UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)
              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2006
                                                 ----------------

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

                        For the transition period from to
                         Commission file number 0-17304

                             CISTERA NETWORKS, INC.
   --------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

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

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

                                 (972) 381-4699
                            Issuer's telephone number


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

         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

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution  of  securities  under a plan  confirmed by a court.  Yes X  No




<PAGE>



                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common  equity,  as of the latest  practical  date:  June 30, 2006  8,077,226


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












































<PAGE>



                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                       CISTERA NETWORKS, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  (Unaudited)
                                                                                   June 30,           March 31,
                                                                                    2006                2006
                                                                             ------------------  ------------------
Current Assets:
<S>                                                                          <C>                 <C>
   Cash                                                                      $           65,531  $           60,990
   Accounts Receivable                                                                  162,054             198,319
   Other Receivable                                                                      23,927              23,927
   Inventory                                                                             23,677              23,127
   Prepaid Expenses                                                                     136,714              41,626
                                                                             ------------------  ------------------

      Total Current Assets                                                              411,903             347,989
                                                                             ------------------  ------------------

Fixed Assets:
   Computer Equipment                                                                   117,560             117,725
   Trade Show Booth & Fixtures                                                            8,774               8,774
   Office Equipment                                                                      75,385              72,622
   Property held under capital leases                                                    10,205              10,205
   Less Accumulated Depreciation                                                       (123,549)           (115,524)
                                                                             ------------------  ------------------

      Net Fixed Assets                                                                   88,375              93,802
                                                                             ------------------  ------------------

Intangible Assets:
   Intellectual property                                                              2,717,755           2,717,755
   Software development                                                                 366,040             366,040
   Less Amortization                                                                   (581,639)           (477,091)
                                                                             ------------------  ------------------

      Net Intangible Assets                                                           2,502,156           2,606,704
                                                                             ------------------  ------------------

Total Assets                                                                 $        3,002,434  $        3,048,495
                                                                             ==================  ==================
</TABLE>






<PAGE>



                       CISTERA NETWORKS, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (continued)

<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                                          June 30,           March 31,
                                                                           2006                2006
                                                                     -----------------  ------------------

Current Liabilities:
<S>                                                                  <C>                <C>
   Accounts payable                                                  $         828,759  $        1,015,596
   Accrued liabilities                                                         874,355             623,361
   Related party payables                                                       84,938              84,938
   Short-term notes payable                                                     23,500              36,000
   Convertible promissory notes                                                230,000             230,000
   Current portion of long-term debt                                             3,755               3,581
   Current portion of deferred income                                          147,795             110,008
                                                                     -----------------  ------------------

     Total Current Liabilities                                               2,193,102           2,103,484
                                                                     -----------------  ------------------

Long-Term Liabilities
   Lease obligation payable                                                      1,408               2,415
   Convertible promissory notes                                                199,000              45,000
   Deferred income                                                             111,322             119,151
                                                                     -----------------  ------------------
     Total Long-Term Liabilities                                               311,730             166,566
                                                                     -----------------  ------------------

     Total Liabilities                                                       2,504,832           2,270,050
                                                                     -----------------  ------------------

Stockholders' Equity:
   Common Stock, Par Value $.001
     Authorized 50,000,000 shares,
     Issued 8,077,226 shares at June 30, 2006 and
     March 31, 2006                                                              8,077               8,077
   Paid-In Capital                                                           8,684,405           8,684,405
   Retained Deficit                                                         (8,194,880)         (7,914,037)
                                                                     -----------------  ------------------

     Total Stockholders' Equity                                                497,602             778,445
                                                                     -----------------  ------------------

Total Liabilities and Stockholders' Equity                           $       3,002,434  $        3,048,495
                                                                     =================  ==================
</TABLE>








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


<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                          (Unaudited)
                                                                                   For the three months ended
                                                                                           June 30,
                                                                                   2006                2005
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
Revenues                                                                    $          494,737  $          613,269
Cost of goods sold                                                                      27,974             110,616
                                                                            ------------------  ------------------

     Gross Profit                                                                      466,763             502,653
                                                                            ------------------  ------------------

Expenses:
   Sales and marketing                                                                  55,710              13,256
   Research and development                                                            128,904             135,582
   Software consulting                                                                 267,755             257,933
   General and administrative                                                          277,818             209,774
                                                                            ------------------  ------------------

     Total Expenses                                                                    730,187             616,545
                                                                            ------------------  ------------------

Other Income (Expense)
   Interest income                                                                          15                 157
   Interest expense                                                                    (17,434)            (24,444)
                                                                            ------------------  ------------------

     Total Other Income (Expense)                                                      (17,419)            (24,287)
                                                                            ------------------  ------------------

     Net Loss                                                               $         (280,843) $         (138,179)
                                                                            ==================  ==================

Basic & Diluted loss per share                                              $           (0.03)  $           (0.02)
                                                                            ==================  ==================

Weighted Average Shares                                                              8,077,226           5,675,430
                                                                            ==================  ==================
</TABLE>












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


<PAGE>



                       CISTERA NETWORKS, INC. & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            (Unaudited)
                                                                                      For the three months ended
                                                                                             June 30,
                                                                                     2006                2005
                                                                              ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                                           <C>                 <C>
Net Loss                                                                      $         (280,843) $         (138,179)
Adjustments used to reconcile net loss to net cash
     provided by (used in) operating activities:
Depreciation and amortization                                                            112,573              15,057
Deferred income                                                                           29,957             112,983
Stock issued for accrued liabilities                                                           -             521,424
(Increase) Decrease in accounts receivable                                                36,265            (302,514)
(Increase) Decrease in inventory                                                            (550)             (7,802)
(Increase) Decrease in prepaid expenses                                                  (95,088)                  -
(Increase) Decrease in Xbridge receivable                                                      -            (569,525)
Increase (Decrease) in accrued liabilities                                               250,994             127,629
Increase (Decrease) in accounts payable                                                 (186,837)            294,553
                                                                              ------------------  ------------------
     Net Cash Used in operating activities                                              (133,529)             53,626
                                                                              ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Cash acquired from Xbridge                                                                     -               2,834
Purchase of equipment                                                                     (2,598)             (7,221)
                                                                              ------------------  ------------------
 Net cash provided by investing activities                                                (2,598)             (4,387)
                                                                              ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Payments on capital lease                                                                   (832)               (688)
Sale of common stock                                                                           -             200,000
Cash received from convertible debt                                                      154,000                   -
Proceeds from loans                                                                            -              50,000
Payments on loans                                                                        (12,500)             (8,000)
                                                                              ------------------  ------------------
 Net Cash Provided by Financing Activities                                               140,668             241,312
                                                                              ------------------  ------------------

Net (Decrease) Increase in cash and cash equivalents                                       4,541             290,551
Cash and Cash Equivalents at beginning of period                                          60,990              38,632
                                                                              ------------------  ------------------
Cash and Cash Equivalents at end of period                                    $           65,531  $          329,183
                                                                              ==================  ==================
</TABLE>






<PAGE>



                       CISTERA NETWORKS, INC. & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (continued)


<TABLE>
<CAPTION>
                                                                                           (Unaudited)
                                                                                      For the three months ended
                                                                                             June 30,
                                                                                     2006                2005
                                                                              ------------------  ------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                                                           <C>                 <C>
  Interest                                                                    $              658  $                -
  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.


<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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 contemplate 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.

Interim Reporting

         The unaudited  financial  statements  as of June 30, 2006,  and for the
three  month  period  then ended  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly  state the  financial  position and results of  operations  for the three
months.  Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

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.



<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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. 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 quarter ended June 30,
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.







<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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 installed at the client site.  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.






<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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 June
30, 2006 and March 31, 2006:


<TABLE>
<CAPTION>
                                                                            (Unaudited)
                                                                     June 30,           March 31,
                                                                       2006               2006
                                                                ------------------  -----------------
<S>                                                             <C>                 <C>
Computer Equipment                                              $          117,560  $         117,725
Trade Show Booth & Fixtures                                                  8,774              8,774
Office Equipment                                                            75,385             72,622
Property held under capital leases                                          10,205             10,205
Less accumulated depreciation                                             (123,549)          (115,524)
                                                                ------------------  -----------------

Total                                                           $           88,375  $          93,802
                                                                ==================  =================
</TABLE>

         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 three months ended June 30, 2006 and
2005 was $8,297 and $10,362, 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.










<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)

         Intangible Assets consisted of the following at June 30, 2006 and March
31, 2006:

<TABLE>
<CAPTION>
                                            (Unaudited) June 30, March 31,
           Intangible Asset                     2006               2006            Amortization Period
---------------------------------------  ------------------  -----------------   ------------------------
<S>                                      <C>                 <C>                         <C>
Intellectual Property                    $        2,717,755  $       2,717,755           10 Years
Software Development                                366,040            366,040           4 Years
Less accumulated amortization                      (581,639)          (477,091)
                                         ------------------  -----------------

Total                                    $        2,502,156  $       2,606,704
                                         ==================  =================
</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 10 years, and is using straight-line
amortization.

         Total amortization expense for the three months ended June 30, 2006 and
2005 was $104,548 and $31,653, respectively.

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


2005                                         $           275,107
2006                                                     271,776
2007                                                     271,776
2008                                                     271,776
2009                                                     271,776
                                             -------------------
Total                                        $         1,362,211
                                             ===================









<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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 three months ended June 30, 2006
and 2005 is not presented as it would be  anti-dilutive.  At June 30, 2006,  the
total number of potentially dilutive common stock equivalents was 3,087,376.  At
June 30, 2005, the total number of potentially dilutive common stock equivalents
was 3,569,922.

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 June 30,  2006,  the Company  receives  approximately  38% of its
gross  revenues  from its top three  re-sellers.  This  represents a decrease in
concentration  of business  from the 69% reported for the quarter ended June 30,
2005. The loss of these  re-sellers  would adversely  impact the business of the
Company.

NOTE 4 - INCOME TAXES

         As of June 30, 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.



<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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 $7,355 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                   $       66,909
         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              $      314,362
                                                          ==============

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 three months ended June 30, 2006.

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


         April 1, 2006 - March 31, 2007                   $        3,321
         April 1, 2007 - March 31, 2008                            2,952
         April 1, 2008 - March 31, 2009                                -
         April 1, 2009 - March 31, 2010                                -
         April 1, 2010 - March 31, 2011                                -
                                                          --------------
         Total minimum lease payments                              6,274
         Less: Amount representing interest                       (1,110)
                                                          --------------
         Present value of net minimum
            lease payment                                 $        5,163
                                                          ==============











<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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.





<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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. Due to the loan
being unpaid at maturity,  the interest rate increased to 12%. At June 30, 2006,
the total amount of principal and interest due on this note was $26,616.

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 was December 31, 2005.
At June 30, 2006,  the total  amount of principal  and interest due on this note
was $62,289.

         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
June 30, 2006,  the total amount of principal  and interest due on this note was
$6,528.






<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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 June 30, 2006, total principal and interest due
on these loans was $32,570.

         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.






<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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 June 30, 2006 was $268,134.

         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.




<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   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 June 30, 2006,  $199,000 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 June 30, 2006,  1,015,000  of the total stock  options are not
exercisable, as they are not yet approved or registered.














<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 12 - STOCK OPTIONS (continued)

         The following  table sets forth the options  outstanding as of June 30,
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,
       June 30, 2006                                                     3,547,584      $               1.04
                                                                ==================      =================
</TABLE>

         Exercise  prices for optioned  shares  outstanding  as of June 30, 2006
ranged  from  $1.10 to $2.00.  A summary of these  options by range of  exercise
prices is shown as follows:


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

<C>                    <C>                   <C>                <C>                    <C>                      <C>
$             1.10                635,000    $          1.10                     -     $                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>





<PAGE>



                       CISTERA NETWORKS, INC.& SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 12 - STOCK OPTIONS (continued)

         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.

         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 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The  following  discussion  and  analysis  of the  Company's  financial
condition  and  results of  operations  should be read in  conjunction  with the
Company's  consolidated  financial  statements  and related notes that appear in
this filing. In addition to historical  consolidated financial information,  the
following  discussion  contains  forward-looking  statements that reflect plans,
estimates and beliefs. The Company's actual results could differ materially from
those discussed in the forward- looking statements.

OVERVIEW

         The Company  transitioned from the development stage and formally began
marketing  Enterprise Voice over Internet Protocol (VoIP) solutions in May 2003.
At this stage of the development of the VoIP market,  the target market is large
enterprises,  small and  mid-sized  organizations,  both in the  commercial  and
public sector. In the future,  management anticipates that as demand increases a
market for hosted  services  delivered on a subscription  basis may emerge.  The
Cistera  ConvergenceServer(TM)  applications  appliance  platform was  initially
developed to deliver the industry's  broadest suite of application engines to IP
Telephony installations utilizing Cisco's Call Manager in a standardized package
suited for the channel  sales  model.  Cistera's  software-  and  hardware-based
solutions  are delivered on an  open-architecture,  component-  based  platform,
which  allows  administrators  to centrally  manage  advanced  applications  for
Enterprise VoIP  environments  across large  single-site and multi-site  private
voice/data  networks.  The company's four solutions categories -- Event Alerting
and   Notification,    Recording,    Productivity   and    Collaboration,    and
Presence--include  multiple  application  engines  within each category that add
features and  functionality to IPT  installations.  The CCS platform delivery of
the applications makes the solutions reliable,  secure and highly scalable--both
for  increased  sites and users,  as well as enabling  easy addition of features
when desired.

         The Company has  demonstrated  the ability to  successfully  execute in
this  emerging  market and has gained  market  acceptance  for the product line.
Research group IDC identified the importance of Applications  Gateway  Providers
to the  growth of IP  Telephony  in a report  released  in April  2006.  Cistera
Networks was one of six companies named as leaders in this new space. The report
said, in part, "if network  equipment vendors want their customers and prospects
to realize the true value  proposition  of IP  telephony  they must  improve the
integration  of  business  critical   applications...as   well  as  develop  new
applications  that make voice  interactions  more  valuable..."  The company has
termed      this      demand      for      features      and       functionality
"Application-Driven-Telephony"----meaning  the  capabilities  of an IPT solution
with  applications  such as the company  provides can actually help sell the IPT
deployment to potential users.

         As of June 30, 2006, over 500 installations  were in place in the U.S.,
Canada  and  Europe  for  customers  in  the  financial  services,   healthcare,
government,  security  services,  retail,  and education  vertical markets.  The
Company has developed a strong,  referenceable  installed  base and continues to
invest heavily to expand operations and sales support infrastructure.  Sales are
generated by a  Value-Added-Reseller  (VAR)  channel of over 60 regional VARS as
well as  AT&T,  Westcon  Americas/  Westcon  EMEA and Bell  Canada,  and  direct
referrals from Cisco.  Management  believes that its products are ideally suited
for channel  sales,  and has  invested to develop  marketing  and channel  sales
support  and  self-service  web  tools  for  the  partners.   To  ensure  growth
scalability,  the VAR channel is being trained to deliver professional  services
for  standard  installations,  which will allow the Company to focus on advanced
professional services for complex installations.

         The  Company's   objective  is  to  be  the  leading   provider  of  IP
communications appliances and


<PAGE>



advanced IP communications applications for businesses worldwide. To address the
sizeable market opportunity, the management team is focused on a number of short
and long-term  challenges  including:  Strengthening and extending the Company's
solution  offerings;  adding new customers and expanding  sales efforts into new
territories;  deepening  relationships  with  existing  customers,  value- added
resellers,   and  system   integrators;   and  encouraging  the  development  of
third-party applications on the Cistera platform.

         As  expected,  the  Company's  revenues  were  insufficient  to support
operations and we sustained a net loss in this period.  We supported  operations
with financing  obtained from private  investors.  The net loss was $280,843 for
the first quarter 2007 as compared to a net loss of $138,179 for the same period
in fiscal year 2006.

         Sales and marketing costs reflect  seasonality,  and traditionally have
been lower than average  during the Q1 period.  For the first  quarter of fiscal
2007,  sales and marketing costs totaled $55,710 and represented 11.3 percent of
revenues, as compared to $13,256 and 2.2 percent for the same quarter last year.
On an annual basis, we expect marketing and sales costs to track higher and that
they will continue to represent a substantial  portion of total  revenues in the
future  as we seek to add and  manage  more  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.  Sales and  marketing
expenses for fiscal year 2006 were 33.7 percent of our total revenues.

         As the market has  matured  and the  company  has worked to support its
VARs and partners,  sales have become less  concentrated  in any single vertical
market.  Sales for the quarter  ended June 2006 were  distributed  among the six
primary vertical markets in the following  percentages:  financial services 24%,
healthcare 10 %,  government 18 %, education 26%,  manufacturing  3% retail 18 %
and legal  services 1 %. The  company has become  less  dependent  on any single
reseller  as it has  expanded  its VAR  relationships.  Sales  from the  largest
reseller  were $75,738 or 15.3% of total  revenues  earned.  Sales from the four
largest resellers totaled $225,574 or 45.6% of total revenues.

RESULTS OF OPERATIONS

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

OVERVIEW OF RESULTS OF OPERATIONS FOR FIRST QUARTER FISCAL 2007, ENDED
JUNE 30, 2006

         Revenues  during the first quarter fiscal year 2007 ended June 30, 2006
were  $494,737 as compared  to $613,269  for first  quarter of fiscal year 2006,
representing  a decrease of 19 percent.  The decrease  was caused  mostly by the
impact of two sizeable  installations in 2006 which represented 38% of the total
revenues  for the  quarter.  The  Company  focused  on  continuing  to build its
tier-one  Value Added  Reseller  relationships  during the quarter.  This effort
included  on-site  training  and  webinars to support the sales  forces of AT&T,
Westcon and Bell Canada.

         Gross  profit  during the first  quarter of fiscal year 2007 ended June
30, 2006 was  $466,762,  or 94 percent of  revenues.  Gross profit for the first
quarter of fiscal  year 2006 ended June 30,  2005 was  $502,653 or 82 percent of
revenues.  Because a substantial  portion of the company's  revenues are derived
from software,  gross margins are positively impacted. For this quarter, margins
were higher than the previous year, and higher than is sustainable,  in part due
to sale of equipment purchased in the previous quarter.


<PAGE>



Management expects that as sales ramp, margins will remain at a sustainable 75%.

         As  expected,  the  Company's  revenues  were  insufficient  to support
operations and we sustained a net loss in this period.  We supported  operations
with financing  obtained from private  investors.  The net loss was $280,843 for
the first quarter 2007 as compared to a net loss of $138,179 for the same period
last year.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 2006, the Company had cash, cash equivalents and short-term
marketable  securities  of $65,531,  as  compared to $329,183 at June 30,  2005,
accounts  receivable of $172,644,  as compared to $672,227 at June 30, 2005, and
deferred revenue of $259,117, as compared to $216,758 at June 30, 2005.

         For  a  Company  at  this  stage  of  development,  sequential  quarter
comparisons  can be  instructive.  At June 30, 2006, the Company had cash,  cash
equivalents  and  short-term  marketable  securities of $65,531,  as compared to
$60,990 at March 31, 2006,  revenues of $494,737 as compared to $277,482 for the
quarter ended March 31, 2006,  accounts  receivable of $172,644,  as compared to
$198,319 at March 31, 2005,  and deferred  revenue of $ 259,117,  as compared to
$229,159 at March 31, 2005.

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

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

         Future capital requirements will depend on many factors including: Rate
of revenue growth;  the expansion of 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 the  Company's
products and services.  To the extent that existing cash and securities and cash
from  operations are  insufficient to fund future  activities,  the Company will
need to  raise  additional  funds  through  public  or  private  equity  or debt
financing.  Although  the Company is 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,  the Company may enter into
these types of arrangements in the future,  which could also require  additional
equity  or debt  financing.  Additional  funds  may not be  available  on  terms
favorable to the Company or at all.

ITEM 3.  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").


<PAGE>



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 June 30, 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 II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None/Not Applicable.


ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

         The  following  documents  are filed  herewith or have been included as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

Exhibit  No. Exhibit

3        Articles of Incorporation (1)
3.2      Bylaws (1)
3.1      Amended Articles of Incorporation (1)


<PAGE>



10.1     License 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 302 of the Sarbanes-Oxley Act of 2002
32.2     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K. No reports on Form 8-K were filed
         during the period covered by this
         Form 10-QSB.

(1)      Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated February 16, 2000.
(2)      Incorporated  herein by reference from Registrant's  Form 8-KSB,  dated
         May 16, 2003.






































<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Cistera Networks, Inc.
Registrant


DATE: August 22, 2006


/s/    Derek P. Downs
Derek P. Downs
President
(Principal Executive Officer)


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