# UNITED STATESSECURITIES 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, 2004

# [   ]         
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THEEXCHANGE ACT

For the transition
period from________________ to ________________

Commission file number
0-17304

CNH HOLDINGS COMPANY (Exact name of small business issuer asspecified in its charter)

| | Nevada                                                          | 11-2867201                       
| | --------------------------------------------------------------- | ---------------------------------
| | (State or other jurisdiction 
of incorporation or organization) | (IRS Employer
Identification No.)

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

(972) 381-4699Issuers telephone
number

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

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, 2004 3,958,358

---



# PART I

# Item 1. Financial
Statements

CNH HOLDINGS COMPANY
AND SUBSIDIARY (Formerly a
Development Stage Company) CONSOLIDATED BALANCE
SHEETS

|                              | (Unaudited)
June 30,
2004 | March 31,
2004
|----------------------------- | ------------------------- | --------------
|Current Assets:               |                           |               
|Cash                          |                           |               
|Accounts Receivable           |                           |               
|Inventory                     |                           |               
|Prepaid Expenses              |                           |               
|Deposit                       |                           |               
|Receivable from XBridge       |                           |               
|                              |                           |               
|Total Current Assets          |                           |               
|                              |                           |               
|Fixed Assets:                 |                           |               
|Computer Equipment            |                           |               
|Trade Show Booth & Fixtures   |                           |               
|Office Equipment              |                           |               
|Less Accumulated Depreciation |                           |               
|                              |                           |               
|Net Fixed Assets              |                           |               
|                              |                           |               
|Intangible Assets:            |                           |               
|Licensing Rights              |                           |               
|Less Amortization             |                           |               
|                              |                           |               
|Net Intangible Assets         |                           |               
|                              |                           |               
|Total Assets                  |                           |               
|                              |                           |               
|                              |                           |               

---



CNH HOLDINGS COMPANY
AND SUBSIDIARY (Formerly a
Development Stage Company) CONSOLIDATED BALANCE
SHEETS (continued)

|                                             | (Unaudited)
June 30,
2004 | March 31,
2004
|-------------------------------------------- | ------------------------- | --------------
|Current Liabilities:                         |                           |               
|Accounts Payable                             |                           |               
|Accrued Liabilities                          |                           |               
|Accrued Interest                             |                           |               
|Related Party Payables                       |                           |               
|Short Term Notes Payable                     |                           |               
|                                             |                           |               
|Total Current Liabilities                    |                           |               
|                                             |                           |               
|Long-Term Liabilities                        |                           |               
|Related Party Payable                        |                           |               
|Long-Term Notes Payable                      |                           |               
|                                             |                           |               
|Total Long-Term Liabilities                  |                           |               
|                                             |                           |               
|Total Liabilities                            |                           |               
|                                             |                           |               
|Deferred Income                              |                           |               
|                                             |                           |               
|Stockholders' Equity:                        |                           |               
|Common Stock, Par value $.001                |                           |               
|Authorized 10,000,000 shares,                |                           |               
|Issued 3,958,358 shares at June 30, 2004 and |                           |               
|March 31, 2004                               |                           |               
|Paid-In Capital                              |                           |               
|Retained Deficit                             |                           |               
|                                             |                           |               
|Total Stockholders' Equity                   |                           |               
|                                             |                           |               
|Total Liabilities and Stockholders' Equity   |                           |               
|                                             |                           |               

See accompanying notes.

---



CNH HOLDINGS COMPANY AND
SUBSIDIARY (Formerly a
Development Stage Company) CONSOLIDATED
STATEMENTS OF OPERATIONS

|                          | For the Three Months Ended
June 30,
|------------------------- | -----------------------------------
|
|Revenues                  |                                    
|Cost of Goods Sold        |                                    
|                          |                                    
|Gross Profit              |                                    
|Expenses:                 |                                    
|Sales & Marketing         |                                    
|General & Administrative  |                                    
|                          |                                    
|Total Expenses            |                                    
|                          |                                    
|Other Income (Expenses)   |                                    
|Interest Expense          |                                    
|                          |                                    
|Net Loss                  |                                    
|                          |                                    
|Basic & Diluted           |                                    
|Earnings (Loss) per Share |                                    
|                          |                                    
|Weighted Average Shares   |                                    
|                          |                                    

See accompanying notes.

---



CNH HOLDINGS COMPANY
AND SUBSIDIARY (Formerly a
Development Stage Company) CONSOLIDATED
STATEMENTS OF CASH FLOWS

|                                                   | (Unaudited)
For the Three Months Ended
June 30,
|-------------------------------------------------- | -----------------------------------------------
|
|CASH FLOWS FROM OPERATING                          |                                                
|ACTIVITIES:                                        |                                                
|Net Loss                                           |                                                
|Adjustments used to reconcile net loss to net      |                                                
|cash provided by (used in) operating activities:   |                                                
|Depreciation & Amortization                        |                                                
|Deferred Income                                    |                                                
|(Increase) Decrease in Accounts Receivable         |                                                
|(Increase) Decrease in Inventory                   |                                                
|(Increase) Decrease in Prepaid Expenses            |                                                
|(Increase) Decrease in Xbridge Receivable          |                                                
|Increase (Decrease) in Accrued Liabilities         |                                                
|Increase (Decrease) in Accounts Payable            |                                                
|Increase (Decrease) in Accrued Interest            |                                                
|                                                   |                                                
|Net Cash Used in Operating Activities              |                                                
|                                                   |                                                
|CASH FLOWS FROM INVESTING                          |                                                
|ACTIVITIES:                                        |                                                
|Purchase of Equipment                              |                                                
|                                                   |                                                
|Net cash provided by Investing Activities          |                                                
|                                                   |                                                
|CASH FLOWS FROM FINANCING                          |                                                
|ACTIVITIES:                                        |                                                
|Sale of Common Stock                               |                                                
|Shareholder Loans                                  |                                                
|Stock to be Issued                                 |                                                
|                                                   |                                                
|Net Cash Provided by Financing Activities          |                                                
|                                                   |                                                
|Net (Decrease) Increase in Cash & Cash Equivalents |                                                
|Cash and Cash Equivalents at Beginning of Period   |                                                
|                                                   |                                                
|Cash and Cash Equivalents at End of Period         |                                                
|                                                   |                                                

---



CNH HOLDINGS COMPANY
AND SUBSIDIARY (Formerly a
Development Stage Company) CONSOLIDATED
STATEMENTS OF CASH FLOWS (continued)

|                                                            | (Unaudited)
For the Three Months Ended
June 30,
|----------------------------------------------------------- | -----------------------------------------------
|
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:           |                                                
|Cash paid during the year for:                              |                                                
|Interest                                                    |                                                
|Franchise and income taxes                                  |                                                
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING |                                                
|ACTIVITIES:                                                 |                                                
|Common Stock Exchanged for Licensing                        |                                                
|Rights                                                      |                                                

See accompanying notes.

---



CNH HOLDINGS COMPANY
AND SUBSIDIARY (Formerly a
Development Stage Company) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED JUNE 30, 2004 AND 2003

NOTE 1  NATURE OF
OPERATIONS AND GOING CONCERN

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

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

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

Interim Reporting

The
unaudited financial statements as of June 30, 2004, 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, 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.

---



CNH HOLDINGS
COMPANY, INC. AND SUBSIDIARY (Formerly a
Development Stage Company) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED JUNE 30, 2004 AND 2003 (continued)

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

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 Texas corporation. See Note 8, for detailed description of
acquisition.

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

Nature of Operations

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

NOTE 2  SUMMARY OF
ACCOUNTING POLICIES

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

Use of Estimates

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

Principles of
Consolidation

The
consolidated financial statements include the accounts of CNH Holdings Company, a Nevada
corporation and its wholly-owned subsidiary Corvero Networks, Inc. a Florida corporation.

---



CNH HOLDINGS
COMPANY, INC. AND SUBSIDIARY (Formerly a
Development Stage Company) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED JUNE 30, 2004 AND 2003 (continued)

NOTE 2  SUMMARY OF
ACCOUNTING POLICIES (continued)

The results of subsidiaries acquired
during the year are consolidated from their effective dates of acquisition. All
significant inter-company accounts and transactions have been eliminated.

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

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

Depreciation and
Amortization

Fixed
assets are recorded at cost and depreciated using the straight-line method over the
estimated useful lives of the assets which range from three to seven years. Fixed assets
consisted of the following at June 30, 2004:

|                              | 
|----------------------------- | 
|Computer Equipment            | 
|Trade Show Booth & Fixtures   | 
|Office Equipment              | 
|Less accumulated depreciation | 
|                              | 
|Total                         | 
|                              | 

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, 2004 was $1,879.

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,

---



CNH HOLDINGS
COMPANY, INC. AND SUBSIDIARY (Formerly a
Development Stage Company) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED JUNE 30, 2004 AND 2003 (continued)

NOTE 2  SUMMARY OF
ACCOUNTING POLICIES (continued)

SFAS 142 requires that the Company
identify reporting units for the purposes of assessing potential future impairments of
goodwill, reassess the useful lives of other existing recognized intangible assets, and
cease amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in accordance with
the guidance in SFAS 142.

Intangible
Assets consisted of the following at June 30, 2004:

|Intangible Asset              | Amortization | Amortization Period
|----------------------------- | ------------ | -------------------
|Licensing Rights              |              |                    
|Less accumulated amortization |              |                    
|                              |              |                    
|Total                         |              |                    
|                              |              |                    

Total
amortization expense for the three months ended June 30, 2004 was $4,694.

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

|      | 
|----- | 
|2004  | 
|2005  | 
|2006  | 
|2007  | 
|2008  | 
|      | 
|Total | 
|      | 

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.

There
are no dilutive outstanding common stock equivalents at June 30, 2004 and 2003.

Reclassification

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

---



CNH HOLDINGS
COMPANY, INC. AND SUBSIDIARY (Formerly a
Development Stage Company) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED JUNE 30, 2004 AND 2003(continued)

NOTE 2  SUMMARY OF
ACCOUNTING POLICIES (continued)

Deferred Income

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

NOTE 3 
CONCENTRATION OF RISK

As
of June 30, 2004, the Company receives approximately 90% of its gross revenues from its
top three re-sellers. The loss of these re-sellers would adversely impact the business of
the Company.

NOTE 4  INCOME TAXES

As
of March 31, 2004, the Company had a net operating loss carryforward for income tax
reporting purposes of approximately $1,150,000 that may be offset against future taxable
income through 2024. Current tax laws limit the amount of loss available to be offset
against future taxable income when a substantial change in ownership occurs. Therefore,
the amount available to offset future taxable income may be limited. No tax benefit has
been reported in the financial statements, because the Company believes there is a 50% or
greater chance the carry-forwards will expire unused. Accordingly, the potential tax
benefits of the loss carry-forwards are offset by a valuation allowance of the same
amount.

NOTE 5  LEASE
COMMITMENT

The
Company currently leases approximately 4,264 square feet of office space from Memshalah
Realty. The lease expires October 31, 2004. The lease payments are approximately $6,041
per month. The office space is used as the Corporate headquarters. It is located at 17304
Preston Road, Suite 975, Dallas, Texas. The Company is currently allowing one of its
customers to use approximately 2,132 square feet of the above office space for
approximately $3,020 in monthly rent.

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

|                                    | 
|----------------------------------- | 
|July 1, 2004 - March 31, 2005       | 
|April 1, 2005 - March 31, 2006      | 
|April 1, 2006 - March 31, 2007      | 
|April 1, 2007 - March 31, 2008      | 
|April 1, 2008 - March 31, 2009      | 
|                                    | 
|Total minimum future lease payments | 
|                                    | 

---



CNH HOLDINGS
COMPANY, INC. AND SUBSIDIARY (Formerly a
Development Stage Company) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED JUNE 30, 2004 AND 2003 (continued)

NOTE 6  COMMON STOCK

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

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

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

NOTE 7  NOTES
PAYABLE

On
July 31,2003, the Company received a loan for $12,000 from an unrelated third party. This
is a convertible note, with an interest rate of 6% due August 1, 2005.

On
September 22, 2003, the Company received a loan for $75,000 from an unrelated third party.
This is a convertible note, with interest at 8% due September 22, 2004.

NOTE 8  RELATED
PARTY PAYABLE

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

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

During
the three months ended June 30, 2004, the Company received a loan from an officer of
$55,755. The note carries an interest rate of 8% and is due December 31, 2005.

NOTE 9  ACQUISITIONS

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 Texas corporation.

The
License Agreement was entered on May 5, 2003. This agreement is principally between
Corvero and XBridge, although CNH Holdings was party to certain provisions. The License

---



CNH HOLDINGS
COMPANY, INC. AND SUBSIDIARY (Formerly a
Development Stage Company) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED JUNE 30, 2004 AND 2003 (continued)

NOTE 9 
ACQUISITIONS (continued)

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 subsequently
issued 2,000,000 restricted common shares of its stock to XBridge as a
licensing fee.

# Item 2.
Managements Discussion and Analysis or Plan of Operation

This
Quarterly Report contains certain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, which are intended to be covered by the safe harbors created
thereby. Investors are cautioned that all forward-looking statements involve risks and
uncertainty, including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of raw materials, labor, and employee benefits, as
well as general market conditions, competition and pricing. Although the Company believes
that the assumptions underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can be no
assurance that the forward-looking statements included in this Quarterly Report will prove
to be accurate. In light of the significant uncertainties inherent in the forward- looking
statements included herein, the inclusion of such information should not be regarded as a
presentation by the Company or any other person that the objectives and plans of the
Company will be achieved.

At
the time of this reporting, Corvero Networks, Inc. is the single operating subsidiary for
CNH Holdings, and is the sole source of income reflected in the financial statements.
Corvero Networks, Inc. formally began operations in May 2003, and has demonstrated the
ability to successfully execute against its business plan.

This
quarter ending June 30, 2004 finds Corvero with over 15 agreements with Value Added
Resellers within Ciscos reseller partner channel including two resellers with a
national footprintDimension Data and AvNet. The reseller partner program continues
to grow, increasing Corveros coverage across the U.S. We have increased the training
activity for sales and technical areas for the partner community, further enabling the
scalability of the growth plan.

With
the continued revenue growth, CNH Holdings Company has determined to seek funding of
approximately $1,500,000 of new growth capital to continue to build out the internal
infrastructure of the Company, and take advantage of the strong demand anticipated in the
IP Technology market over the next 6 months. There can be no assurance that the Company
will be successful in this effort.

---



# Results of Operations

For
the three months ended June 30, 2004, the Company had total revenues of $364,043. For the
three months ended June 30, 2003, the Company was in the development stage and had not
commenced planned principal operations.

The
Company had a net loss of $245,966 for the three months ended June 30, 2004, compared to a
net loss of $10,440 for the three months ended June 30, 2003. The increase in the net loss
is largely attributable to the additional development and technology support expenses from
XBridge Software incurred by Corvero, and the commencement of planned principal
operations.

# Capital Resources and
Liquidity

As
of June 30, 2004, the Company had total current assets of $280,695 and total assets of
$652,361 as compared to current assets of $181,096 and total assets of $554,188 at March
31, 2004. The Company had a net working capital deficit of $1,043,468 and $887,480
respectively as of June 30, 2004 and March 31, 2004.

Net
stockholders equity (deficit) in the Company was ($797,910) as of June 30, 2004 and
($551,944) as of March 31, 2004.

In
order to advance its current business plan, management is continuing the effort to raise
private venture capital. There are no commitments for such at present; however, management
has been in discussions for the purpose of raising private investment capital.

# Item 3. Controls and
Procedures

The
Companys Chief Executive Officer and Chief Financial Officer have concluded, based
on an evaluation conducted within 90 days prior to the filing date of this Quarterly
Report on Form 10-QSB, that the Companys disclosure controls and procedures have
functioned effectively so as to provide those officers the information necessary to
evaluate whether:

|(i) | this Quarterly Report on Form 10-QSB contains any untrue statement of a
                    material fact or omits to state a material fact necessary to make the statements
                    made, in light of the circumstances under which such statements were made, not
                    misleading with respect to the period covered by this Quarterly Report on Form
                    10-QSB, and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | the financial statements, and other financial information included in this
                    Quarterly Report on Form 10-QSB, fairly present in all material respects the
                    financial condition, results of operations and cash flows of the Company as of,
                    and for, the periods presented in this Quarterly Report on Form 10-QSB.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There
have been no significant changes in the Companys internal controls or in other
factors since the date of the Chief Executive Officers and Chief Financial
Officers evaluation that could significantly affect these internal controls,
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)
| | --- | -------------------------------------

| | 10.1 | License
Agreement (2)
| | ---- | ---------------------

| | 31.1 | Certification
Pursuant to Section 302 of the Sarbanes-OxleyAct of 2002
| | ---- | ----------------------------------------------------------------------

| | 31.2 | Certification
Pursuant to Section 302 of the Sarbanes-OxleyAct of 2002
| | ---- | ----------------------------------------------------------------------

| | 32.1 | Certification
Pursuant to Section 302 of the Sarbanes-OxleyAct of 2002
| | ---- | ----------------------------------------------------------------------

| | 32.2 | Certification
Pursuant to Section 302 of the Sarbanes-OxleyAct 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.
|--- | --------------------------------------------------------------------------------------------

---



# 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.

CNH Holdings Company Registrant

DATE: August 12, 2004

/S/ Derek Downs Derek DownsPresident and
Interim CEO(Principal Executive Officer)

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

---