SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 8 KSB A

                                 CURRENT REPORT

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

                                  June 15, 1998
                                (Date of Report)

                              CNH Holdings Company
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                   0 17304                     11 2867201
          (Commission File Number) (IRS Employer Identification Number)

                       P.O. Box 832, Kilgore, Texas 75663
           (Address of principal executive offices including zip code)

                                 (903) 984 6425
               (Registrant's telephone number including area code)

                   17659 Sun Meadow Drive, Dallas, Texas 75252
          (Former name or former address, if changed since last report)


                                  
<PAGE>


Item 1.  Change in Control of Registrant.

On June 15, 1998,  CNH Holdings  Company,  a Nevada  corporation  (the Company),
entered into a  reorganization  agreement (the  Reorganization  Agreement)  with
Southport  Environmental and Development,  Inc., a Texas corporation (SEDI), and
the  shareholders  of SEDI  pursuant  to which the Company  acquired  all of the
outstanding  proprietary  interest of SEDI in a share for share  exchange  which
resulted  in SEDI  becoming a wholly  owned  subsidiary  of the  Company and the
shareholders  of SEDI  acquiring  control of the  Company  through  their  share
ownership.  The Company issued 6,000,000 common shares and 200,000 shares of the
Class A: 10% Dividend  Bearing  Preferred Stock of the Company.  Pursuant to the
Reorganization  Agreement,  the existing director, Mr. Paul M. Lionti, resigned,
and the Company appointed Messrs. Larry V. Tate, Gerald Pybas, H. Paul Estey, E.
Robert Barbee and Terry McFarland as directors. Mr. Tate was then appointed CEO,
Mr. Pybas President, and Ms. Helen Wallace Treasurer.

On June 15,  1998,  and to the date of this report,  SEDI owned and/or  operated
working and other  interests in oil and gas  properties in east Texas.  SEDI, at
June 15, 1998,  also owned a 1/3rd  interest in The Norm  Services  Group,  LLC,
which interest was subsequently  transferred to the Company.  This Texas limited
liability  company  was  involved  in  the  remediation  of  normally  occurring
readioactive materials along the gulf coast of Texas and Louisiana.

On July 20, 1998,  the assets,  liabilities  and  business of The Norm  Services
Group, LLC, were rolled into a Texas corporation,  NORM Services Group, Inc., in
a tax-free exchange. The interest holders in Norm Services Group, LLC, including
the Company,  surrendered  their interests in the limited  liability  company in
exchange  for all of the  outstanding  stock of the  corporation  into which the
assets, liabilities and business of the limited liability company were rolled.

On August 7, 1998,  NORM Services Group,  Inc.,  acquired all of the outstanding
assets and liabilities of NSG Rentals, a Texas general partnership,  in exchange
for common stock of NORM Services Group,  Inc. NSG Rentals then ceased to exist.
The  partnership  was in the business of renting oil and gas equipment,  and was
renting  equipment  first  to The Norm  Services  Group,  LLC,  and then to NORM
Services Group,  Inc., after the roll-up  discussed in the preceding  paragraph.
Also on August 7, 1998, the Company  acquired the remaining  2/3rds  interest in
NORM Services  Group,  Inc.,  which it did not previously  own. The exchange was
made through the delivery of 244,210 shares of the Company's common stock.

SEDI is now, and has been since June 15, 1998, a wholly-owned subisidiary of the
Company.  SEDI, on June 15, 1998, owned 1/3rd of the outstanding interest in The
Norm  Services  Group,  LLC,  which  interest was  assigned to the Company.  The
Company  continued  to own this  interest  through the  roll-up of this  limited
liability company into NORM Services Group, Inc., afterwards owning 1/3rd of the
outstanding  stock  of the  corporation.  The  Company  acquired  the  remaining
outstanding  stock of NORM Services Group,  Inc., on August 7, 1998, in exchange
for 244,210  shares of common  stock.  Thus,  NORM Services  Group,  Inc., as of
August 7, 1998, became,  and remains, a wholly-owned  subsidiary of the Company.
NORM  Services  Group,  Inc.,  on  August  7,  1998,  immediately  prior to this

                                      
<PAGE>


corporation becoming a wholly-owned  subsidiary of the Company,  acquired all of
the outstanding  interest of NSG Rentals,  a Texas  partnership  which ceased to
exist on the date of transfer.  Thus, the business previously being conducted by
NSG Rentals is now being conducted by NORM Services Group, Inc.

The financial  statements of the SEDI,  The NORM  Services  Group,  LLC, and NSG
Rentals required under this form are presented under Item 7, below.

Item 2.  Acquisition or Disposition of Assets:  See Item 1, above.

Item 3.  Bankruptcy or Receivership:  Not Applicable.

Item 4.  Changes in Registrant's Certifying Accountant:  Not Applicable.

Item 5.  Other Events:  None.

Item 6.  Resignation of Registrant's Directors:  Not Applicable.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits:





                                      
<PAGE>



The Board of Directors and Stockholders
Southport Environmental & Development, Inc.


                          INDEPENDENT AUDITOR'S REPORT


We have audited the balance sheet of Southport Environmental & Development, Inc.
as of June 30, 1998. These financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Southport  Environmental  &
Development, Inc. as of June 30, 1998.

The  Corporation  did not  commence  operations  until  September  1,  1998  and
therefore the statements of income,  retained earnings, and cash flows have been
omitted.





Littleton, Colorado
November 3, 1998



<PAGE>


                   SOUTHPORT ENVIRONMENTAL & DEVELOPMENT, INC.

                                  Balance Sheet
                                  June 30, 1998



                                     Assets
                                     ------

Investment in oil and gas properties                                    $144,146
Organization costs                                                         1,000
                                                                       ---------
                                                                       $ 145,146
                                                                       =========



                      Liabilities and Stockholder's Equity
                      ------------------------------------
Liabilities                                                            $   -0-
Stockholder's equity:
      Common stock, no par value, authorized 100,000 shares
      Issued and outstanding 40,000 shares                               145,146
                                                                       ---------

                                                                       $ 145,146
                                                                       =========





See accompanying notes to financial statements



<PAGE>

                   SOUTHPORT ENVIRONMENTAL & DEVELOPMENT, INC.

                          Notes to Financial Statements

                                  June 30, 1998

1. Organization:
   -------------

     The  Company  was  incorporated  on June 1 1998 and will be involved in the
exploration for and development of oil and gas properties.

     Oil and gas properties  with remaining cost basis of $144,146 were acquired
from two  individuals  and from a corporation in which the same two  individuals
are the sole sharweholders in exchange for 40,000 shares of the Company's no-par
value stock.

     The assignment of the oil and gas production will be effective September 1,
1998.


2. Reorganization:
   ---------------

     Subsequently,  the two  shareholders  exchanged  their 40,000 shares of the
Company's common stock of CNH Holdings,  Inc. in a Type B plan of reorganization
under IRC Section 368 (a)(1)(17).

3. Supplementary Oil and Gas Information (Unaudited):
   --------------------------------------------------

     Changes in present value of estimated future net
         cash flows from proved oil and gas reserves:
                                                                     
      Present value at beginning of period                                   -0-
      Additions and revisions, net of future estimated
         development and productions costs and net of
         properties sold                                              $2,044,232
      Sales of oil and gas, net of
         lifting costs                                                       -0-
                                                                      ----------


 Present value at end of period                                       $2,044,232
                                                                      ==========

  Changes in proved oil and gas reserves:
  ---------------------------------------
                                                              Oil (Bbls)
                                                              ----------
  Proved reserves:
     Balance at beginning of year                                  -0-
     Properties sold                                               -0-
     Additions to and revisions of previous estimates          349,946
     Production                                                    -0-
                                                               -------

  Balance at end of period                                     349,946
                                                               =======
  Proved developed reserves:
     Balance at June 30, 1998                                  349,946

  Future net cash flows from proved oil and gas reserves:
  -------------------------------------------------------

                                       Future net cash flows at
                                            June 30, 1998
                                            -------------
                                     Total Proved  Proved Developed
                                       Reserves        Reserves
                                       --------        --------
                      March 31,
                      ---------
                        1999          $   53,191      $   53,191
                        2000             169,384         169,384
                        2001             181,848         181,848
                      Remainder        1,866,943       1,866,943
                                      ----------      ----------

                                      $2,271,367      $2,271,367
                                      ==========      ==========


<PAGE>

                   SOUTHPORT ENVIRONMENTAL & DEVELOPMENT, INC.

                    Notes to Financial Statements (continued)

                                  June 30, 1998

3. Supplementary Oil and Gas Information (Unaudited):
   --------------------------------------------------

     Present value of future net cash flows (discounted at 10%):
     -----------------------------------------------------------

                                                              Proved
                                             Proved          Developed
                                             ------          ---------
                 March 31,
                 ---------
                     1998                      47,872            47,872
                     1999                     152,450           152,450
                     2000                     163,660           163,660
                 Thereafter                 1,680,250         1,680,250
                                          -----------       -----------
                                          $ 2,044,232       $ 2,044,232
                                          ===========       ===========


     The following  accounting  policies have been used in preparing the Reserve
Recognition Accounting (RRA) presentation.  The summary of oil and gas producing
activities on the basis of RRA was prepared based on the rules of the Securities
and Exchange Commission (SEC).
        
     Under RRA,  earnings are  recognized as proved  reserves are found based on
the  estimated  present  value of such  reserves,  computed as described  below.
Subsequent  revisions to the RRA  valuation  of proved  reserves are included in
earnings as they occur.  Proved  reserves  are those  quantities  of oil and gas
which can be expected,  with little doubt,  to be  recoverable  commercially  at
current prices and costs under existing operating methods.
        
     The proved  reserves  and related  valuations  were  computed by Company in
accordance  with the  rules of the  SEC.  Estimated  future  net  revenues  were
computed by applying  current prices received by the Company to estimated future
production of reserves,  less estimated future  development and production costs
and windfall  profit taxes based on current costs. A discount  factor of 10% was
applied to the estimated future revenues to compute the estimated  present value
of proved oil and gas reserves.  This valuation  procedure does not  necessarily
result in an  estimate  of the fair market  value of the  Company's  oil and gas
properties.
      
     Totals  of proved  reserves  are  inherently  imprecise  estimates  and are
continually  subject  to  revision  based  on  production  history,  results  of
additional exploration and development, price changes, and other factors.
         
     "Additions  to  reserves"  are  the  result  of  current  acquisitions  and
development  activities.  Increases in prices are the approximate  effect on the
RRA valuation of proved reserves due to price changes. Other revisions represent
the net effect of all  revisions to  estimated  quantities  of proved  reserves.
Accretion of discount was computed by multiplying 10% times the present value of
future  net  revenues  as of the  beginning  of the year,  adjusted  to  reflect
downward revisions.
      
     Evaluated  acquisition,  exploration,  development,  and  production  costs
include  current and  estimated  future costs  associated  with the current year
reserve  additions.  Such expenses  include property  acquisitions,  well costs,
lease rentals,  and abandonments.  The cost of acquiring unproved properties and
drilling  exploratory  wells are deferred until the properties are evaluated and
determined  to be either  productive  or  nonproductive,  at which time they are
charged to expense.  There were no deferred acquisition and exploration costs at
June 30, 1998.

     The provision for income taxes is based on the "liability"  method computed
by applying the current statutory income tax rate to the difference  between the
year end RRA  valuation of proved  reserves and the tax basis in the  properties
less estimated  investment tax credits and statutory  depletion  associated with
future development costs.

4. Commitments and Contingencies:
   ------------------------------

     There were no commitments or contingencies  known to management at June 30,
1998.

<PAGE>



                          INDEPENDENT AUDITOR'S REPORT



The Members
The Norm Group Services, LLC


We have audited the balance  sheets of The Norm  Services  Group,  LLC, (a Texas
limited liability  corporation) as of March 31, 1998 and the related  statements
of income,  retained  earnings,  and cash flows for the period then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of The Norm Services Group, LLC as
of March 31, 1998,  and the results of its  operations for the period then ended
in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. Schedules 1 and 2 are presented for the purposes of
additional  analysis  and  are  not a  required  part  of  the  basic  financial
statements.  Such  information  has been  subjected to the  auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.




Littleton, Colorado
November 3, 1998


<PAGE>

                          THE NORM SERVICES GROUP, LLC

                                  Balance Sheet

                                 March 31, 1998



                                     ASSETS

Current assets: 
      Cash                                                             $  65,094
      Accounts receivable, trade                                         280,001
                                                                       ---------
                           Total current assets                          345,095
Fixed assets; at cost:
      Land, farm and improvements                        $  82,076
      Machinery and equipment                               25,716
                                                         ---------
                                                           107,792
      Less accumulated depreciations                        (3,347)      104,445
                                                         =========
Other assets:
      Organization costs                                     1,000
      Less amortization                                       (183)          817
                                                         =========     ---------
                                                                       $ 450,357
                                                                       =========


                         LIABILITIES AND MEMBERS EQUITY

Current liabilities:
      Mortgage note payable                                            $  70,000
      Accounts payable                                                   266,405
      Accrued interest                                                     1,750
      Other liabilities                                                    2,804
                                                                       ---------
                                                                         340,959

Members' equity:
      Capital contribution                                  48,835
      Less withdrawals                                     (13,000)
                                                         ---------
                                                            35,835
      Retained earnings                                     73,563       109,398
                                                         =========     ---------
                                                                       $ 450,357
                                                                       =========



See accompanying notes to financial statements


<PAGE>

                          THE NORM SERVICES GROUP, LLC

                    STATEMENT OF INCOME AND RETAINED EARNINGS

                       Eleven Months Ended March 31, 1998



Income:                       
      Service income                                                $ 1,110,718


Costs and expenses:
      Direct costs                                   $   815,311
      Depreciation and amortization                        3,530
      Selling, administration and general expenses       203,669      1,022,510
                                                     ===========    -----------
                           Operating profit                              88,208

Other income (expenses):
      Interest income                                         83
      Land lease                                             250
      Other income                                         1,250
      Interest expense                                   (16,228)       (14,645)
                                                     ===========    -----------

                           Net earnings                             $    73,563
                                                                    ===========

Retained earnings at beginning of period                                   --
                                                                    -----------

Retained earnings at end of period                                  $    73,563
                                                                    ===========



See accompanying notes to financial statements


<PAGE>

                          THE NORM SERVICES GROUP, LLC

                             STATEMENT OF CASH FLOWS

                       Eleven Months ended March 31, 1998



Cash flows from operating activities:
      Net income                                                      $  73,563
      Add depreciation and amortization                                   3,530
      Changes in assets and liabilities
           (Increase) in receivables                                   (280,001)
           (Increase) in organization costs                              (1,000)
           Increase in mortgage note payable                             70,000
           Increase in accounts payable                                 266,405
           Increase in accrued interest                                   1,750
           Increase in other liabilities                                  2,804
                                                                      ---------
           Net cash provided by operating activities                    137,051
                                                                      ---------

Cash flows used in investing activities:
      Purchase of property and equipment                               (107,792)
                                                                      ---------
           Net cash used in investing activities                       (107,792)
                                                                      ---------

Cash flows from financing activities:
      Capital contributions                                              48,835
      Capital withdrawals                                               (13,000)
                                                                      ---------
           Net cash from financing activities                            35,835
                                                                      ---------

Increase in cash                                                         65,094
Cash at beginning of period                                                --
                                                                      ---------
Cash at end of period                                                 $  65,094
                                                                      =========



See accompanying notes to financial statements


<PAGE>

                                                                      Schedule 1
                                                                      ----------

                          THE NORM SERVICES GROUP, LLC

                                  DIRECT COSTS

                       Eleven Months ended March 31, 1998



                     Disposal fees              $ 390,865
                     Trucking                     238,615
                     Equipment rentals            107,248
                     Travel and entertainment      28,053
                     Supplies                      20,596
                     Insurance                     17,563
                     Repairs                       14,660
                     Truck leasing                 12,764
                     Telephone - mobil             10,101
                     Contract labor                 4,695
                     Fuel and oil                   3,491
                     Safety school                  3,272
                     Licenses and permits           3,219
                     Crew boat                      1,800
                     Reimbursement                (41,631)
                                                ---------

                                                $ 815,311
                                                =========

<PAGE>

                                                                      Schedule 2
                                                                      ----------

                          THE NORM SERVICES GROUP, LLC

                   SELLING, ADMINISTRATIVE & GENERAL EXPENSES

                       Eleven Months ended March 31, 1998





                      Members compensation        $144,530
                      Payroll expenses              27,823
                      Per diem                       7,205
                      Telephone                      4,253
                      Printing and reporduction      4,091
                      Vehicle expenses               3,967
                      Professional fees              3,556
                      Office supplies                1,627
                      Rent                           1,425
                      Advertising                    1,375
                      Contributions                    981
                      Utilities                        770
                      Drug program                     609
                      Dues and subscriptions           606
                      Postage and delivery             441
                      Bank charges                     210
                      Other expenses                   200
                                                  --------

                                                  $203,669
                                                  ========

<PAGE>

                          THE NORM SERVICES GROUP, LLC

                   Notes to Consolidated Financial Statements

                                 March 31, 1998



1. Summary of Significant Accounting Policies:
   -------------------------------------------

Operations of the Company
-------------------------

     The Norm Services Group, LLC was incorporated as a Texas Limited  Liability
Company on February 26, 1997 and commenced  operations in May 1997.  The Company
is involved in the  remediation  of naturally  occurring  radioactive  and waste
materials along the gulf coast of Texas and Louisiana.

Property, equipment, and depreciation
-------------------------------------

     Property and equipment are depreciated  using the  straight-line  method of
depreciation over the estimated lives of the assets.

Income taxes
------------

     The  Company is a Limited  Liability  Company and reports its income to its
members as a  partnership.  The members report their pro-rata share of income on
their individual income tax returns and pay any tax liabilities incurred.

     The Company  elected to report for income tax purposes on the calendar year
and  also  elected  to be on a  cash  basis.  Depreciation  was  reported  on an
accelerated  basis. The result of these elections resulted in a tax deferment of
$39,356 to the members.

2. Accounts receivable:
   --------------------

     The Company has elected to factor its accounts  receivable  for which a fee
of 3% is paid.  The  factoring  agreement  provides for a 10% reserve to be held
against all unpaid receivables.

3. Mortgage note payable:
   ----------------------

     The mortgage note payable is secured by land,  farm and  improvements.  The
note is for $70,000,  due January 2, 1999 and bearing interest at 10% per annum.
The note is held by two members of the LLC.

4. Related party transactions:
   ---------------------------

     The Company rents  equipment  from NSG Rentals at normal rental rates.  NGS
Rentals is a partnership related through common capital ownership.

5. Subsequent events:
   ------------------

     Effective  June 15,  1998,  two of the members of the LLC  exchanged  their
one-third interest for shares of CNH Holdings Company.


<PAGE>


                          THE NORM SERVICES GROUP, LLC

             Notes to Consolidated Financial Statements (Continued)

                                 March 31, 1998


5. Subsequent events (contrinued):
   -------------------------------

     On July 20, 1998 by resolution  of the members of the Norm Services  Group,
LLC, the Limited  Liability  Company was dissolved and a new C-type  corporation
was formed under the provisions of IRC Sec. 351.
        
     On August 7, 1998 at a special meeting of directors and shareholders it was
resolved to exchange  all the company  stock for shares of stock of CNH Holdings
Company,  Inc., under IRC Sec. 368 (a)(1)(8).  As a result the Company becomes a
wholly-owned subsidiary of CNH.

     Also on August 7, 1998, the Company  accepted an offer from NSG Rentals,  a
partnership  to transfer 100 percent and its assets and  liabilities in exchange
for shares of Norm, shares then being exchanged for CNH shares.  NSG Rentals now
operates as a division of Norm Services Group.



<PAGE>



                          INDEPENDENT AUDITOR'S REPORT



The Partners
NSG Rentals


We have audited the balance sheets of NSG Rentals,  partnership, as of March 31,
1998 and the related statements of income,  partners capital, and cash flows for
the period then ended. These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of NSG Rentals as of March 31,
1998,  and the results of its operations for the period then ended in conformity
with generally accepted accounting principles.





Littleton, Colorado
November 3, 1998


<PAGE>

                                   NSG RENTALS
                                 (A Partnership)

                                  Balance Sheet

                                 March 31, 1998



                                     ASSETS

Current Assets
      Cash                                                              $  1,119
      Accounts receivable, trade                                          20,394
                                                                        --------
                           Total current assets                           21,513
Equipment at cost:
      Rental equipment                               $ 38,277
      Office equipment                                  2,658
                                                     --------
                                                       40,935
      Less accumulated depreciations                     (488)            40,447
                                                     ========           --------
                                                                        $ 61,960
                                                                        ========


                        LIABILITIES AND PARTNERS EQUITY

Current liabilities:
      Note payable, bank                                                $ 42,750
      Accounts payable, trade                                              8,300
      Other liabilities                                                    1,554
                                                                        --------
                                                                        $ 52,604

Partners' capital                                                          9,356
                                                                        --------
                                                                        $ 61,960
                                                                        ========




See accompanying notes to financial statements


<PAGE>

                                   NSG RENTALS
                                 (A Partnership)

                              STATEMENT OF EARNINGS

            From date of inception (March 4, 1998) to March 31, 1998



Gross receipts:
      Rental income                                                      $17,116
      Service income                                                       1,725
                                                                         -------
                          Total income                                    18,841

Cost of sales:
      Outside services                                     $ 1,970
      Equipment rental                                       2,601
      Equipment maintenance                                  1,245
      Depreciation                                             488         6,304
                                                           =======       -------
                           Gross profit                                   12,537

Administrative and general expenses:
      Office supplies                                          645
      Telephone                                                220
      Travel and entertainment                               2,252
      All other expenses                                        64         3,181
                                                           =======       -------

                           Net earnings                                  $ 9,356
                                                                         =======



See accompanying notes to financial statements


<PAGE>

                                   NSG RENTALS
                                 (A Partnership)

                             STATEMENT OF CASH FLOWS

            From date of inception (March 4, 1998) to March 31, 1998



Cash flows from operating activities:
      Net earnings                                                     $  9,356
      Add non-cash item:
           Depreciation                                                     488
      Changes in accounts receivable                                    (20,394)
      Changes in accounts payable                                         8,300
      Changes in other liabilities                                        1,554
                                                                       --------
           Net cash (used) in operating activities                         (696)
                                                                       --------
Cash flows (used) in investing activities:
      Purchase of equipment                                             (40,935)
                                                                       --------

Cash flows from financing activities:
      Note payable, bank                                                 42,750
                                                                       --------

                           Net increase in cash                           1,119

Cash at beginning of period                                                --
                                                                       --------
Cash at end of period                                                  $  1,119
                                                                       ========



See accompanying notes to financial statements


<PAGE>

                                   NSG RENTALS
                                 (A Partnership)

                   Notes to Consolidated Financial Statements

                                 March 31, 1998



1. Summary of Significant Accounting Policies:
   -------------------------------------------

Operations of the Partnership
-----------------------------

     NSG Rentals was formed as a  partnership  on February 1, 1998 and commenced
operations  on March 4,  1998.  The  Partnership  rents and  services  oil field
equipment.

     Income is  recognized  on the accrual  method of accounting as equipment is
rented and services are performed.
        
     On the 18th day of August 1998, the NORM Services Group,  Inc. acquired all
of NSG  Rental's  assets and  liabilities,  and it now operates as a division of
that company.

Equipment and depreciation
--------------------------

     The Partnership depreciates its equipment using the straight-line method of
depreciation over the estimated useful lives of the assets.

Income taxes
------------

     The  Partnership  reports for income  taxes on the same basis as it reports
for  financial  accounting.  Each  partner  reports  his  pro-rata  share of the
Partnership income and personally pays any tax liabilities incurred.


2. Related Party Transactions:
   ---------------------------

     The Partnership rents equipment to NORM Services, Inc. at the same rates as
charged to other entities.  Some of NORM Services,  Inc.,  stockholders are also
partners in NSG.

3. Commitments and Contingencies:
   ------------------------------

     The Partnership has no known commitments or contingencies.


<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


CNH HOLDINGS COMPANY
(Registrant)



By: /s/ Larry V. Tate
   --------------------------------------
   Larry V. Tate, Chief Executive Officer


Date: November 16, 1998




                                      
<PAGE>



                                    EXHIBITS

Exhibit 1.  Agreement of Purchase

Exhibit 2.  Series A Preferred Stock

Exhibit 3.  Recission Agreement


                                       5
<PAGE>



                                  EXHIBIT No. 1


                              AGREEMENT OF PURCHASE

This  plan  and   agreement   of  purchase   ("Plan")  has  been  adopted  as  a
reorganization  under Section  368(b) of the Internal  Revenue Code and has been
entered into in Dallas,  Texas,  this 15th day of June,  1998 ("Closing  Date"),
between CNH Holdings,  Inc., a Nevada corporation  sometimes referred to in this
Agreement  as either  the  "Purchaser"  or "CNH,"  Southport  Environmental  and
Development,  Inc., a Texas corporation  sometimes referred to in this Agreement
as either the  "Acquired  Corporation  "or "SEDI" and  the  shareholders  of the
Acquired Corporation, all of whom are sometimes collectively referred to in this
Agreement as the "Shareholders."

The  Purchaser   hereby  acquires  from  the  Shareholders  all  of  issued  and
outstanding  capital stock of the Acquired  Corporation  in exchange  solely for
shares  of  voting  stock  of the  Purchaser.  Under  this  Plan,  the  Acquired
Corporation has become a wholly-owned subsidiary of CNH.

                                    ARTICLE I
                        EXCHANGE OF VOTING CAPITAL STOCK

1.01.  Transfer and Delivery of SEDI Shares.  Shareholders  hereby  transfer and
deliver to Purchaser  certificates  evidencing all of the issued and outstanding
capital  stock of SEDI duly  endorsed in blank so as to result in transfer  upon
delivery.

1.02.  Issuance  and  Delivery of CNH Shares.  In exchange  for the  transfer by
Shareholders  to  Purchaser  of all  of  the  issued  and  outstanding  Acquired
Corporation capital shares hereunder,  Purchaser has (i) issued and delivered to
Shareholders 6,000,000 "restricted" common shares of CNH (the "CNH Shares"), and
(ii) 200,000 shares of Class A Preferred Stock.

                                   ARTICLE II
     REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND ACQUIRED CORPORATION

2.01. Organization and Standing.  SEDI is a corporation duly organized,  validly
existing and in good standing under the laws of Texas, with all corporate powers
to own property and carry on its business as it is now being  conducted.  Copies
of the articles of  incorporation  of SEDI  delivered to Purchaser  herewith are
complete  and  accurate as of the Closing  Date.  SEDI is  qualified to transact
business as a foreign  corporation and is in good standing in all  jurisdictions
in which its principal properties are located or is not required to be qualified
as a foreign corporation to transact business in any other jurisdiction.

2.02. Balance Sheet. A balance sheet and related statements of operations,  cash
flows  and  equity  dated as of and for the  three  year or  lesser  period,  if
inception  occurred  within  three  years,  ended  December  31, 1997  ("Balance
Sheet"),  shall  forthwith be delivered.  The Purchaser and SEDI shall cause the
delivery of these financial  statements (I) audited in accordance with Generally
Accepted Auditing Standards, (ii) prepared in accordance with Generally Accepted
Accounting  Principles  applied on a consistent basis and fairly  presenting the
financial  position of SEDI and (iii)  complying  with  Regulation  S-X and Form
8-KSB within 75 days after the Closing Date.

2.03. Capitalization. SEDI has an outstanding capitalization which is all in the
hands of the Shareholders, all of which are fully paid and non-assessable. There
are no outstanding  subscriptions,  options,  contracts,  commitments or demands
relating to the capital  stock of SEDI or any other  agreements of any character
under which SEDI or the  Shareholders  would be  obligated  to issue or purchase
shares of its capital stock.

2.04. Title to Assets. Acquired Corporation has good and marketable title to all
of its assets,  all as set forth in the Balance Sheet, none of which are subject
to any  mortgage,  pledge,  lien,  charge,  security  interest,  encumbrance  or


                                     
<PAGE>


restriction whatsoever except those that: (a) are disclosed on the Balance Sheet
and/or the footnotes  thereto or (b) do not materially and adversely  affect the
use of the asset.  Further, the assets of SEDI are in good condition and repair,
except for reasonable wear and tear.

2.05.  Schedule  of Assets.  Acquired  Corporation  shall  forthwith  deliver to
Purchaser  a  separate  schedule  of  assets,  specifically  referring  to  this
paragraph,  containing,  as of the Closing Date, a true and complete:  (a) legal
description  of all real  property  owned by SEDI and any real property in which
SEDI has a leasehold  interest,  including  working  interests,  (b) list of all
capitalized  machinery,  tools, and equipment of SEDI that sets forth any liens,
claims, encumbrances, charges, restrictions, covenants and conditions concerning
the listed items, (C) list of all machinery,  tools, and equipment in which SEDI
has a leasehold interest,  with a description of each interest,  (d) list of all
patents,  patent licenses,  trademarks,  trademark  registrations,  trade names,
copyrights  and  copyright  registrations  owned  by  SEDI,  and (f) list of all
interests in subsidiaries and/or joint ventures,  including, without limitation,
NSG.

2.06. Liabilities.  Except as set forth in the Balance Sheet, SEDI presently has
no  outstanding  indebtedness  other than  liabilities  incurred in the ordinary
course of business or in connection  with the Plan.  SEDI is not in default with
respect to any terms or conditions of any  indebtedness.  Further,  SEDI has not
made any  assignment  for the benefit of creditors,  nor has any  involuntary or
voluntary petition in bankruptcy been filed by or against SEDI.

2.07.  Litigation.  SEDI is not a party to, nor has it been threatened with, any
litigation or governmental  proceeding  that, if decided  adversely to it, would
have a material and adverse  effect on the Plan, or on the financial  condition,
net  worth,  prospects  or  business  of  SEDI.  To the  best  of  the  Acquired
Corporation's  knowledge,  it is not aware of any facts that might result in any
action,  suit or other  proceeding that would result in any material and adverse
change in the business or financial condition of SEDI.

2.08.  Compliance with Law and Instruments.  The business and operations of SEDI
are not infringing on or otherwise acting adversely to any copyrights, trademark
rights,  patent rights or licenses  owned by any other person,  and there is not
any pending claim or threatened action with respect to such rights.  SEDI is not
obligated  to make any payments in the form of  royalties,  fees or otherwise to
any owner of any patent, trademark, trade name or copyright.

2.09. Contractual Obligations. SEDI is not a party to or bound by any written or
oral:  (a) contract not made in the  ordinary  course of business,  (b) contract
with any labor union other than in the ordinary  course of business,  (c) bonus,
pension,  profit  sharing,  retirement,  stock  option,  hospitalization,  group
insurance or similar plan providing employee benefits other than in the ordinary
course of business,  (d) any real or personal  property  lease other than in the
ordinary  course of business,  (e)  advertising  contract or contract for public
relations services other than in the ordinary course of business,  (f) purchase,
supply or service  contracts  in excess of $10,000  each or in the  aggregate of
$100,000 for all such contracts  other than in the ordinary  course of business,
(g) deed of trust,  mortgage,  conditional sales contract,  security  agreement,
pledge  agreement,  trust receipt or any other  agreement  subjecting any of the
assets or properties of SEDI to a lien,  encumbrance or other  restriction other
than in the ordinary  course of business,  (h) term  contract  continuing  for a
period of more than one year that is not terminable at will without liability to
SEDI or its successors  other than in the ordinary course of business,  or (i) a
contract that contains a predetermination of price or similar type of provision,
or which  provides  for a fixed  price  for  goods or  services  sold.  SEDI has
performed all obligations required to be performed by it to the Closing Date and
is  not  in  material  default  under  any of the  contracts,  leases  or  other
arrangements  by which it is  bound.  None of the  parties  with  whom  SEDI has
contractual arrangements are in default of their obligations.

2.10. Changes in Compensation. Since the date of the Balance sheet, SEDI has not
granted  any  general  pay   increase  to  employees  or  changed  the  rate  of
compensation,  commission or bonus payable to any officer,  employee,  director,
agent or stockholder other than in the normal course of business.

2.11.  Records.  All of the account books, minute books, stock certificate books
and stock transfer ledgers of SEDI are complete and accurate.

2.12. Authority.  The execution and performance of this Agreement have been duly
authorized by all requisite corporate action. This Agreement constitutes a valid
and binding obligation of SEDI and Shareholders in accordance with its terms. No
provision of the articles of incorporation,  bylaws, minutes, share certificates
or contracts prevents SEDI and Shareholders from delivering its shares of common
stock in the manner contemplated under the Plan.


                                    
<PAGE>



2.13.  Taxes.  SEDI has filed all income tax returns  and, in each  jurisdiction
where qualified or  incorporated,  all income tax and franchise tax returns that
are  required  to be filed.  SEDI has paid all taxes as shown on the  returns as
have become due, and has paid all assessments received that have become due.

2.14.  Brokers.  All  negotiations  on the  part  of  Acquired  Corporation  and
Shareholders  related  to the Plan have  been  accomplished  solely by  Acquired
Corporation and Shareholders  without the assistance of any person employed as a
broker or finder. Acquired Corporation and Shareholder have done nothing to give
rise to any valid claims for a broker's commission,  finder's fee or any similar
charge.

2.15.  Full  Disclosure.  As of the Closing  Date,  SEDI and  Shareholders  have
disclosed all events, conditions and facts materially affecting the business and
prospects of SEDI. Shareholders and SEDI have not withed knowledge of any event,
condition  or fact that  they have  reasonable  grounds  to know may  materially
affect the  business  and  prospects of SEDI.  None of the  representations  and
warranties  made by  Shareholders  or SEDI in  this  Agreement  or in any  other
instrument  furnished to Purchaser  contains any untrue  statement of a material
fact, or fails to state a material fact.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

3.01.  Organization and Standing.  CNH is a corporation duly organized,  validly
existing and in good standing under the laws of Nevada, with corporate powers to
own property and carry on its business as it is now being  conducted.  Copies of
the articles of incorporation of CNH delivered to Shareholders and SEDI herewith
are complete and accurate as of the Closing  Date.  CNH is qualified to transact
business as a foreign  corporation and is in good standing in all  jurisdictions
in which its principal properties are located or is not required to be qualified
as a foreign corporation to transact business in any other jurisdiction.

3.02.  Subsidiaries.  CNH has no subsidiaries.

3.03.  Capitalization.  CNH  has  an  authorized  capitalization  consisting  of
10,000,000  common shares,  $.001 par value per share,  and 1,000,000  preferred
shares,  $.01 par value per share.  As of the Closing Date, the number of common
shares  outstanding  is as set  forth in the Form  10-QSB as of and for the nine
month period ended December 31, 1997,  and, as of the Closing Date, no preferred
shares are issued and  outstanding,  all of which issued and outstanding  shares
are fully paid and non-assessable.  There are no outstanding warrants,  options,
contracts,  calls, commitments or demands relating to the unissued securities of
CNH, other than as required herein.

3.04.  Due  Delivery.  The CNH Shares issued to  Shareholders  have been validly
authorized and issued and are fully paid and non-assessable.  No CNH shareholder
has any  preemptive  right of  subscription  or purchase  with  respect to these
shares.

3.05. Authority.  The execution and performance of this Agreement have been duly
authorized by all requisite corporate action. This Agreement constitutes a valid
and binding  obligation of CNH in accordance with its terms. No provision of the
articles of  incorporation,  bylaws,  minutes,  share  certificates or contracts
prevents  CNH  from  delivering  its  shares  of  common  stock  in  the  manner
contemplated under the Plan.

3.06. Brokers. All negotiations on the part of CNH related to the Plan have been
accomplished  solely by CNH without the  assistance of any person  employed as a
broker or finder.  CNH has done  nothing to give rise to any valid  claims for a
broker's commission, finder's fee or any similar charge.

3.07.  Full  Disclosure.  As of the Closing Date,  CNH has disclosed all events,
conditions and facts materially affecting the business and prospects of CNH, and
CNH has  not  withed  knowledge  of any  event,  condition  or fact  that it has

                                     
<PAGE>


reasonable  grounds to know may materially  affect the business and prospects of
CNH. None of the representations and warranties made by CNH in this Agreement or
in any other  instrument  furnished to  Shareholders or SEDI contains any untrue
statement of a material fact, or fails to state a material fact.

                                   ARTICLE IV
                      SURVIVAL OF WARRANTIES AND WARRANTIES

4.01. Nature and Survival of Representations  and Warranties.  All statements of
fact  contained in this  Agreement or in any  memorandum,  certificate,  letter,
document  or other  instrument  delivered  by or on behalf of any of the parties
hereto  to  any  other  party  pursuant  to  this  Agreement   shall  be  deemed
representations and warranties made by the delivering party to the other parties
under this  Agreement.  The  covenants,  representations  and  warranties of the
parties shall  survive the Closing Date for a period of one year,  and then they
shall lapse and be of no further effect.

4.02.  Expenses.  The  parties to this  Agreement  shall pay their own  expenses
incurred  hereunder  and in regards  of the  transactions  contemplated  hereby,
including, but not limited to, all fees and expenses of their respective counsel
and accountants.

                                    ARTICLE V
                         COMPLIANCE WITH SECURITIES LAWS

5.01. Acknowledgments of Shareholders.  Shareholders acknowledge, understand and
agree that: (a) The certificates  representing the CNH Shares will bear a legend
restricting  transfer in accordance with the exemption from  registration  under
the  Securities  Act of  1933,  as  amended.  (b) The CNH  Shares  have not been
registered under the Securities Act of 1933, as amended, or any applicable state
law  (collectively,  the "Securities Act");  further,  the CNH Shares may not be
sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed
of except  in  compliance  with the  Securities  Act;  and,  further,  the legal
consequences of the foregoing mean that Shareholders must bear the economic risk
of the  investment  in the CNH Shares for the requisite  period of time.  (C) No
federal or state agency has made any finding or determination as to the fairness
of  an  investment  in  CNH,  or  any  recommendation  or  endorsement  of  this
investment.

5.02. Further Representations and Warranties of Shareholders.  Shareholders each
individually  represent and warrant to CNH as follows:  (a) I have the financial
ability to bear the economic  risks of my  investment,  have  adequate  means of
providing for my current needs and personal contingencies,  and have no need for
liquidity in this investment;  and, further,  I have evaluated the high risks of
investing  in CNH and have  such  knowledge  and  experience  in  financial  and
business  matters  in general  and in  particular  with  respect to this type of
investment  that  I am  capable  of  evaluating  the  merits  and  risks  of any
investment  in the CNH  Shares.  (b) I have been  given the  opportunity  to ask
questions of and receive answers from CNH concerning the terms and conditions of
this investment,  and to obtain additional  information  necessary to verify the
accuracy of the information I desired in order to evaluate my investment, and in
evaluating  the  suitability  of this  investment  I have  not  relied  upon any
representations or other information (whether oral or written),  other than that
furnished  to me by  CNH  or  its  representatives;  further,  I  have  had  the
opportunity to discuss with my professional,  legal, tax and financial  advisers
the  suitability  of an investment  in the CNH Shares for my particular  tax and
financial  situation;  and, further,  in making the decision to purchase the CNH
Shares, I have relied solely upon independent investigations made by me or on my
behalf.  (c) I am acquiring the CNH Shares  solely for my own personal  account,
for investment  purposes only, and am not purchasing with a view to, or for, the
resale, distribution, subdivision or fractionalization thereof.

                                   ARTICLE VI
                                  MISCELLANEOUS

6.01.  Amendments.  This Agreement may be amended or modified at any time and in
any manner only by an instrument in writing  executed by the  Presidents of SEDI
and CNH and by the Shareholders.

                                    
<PAGE>


6.02. Waiver. The Shareholders,  SEDI and/or CNH may, in writing, (a) extend the
time  for  performance  of any of the  obligations  of any  other  party to this
Agreement,  (b) waive any inaccuracies or  misrepresentations  contained in this
Agreement  or any  document  delivered  pursuant to this  Agreement by any other
party and/or (C) waive  compliance with any of the covenants,  or performance of
any obligations, contained in this Agreement by any other party.

6.03. Assignment.  (a) Neither this Agreement nor any right created hereby shall
be  assignable  by any party  without  the prior  written  consent  of the other
parties, except by the laws of succession. (b) Except as limited by subparagraph
(a),  this  Agreement  shall  be  binding  on and  inure to the  benefit  of the
respective successors and assigns of the parties. (C) Nothing in this Agreement,
expressed  or implied,  is  intended  to confer upon any person,  other than the
parties  and their  permitted  successors,  any  rights or  remedies  under this
Agreement.

6.04. Notices.  Any notice or other communication  required or permitted by this
Agreement  must be in  writing  and shall be deemed to be  properly  given  when
delivered in person to an officer of the other party, when deposited in the U.S.
mails for transmittal by certified or registered mail, postage prepaid,  or when
deposited with a public  telegraph  company for  transmittal,  charges  prepaid,
provided that the communication is addressed as follows: (a) in case of SEDI and
the Shareholders:  P.O. Box 832, Kilgore,  Texas 75663; FAX: (903) 984-8296; and
(b) in case of CNH:  1999  Broadway,  Ste.  3235,  Denver,  CO 80202;  FAX (303)
292-2882.

6.05. Headings. Paragraph and other headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

6.06. Entire Agreement. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof.  It may be executed in any number
of counterparts,  but the aggregate of such counterparts constitute only one and
the same instrument.

6.07.  Partial  Invalidity.  In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid,  illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if it never contained any such invalid, illegal or unenforceable
provisions.

6.08.  Controlling  Law. The validity,  interpretation  and  performance of this
Agreement  shall be controlled  by and construed  under the laws of the State of
Texas.

6.09.  Attorney's Fees. If any action at law or in equity,  including any action
for  declaratory  relief,  is brought to enforce or interpret the  provisions of
this  Agreement,  the prevailing  party shall be entitled to recover  reasonable
attorney's fees from the other party.  The attorney's fees may be ordered by the
court in the trial of any action  described in this paragraph or may be enforced
in a separate action brought for determining attorney's fees.

6.10. Specific Performance. The parties declare that it is impossible to measure
in money the damages that will accrue to a party or its  successors  as a result
of any other  parties'  failure to  perform  any of the  obligations  under this
Agreement.  Therefore,  if a party or its  successor  institutes  any  action or
proceeding to enforce the provisions of this Agreement,  any party opposing such
action or proceeding agrees that specific performance may be sought and obtained
for any breach of this Agreement.

Purchaser: CNH Holdings, Inc.:

By: /s/ Paul M. Lionti
   -----------------------------
   Paul M. Lionti, President


                                    
<PAGE>



Acquired Corporation: Southport Environmental and Development, Inc.:

By: /s/ Larry V. Tate
   ------------------------------
   Larry V. Tate, President

Shareholders:

/s/ Larry V. Tate
---------------------------------
Larry V. Tate


/s/ Gerald Pybas
---------------------------------
Gerald Pybas



                                     
<PAGE>



                                  EXHIBIT No. 2

                 SERIES A: 10% DIVIDEND BEARING PREFERRED STOCK


                      CERTIFICATE SETTING FORTH RESOLUTIONS
                                       BY
                           THE BOARD OF DIRECTORS FOR

                           CNH HOLDINGS COMPANY, INC.

                    (Pursuant to the Nevada Corporation Code)


We, the  undersigned,  as the President  and Secretary of CNH Holdings  Company,
Inc., a Nevada  corporation,  the Articles of Incorporation of which are on file
in the office of the  Secretary  of State for the State of Nevada DO EACH HEREBY
CERTIFY AND VERIFY:  that the Board of Directors of CNH Holdings Company,  Inc.,
in  accordance  with  said  articles  and  pursuant  to the laws of the State of
Nevada,  duly adopted on June 15, 1998, the preambles and  resolutions  attached
hereto.

IN WITNESS  WHEREOF:  We have set our hands and the corporate seal this 15th day
of June, 1998.


CNH HOLDINGS COMPANY, INC.


By: /s/ Paul M. Lionti
   -------------------------------
   Paul M. Lionti, President                                              [SEAL]



Attest: /s/ Mark S. Pierce
       ----------------------------
       Mark S. Pierce, Secretary


                                     
<PAGE>



                  UNANIMOUS CONSENT IN LIEU OF SPECIAL MEETING

                               BOARD OF DIRECTORS
                                       FOR
                           CNH HOLDINGS COMPANY, INC.
                                 (June 15, 1998)

Pursuant to the provisions of the "Nevada  Corporation Code"- which provide that
action  required or permitted by said code to be taken at a meeting of the board
of directors of a corporation may be taken without a meeting with the same force
and effect as a unanimous  vote of said board if the action is (I)  evidenced by
one or more written  consents  describing the action taken,  (ii) signed by each
director and (iii) delivered to the secretary of the corporation for filing with
the corporate records - the undersigned,  being the sole members of the board of
directors of CNH  Holdings  Company,  Inc.,  (the "Board of  Directors"  and the
"Company,"  respectively),  do  hereby  waive  any and all  notice  which may be
required to be given with respect to a meeting of the Board of Directors  and do
hereby take,  ratify,  confirm and approve the following action this 15th day of
June, 1998.

WHEREAS,  the Company has been  presented  with an  opportunity  to acquire as a
wholly-owned  subsidiary Southport  Environmental and Development,  Inc. a Texas
corporation  ("Southport");  WHEREAS,  the  Company  has been  presented  with a
proposed Plan and Agreement of Purchase (the "Southport Purchase  Agreement") by
and between the Company,  Southport  and the  shareholders  ("Shareholders")  of
Southport;  WHEREAS,  the Southport  Purchase Agreement requires the delivery to
the  Shareholders  of  6,000,000  shares of the common  stock of the Company and
200,000  shares  of a series  of  preferred  stock in order to  consummate  said
agreement;  WHEREAS,  the execution and delivery of, and performance  under, the
Southport Purchase Agreement and the delivery of the common and preferred shares
thereunder  is in the best  interests of the Company;  WHEREAS,  the Articles of
Incorporation governing the Company (the "Articles of Incorporation") permit the
issuance of preferred shares in series with such  designations,  preferences and
relative  participating  option or other rights and qualifications,  limitations
and restrictions as may be fixed by the Board of Directors,  including,  without
limitation,  the rate of dividends and redemption and conversion  prices, all of
which are to be  determined  after giving  consideration  to the  financial  and
general  condition  of  the  Company  and to the  condition  of the  securities'
markets,  if any, existing at the time of issuance;  and WHEREAS,  the directors
deem it advisable to establish and issue a new series of preferred stock at this
time to accomplish the consummation of the Southport Purchase Agreement and have
carefully  investigated  the financial and general  condition of the Company and
the relation of the condition of the Company to the condition of the  securities
markets,  and have determined that it is in the best interests of the Company to
establish a new series of preferred  stock to be denominated  "Series A: Voting,
Convertible  Preferred  Stock" with the attributes set forth in this  resolution
and to forthwith deliver a certificate evidencing the same to the Shareholders:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors authorizes Corporate
Stock Transfer to issue 6,000,000  "restricted"  common shares of the Company to
the Shareholders in partial  consummation of the Southport  Purchase  Agreement;
RESOLVED, that Mr. Mark S. Pierce shall instruct Corporate Stock Transfer in the
number  and name of the  Shareholders  to whom  the  aforesaid  shares  shall be
issued;  RESOLVED,  that the Board of Directors hereby authorizes the Company to
issue for the purpose of  consummating  the  Southport  Purchase  Agreement  Two
Hundred  Thousand  (200,000)  shares  of its  "Series  A: 10%  Dividend  Bearing
Preferred  Stock"  at a price of $20 per  share,  which  series  shall  have the
following  features:  (a) Dividends - the series shall pay a dividend of 10% per
annum  computed and accrued  quarterly in arrears,  to be declared and paid only
when the  Board of  Directors  deems  such to be in the  best  interests  of the
Company;  (b)  Conversion - the series shall not be  convertible  into any other
securities of the Company; (c) Redemption - neither the Company nor any one else
shall  have any  right to redeem  the  shares  of this  series at any time;  (d)
Liquidation  Preference  - the  holders of the  series  shall be  entitled  to a
liquidation  preference over any existing or subsequently  established  class or
series of  outstanding  stock of the Company in the amount of $20 per share plus
all accrued and unpaid dividends;  (e) Sinking Fund - the holders of this series
shall not be entitled to the  establishment  of any sinking fund for the purpose
or retiring the shares of the series or for any other purpose; (f) Voting Rights
- the series shall have no voting rights other than those  provided under Nevada
law; (g) Additional Provision - the series shall be issued, upon compliance with

                                      
<PAGE>


the laws of the State of Nevada,  in  accordance  with those  terms set forth on
Exhibit A hereto,  which is specifically  incorporated  herein by this reference
and adopted as the act of the Company;  RESOLVED  FURTHER that the President and
the  Secretary  are hereby  authorized  and  directed to cause to be filed under
corporate seal such certificates as shall be requisite to the end that the stock
shall be issued and delivered to the  Shareholders  as  aforesaid;  and RESOLVED
FINALLY that the President be, and he hereby is,  authorized to (i)  effectuate,
to the extent necessary and appropriate,  those actions taken hereby, (ii) issue
a  certificate  or  certificates  for  the  shares,  (iii)  prepare  a  form  of
certificate  for the shares in accordance  with the above  resolutions  and (iv)
provide for filing all necessary  documentation  with the Secretary of State for
the State of Nevada,  applicable  state  securities  authorities  and the United
States Securities and Exchange Commission.

IN  WITNESS  WHEREOF,  the  undersigned,  being the sole  member of the Board of
Directors,  have  hereunto  set  their  hands  effective  as of the  date  first
specified above.

/s/ Paul M. Lionti
---------------------------
Paul M. Lionti, Director


                                     
<PAGE>



                                    EXHIBIT A

            SERIES A: 10% DIVIDEND BEARING PREFERRED STOCK PROVISIONS

The Series A 10% Dividend  Bearing  Preferred Stock (the "Preferred Stock or the
"Series A  Preferred  Stock")  shall  consist of one (1)  series of Two  Hundred
Thousand (149,259) shares of the preferred stock of CNH Holdings Company,  Inc.,
(the "Company"), with each share to be identical to every other in all respects.
The following sets forth the provisions of the Series A Preferred Stock.

Part 1:  Dividends:  The holders of the issued and  outstanding  Preferred Stock
shall be entitled to receive  quarterly in arrears,  as and when declared by the
Board of Directors,  dividends  amounting to 10% of the liquidation value on the
Preferred  Stock.  If a dividend is not paid,  it shall accrue and be compounded
into the liquidation value of the Preferred Stock.

Part 2: Conversion:  The holders of the Preferred Stock shall have no conversion
rights.

Part 3: Redemption:  No one, including the Company,  shall be entitled to redeem
the Preferred Stock under any circumstances at any time.

Part 4:  Liquidation:  The  Preferred  Stock shall not entitled to  preferential
liquidation  rights over any other class or series of stock  previously or which
may subsequently be issued by the Company in the amount of $20, plus accrued and
unpaid dividends.

Part 5:  Sinking  Fund:  The  Preferred  Stock   shall  not be  entitled  to the
establishment of any sinking fund for any purpose.

Part 6: Voting Rights:  The Preferred Stock shall have no voting rights.

Part 7:  Additional  Provisions:  The Preferred Stock may not be subordinated in
any respect to the terms and provisions of the Common Stock and to the terms and
provisions of any other series of the outstanding preferred stock of the Company
which may be issued and become outstanding subsequent to the Preferred Stock.


                                     
<PAGE>



                                 EXHIBIT No. 3:

                               RECISION AGREEMENT

THIS  AGREEMENT,  made and  entered  into  this  15th day of June,  1998,  to be
effective  as of the 9th day of  December,  1997,  by and between CNH  Holdings,
Inc., a Nevada corporation ("CNH"), DRC, Inc., a Nevada corporation ("DRC"), and
GNC Corporation, a Nevada corporation ("GNC"),

                                   WITNESSETH:

WHEREAS,  CNH, DRC and GNC were each previously involved in certain transactions
that were  consummated on December 9, 1997,  under an Agreement of  Purchase(the
"Purchase  Agreement")  pursuant to which CNH  acquired  all of the  outstanding
proprietary  interest  of GNC  from DRC  (the  "GNC  Shares")  in  exchange  for
2,500,000 common shares of CNH (the "CNH Shares");  WHEREAS,  said  transactions
have given rise to a right of recision of the  Purchase  Agreement  between CNH,
DRC and GNC under the Securities Act of 1933, as amended (the "Securities Act"),
which allows for the return of the GNC and CNH Shares to their  original  owners
prior to the  execution  and delivery of the Purchase  Agreement;  WHEREAS,  the
parties have agreed to compromise  their claims  against one another  hereunder;
and  WHEREAS,  the  transactions  set forth  herein are in the  respective  best
interests  of CNH,  DRC and  GNC;  NOW,  THEREFORE,  based  upon the  above  and
foregoing premises,  and such other and further  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    ARTICLE I
                                   RESCISSION

1.1. Rescission.  CNH hereby rescinds the Purchase Agreement and its purchase of
the GNC Shares from DRC and GNC effective  December 9, 1997.  DRC and GNC hereby
accept the surrender of the GNC Shares to them  effective  December 9, 1997. DRC
and GNC hereby  rescind the  Purchase  Agreement  and their  purchase of the CNH
Shares from CNH effective  December 9, 1997. CNH hereby accepts the surrender of
the CNH  Shares  to it  effective  December  9,  1997.  CNH,  GNC and DRC  shall
forthwith  execute  any  and  all  additional  documents  as may  be  reasonably
requested by any other party hereto to provide for the effective transfer of the
shares being surrendered hereunder.

1.2.  Mutual  General  Releases  between CNH, DRC and GNC.  Upon  execution  and
delivery  hereof,  CNH, DRC and GNC (for  themselves  and their  successors  and
assigns) do each forever  acquit,  remise,  release and forever  discharge  each
other  and  their  respective  directors,  officers,  employees,   shareholders,
servants,  agents,  successors,  affiliates and assigns from and against any and
all  claims,  demands,  rights  and  causes  of  action  of any  kind or  nature
whatsoever, whether now known or which may subsequently accrue, and whether such
relates to the  Purchase  Agreement,  the  purchase of the CNH and GNC Shares or
otherwise.

                                   ARTICLE II
                   REPRESENTATIONS, WARRANTIES AND DISCLAIMER

2.1.  Representations  and Warranties of CNH. CNH hereby represents and warrants
to DRC and GNC as follows:

     a. All  necessary  action  has been taken to make this  Agreement  a legal,
     valid and binding  obligation of CNH  enforceable  in  accordance  with its
     terms and  conditions.  b. The execution and delivery of this Agreement and
     the performance by CNH of its obligations  hereunder will not result in any
     material  breach or  violation  of or material  default  under any material
     agreement,    indenture,   lease,   license,   mortgage,   instrument,   or
     understanding,  nor result in any violation of any law,  rule,  regulation,
     statute, order or decree of any kind to which CNH is a party.

2.2.  Representations  and Warranties of DRC and GNC. DRC and GNC each represent
and warrant, jointly and severally, to CNH as follows:

                                     
<PAGE>


     a. All  necessary  action  has been taken to make this  Agreement  a legal,
     valid and binding  obligation of DRC and GNC enforceable in accordance with
     its terms and conditions.  b. The execution and delivery of this Agreement,
     and  the  performance  by DRC  and  GNC  of  their  respective  obligations
     hereunder  will not  result  in any  material  breach  or  violation  of or
     material default under any material agreement,  indenture,  lease, license,
     mortgage, instrument, or understanding,  nor result in any violation of any
     law, rule,  regulation,  statute,  order or decree of any kind to which DRC
     and GNC is or are a party.

                                   ARTICLE III
                                    INDEMNITY

CNH, DRC and GNC shall each indemnify,  save,  defend and hold every other party
hereto  harmless  from and  against any and all  damage,  loss,  cost or expense
(including reasonable attorneys' fees) arising from any breach of this Agreement
caused by any breach of any representation or warranty or failure in covenant on
its part set forth herein or the untruth or inaccuracy thereof. CNH, DRC and GNC
shall, jointly and severally and at their own expense,  defend every other party
hereto from and against any and all claims resulting  hereunder from its own act
or omission with counsel reasonably  satisfactory to the other party or parties;
provided,  however,  that  the  defending  party  or  parties  shall  allow  the
non-defending  party or parties to  participate in any such action to the extent
such  participation  is reasonable  and the defending  party or parties deems it
appropriate;  provided,  further,  that the defending party or parties shall not
agree to the settlement of any such action without the prior written  consent of
the  non-defending  party or parties,  which consent  shall not be  unreasonably
withheld.

                                   ARTICLE IV
                                  MISCELLANEOUS

4.1. Entire Agreement;  Modification.  This Agreement sets forth and constitutes
the entire agreement between the parties hereto with respect to transactions set
forth  herein,  and  supersedes  any and all prior  agreements,  understandings,
promises,  and  representations  made by any party to any other party concerning
the subject matter hereof and the terms applicable  thereto.  This Agreement may
not be  released,  discharged,  amended or modified  in any manner  except by an
instrument in writing signed by duly authorized  representatives  of the parties
hereto.

4.2. Governing Law. This Agreement shall be deemed to have been entered into and
shall be  construed  and  enforced in  accordance  with the laws of the State of
Nevada.

4.3. Counterparts. This Agreement may be executed in any number of counterparts,
each of  which  shall  be an  original,  but such  counterparts  shall  together
constitute one and the same instrument.

IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed as of
the date first above written.

CNH HOLDINGS, INC.

By: /s/
   --------------------------------
   Authorized Representative

DRC, INC.

By: /s/
   --------------------------------
   Authorized Representative

GNC CORPORATION

By: /s/
   --------------------------------
   Authorized Representative