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, 2006

                                       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

                             CISTERA NETWORKS, INC.
                 (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
                                                       ---------------

                           CNH Holdings Company, Inc.
(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

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)
<PAGE>

         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, 2006,  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, 2006,  was as follows:  8,077,226  common shares,
$.001 par value per share.

Total revenues for fiscal year ended March 31, 2006: $1,587,900.

At March  31,  2006 the  number  of  shares  of  common  stock  outstanding  was
8,077,226.

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



Indicate by check mark whether the  registrant is a shell company (as defined by
Rule 12b-2 of the Exchange Act). Yes          No      X
                                     --------    --------





















<PAGE>


                                     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.


<PAGE>

                         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 $7,195 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 sam



e office space which  expired  October 31, 2004,  whereby the Company was paying
approximately $6,041 per month.


                            ITEM 3: LEGAL PROCEEDINGS

         In 2005,  the Company was made a  third-party  defendant to  litigation
that was originally  filed on June 5, 2001 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. Plaintiffs sued
Defendants  and the  Company  for breach of  contract  and sought  approximately
$975,000 in damages.  The Defendants had sued the Company for indemnification of
Plaintiffs' claims.

         On February 7, 2006,  the parties  reached an  agreement to settle this
case at  mediation  and signed a binding  agreement  which  settles the disputes
between them. As part of that  settlement,  the Company agreed to deliver 60,000
unrestricted  stock  certificates  of the  Company's  stock to  Plaintiffs.  The
Plaintiffs held 60,000 shares of restricted stock prior to the settlement. Those
60,000 shares were cancelled and reissued as unrestricted shares. The settlement
should not be taken as an  admission  of  liability  and the  Company  expressly
denies any such liability.

         The  Company,  and  certain  of its  current  and former  officers  and
directors are defendants in litigation pending in Dallas,  Texas, styled KINGDON
R. HUGHES VS. GREGORY T. ROYAL,  CYNTHIA A. GARR, JAMES T. MILLER,  JR., CHARLES
STIDHAM, CNH HOLDINGS COMPANY D/B/A CISTERA NETWORKS AND XBRIDGE SOFTWARE, INC.;
Cause No.  DV05-0600-G;  G-134th  District  Court,  Dallas  County,  Texas.  The
plaintiff has alleged a number of complaints  against the defendants,  including
breach of fiduciary duty,  misappropriation of corporate  opportunities,  fraud,
fraudulent inducement,  breach of contract, tortuous interference with contract,
fraudulent transfer,  and shareholder  oppression arising in connection with the
license  agreement  between  the  Company  and  Xbridge  in  May  2003  and  the
acquisition  of Xbridge by the Company in May 2005. The parties held a mediation
conference in April 2006 and have come to an  understanding  with respect to the
principle elements of a potential settlement,  however, no definitive settlement
agreement  has been  entered  into  among  the  parties.  The  likelihood  of an
unfavorable  outcome or the amount or range of any possible  loss to the Company
is not determinable.

         The Company denies these  allegations and is vigorously  defending this
litigation.


<PAGE>

                       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  maintained by the National  Association of Securities
Dealers,  Inc. (NASD), under the symbol CNWT. The following table sets forth the
range of high and low bid  quotations  for the common stock during each calendar
quarter  beginning  April 1, 2004,  and ending March 31, 2006.  The figures have
been rounded to the nearest whole cent.


                                                  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

                  June 30, 2005                   $3.20               $2.42
                  September 30, 2005              $2.65               $1.80
                  December 31, 2005               $2.12               $1.25
                  March 31, 2006                  $1.35               $1.15


          The number of shareholders of record of the Company's  common stock as
of March 31, 2006 was approximately 580.

         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

         On April 29, 2005,  the Company  issued  173,511 shares of common stock
for accrued liabilities of $482,364.


<PAGE>

         On May 27, 2005, the Company issued 4,150,000 shares of common stock to
the shareholders of XBridge Software,  Inc. and cancelled  2,150,000 shares then
held by XBridge,  in connection with the Company's merger with XBridge Software,
Inc. In the merger,  the Company  acquired all of the assets and  liabilities of
XBridge Software,  valued at a net of $782,245, and intellectual property valued
at  $2,717,755.  Goodwill  of  $2,134,821  was also  acquired  and  subsequently
expensed.

         On June 24, 2005,  the Company  issued  100,000  shares of common stock
from the exercise of outstanding stock options at $2 per share.

         Effective  September  21, 2005,  the Company's  authorized  shares were
increased from 10 million shares to 50 million shares.

         On December 31, 2005,  the Company  issued  311,600  shares of stock in
connection with the exercise of warrants issued in the 2004 private placement of
notes and warrants at $1.30 per share.

         On December 31, 2005,  the Company  issued 946,392 shares of stock upon
conversion of certain  outstanding  notes issued in the 2004 private  placement.
The amount of principal represented by these shares was $859,000.  The amount of
accrued interest represented by these shares was $87,392.  These notes converted
at $1.00 per share.

         On March 31,  2006,  the  Company  issued  67,785  shares of stock upon
conversion of certain  outstanding  notes issued in the 2004 private  placement.
The amount of principal  represented by these shares was $57,000.  The amount of
accrued interest represented by these shares was $10,785.  These notes converted
at $1.00 per share.

         One March 31, 2006 the Company issued 2,000 shares of stock to a former
contractor for providing project  management  services valued at $2,000. As part
of the initial  agreement with this  contractor,  these shares were to be issued
upon the delivery of services defined by the agreement.

         On March 31, 2006,  the Company issued 8,000 shares of stock as part of
a legal settlement.  The shares had been previously issued and were cancelled as
part of a court  order,  but were  never  returned  to the  Company.  As per the
settlement,  the 8,000  outstanding were cancelled and subsequently  reissued as
unrestricted shares.

         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.









<PAGE>

                       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  filing.  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 have been included throughout the public filings from the company.


OVERVIEW

         After  beginning  operations  in May  2003,  and  launching  the  first
products in  September  2003,  the Company  has  remained  focused on building a
strong presence as a leading provider of Enterprise Voice-over-Internet-Protocol
(VoIP)  communications  solutions.  Just subsequent to the fiscal 2006 year-end,
IDC (a leading  industry  analyst  firm)  named  Cistera  Networks as one of the
leading companies in the "IP Communications Application Gateway" market.

         As of  April  1,  2006,  we had  over  200  paying  customers  for  the
convergence  appliances,  with over 400 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--such  as  Cisco  Systems,  Nortel,  Avaya,  Sylantro,  and
others--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.

         Over the past several  years we have focused on designing  and refining
our  solutions  based  upon  actual  customer  requirements;  building  a robust
reseller channel,  starting with the recruitment of regional U.S.  resellers and
then ultimately the top global resellers, like AT&T and Bell Canada; and forging
strategic partnerships with industry-leading technology partners.

         We expanded the  geographies  supported  to include  Canada and Western
Europe,  in  accordance  with the  plans to  continue  international  expansion.
Support for these  geographies  was handled  through  alignment  with  strategic
channel  partners  with  established  infrastructures  in country.  An exclusive
agreement with Westcon Group announced in September 2005 garnished  Cistera with
the coveted  representation  to the top reseller channel in Western Europe,  and
later expanded to a worldwide distribution relationship.

         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

<PAGE>

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  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.

         Our revenues have grown from $1,323,000 in fiscal 2005 to $1,587,900 in
fiscal 2006. Our revenues, however, have been insufficient to support operations
and we sustained net losses throughout this period. We augmented revenues, which
were  insufficient to support  operations,  with financing  obtained from select
private investors in a second private placement,  initiated in the fourth fiscal
quarter 2006.  As of March 31, 2006,  $45,000 had been  generated.  In addition,
$405,080  was  raised  from the early  exercise  of 311,600  warrants  issued in
conjuction with the 2004 funding event.

         We have incurred net losses since we began  operations in May 2003. Our
net loss was  approximately  $2,191,132  in our fiscal year ended March 31, 2005
and  approximately  $4,572,094  for the fiscal year ended March 31, 2006.  As of
March 31, 2006, our accumulated deficit was $7,914,037.



         We expect marketing and sales costs, which were 34.8 percent, 34.85 and
33.7 percent,  of our total revenues in fiscal 2004, 2005 and 2006 respectively;
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.


FISCAL YEAR

         Our  fiscal  year ends on March 31.  References  to  fiscal  2006,  for
example, refer to the fiscal year ended March 31, 2006.




<PAGE>

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 78.8 percent of total revenues  during fiscal year 2005,  ending March
31,  2005  and  75.6  percent  of  total  revenues   during  fiscal  year  2006.
Professional  services  revenues  accounted  for 14.4 percent of total  revenues
during  fiscal 2005,  ending  March 31, 2005 and 12.5 percent of total  revenues
during fiscal year 2006. Revenues for our support and maintenance  services made
up 6.8 percent of total revenues  during fiscal 2005,  ending March 31, 2005 and
11.9 percent of total revenues during fiscal year 2006.

        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  value-added  reseller  (VAR) on behalf of the  end-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 12 months,  although terms range from 24 to 60
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

<PAGE>

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 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.

        As our customer base has grown and continues to grow, we have  continued
and will  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. 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  custom  application  development  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 to support emerging markets and develop new technologies.


MARKETING AND SALES

       Marketing and sales  expenses are our largest cost,  accounting for 34.85
percent of total  revenues  for fiscal  2005,  and 33.7 percent for fiscal 2006.
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 28.7
percent for fiscal 2005 and 28.6 percent for fiscal 2006. Since the beginning of
fiscal 2006,  our sales and marketing  costs as a percentage  of total  expenses
have increased from 1.7 percent to 15.1 percent 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

<PAGE>

and sales  expenses  will  increase in absolute  dollars and  continue to be our
largest cost.


GENERAL AND ADMINISTRATIVE

       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.  The  addition of Katrina
Roche as CEO was  announced on June 14, 2005 and she was removed  subsequent  to
the fiscal  2006 year end.  In FY2007 we intend to expand our  executive  staff,
including a CFO and other senior management. Although the current executive team
has foregone full salary payment  during the initial stages of the business,  it
is expected that in fiscal 2007, 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.


ACQUISITION OF XBRIDGE SOFTWARE, INC.

          Effective May 27, 2005, the Company  consummated an Agreement and Plan
of  Merger  by  and  among  XBridge  Software,   Inc.,  a  Delaware  corporation
("XBridge"),  pursuant to which the Company acquired XBridge through a merger of
XBridge with a newly formed Company subsidiary.

         Under the terms of the Merger  Agreement,  the Company issued 4,150,000
shares of its common stock to the former stockholders of XBridge. At the time of
the merger, however, XBridge held 2,150,000 shares of the Company's common stock
that were  cancelled.  Thus,  the number of new shares of common stock issued by
the Company in connection with the merger was only 2,000,000 shares.

         In  addition  to the  4,150,000  shares  issued by the  Company  in the
merger,  options and warrants to purchase  265,643  shares of XBridge stock were
converted into options and warrants to purchase an additional  720,355 shares of
the Company's common stock, at exercise prices ranging from $0.23 to $0.46 cents
per share.

         This   acquisition   enabled  the  Company  to  secure   ownership   of
intellectual property, determined to be essential in fund-raising efforts.



<PAGE>

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

         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.



<PAGE>

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  2005 and  2006,  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.


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 2005 ENDED MARCH 31, 2005,  FISCAL
2006 ENDED MARCH 31, 2006

       Revenues during the fiscal year 2005 ended March 31, 2005 and fiscal year
2006 ended March 31,  2006 were  $1,322,675  and  $1,587,900  respectively.  The
Company  initiated  operations in May 2003. The total number of paying customers
increased  to over 200 as of March 31, 2006 from  approximately  100 as of March
31, 2005.

       Our gross  profit  during the fiscal  year 2005 ended  March 31, 2005 was
$1,100,000,  or 83.2 percent of revenues,  and our  operating  loss for the same
period was  $2,191,132.  Gross  profit for fiscal year 2006 ended March 31, 2006
was $1,251,351, or 78.8 percent of revenues, and the operating loss for the same
period was $4,572,094.

       During the fiscal year 2006, we continued to incur  substantial costs and
operating  expenses  related to the expansion of our business.  We added support
services  personnel  to  manage  the  needs  of the  growing  customer  base and
developers to broaden and enhance our convergence solutions.


LIQUIDITY AND CAPITAL RESOURCES

       At  March  31,  2006,  we  had  cash,  cash  equivalents  and  short-term
marketable  securities  of $60,990,  as  compared to $38,632 at March 31,  2005;
accounts receivable of $198,319,  as compared to $359,123 at March 31, 2005, and
deferred revenue of $229,159; as compared to $103,775 at March 31, 2005.


<PAGE>

       From our start of  operations in May 2003 through the end of fiscal 2006,
we funded our  operations  primarily  through  financing  obtained  from  select
private investors and two private  placements--the first in the third quarter of
fiscal 2005 and the second initiated in the fourth quarter of fiscal 2006.

       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 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.






<PAGE>

                        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, 2006,  there were no significant
changes in the Company's  internal  controls over financial  reporting or in any
other areas that could  significantly  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 as of the period ending March 31,
2006:

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

Derek P. Downs         37    President, Interim Chief Executive Officer and
                             Director

Cynthia A. Garr        45    Interim Chief Financial Officer, Executive Vice-
                             President of Corporate Development and Director


<PAGE>

Greg T. Royal          40     Executive Vice-President/Chief Technology Officer
                              and Director

* 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 Cistera Network,  Inc.  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 Cistera Networks, Inc.:

DEREK  DOWNS - PRESIDENT  - has served as  President  since May 31, 2004 and was
Interim CEO for the Company  since April 2006.  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,

<PAGE>

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.

A.KATRINA  ROCHE,  CHIEF  EXECUTIVE  OFFICER  - Ms.  Roche  served  as our Chief
Executive  Officer and a member of the Board of  Directors  from June of 2005 to
April of 2006.  Ms.  Roche  continues  to  serve  as a  member  of the  Board of
Directors.

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
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."




<PAGE>

                         ITEM 10: EXECUTIVE COMPENSATION



SUMMARY COMPENSATION

         The following  table set forth,  for the last three fiscal  years,  the
annual  and  long  term  compensation  earned  by,  awarded  to,  or paid to the
individuals who were chief executive officer and chief operations officer at any
time during the last fiscal year.

<TABLE>
<CAPTION>
           (a)               (b)         (c)              (d)       (e)           (f)          (g)             (h)         (i)
                                                                   Other                   Securities
                            Year                                   Annual      Restricted  Underlying                   All Other
                            Ended                                 Compen-        Stock      Options/           LTIP      Compen-
        Name and            March      Salary            Bonus     sation       Award(s)      SAR's          Payouts      sation
   Principal Position        31        ($)(1)             ($)       ($)           ($)         (no.)            ($)         ($)
<S>                         <C>        <C>               <C>      <C>          <C>         <C>               <C>        <C>
KATRINA A. ROCHE            2006         $100,000              -         -              -            -               -           -
   Former CEO

DEREK P. DOWNS              2006         $125,000              -         -              -            -               -           -
   President/Director       2005          $31,251              -         -              -            -               -           -
   Interim CEO              2004                -              -         -              -            -               -           -

CYNTHIA A. GARR             2006         $125,000              -         -              -            -               -           -
   Interim CFO/             2005          $31,251              -         -              -            -               -           -
   Director                 2004                -              -         -              -            -               -           -

GREG T. ROYAL               2006         $130,000              -         -              -            -               -           -
   Executive V.P.           2005          $31,251              -         -              -            -               -           -
                            2004                -              -         -              -            -               -           -
</TABLE>

         Pursuant to an employment  agreement dated January 1, 2005, the Company
agreed to pay $125,000 per year to Cynthia  Garr, an officer and director of the
Company.

         Pursuant to an employment  agreement dated January 1, 2005, the Company
agreed to pay $125,000  per year to Derek Downs,  an officer and director of the
Company.

         Pursuant to an employment  agreement dated October 1, 2004, the Company
agreed to pay $130,000 per year to Gregory Royal, an officer and director of the
Company.

         Pursuant to an  employment  agreement  dated June 6, 2005,  the Company
agreed to pay $150,000 per year to A. Katrina Roche,  an officer and director of
the Company. Upon her resignation, that agreement was terminated.




<PAGE>

                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, 2006. 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.

<TABLE>
<CAPTION>
NAME AND ADDRESS        NATURE OF                             SHARES
OF BENEFICIAL OWNERS    OWNERSHIP                             OWNED                         PERCENT
<S>                     <C>                                   <C>                            <C>
Common                  A. Katrina Roche(1)                              0

Common                  Derek P. Downs(1)                        125,199(2)                  1.55%

Common                  Cynthia A. Garr(1)                     1,330,191((2))                16.4%

Common                  Gregory T.  Royal(1)                   1,396,159((2))                16.7%

Common                  Kingdon Hughes                         1,498,722((3))                18.1%

Common                  Charles Stidham                          300,000((4))                14.4%
                        100 Allentown Parkway #110
                        Allen, Texas 75002

Common                  Mark S. Pierce                           556,895((5))                 9.2%
                        5645 Rico Drive
                        Boca Raton, FL 33487

Common                  E-Biz Trans, Inc.                        220,000((5))                 2.7%
                        5645 Rico Drive
                        Boca Raton, FL 33487

Common                  S and B Resources                        220,000((4))                 2.7%
                        789 NE 39th St.
                        Boca Raton, FL 33431

Common                  South Beach Live, Inc.                   356,000((4))                 4.4%
                        100 Allentown Parkway #110
                        Allen, Texas 75002

Common                  Atlantic Asset Management                326,000((4))                 4.0%
                        789 NE 39th St.
                        Boca Raton, FL 33431

All Officers and Directors as a Group                          2,851,549                     33.9%
</TABLE>


<PAGE>

(1)      The business  address for each of Ms. Roche and Garr and Messrs.  Downs
         and Royal is 17304 Preston Road, Suite 975, Dallas, Texas 75252.

(2)      Includes  options  resulting from the  conversion of XBridge  Software,
         Inc. options as set forth in Executive  Compensation - Option Grants in
         last  fiscal  year.  The table does not  include  options  which may be
         granted  under the Cistera  Networks,  Inc. Long Term  Incentive  Stock
         Option Plan, as this plan has not yet been approved by shareholders.

(3)      The business  address for Mr.  Hughes is 16475  Dallas Pkwy,  Suite 440
         Addison, TX 75001. Includes 222,951 shares subject to warrants that are
         presently exercisable.

(4)      Consists  of  300,000  shares  subject to  options  that are  presently
         exercisable. Mr. Stidham holds power of attorney to vote shares held by
         S and B Resources,  South Beach Live, Inc.and Atlantic Asset Management
         and as such may be deemed to be the beneficial  owner of shares held by
         such entities.

(5)      Consists  of  400,000  shares  subject to  options  that are  presently
         exercisable.  Mr.  Pierce is an affiliate  of E-Biz Trans,  Inc. and as
         such,  may be deemed to have shared voting and  dispositive  power with
         respect to the 220,000  shares of our common stock held by E-Biz Trans.
         Mr. Pierce is an affiliate of Mark S. Pierce  Pension Plan and as such,
         may be deemed to have shared voting and dispositive  power with respect
         to the  156,895  shares  of our  common  stock  held by Mark S.  Pierce
         Pension Plan.



       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 that 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

<PAGE>

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.

         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, 2006,  the total amount of principal  and interest due on this note
was $61,143.

         On November  11, 2004,  the Company  received a loan from an officer of
$20,000.  The note carried an interest  rate of 8% and was due November 1, 2005.
At December  31, 2005,  the total  amount of principal  and interest due on this
note was $0.

         On March 31,  2006,  the  Company  received  a loan from an  officer of
$6,400.  The note carries an interest  rate of 8% and is due March 31, 2007.  At
March 31, 2006,  the total amount of principal and interest due on this note was
$6,400.

         In July 2003,  XBridge  Software,  Inc. received loans totaling $33,000
from shareholders.  The loans are due on demand and carry on interest rate of 8%
per annum.  The  Company  acquired  these  loans as part of the  acquisition  of
XBridge  Software in May 2005. At March 31, 2006,  total  principal and interest
due on these loans was $32,060.


                             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
Consolidated Balance Sheets
  March 31, 2006, and 2005..................................................F-2
Consolidated Statements of Operations
  For the Years Ended March 31, 2006 and 2005...............................F-4
Consolidated Statement of Stockholders' Equity
  For the Years Ended March 31, 2006 and 2005...............................F-5
Consolidated Statements of Cash Flows
  For the Years Ended March 31, 2006 and 2005...............................F-6
Notes to Consolidated Financial Statements..................................F-8

2.     EXHIBITS

         The following exhibits are included as part of this report:

Exhibit
Number           Title of Document

2.1         Agreement and Plan of Merger, dated as of May 19, 2005, by and
            among CNH Holdings  Company,  Ms. Cynthia Garr, Mr. Greg Royal
            and XBridge Software, Inc. (1)

<PAGE>

10.1     Exchange and  Settlement  dated as of May 19, 2005,  by and between CNH
         Holdings Company and Ms. Cynthia Garr. (1)
10.2     Exchange and  Settlement  dated as of May 19, 2005,  by and between CNH
         Holdings Company and Mr. Gregory Royal. (1)
10.3     Exchange and  Settlement  dated as of May 19, 2005,  by and between CNH
         Holdings Company and Mr. Derek Downs. (1)
10.4     License Agreement (2)
10.5     Asset Purchase Agreement (2)
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 8-K, dated June 3,
2005. (2) 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.

         On April 25,  2006,  the  Company  filed on Form 8-K under  Item  5.02,
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.



                  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, 2006
and 2005:

           Service                         2006                   2005
------------------------------       ------------------     ------------------
Audit Fees                                     $28,212                $16,275
Audit-Related Fees                                   -                      -
Tax Fees                                           288                    150
All Other Fees                                       -                      -
                                     ------------------     ------------------
Total                                          $28,500                $16,425
                                     ==================     ==================

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.


<PAGE>

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.





















<PAGE>
                       CISTERA NETWORKS, INC. & SUBSIDIARY
                      (FORMERLY CNH HOLDINGS COMPANY, INC.)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT


                             MARCH 31, 2006 AND 2005






<PAGE>






                                    CONTENTS


                                                                      Page

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

Consolidated Balance Sheets
   March 31, 2006 and 2005.............................................F - 2

Consolidated Statements of Operations for the
   Years Ended March 31, 2006 and 2005.................................F - 4

Consolidated Statement of Stockholders' Equity for the
   Years Ended March 31, 2006 and 2005.................................F - 5

Consolidated Statements of Cash Flows for the
   Years Ended March 31, 2006 and 2005.................................F - 6

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











<PAGE>



ROBISON, HILL & CO.                                 CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
                                                    Brent M. Davies, CPA
                                                    David O. Seal, CPA
                                                    W. Dale Westenskow, CPA
                                                    Barry D. Loveless, CPA

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders
Cistera Networks, Inc. & Subsidiary
(Formerly CNH Holdings Company, Inc.)

         We have audited the accompanying consolidated balance sheets of Cistera
Networks,  Inc. & Subsidiary  (formerly CNH Holdings Company,  Inc.) as of March
31,  2006 and 2005,  and the  related  consolidated  statements  of  operations,
stockholders' equity and cash flows for the years ended March 31, 2006 and 2005.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
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 consolidated financial statements referred to above
present  fairly,  in all material  respects,  the financial  position of Cistera
Networks,  Inc.  (formerly CNH Holdings Company,  Inc.) as of March 31, 2006 and
2005,  and the results of its  operations and its cash flows for the years ended
March 31,  2006 and 2005 in  conformity  with  accounting  principles  generally
accepted in the United States of America.

         The accompanying  consolidated  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
July 6, 2006

MEMBERS OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF THE SEC PRACTICE SECTION and THE PRIVATE COMPANIES PRACTICE SECTION

1366 East Murray-Holladay Road, Salt Lake City, Utah  84117-5050
Telephone 801/272-8045, Facsimile 801/277-9942

                                      F - 1

<PAGE>



                       CISTERA NETWORKS, INC. & SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                           CONSOLIDATED BALANCE SHEETS



                                                       March 31,
                                                2006                2005
                                         ------------------  ------------------
Current Assets:
   Cash                                  $           60,990  $           38,632
   Accounts Receivable                              198,319             359,123
   Other Receivable                                  23,927              26,639
   Inventory                                         23,127              17,694
   Prepaid Expenses                                  41,626               6,041
   Receivable from XBridge                                -             453,889
                                         ------------------  ------------------

      Total Current Assets                          347,989             902,018
                                         ------------------  ------------------

Fixed Assets:
   Computer Equipment                               117,725              71,099
   Trade Show Booth & Fixtures                        8,774               7,756
   Office Equipment                                  72,622              53,776
   Property held under capital leases                10,205              10,205
   Less Accumulated Depreciation                   (115,524)            (34,689)
                                         ------------------  ------------------

      Net Fixed Assets                               93,802             108,147
                                         ------------------  ------------------

Intangible Assets:
   Licensing rights                                       -             375,500
   Intellectual property                          2,717,755                   -
   Software development                             366,040                   -
   Less Amortization                               (477,091)            (35,985)
                                         ------------------  ------------------

      Net Intangible Assets                       2,606,704             339,515
                                         ------------------  ------------------

Total Assets                             $        3,048,495  $        1,349,680
                                         ==================  ==================





                                      F - 2

<PAGE>



                       CISTERA NETWORKS, INC. & SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                           CONSOLIDATED BALANCE SHEETS
                                   (continued)


<TABLE>
<CAPTION>
                                                                    March 31,
                                                            2006                2005
                                                      -----------------  ------------------

Current Liabilities:
<S>                                                   <C>                <C>
   Accounts payable                                   $       1,015,596  $        1,920,725
   Accrued liabilities                                          623,361             154,977
   Related party payables                                        84,938              80,179
   Short-term notes payable                                      36,000                   -
   Convertible promissory notes                                 230,000                   -
   Current portion of long-term debt                              3,581               3,032
   Current portion of deferred income                           110,008              53,457
                                                      -----------------  ------------------

     Total Current Liabilities                                2,103,484           2,212,370
                                                      -----------------  ------------------

Long-Term Liabilities
   Lease obligation payable                                       2,415               5,925
   Convertible promissory notes                                  45,000           1,173,217
   Deferred income                                              119,151              50,318
                                                      -----------------  ------------------
     Total Long-Term Liabilities                                166,566           1,229,460
                                                      -----------------  ------------------

     Total Liabilities                                        2,270,050           3,441,830
                                                      -----------------  ------------------

Stockholders' Equity:
   Common Stock, Par Value $.001
     Authorized 50,000,000 shares,
     Issued 8,077,226 shares at March 31, 2006 and
     Issued 4,467,938 shares at March 31, 2005                    8,077               4,468
   Paid-In Capital                                            8,684,405           1,245,325
   Retained Deficit                                          (7,914,037)         (3,341,943)
                                                      -----------------  ------------------

     Total Stockholders' Equity                                 778,445          (2,092,150)
                                                      -----------------  ------------------

Total Liabilities and Stockholders' Equity            $       3,048,495  $        1,349,680
                                                      =================  ==================
</TABLE>



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

                                      F - 3

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                  For the years ended
                                                       March 31,
                                                2006                2005
                                         ------------------  ------------------

Revenues                                 $        1,587,900  $        1,322,675
Cost of goods sold                                  336,549             226,619
                                         ------------------  ------------------

     Gross Profit                                 1,251,351           1,096,056
                                         ------------------  ------------------

Expenses:
   Sales and marketing                              538,290              54,742
   Research and development                         587,302                   -
   Software consulting                              992,125           2,672,029
   Professional fees                                487,142             110,879
   General and administrative                       971,044             408,960
                                         ------------------  ------------------

     Total Expenses                               3,575,903           3,246,610
                                         ------------------  ------------------

Other Income (Expense)
   Interest income                                    1,466               2,629
   Interest expense                                (114,187)            (43,207)
   Write-off of goodwill                         (2,134,821)                  -
                                         ------------------  ------------------

     Total Other Income (Expense)                (2,247,542)            (40,578)
                                         ------------------  ------------------

     Net Loss                            $       (4,572,094) $       (2,191,132)
                                         ==================  ==================

Basic & Diluted loss per share           $           (0.72)  $           (0.54)
                                         ==================  ==================

Weighted Average Shares                           6,393,718           4,071,255
                                         ==================  ==================








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

                                      F - 4

<PAGE>



                       CISTERA NETWORKS, INC. & SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE TWO YEARS ENDED MARCH 31, 2006 AND 2005

<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, 2004                           -  $       -    3,958,358  $    3,958  $  594,909  $(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                           -          -    4,467,938       4,468   1,245,325   (3,341,943)

Stock issued for accrued liabilities                -          -      173,511         174     482,190            -
Stock issued for acquisition of Xbridge             -          -    2,000,000       2,000   5,298,000            -
Stock issued from exercise of stock options         -          -      100,000         100     199,900            -
Stock issued for conversion of notes payable        -          -    1,325,777        1325   1,417,932            -
Stock issued for services                           -          -        2,000           2       1,998            -
Stock issued for legal settlement                   -          -        8,000           8           -            -
Contributed capital                                 -          -            -           -      39,060            -
Net loss                                            -          -            -           -           -   (4,572,094)
                                               ------  ---------  -----------  ----------  ----------  -----------

Balance at March 31, 2006                           -  $       -    8,077,226  $    8,077  $8,684,405  $(7,914,037)
                                               ======  =========  ===========  ==========  ==========  ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                      F - 5

<PAGE>



                       CISTERA NETWORKS, INC. & SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                For the years ended
                                                                     March 31,
                                                              2006                2005
                                                       ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                    <C>                 <C>
Net Loss                                               $       (4,572,094) $       (2,191,132)
Adjustments used to reconcile net loss to net cash
     provided by (used in) operating activities:
Write-off of goodwill                                           2,134,821                   -
Depreciation and amortization                                     318,120              51,688
Deferred income                                                   125,384              78,219
Accrued interest converted to convertible debt                          -               7,000
Accrued expenses converted to convertible debt                          -              48,000
Stock issued for accrued interest                                  98,177                   -
Stock issued for accrued liabilities                              543,004             380,926
Stock issued for services                                           2,000             270,000
Stock issued for legal settlement                                       8                   -
(Increase) Decrease in accounts receivable                        147,467            (216,547)
(Increase) Decrease in other receivables                                -             (26,639)
(Increase) Decrease in inventory                                   (5,433)            (13,234)
(Increase) Decrease in prepaid expenses                           (34,284)             (3,021)
(Increase) Decrease in Xbridge receivable                        (569,525)           (423,812)
Increase (Decrease) in accrued liabilities                        431,342              53,348
Increase (Decrease) in accounts payable                           778,440           1,052,505
Increase (Decrease) in related party payable                         (367)             24,914
                                                       ------------------  ------------------
     Net Cash Used in operating activities                       (602,940)           (907,785)
                                                       ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Cash acquired from Xbridge                                          2,834                   -
Purchase of equipment                                             (23,475)           (116,053)
                                                       ------------------  ------------------
 Net cash provided by investing activities                        (20,641)           (116,053)
                                                       ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Payments on capital lease                                          (2,961)             (1,248)
Sale of common stock                                              583,500                   -
Cash received from convertible debt                                45,000           1,004,000
Proceeds from loans                                                56,400              75,755
Payments on loans                                                 (36,000)            (17,000)
                                                       ------------------  ------------------
 Net Cash Provided by Financing Activities                        645,939           1,061,507
                                                       ------------------  ------------------

Net (Decrease) Increase in cash and cash equivalents               22,358              37,669
Cash and Cash Equivalents at beginning of period                   38,632                 963
                                                       ------------------  ------------------
Cash and Cash Equivalents at end of period             $           60,990  $           38,632
                                                       ==================  ==================
</TABLE>

                                      F - 6

<PAGE>

                       CISTERA NETWORKS, INC. & SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (continued)

<TABLE>
<CAPTION>
                                                                       For the years ended
                                                                            March 31,
                                                                     2006                2005
                                                              ------------------  ------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                                           <C>                 <C>
  Interest                                                    $           57,312  $           18,961
  Franchise and income taxes                                  $                -  $                -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
</TABLE>


         On May 27, 2005, the Company issued 4,150,000 shares of common stock to
the shareholders of XBridge Software,  Inc. and cancelled  2,150,000 shares then
held by XBridge,  in connection with the Company's merger with XBridge Software,
Inc. In the merger,  the Company  acquired all of the assets and  liabilities of
XBridge Software,  valued at a net of $782,245, and intellectual property valued
at  $2,717,755.  Goodwill  of  $2,134,821  was also  acquired  and  subsequently
expensed.

         On December 31, 2005, the Company issued 946,392 shares of stock due to
the  conversion  of note  principal  and interest  from private  placement  fund
holders. The amount of principal  represented by these shares was $859,000.  The
amount of accrued interest represented by these shares was $87,392.

         On March 31, 2006, the Company issued 67,785 shares of stock due to the
conversion of note  principal and interest from private  placement fund holders.
The amount of principal  represented by these shares was $57,000.  The amount of
accrued interest represented by these shares was $10,785.











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

                                      F - 7

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

         The accompanying  consolidated  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 consolidated 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>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED 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.

         On May 27, 2005, the Company acquired XBridge Software,  Inc. through a
merger between XBridge and a Company  subsidiary.  XBridge will continue to be a
wholly-owned subsidiary of the Company.

         On September 27, 2005,  the Company  changed its name from CNH Holdings
Company to Cistera Networks, Inc.

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

Principles of Consolidation

         The  consolidated  financial  statements  for the years ended March 31,
2006  include  the  accounts  of Cistera  Networks,  Inc.  and its  wholly-owned
subsidiary  XBridge Software,  Inc. XBridge  Software,  Inc. was acquired by the
Company on May 27, 2005.

         The  results  of  subsidiaries  acquired  or sold  during  the year are
consolidated  from their effective dates of acquisition  through their effective
dates of disposition.

         All  significant  intercompany  balances  and  transactions  have  been
eliminated.




                                      F - 9

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)

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.

Revenue Recognition

         The  Company's  revenue  is  comprised  of  three  main  sources:   (1)
hardware/software   sales,  (2)  professional   services  and  (3)  support  and
maintenance  contracts.  Hardware/software  sales revenues are recognized when a
valid purchase  order has been received from a client and the  hardware/software
has been shipped and invoiced to the client.  Hardware/software revenue is fixed
and determinable at the time of shipment as clients are engaged with the Company
in a two-tier  distribution  model with no  refund/return  rights.  Professional
services revenue and costs are recognized when an installation  project has been
completed and client sign-off received.  Professional  services revenue is fixed
and  determinable  only at the time of client approval as typical client install
projects involve several vendors working against  shifting  deadlines to install
multiple solutions.  Support and maintenance contracts are executed on an annual
basis and the revenue from these  contracts is  recognized on a monthly basis as
the support fees are earned.

Inventory

         Inventory  consists of equipment  that has been returned to the Company
because  the  customer  has quit the  project  or there were  problems  with the
hardware.  The machines are refurbished and used in future sales.  The inventory
assets are recorded at cost.


                                     F - 10

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)

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, 2006 and 2005:


                                                     March 31,
                                              2006               2005
                                       ------------------  -----------------
Computer Equipment                     $          117,725  $          71,099
Trade Show Booth & Fixtures                         8,774              7,756
Office Equipment                                   72,622             53,776
Property held under capital leases                 10,205             10,205
Less accumulated depreciation                    (115,524)           (34,689)
                                       ------------------  -----------------

Total                                  $           93,802  $         108,147
                                       ==================  =================

         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, 2006 and 2005
was $46,106 and $32,913, respectively.

Intangible Assets

         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.







                                     F - 11

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)

         Intangible  Assets  consisted  of the  following  at March 31, 2006 and
2005:

<TABLE>
<CAPTION>
                                                       March 31,
           Intangible Asset                     2006               2005            Amortization Period
---------------------------------------  ------------------  -----------------   ------------------------
<S>                                      <C>                 <C>                 <C>
Licensing Rights                         $                -  $         375,500           20 Years
Intellectual Property                             2,717,755                  -           15 Years
Software Development                                366,040                  -           4 Years
Less accumulated amortization                      (477,091)           (35,985)
                                         ------------------  -----------------

Total                                    $        2,606,704  $         339,515
                                         ==================  =================
</TABLE>

         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
which was four  years.  The  software  development  costs were  acquired  in the
acquisition of XBridge Software, Inc.

         On May 27, 2005, the Company issued 2,000,000 shares of common stock to
acquire the assets and  liabilities  of XBridge  Software,  Inc. The shares were
valued at the market price on the effective date of the  acquisition,  which was
$2.65 per  share.  The  Company  acquired  net  assets  valued at  $782,245  and
intellectual property valued at $2,717,755.  The Company has determined that the
intellectual  property has a useful life of 15 years, and is using straight-line
amortization.

         Total amortization  expense for the years ended March 31, 2006 and 2005
was $265,492 and $18,775, respectively.

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


2005                                         $           221,116
2006                                                     181,184
2007                                                     181,184
2008                                                     181,184
2009                                                     181,184
                                             -------------------
Total                                        $           945,852
                                             ===================





                                     F - 12

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)

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,  2006 and
2005 is not presented as it would be anti-dilutive. At March 31, 2006, the total
number of potentially dilutive common stock equivalents was 2,907,019.  At March
31, 2005, the total number of potentially  dilutive common stock equivalents was
2,344,750.

Reclassification

         Certain   reclassifications  have  been  made  in  the  2005  financial
statements to conform with the 2006 presentation.

Deferred Income

         Deferred income represents contracts for certain revenue to be received
in the future and come from  support  and  maintenance  contracts.  Support  and
maintenance contracts are executed on an annual basis and the revenue from these
contracts is recognized on a monthly basis as the support fees are earned.

Research and Development

         Research and  development  expenses  consist  primarily of salaries and
related expenses, and allocated overhead related to increasing the functionality
and enhancing the ease of use of the convergence platform and applications.

NOTE 3 - CONCENTRATION OF RISK

         As of March 31, 2006,  the Company  receives  approximately  48% of its
gross  revenues  from its top three  re-sellers.  This  represents a decrease in
concentration  of business  from the 90%  reported  for the year ended March 31,
2005. The loss of these  re-sellers  would adversely  impact the business of the
Company.

NOTE 4 - INCOME TAXES

         As of March 31, 2006, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $7,914,000 that may be offset
against future taxable income through 2026. 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.

                                     F - 13

<PAGE>




                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

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 $7,195 per month and the lease expires November
30, 2009. This office space is used as the Corporate Headquarters.

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


         April 1, 2006 - March 31, 2007                   $       88,496
         April 1, 2007 - March 31, 2008                           91,107
         April 1, 2008 - March 31, 2009                           93,239
         April 1, 2009 - March 31, 2010                           63,107
         April 1, 2010 - March 31, 2011                                -
                                                          --------------
         Total minimum future lease payments              $      335,949
                                                          ==============

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, 2006.

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


         April 1, 2006 - March 31, 2007                            4,428
         April 1, 2007 - March 31, 2008                            2,953
         April 1, 2008 - March 31, 2009                                -
         April 1, 2009 - March 31, 2010                                -
         April 1, 2010 - March 31, 2011                                -
                                                          --------------
         Total minimum lease payments                              7,381
         Less: Amount representing interest                       (1,385)
                                                          --------------
         Present value of net minimum
            lease payment                                 $        5,996
                                                          ==============







                                     F - 14

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 7 - COMMON STOCK

         In January 2005,  the Company issued 359,580 shares of common stock for
accrued  liabilities  of  $380,926.  During the year ended March 31,  2005,  the
Company  issued  150,000  shares of common stock to XBridge  Software,  Inc. for
services valued at $270,000.

         On April 29, 2005,  the Company  issued  173,511 shares of common stock
for accrued liabilities of $482,364.

         On May 27, 2005, the Company issued 4,150,000 shares of common stock to
the shareholders of XBridge Software,  Inc. and cancelled  2,150,000 shares then
held by XBridge,  in connection with the Company's merger with XBridge Software,
Inc. In the merger,  the Company  acquired all of the assets and  liabilities of
XBridge Software,  valued at a net of $782,245, and intellectual property valued
at  $2,717,755.  Goodwill  of  $2,134,821  was also  acquired  and  subsequently
expensed.

         On June 24, 2005,  the Company  issued  100,000  shares of common stock
from the exercise of outstanding stock options at $2 per share.

         Effective  September  21, 2005,  the Company's  authorized  shares were
increased from 10 million shares to 50 million shares.

         On December 31, 2005,  the Company  issued  311,600  shares of stock in
connection with the exercise of warrants issued in the 2004 private placement of
notes and warrants at $1.30 per share.

         On December 31, 2005,  the Company  issued 946,392 shares of stock upon
conversion of certain  outstanding  notes issued in the 2004 private  placement.
The amount of principal represented by these shares was $859,000.  The amount of
accrued interest represented by these shares was $87,392.  These notes converted
at $1.00 per share.

         On March 31,  2006,  the  Company  issued  67,785  shares of stock upon
conversion of certain  outstanding  notes issued in the 2004 private  placement.
The amount of principal  represented by these shares was $57,000.  The amount of
accrued interest represented by these shares was $10,785.  These notes converted
at $1.00 per share.

         One March 31, 2006 the Company issued 2,000 shares of stock to a former
contractor for providing project  management  services valued at $2,000. As part
of the initial  agreement with this  contractor,  these shares were to be issued
upon the delivery of services defined by the agreement.

         On March 31, 2006,  the Company issued 8,000 shares of stock as part of
a legal settlement.  The shares had been previously issued and were cancelled as
part of a court  order,  but were  never  returned  to the  Company.  As per the
settlement,  the 8,000  outstanding were cancelled and subsequently  reissued as
unrestricted shares.


                                     F - 15

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 8 - NOTES PAYABLE

         In June 2005, the Company  received loans totaling  $50,000.  The notes
are due May 30,  2006 and carry an interest  rate of 8% per annum.  At March 31,
2006, the total amount of principal and interest due on this note was $38,217.

NOTE 9 - RELATED PARTY TRANSACTIONS

         On March 5, 2003,  we (1) obtained an exclusive  license to certain XML
technology  from XBridge in exchange  for the issuance of 500,000  shares of our
common  stock,  and (2)  entered  into an asset  purchase  agreement  to acquire
certain of XBridge's assets. On June 20, 2003, we issued an additional 1,500,000
shares of our common  stock to XBridge in  settlement  of certain CNH  Holdings'
obligations under the license agreement and asset purchase agreement. Subsequent
to the settlement transaction,  the officers and directors of XBridge became our
officers and directors.

         Subsequent  to  March  2003,  the  Company  had  entered  into a master
services  agreement with XBridge  pursuant to which XBridge provided the Company
with certain  development  and  maintenance  services.  In connection  with this
master  services  agreement,  the  Company had  previously  issued to XBridge an
additional  150,000  shares of its common stock and had  incurred  approximately
$1,860,000 in past due service fee debt.

         Effective  May  27,  2005,  we  acquired   XBridge   through  a  merger
transaction  and obtained  ownership of the XBridge  intellectual  property upon
which our products are based. Prior to entering into the agreement governing the
merger,  (a) Ms. Cynthia Garr, the Company's  Executive Vice President,  interim
Chief Financial Officer and a director, was also the President and a director of
XBridge,  (b), Mr. Gregory Royal, the Company's Chief  Technology  Officer and a
director,  was also a Vice  President  and a director of XBridge,  (c) Mr. Derek
Downs the Company's  acting Chief Executive  Officer and a director,  was also a
consultant to XBridge.

         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, 2006,  the total amount of principal  and interest due on this note
was $61,143.

         On November  11, 2004,  the Company  received a loan from an officer of
$20,000.  The note carried an interest  rate of 8% and was due November 1, 2005.
At December  31, 2005,  the total  amount of principal  and interest due on this
note was $0.

         On March 31,  2006,  the  Company  received  a loan from an  officer of
$6,400.  The note carries an interest  rate of 8% and is due March 31, 2007.  At
March 31, 2006,  the total amount of principal and interest due on this note was
$6,400.




                                     F - 16

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 9 - RELATED PARTY TRANSACTIONS (continued)

         In July 2003,  XBridge  Software,  Inc. received loans totaling $33,000
from shareholders.  The loans are due on demand and carry on interest rate of 8%
per annum.  The  Company  acquired  these  loans as part of the  acquisition  of
XBridge  Software in May 2005. At March 31, 2006,  total  principal and interest
due on these loans was $32,060.

         Pursuant to an employment  agreement dated January 1, 2005, the Company
agreed to pay $125,000 per year to Cynthia  Garr, an officer and director of the
Company.

         Pursuant to an employment  agreement dated January 1, 2005, the Company
agreed to pay $125,000  per year to Derek Downs,  an officer and director of the
Company.

         Pursuant to an employment  agreement dated October 1, 2004, the Company
agreed to pay $130,000 per year to Gregory Royal, an officer and director of the
Company.

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 Cistera Networks,
Inc.

         On May 27,  2005,  the Company  issued  2,000,000  new shares of common
stock to acquire the assets and liabilities of XBridge Software, Inc. The shares
were valued at the market price on the effective date of the acquisition,  which
was $2.65 per share.  The Company  acquired  net assets  valued at $782,245  and
intellectual  property  valued at  $2,717,755.  Goodwill of $2,134,821  was also
acquired and subsequently expensed.



                                     F - 17

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

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 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
December  31,  2005,  a number of note  holders  opted to convert  their debt as
provided in their note agreements. The total number of shares issued due to this
conversion was 946,392. The amount of principal  represented by these shares was
$859,000.  The  amount of  accrued  interest  represented  by these  shares  was
$87,392.  At March 31, 2006,  three note holders  opted to convert their debt as
provided in their note agreements. The total number of shares issued due to this
conversion was 67,785.  The amount of principal  represented by these shares was
$57,000. The amount of accrued interest represented by these shares was $10,785.
These notes  converted at $1.00 per share.  The total  amount of  principal  and
interest due at March 31, 2006 was $262,876.

         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.

         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.


                                     F - 18

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 11 - CONVERTIBLE DEBT (continued)

         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.  Because  at that  price  it would be
profitable for the warrant  holders to exercise  their  warrants  rather than to
allow the  redemption  to  proceed,  we assume  they would  choose to  exercise.
However,  there is no assurance  that our stock price will rise to the $3.50 per
share redemption trigger price, or that all of the warrants will be exercised.

         The Company is currently seeking to issue and sell a second offering of
Senior Unsecured Convertible  Promissory Notes. This second offering will mirror
the terms of the previous Private Placement Funding as stated above,  except for
the  conversion of stock and interest is set at a fixed rate of $1.00 per share.
The notes and  accrued  interest  are due and payable two years from the date of
the note.  As of March 31, 2006,  $45,000 had been  received by the Company from
this offering.

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, 2006,  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.  As of March 31, 2006,  1,015,000 of the total stock  options are not
exercisable, as they are not yet approved or registered.











                                     F - 19

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED 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
                                                                ------------------      -----------------    ----------------
<S>                                                             <C>                     <C>                  <C>
Options outstanding,
       March 31, 2004                                                            -          $           -
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,
       March 31, 2005                                                    1,815,000      $               1.29
                                                                ==================      =================
</TABLE>

         The following table sets forth the options  outstanding as of March 31,
2006.

<TABLE>
<CAPTION>
                                                                                            Weighted
                                                                     Option /                Average             Weighted
                                                                     Warrants               Exercise             Average
                                                                      Shares                  Price             Fair Value
                                                                ------------------      -----------------    ----------------
<S>                                                             <C>                     <C>                  <C>
Options outstanding,
       March 31, 2005                                                    1,815,000      $               1.29 $              1.43
Options outstanding from Xbridge merger                                    529,945                      0.23                0.34
Warrants outstanding from Xbridge merger                                   312,439                      0.46                0.46
Warrants outstanding from Private Placement                              1,146,000                      1.30                1.30
Outstanding warrants from early exercise of
     Private Placement Warrants                                            155,800                      1.30                1.30
Granted, Exercise price more than fair value                                     -                      -                   -
Granted, Exercise price less than fair value                                     -                      -                   -
Expired                                                                          -                      -
Exercised                                                                 (411,600)                     1.47                -
                                                                ------------------
Options outstanding,
       March 31, 2006                                                    3,547,584      $               1.04
                                                                ==================      =================
</TABLE>

         Exercise  prices for optioned  shares  outstanding as of March 31, 2006
ranged  from  $1.10 to $2.00.  A summary of these  options by range of  exercise
prices is shown as follows:



                                     F - 20

<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 12 - STOCK OPTIONS (continued)

<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
------------------     ------------------    ---------------    ------------------     ---------------------    -----------------
<S>                    <C>                   <C>                <C>                    <C>                      <C>
$             1.10                635,000    $          1.10                     -     $                1.10        10 years
1.30                              380,000               1.30                     -                      1.30        10 years
2.00                              700,000               2.00               700,000                      2.00        10 years
..01                               122,028                .01               122,028                       .01         3 years
..23                                81,352                .23                81,352                       .23         3 years
..46                               325,565                .46               325,565                       .46         3 years
..46                               222,951                .46               312,439                       .46         3 years
..46                                89,488                .46                89,488                       .46        4 months
1.30                              990,200               1.30               990,200                      1.30         5 years
</TABLE>

         In September 2005, although the stock price had not achieved the levels
necessary  to allow the Company to redeem the  warrants,  warrant  holders  were
offered an  incentive  of one-half  warrant  for each  warrant  exercised.  This
incentive  expired on  December  31,  2005.  The  Company  raised an  additional
$405,080  from the  exercise of 311,600  warrants and issued  155,800  incentive
warrants.

NOTE 13 - CONTINGENCIES

         In 2005,  the Company was made a  third-party  defendant to  litigation
that was originally  filed on June 5, 2001 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. Plaintiffs sued
Defendants  and the  Company  for breach of  contract  and sought  approximately
$975,000 in damages.  The Defendants had sued the Company for indemnification of
Plaintiffs' claims.

         On February 7, 2006,  the parties  reached an  agreement to settle this
case at  mediation  and signed a binding  agreement  which  settles the disputes
between them. As part of that  settlement,  the Company agreed to deliver 60,000
unrestricted  stock  certificates  of the  Company's  stock to  Plaintiffs.  The
Plaintiffs held 60,000 shares of restricted stock prior to the settlement. Those
60,000 shares were cancelled and reissued as unrestricted shares. The settlement
should not be taken as an  admission  of  liability  and the  Company  expressly
denies any such liability.





                                     F - 21

<PAGE>


                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      (Formerly CNH Holdings Company, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 13 - CONTINGENCIES (continued)

         The  Company,  and  certain  of its  current  and former  officers  and
directors are defendants in litigation pending in Dallas,  Texas, styled KINGDON
R. HUGHES VS. GREGORY T. ROYAL,  CYNTHIA A. GARR, JAMES T. MILLER,  JR., CHARLES
STIDHAM, CNH HOLDINGS COMPANY D/B/A CISTERA NETWORKS AND XBRIDGE SOFTWARE, INC.;
Cause No.  DV05-0600-G;  G-134th  District  Court,  Dallas  County,  Texas.  The
plaintiff has alleged a number of complaints  against the defendants,  including
breach of fiduciary duty,  misappropriation of corporate  opportunities,  fraud,
fraudulent inducement,  breach of contract, tortuous interference with contract,
fraudulent transfer,  and shareholder  oppression arising in connection with the
license  agreement  between  the  Company  and  Xbridge  in  May  2003  and  the
acquisition  of Xbridge by the Company in May 2005. The parties held a mediation
conference in April 2006 and have come to an  understanding  with respect to the
principle elements of a potential settlement,  however, no definitive settlement
agreement  has been  entered  into  among  the  parties.  The  likelihood  of an
unfavorable  outcome or the amount or range of any possible  loss to the Company
is not determinable.

         The Company denies these  allegations and is vigorously  defending this
litigation.














                                     F - 22




<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: July 11, 2006               By  /S/     Derek P. Downs
                                   --------------------------------
                                   Derek P. Downs
                                   President
                                   (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 P. Downs                     President
                                   (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)


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