  costs were expensed as incurred.  Once the
software was  developed to the point of being ready for sale,  the Company began
amortizing  the costs over the term of the license  agreement it entered into, 4
years.

         Total  amortization  expense for the years ended  December 31, 2004 and
2003 was $74,453 and $73,208, respectively.


                                      F - 9

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (continued)

         The Company has adopted the Financial  Accounting  Standards Board SFAS
No., 142, "Goodwill and Other Intangible Assets." SFAS 142 requires, among other
things,  that companies no longer amortize  goodwill,  but instead test goodwill
for  impairment  at least  annually.  In addition,  SFAS 142  requires  that the
Company identify reporting units for the purposes of assessing  potential future
impairments of goodwill,  reassess the useful lives of other existing recognized
intangible   assets,  and  cease  amortization  of  intangible  assets  with  an
indefinite  useful life.  An  intangible  asset with an  indefinite  useful life
should be tested for impairment in accordance with the guidance in SFAS 142.

Earnings (Loss) per Share

                  Basic  earnings  per share are  computed by dividing  earnings
available to common stockholders by the weighted average number of common shares
outstanding  during the period.  Diluted  earnings  per share  reflect per share
amounts  that would have  resulted if dilutive  potential  common stock had been
converted to common stock.  The  following  reconciles  amounts  reported in the
financial statements:

<TABLE>
<CAPTION>

                                                                   For the Year Ended December 31, 2004
                                                       -------------------------------------------------------------
                                                              Income               Shares              Per-Share
                                                            (Numerator)         (Denominator)           Amount
                                                         -----------------    -----------------    -----------------
<S>                                                      <C>                          <C>          <C>
Income (Loss) Available to Common                        $         317,471            1,411,036    $               0.22
                                                                                                   =================
  Stockholders

Effect of Dilutive Securities:
  Convertible Preferred Stock                                            -              371,467
                                                         -----------------    -----------------

Income (Loss) Available to Common
  Stockholders-Diluted Earnings Per Share                $         317,471            1,782,503    $               0.18
                                                         =================    =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                                   For the Year Ended December 31, 2003
                                                       -------------------------------------------------------------
                                                              Income               Shares              Per-Share
                                                            (Numerator)         (Denominator)           Amount
                                                         -----------------    -----------------    -----------------
<S>                                                      <C>                          <C>          <C>
Income (Loss) Available to Common                        $         239,713            1,452,091    $               0.17
                                                                                                   =================
  Stockholders

Effect of Dilutive Securities:
  Convertible Preferred Stock                                            -              371,467
                                                         -----------------    -----------------

Income (Loss) Available to Common
  Stockholders-Diluted Earnings Per Share                $         239,713            1,823,558    $               0.13
                                                         =================    =================    =================
</TABLE>

                                     F - 10

<PAGE>

                             XBRIDGE SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (continued)

Reclassification

         Certain   reclassifications  have  been  made  in  the  2003  financial
statements to conform with the 2004 presentation.

NOTE 2 - CONCENTRATION OF RISK

         At  December  31,  2004 and 2003,  the  Company's  revenue  and related
receivables  consist  primarily of a licensing  contract and related  consulting
services  to one  client.  The loss of this client  would  adversely  impact the
business of the Company.

NOTE 3 - INCOME TAXES

         Deferred taxes result from temporary  differences in the recognition of
income and expenses for income tax reporting and financial  statement  reporting
purposes.  The Company had deferred tax liabilities of $3,455 and $4,773 for the
years  ended  December  31,  2004 and 2003,  respectively.  These  deferred  tax
liabilities are the result of differences  between book and tax depreciation and
amortization of intangible assets.

         The  difference  between the effective  income tax rate and the federal
statutory  income tax rate on the income (loss) from  continuing  operations are
presented below:

<TABLE>
<CAPTION>
                                                                       December 31,
                                                                 2004                2003
                                                          ------------------  ------------------

<S>                                                       <C>                 <C>
Expense (Benefit) at the federal statutory rate of 34%    $          166,356  $           79,097
Depreciation/Amortization                                              2,000               1,529
Net operating loss carryforward                                            -             (61,023)
                                                          ------------------  ------------------
Effective Tax Expense                                     $          168,356  $           19,603
                                                          ==================  ==================
</TABLE>

NOTE 4 - COMMITMENTS

         The Company had a lease for its office space that  expired in 2003.  As
of December  31, 2004,  all  activities  of the Company  have been  conducted by
corporate  officers  from  their  business  offices.  Currently,  there  are  no
outstanding  debts owed by the company for the use of these facilities and there
are no  commitments  for future use of the  facilities.  The  Company  paid rent
expense of $24,701 for the year ended December 31, 2003.




                                     F - 11

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 5 - COMMON STOCK

         During 2003,  the Company issued 44,000 shares of common stock for cash
of $55,000.

         During 2004,  the Company issued 40,000 shares of common stock for cash
of $50,000.

         During  2004,  the  Company  issued  5,760  shares of common  stock for
general and administrative expenses of $7,200.

NOTE 6 - NOTES PAYABLE

         During 2004, the Company received loans totaling $65,000. The loans are
due and  payable  on  December  31,  2004 and carry an  interest  rate of 8%. At
December 31, 2004, the Company owed $54,500 on these loans.

NOTE 7 - RELATED PARTY PAYABLE

         The Company had notes  payable to a board  member at December  31, 2004
and 2003 totaling $96,412 and $95,106, respectively. The notes carry an interest
rate of 6% to 12% per annum. The notes are due on demand.

NOTE 8 - AGREEMENTS

         On May 5,  2003,  a License  Agreement  was  entered  into  principally
between Corvero Networks and XBridge Software. The License Agreement resulted in
XBridge licensing to Corvero all of XBridge's right,  title and interest in, and
to a  software  program  (and  concomitant  hardware  platforms)  which had been
developed  by  XBridge  and  which  were,  collectively  known  as the  "XBridge
Technology."   This   technology   principally   allows  for  the   development,
implementation and commercialization of XML integration solutions in the EBI and
IP Telephony markets.

NOTE 9 - STOCK OPTION AND WARRANTS

         Under the terms of the Company's incentive stock option plans, officers
and certain  other  employees  may be granted  options to purchase the Company's
common  stock at no less than 100% of the market price on the date the option is
granted. Options generally vest between two and four years and have a maximum of
ten years.  The Company issued 256,250 options during 2000 and 2001. At December
31, 2004 and 2003, there were 256,250 options outstanding.  Compensation expense
charged to operations in 2004 and 2003 is $0 and $0.

         In  2002  and  2003,  the  Company  issued  common  stock  warrants  to
individuals  in connection  with the Company's  issuance of notes payable to the
individuals. The warrants are exercisable upon issuance and have terms from 3 to
8 years. At December 31, 2004 and 2003, there were 115,217 stock warrants issued
with an exercise price of $1.25.

                                     F - 12

<PAGE>



                             XBRIDGE SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 9 - STOCK OPTION AND WARRANTS (continued)

         The following table sets forth the options and warrants  outstanding as
of December 31, 2003.

<TABLE>
<CAPTION>
                                                                                            Weighted
                                                                     Option /                Average             Weighted
                                                                     Warrants               Exercise             Average
                                                                      Shares                  Price             Fair Value
                                                                ------------------      -----------------    ----------------
Options & warrants outstanding,
<S>                                                             <C>                     <C>                  <C>
       December 31, 2002                                                   338,467      $               0.83
Granted, Exercise price more than fair value                                33,000                      1.25                0.01
Granted, Exercise price less than fair value                                     -                      -                   -
Expired                                                                          -                      -
Exercised                                                                        -                      -
                                                                ------------------
Options & warrants outstanding,
       December 31, 2003                                                   371,467      $               0.87
                                                                ==================      =================
</TABLE>

         The following table sets forth the options and warrants  outstanding as
of December 31, 2004.

<TABLE>
<CAPTION>
                                                                                            Weighted
                                                                     Option /                Average             Weighted
                                                                     Warrants               Exercise             Average
                                                                      Shares                  Price             Fair Value
                                                                ------------------      -----------------    ----------------
Options & warrants outstanding,
<S>                                                             <C>                     <C>                  <C>
       December 31, 2003                                                   371,467      $               0.87
Granted, Exercise price more than fair value                                     -                      -                   -
Granted, Exercise price less than fair value                                     -                      -                   -
Expired                                                                          -                      -
Exercised                                                                        -                      -
                                                                ------------------
Options & warrants outstanding,
       December 31, 2004                                                   371,467      $               0.87
                                                                ==================      =================
</TABLE>











                                     F - 13

<PAGE>


                             XBRIDGE SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 9 - STOCK OPTION AND WARRANTS (continued)

         Exercise  prices for  optioned  shares and warrants  outstanding  as of
December  31,  2004 ranged  from $0.01 to $1.25.  A summary of these  options by
range of exercise prices is shown as follows:

<TABLE>
<CAPTION>
                                                                                             Weighted-              Weighted-
                                                Weighted-            Shares/                  Average                Average
                            Shares /             Average             Warrants             Exercise Price           Contractual
     Exercise               Warrants            Exercise            Currently                Currently              Remaining
      Price               Outstanding             Price            Exercisable              Exercisable               Life
------------------     ------------------    ---------------    ------------------     ---------------------    -----------------

<C>                    <C>                   <C>                <C>                    <C>                      <C>
$             0.01                 45,000    $          0.01                45,000     $                0.01         5 years
0.625                              30,000              0.625                30,000                     0.625         6 years
1.25                              296,467               1.25               296,467                      1.25       1 - 8 years
</TABLE>

         The  Company's   stock  option  plans  provide  for   acceleration   of
exercisability  of the options upon the occurrence of certain events relating to
a change of control, merger, sale of assets or liquidation of the Company.

         The Company  has  elected to account  for the  options  using FASB 123,
"Accounting for Stock-Based  Compensation",  (FAS 123). FAS 123 requires that in
the case of services provided by non-employees  that the stock options be valued
at the fair value of the  services  provided  or the fair value of the  options,
whichever is more reliably  measured.  FAS 123 requires for services provided by
employees that the stock options be valued by using an option valuation model.

NOTE 10 - SUBSEQUENT EVENTS

         On May 19,  2005,  the Company  entered  into a merger  agreement  with
Xbridge  Software,  Inc. The Company issued  4,150,000 shares of common stock to
acquire  Xbridge  Software.  Xbridge will be a wholly-  owned  subsidiary of the
Company.


                                     F - 14

<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

         On May 19, 2005, Xbridge Software, Inc., a Delaware corporation, merged
into CNH Holdings Company,  Inc., a Nevada  corporation,  with Xbridge Software,
Inc. becoming a wholly- owned subsidiary of CNH Holdings Company,  Inc. See "The
Acquisition".  The following  unaudited pro forma condensed  combined  financial
statements are based on the March 31, 2005  historical  financial  statements of
CNH  Holdings  Company,  Inc. and the  December  31, 2004  historical  financial
statements of Xbridge Software,  Inc. contained elsewhere herein,  giving effect
to the transaction  under the purchase  method of accounting,  with CNH Holdings
Company, Inc. treated as the acquiring entity for financial reporting purposes.

         The unaudited pro forma condensed  combined  balance sheet at March 31,
2005 presenting the financial position of the Surviving  Corporation assumes the
purchase  occurred  as of March 31,  2005.  The  unaudited  pro forma  condensed
combined  statement of operations for the year ended March 31, 2005 presents the
results of operations of the Surviving Corporation, assuming the acquisition was
completed on April 1, 2004.

         The unaudited pro forma condensed  combined  financial  statements have
been prepared by management of Xbridge Software,  Inc. and CNH Holdings Company,
Inc. based on the financial  statements included elsewhere herein. The pro forma
adjustments include certain  assumptions and preliminary  estimates as discussed
in the accompanying notes and are subject to change.  These pro forma statements
may not be indicative  of the results that  actually  would have occurred if the
combination  had been in effect on the dates  indicated or which may be obtained
in  the  future.  These  pro  forma  financial  statements  should  be  read  in
conjunction with the accompanying notes and the historical financial information
of Xbridge Software,  Inc. and CNH Holdings Company,  Inc.  (including the notes
thereto) included in this Form. See "FINANCIAL STATEMENTS."





















<PAGE>



                   UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
                                 MARCH 31, 2005

<TABLE>
<CAPTION>

                                                               CNH                                                     Pro Forma
                                                             Holdings           XBridge           Pro Forma            Combined
                                                          Company, Inc.      Software, Inc.      Adjustments            Balance
                                                        ------------------ ------------------ -----------------    -----------------
ASSETS
<S>                                                     <C>                <C>                <C>                  <C>
  Cash                                                  $           38,632 $            3,992 $                  - $          42,624
  Accounts Receivable                                              359,123          1,854,190        (1,843,601)  B          369,712
  Other Receivable                                                  26,639             26,005                 -               52,644
  Inventory                                                         17,694                  -                 -               17,694
  Prepaid Expenses                                                   6,041 654                                -                6,695
  Receivable from XBridge                                          453,889                  -          (453,889)  B                -
                                                        ------------------ ------------------ -----------------    -----------------
     Total Current Assets                                          902,018          1,884,841        (2,297,490)             489,369
                                                        ------------------ ------------------ -----------------    -----------------

  Property and Equipment, Net                                      108,147             11,633                 -              119,780
  Investment in CNH Holdings                                             -            270,000          (270,000)  A                -
  Investment in Xbridge Software                                         -                  -           923,875   A
                                                                                                       (923,875)  B                -
  Intangible Assets, Net                                           339,515            149,747          (339,515)  A          149,747
                                                        ------------------ ------------------ -----------------    -----------------
     Total Assets                                       $        1,349,680 $        2,316,221 $      (2,907,005)   $         758,896
                                                        ================== ================== =================    =================
</TABLE>





















<PAGE>



                   UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
                                 MARCH 31, 2005
                                   (continued)

<TABLE>
<CAPTION>

                                                               CNH                                                     Pro Forma
                                                             Holdings           XBridge           Pro Forma            Combined
                                                          Company, Inc.      Software, Inc.      Adjustments            Balance
                                                        ------------------ ------------------ -----------------    -----------------
LIABILITIES AND STOCKHOLDERS'
EQUITY
<S>                                                     <C>                <C>                <C>                  <C>
  Accounts Payable                                      $        1,920,725 $          223,215 $      (1,843,601)  B$        300,339
  Accrued Liabilities                                              154,977            304,861                 -             459,838
  Related Party Payables                                            80,179             96,412                 -             176,591
  Notes Payable                                                          -             27,500                 -              27,500
  Payable to CNH Holdings                                                -            453,889          (453,889)  B               -
  Deferred Tax Liability                                                 -              3,455            (3,455)  C               -
  Income Tax Payable                                                     -            283,014          (283,014)  C               -
  Current Portion of Long-Term Debt                                  3,032                  -                 -               3,032
                                                        ------------------ ------------------ -----------------    -----------------
     Total Current Liabilities                                   2,158,913          1,392,346        (2,583,959)            967,300

  Lease Obligation Payable                                           5,925                  -                 -               5,925
  Convertible Note                                               1,173,217                  -                 -           1,173,217
                                                        ------------------ ------------------ -----------------    -----------------
     Total Liabilities                                           3,338,055          1,392,346        (2,583,959)          2,146,442
                                                        ------------------ ------------------ -----------------    -----------------

Deferred Income                                                    103,775                  -                 -             103,775
                                                        ------------------ ------------------ -----------------    -----------------

Stockholders' Equity:
  Common Stock                                                       4,468             15,282             2,000   A
                                                                                                        (15,282)  B           6,468
  Additional Paid in Capital                                     1,245,325            657,286           276,375   A
                                                                                                       (657,286)  B       1,521,700
  Retained Earnings (Deficit)                                   (3,341,943)           251,307            35,985   A
                                                                                                       (251,307)  B
                                                                                                        286,469   C      (3,019,489)
                                                        ------------------ ------------------ -----------------    -----------------
     Total Stockholders' Equity (Deficit)                       (2,092,150)           923,875          (323,046)         (1,491,321)
                                                        ------------------ ------------------ -----------------    -----------------

     Total Liabilities and Stockholders' Equity         $        1,349,680 $        2,316,221 $      (2,907,005)   $        758,896
                                                        ================== ================== =================    =================
</TABLE>





See  accompanying  notes to unaudited  pro forma  condensed  combined  financial
statements.


<PAGE>



                  UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
                        FOR THE YEAR ENDED MARCH 31, 2005

<TABLE>
<CAPTION>
                                                               CNH                                                     Pro Forma
                                                             Holdings           XBridge           Pro Forma            Combined
                                                          Company, Inc.     Software, Inc..      Adjustments            Balance
                                                        ------------------ ------------------ -----------------    -----------------

<S>                                                     <C>                <C>                <C>                  <C>
Revenues                                                $        1,322,675 $        1,405,340 $                  - $      2,728,015
Cost of Sales                                                      226,619                  -                 -             226,619
                                                        ------------------ ------------------ -----------------    -----------------

Gross Profit                                                     1,096,056          1,405,340                 -           2,501,396
                                                        ------------------ ------------------ -----------------    -----------------

Expenses:
   Sales & Marketing                                                54,742                  -                 -              54,742
   Software Consulting                                           2,672,029            421,768                 -           3,093,797
   General & Administrative                                        519,839            136,218                 -             656,057
                                                        ------------------ ------------------ -----------------    -----------------

          Total Operating Expenses                               3,246,610            557,986                 -           3,804,596
                                                        ------------------ ------------------ -----------------    -----------------

Net Operating Income (Loss)                                     (2,150,554)           847,354                 -          (1,303,200)

Other Income (Expense):
   Interest Income                                                   2,629                 39                                 2,688
   Interest Expense                                                (43,207)           (14,999)                -             (58,206)
                                                        ------------------ ------------------ -----------------    -----------------

Net Income (Loss) before income taxes                           (2,191,132)           832,394                 -          (1,358,718)

Income tax (expense) benefit
   Current federal tax                                                   -           (283,014)          283,014   A               -
   Deferred income tax                                                   -             (3,455)            3,455   A               -
                                                        ------------------ ------------------ -----------------    -----------------

Net income (loss)                                       $       (2,191,132)$          545,925 $         286,469          (1,358,718)
                                                        ------------------ ------------------ -----------------    -----------------

Loss per share                                          $           (0.54) $             0.39                      $         (0.21)
                                                        ================== ==================                      =================

Weighted average shares outstanding                              4,071,255          1,411,036                             6,467,938
                                                        ================== ==================                      =================
</TABLE>









See  accompanying  notes to unaudited  pro forma  condensed  combined  financial
statements.


<PAGE>


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(1)      GENERAL

         In the  acquisition  involving CNH Holdings  Company,  Inc. and Xbridge
Software,  Inc.,  Xbridge  Software,  Inc. was merged into CNH Holdings Company,
Inc., with Xbridge Software  becoming a wholly-owned  subsidiary of CNH Holdings
Company,  Inc. Under the Plan of Merger,  CNH Holdings Company,  Inc.  cancelled
2,150,000  shares of common  stock held by Xbridge  Software,  Inc.,  and issued
4,150,000 shares of CNH Holdings Company,  Inc. common stock to the shareholders
of  Xbridge  Software,  Inc.  in  exchange  for 100  percent  of the  assets and
liabilities of Xbridge Software, Inc.

(2)      FISCAL YEAR ENDS

         The unaudited pro forma condensed combined statements of operations for
the year ended March 31, 2005, include CNH Holdings Company,  Inc.'s and Xbridge
Software, Inc.'s operations on a common fiscal year.

(3)      PRO FORMA ADJUSTMENTS

         The  adjustments  to the  accompanying  unaudited  pro forma  condensed
combined balance sheet at June 30, 2004 are described below:

         A) Record acquisition of Xbridge Software, Inc. by cancelling 2,150,000
shares of CNH Holdings  Company,  Inc.  common  stock held by Xbridge  Software,
Inc., and issuing 4,150,000 shares of CNH Holdings Company, Inc. common stock to
the  shareholders of Xbridge  Software,  Inc. in exchange for 100 percent of the
assets and liabilities of Xbridge Software, Inc.

         B) Record eliminating journal entries for intercompany balances.

         C) Eliminate  income tax payable and deferred tax liability,  since the
consolidated  entity  will have a loss,  thus no tax will be due,  and to adjust
retained earnings for the reduction in income tax expense.

         The  adjustments  to the  accompanying  unaudited  pro forma  condensed
combined statement of operations at March 31, 2005:

         A)  Eliminate  federal tax expense and deferred  income tax,  since the
consolidated entity will have a loss, thus no tax will be due.



<PAGE>







                                   SIGNATURES


         Pursuant to the  requirements  of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                                          CHH HOLDINGS COMPANY

Dated: June 24, 2005                By  /S/     Derek P. Downs
                                    --------------------------------------------
                                    Derek P. Downs
                                    President and Director
                                    (Principal Executive Officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 24th day of June 2005.

Signatures                                     Title

/S/     Derek P. Downs
----------------------------------------------------------
Derek Downs                                 President and Director
                                            (Principal Executive Officer)


/S/     Cynthia A. Garr
---------------------------------------------------------------
Cynthia A. Garr           Interim C.F.O., Executive Vice-President of Corporate
                          Development, and Director
                          (Principal Financial Officer)


Gregory T. Royal          Executive Vice-President/Chief Technology Officer and
                                 Director















                                       20