UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A

                                AMENDMENT NO. 2

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2005

                        Commission File Number 000-27842

                           NETWORTH TECHNOLOGIES, INC.
                 (Name of Small Business Issuer in Its Charter)

                DELAWARE                                       54-1778587
     (State or Other Jurisdiction of                        (I.R.S. Employer
     Incorporation or Organization)                        Identification No.)

   101 SW 11th Avenue, Boca Raton, FL                             33486
(Address of Principal Executive Offices)                       (Zip Code)

                                 (561) 392-6010
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None.

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, $0.01 par value per share

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No __

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

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes___ No_X__

      NetWorth's revenue for its most recent fiscal year was $0.

      As of April 10, 2006, the aggregate market value of the shares of common
stock held by non-affiliates (based on the closing price of $0.003 for the
common stock as quoted on that date) was approximately $881,709.

      As of April 10, 2006, NetWorth had 340,317,160 shares of its common stock,
$0.01 par value per share, outstanding.

<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                     <C>                                                               <C>
        ITEM NUMBER AND CAPTION                                                             PAGE
        -----------------------                                                             ----
        PART I

        Item 1.         Description of Business ..........................................    2
        Item 2.         Description of Property ..........................................   12
        Item 3.         Legal Proceedings ................................................   12
        Item 4.         Submission of Matters to a Vote of Security Holders ..............   12

        PART II

        Item 5.         Market for Common Equity, Related Stockholder Matters and Small ..   12
                        Business Issuer Purchases of Equity Securities
        Item 6.         Management's Discussion and Analysis .............................   13
        Item 7.         Financial Statements .............................................   21
        Item 8.         Changes in and Disagreements with Accountants on Accounting and ..   22
                        Financial Disclosure
        Item 8A.        Controls and Procedures ..........................................   22
        Item 8B.        Other Information ................................................   22

        PART III

        Item 9.         Directors and Executive Officers of the Registrant ...............   22
        Item 10.        Executive Compensation ...........................................   24
        Item 11.        Security Ownership of Certain Beneficial Owners and Management ...   26
                        and Related Stockholder Matters
        Item 12.        Certain Relationships and Related Transactions ...................   27
        Item 13.        Exhibits .........................................................   27
        Item 14.        Principal Accountant Fees and Services ...........................   29
</TABLE>


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                                     PART I


                SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-KSB contains forward-looking statements that
involve risks and uncertainties. The statements contained in this document that
are not purely historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, or the Exchange Act, including without limitation
statements regarding our expectations, beliefs, intentions or strategies
regarding our business. This Annual Report on Form 10-KSB includes
forward-looking statements about our business including, but not limited to, the
level of our expenditures and savings for various expense items and our
liquidity in future periods. We may identify these statements by the use of
words such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "potential," "predict," "project,"
"should," "will," "would" and other similar expressions. All forward-looking
statements included in this document are based on information available to us on
the date hereof, and we assume no obligation to update any such forward-looking
statements, except as may otherwise be required by law. Our actual results could
differ materially from those anticipated in these forward-looking statements.

Item 1.  Description of Business.

The Merger of Networth and STI

Pursuant to an agreement and plan of merger dated May 19, 2005 by and among
NetWorth Technologies, Inc. ("NetWorth" or the "Company"), Solution Technology
International, Inc. ("STI"), and STI Acquisition Corp., NetWorth agreed to issue
shares equal to 90% of its fully diluted outstanding shares at June 20, 2005 for
100% of the fully diluted outstanding shares of STI. STI paid no cash to
NetWorth but agreed to assume certain of NetWorth's liabilities, namely the
convertible debenture that NetWorth issued to Advantage Capital Development
Corp. and Cornell Capital Partners, LP ("Cornell Capital") in the amount of
$625,000 and payment of certain accounts payable in an amount not to exceed
$150,000. The merger between STI and STI Acquisition Corp. became effective on
June 20, 2005 when the certificate of merger was filed and accepted by the
Delaware Secretary of State.

After STI assumed control of NetWorth, and following the NetWorth transfer agent
issuing shares of NetWorth common stock to STI shareholders, STI discovered that
the NetWorth certificate of incorporation only authorized 65 million rather than
650 million shares of common stock. STI had understood, and NetWorth had
represented, that there were only 20 million shares outstanding and 650 million
shares authorized, which would have allowed STI to receive the necessary number
of NetWorth shares to obtain 90% ownership of NetWorth. NetWorth's transfer
agent also believed that NetWorth had 650 million shares of common stock
authorized. NetWorth had authorized a 1 for 10 reverse stock split that was
effective December 1, 2004 and its Board of Directors believed, incorrectly,
that the 1:10 reverse split reduced only the issued and outstanding shares of
common stock, not the authorized shares of common stock as well. STI was able to
void the unauthorized 1 for 10 reverse split by filing a series of four
certificates of correction to NetWorth's certificate of incorporation in
November 2005. As a result of unwinding the illegal 1 for 10 reverse stock split
and reinstating the 650 million authorized shares of NetWorth common stock, STI
shareholders received 173,130,510 shares of NetWorth common stock or 48% of the
total issued and outstanding shares of NetWorth common stock as of the date of
the merger on June 20, 2005. The remaining shares of NetWorth common stock to be
issued to the former STI shareholders will be received only after the
shareholders Proposals set forth in the Schedule 14C Information Statement filed
with the Securities and Exchange Commission on January 19, 2006 are effective
which will be 20 days after this proxy statement is sent to NetWorth
shareholders in accordance with the proxy rules under the Securities and
Exchange Act of 1934.

The Schedule 14C Information Statement that NetWorth filed on January 19, 2006
sought shareholder approval to (i) effect a 1:150 reverse stock split, (ii)
change the name of the Company from NetWorth Technologies, Inc. to Solution
Technology International, Inc., (iii) amend the certificate of incorporation to
delete certain provisions in NetWorth's certificate of incorporation not
authorized under Delaware law and (iv) adopt a new stock option plan. After the
proposal regarding the 1:150 reverse stock split becomes effective the STI
shareholders will receive 90% of NetWorth's fully diluted outstanding shares in
accordance with the terms of the merger agreement. Since the merger became
effective on June 20, 2005 under Delaware law, NetWorth has been concentrating
on the business conducted by STI.

                                      -2-
<PAGE>

                               THE BUSINESS OF STI

Overview

STI was incorporated in the State of Delaware on April 27, 1993 as Dan L. Jonson
Associates, Inc. On June 22, 1994 it changed its name to Solution Technology
International, Inc. STI launched professional service activities in January 1997
and concluded technical research and development of its enterprise software
solution in June 2001.

STI markets a web-based, multi-language, multi-currency software solution (the
"SurSITE(R)") to the domestic and international insurance and reinsurance
industry designed to solve one of the well-known and costly predicaments in the
industry, i.e., handling of complex technical accounting methods and
transactions. Technical accounting is the tedious record keeping of (i) each
individual premium and claim transaction gathered over a specific period of time
from a policyholder's insurance policy to the primary insurer, (ii) the
reinsurers assuming a portion of the hazards and risk exposure from the primary
insurer by means of a collection of reinsurance contracts and (iii) the ultimate
creation of claim notifications, loss recovery notices and statements of account
for each such contract and the participating reinsurer.

Version 1 of the SurSITE(R) product for reinsurance administration was designed
and developed by STI between 2001 and 2002 with the deployment of the product at
its charter client (discussed below) occurring in December 2002. This has
allowed SurSITE(R) to be built using real world scenarios rather than
theoretical ones. Industry leaders, in addition to its charter client that
participated in this process, included professionals from Swiss Re, Aon, and
PartnerRe who contributed their industry expertise to ensure that the SurSITE(R)
solution adhered to the technical accounting standards of the insurance and
reinsurance industry.

The Insurance and Reinsurance Industry

Insurance is the second largest segment of the U.S. economy. Insurance and
health combined represent a quarter of the U.S. GDP. STI is targeting its
products and services at the two-and-a-half trillion dollar global insurance
industry and its 6,500 primary providers, approximately 2,500 captive insurance
companies and numerous specialty insurance pools.

Insurance is a form of risk management primarily used to hedge against risk of
financial loss. Insurance is defined as the equitable transfer of the risk of a
potential loss, from one entity to another, in exchange for a premium and duty
of care.

Hence, for the primary insurer, reinsurance is a form of insurance and serves to
spread risks more widely as well as increase the amount of insurance coverage
that can be written for individual clients and thereby decrease its loss
exposure. It covers part of the risks assumed by the primary insurers, thereby
reducing their exposure to liquidity problems or even the threat of financial
ruin resulting from a major loss. Since risks with high sums insured and high
exposures can be reinsured, primary insurers can achieve more homogenous
portfolios to reduce their exposure to severe losses. The underwriting capacity
of primary insurers is strengthened since the reinsurer assumes a share of the
risk, making part of the required insurance coverage available. Further,
available equity capital is increased because reinsurance frees this risk-bound
capital.

STI's Solution to the Current Inefficiency of Reinsurance Administration

For decades, lack of automation coupled with older legacy information systems of
many global insurance and reinsurance organizations have made it difficult to
accurately manage complex technical accounting methods causing losses from
hard-to-detect errors around premiums received and payable, claims and risk
allocation, unnecessary operating expenses and reduced investment income as a
result of delayed claims recovery. Frequently, these shortcomings have been
amplified by fragmented business processes, many repetitive manual paper-based
processes, untimely and incomplete collection of data and lack of access to
intelligence embedded in an insurance company's own data to facilitate favorable
business decisions. In addition, it is difficult for many organizations to
maintain reinsurance contract knowledge caused by staff turnover, since losses
may be reported years after a reinsurance contract has been put in place.

                                      -3-
<PAGE>

STI's proprietary reinsurance software for reinsurance administration solves the
costly problems described above. It manages complex reinsurance contract
combinations throughout the entire reinsurance contract workflow, from the
primary insurance policy to the portions of the primary insurance policy that
are reinsured.

STI's management believes that its SurSITE(R) solution is distinguished from its
competition by an "industry-first" Technical Accounting Transaction Engine that
automates both reinsurance assumed as a fixed percentage of a potential loss
subject to a maximum amount (referred to in the insurance industry as
"proportional") and risks shared according to different thresholds of
reinsurance exposure (referred to in the insurance industry as
"non-proportional") contract calculations and generates transactions for
premiums, commissions, and claims based on events and transactions at the
original insurance policy level. STI's SurSITE(R) solution also generates
statements of account, reinsurance recovery notices and claims notifications.

STI's management believes that the SurSITE(R) reinsurance software solution
improves the quality, consistency, and accuracy of work performed, and positions
top management to significantly and measurably reduce operating expenses and
reduce errors.

Since its SurSITE(R) software automates the entire reinsurance technical
accounting workflow, from the primary insurance policy to business that is
reinsured, there is no need to engage employees to manually manage and allocate
premiums and losses to each reinsurance contract combination throughout an
organization, particularly with a fleet of insurance companies. Further, one
web-based SurSITE(R) installation can support a user's multiple divisions and
branches worldwide, which eliminates the need for redundant interim reinsurance
reports and related information technology staff expenses.

In addition to its software product, STI offers consulting services to its
customers with complete requirements studies, data migration, data integration
tools, system integration, and other related professional services.

STI's objective is to establish its reinsurance solution as the industry leading
software solution in managing complex reinsurance contract combinations
throughout the entire reinsurance contract workflow. In this regard, it intends
during the next two years to enhance its technological leadership by adding
support for new and evolving premium and claims recovery methods for both the
property and casualty and life insurance businesses; functionality for trend
analysis, capacity utilization, and exposure control; and providing the software
and services necessary to conduct safe and reliable technical accounting
transactions over the Internet. STI anticipates that the costs of these
improvements will be approximately $2,000,000. In addition to traditional
license agreements, STI plans to offer its solutions as an Application Service
Provider, reducing the cost of STI's product for smaller insurance companies.

STI's Charter Client

STI's initial multi-million dollar deployment and charter client is an insurance
and reinsurance consortium based in Zurich, Switzerland consisting of 26
European insurance and reinsurance companies. STI selected SPL as a partner to
assist STI in the development phase and initial release of STI's SurSITE(R)
reinsurance software since the consortium and its member companies offered the
most inclusive insurance and reinsurance workflow environment available to STI.
The member companies are using STI's software platform to generate primary
insurance business and manage the reinsurance transactions associated with the
primary insurance business. STI's management believed that this environment was
critical to the validation of its automated solution for reinsurance
administration and has enabled it to provide a solution that can be configured
to meet the needs of a single insurance company, a fleet of insurance companies
or other similar consortia. Additionally, it believed that the opportunity
existed for it to target the individual members of the consortium as future
clients.

SPL purchased a license for use by 22 of the 26 members to produce insurance
business and its 26 members to conduct the related reinsurance administration
for the entire consortium. The initial agreement with SPL consisted of a
$2,000,000 fee for the purchase of a perpetual license and a $1,250,000
five-year technical support and maintenance agreement. The fees did not include
client specific enhancements which were requested by the customer. Those fees
resulted in additional professional service fees of approximately $1,000,000.

                                      -4-
<PAGE>

The consortium accounted for approximately 98% of STI's revenue in the fiscal
year ended December 31, 2003 and 99% of its revenue in the fiscal year ended
December 31, 2002. The revenue consisted of license fees and maintenance and
support services. STI did not receive any revenue from SPL in fiscal 2004 or
2005, largely as a result of the delay in concluding the process of becoming a
publicly traded company, that delayed its receipt of funding by Cornell Capital
and precluded STI from providing the support and maintenance services required
by SPL. Although STI was forced to scale back the technical support and
maintenance services it provided to the consortium, the consortium has continued
to use its product under the terms of the license agreement. STI's management
expects to reengage SPL and its individual members in 2006 once it has secured
the necessary financial resources to do so.

Market Analysis

Size of Insurance Industry: Of the $2.5 trillion dollars in global premiums
written in 2004 (of which approximately 45% or $1.2 trillion is U.S. business)
approximately 80% or approximately $2 trillion dollars was reinsured. The
insurance industry's IT spending has historically equaled 3% of net premium
written which is projected to grow to 6-7% by 2010. Thus, the current IT
spending in the United States alone of approximately $42 billion dollars is
expected to reach over $80 billion by 2010 according to recent studies by Price
Waterhouse Coopers and Lloyds of London.

Industry Characteristics and Trends: STI's management believes that September
11, 2001 was a wakeup call for the industry. STI's management further believes
that 9/11 illustrated the shortcomings of existing legacy systems in providing
the necessary information required to manage an insurance company's capacity
utilization and risk accumulation. The concentration of capital at risk
discovered by most insurance and reinsurance companies after the World Trade
Center attack made it clear that new and more efficient support systems were
needed. This was further amplified by the impact of the stringent Sarbanes-Oxley
Section 404 (SOX) compliance requirements. As a result, many companies ended up
in receivership, were forced to stop writing new business and manage their
existing portfolio of insurance until such policies expired (such a status known
in the insurance industry as "run-off") or became unwilling acquisition targets
by healthier competitors. For the first time insurance executives identified and
expressed the urgent need to have the most critical back office processes
streamlined and automated to provide the critical real-time information required
for underwriting risks identifying the impact of and recovery of large reinsured
losses in a timely manner. Hurricanes Katrina and Rita further stressed the
importance of expediting and identifying the financial impact of large losses to
Wall Street and other stakeholders.

Critical Needs and Extent to Which Those Needs Are Currently Met: The most
critical need for every insurance and reinsurance company, STI's management
believes, is the ability to aggregate enterprise-wide technical accounting
transactions, e.g., premium, claims and loss reserve details at the original
policy level. This data must be aggregated from all subsidiary companies by line
of business to an overall parent company book-of-business. This aggregation
allows real-time evaluation and determination of a group's financial results
after factoring in the amount of reinsurance protection to immediately determine
a company's "net loss" after a catastrophic loss event such as a hurricane,
earthquake, tornado, terrorist attack or any other major event where a company
experiences numerous claims related to one occurrence. Many companies do not
have the IT infrastructure to accommodate this task in a timely manner due to
fragmented, paper-based and manual backroom operations, i.e., lack of automation
which makes it difficult to effectuate timely loss recoveries with loss of
income as a result. This predicament is an industry-wide problem.

Purchasing Decision Makers and Influencers: Due to the nature of the problem,
executive level decision makers and especially CFOs are increasingly engaged in
purchasing decisions for any IT solution. Major influencers in this regard are
the client company's independent auditors and reinsurance brokers. This outside
influence is being driven in part by the need for regulatory compliance,
specifically, the ability to validate internal and management controls over
financial reporting of technical accounting transactions. Hence, selective
alliances with major global auditing firms represents an important business
opportunity for STI and its SurSITE(R) offerings. Another significant advocate
for STI's solution is the global reinsurance intermediary community. The
intermediary market places 80% of all global reinsurance. STI's management
believes that its solution will expedite and streamline premium and claim
negotiations among all participants, thus increasing the margins realized for
reinsurance commission.

Major Customer Groups: STI's focus and selection criteria of potential clients
is based on an insurance company's level of reinsurance utilization, an above
industry expense ratio and enterprise-wide requirements to comply with SOX.

                                      -5-
<PAGE>

Target Markets: STI's defined target market consists of five leading segments of
major companies and other insurance entities that would greatly benefit from
deploying its reinsurance solution.

Each segment has distinguishing characteristics based on complexity, size and
life cycle:

o Large Insurance Groups (Fleet of Companies): This segment of STI's target
market represents the largest opportunity for its software products. STI has
identified 275 target companies in the North American market of the
approximately 6,500 companies that represent the global insurance industry.

o Captive Insurance Companies: There are approximately 4,000 captive insurance
and reinsurance companies, many domiciled in the U.S. and the Bermuda markets.,
that are potential STI clients.

o Reinsurance Companies: STI is focusing on the top 75 international reinsurance
companies. Each such large reinsurer represents multiple sales and licensing
opportunities since they have operations and subsidiaries around the world.

o Insurance and Reinsurance Consortia (Pools): STI is actively prospecting both
U.S. and international insurance pools and already has experience with such
groups from its charter client, SPL, that is a pool of international insurance
companies.

o Run-off and Commutation: Divestitures and insolvencies have created this niche
market that has grown tremendously over the past five years. In conjunction with
one of STI's alliance partners, STI believes that it can obtain several clients
within this market segment.

Sales Process

Cycle: STI adheres to a three-phase purchasing and engagement cycle. The first
is a comprehensive consulting engagement to define the project and determine the
vision and scope. The second phase is the solution implementation, based on the
prioritized needs as identified in Phase I. The third phase is the inception of
the five year mandatory technical support and maintenance contract.

Phase I: An initial six to eight week engagement is used for requirements and
information gathering. From this, STI will generate a formal detailed "As-Is,
To-Be, and Benefit based proposal. In discussion with the client STI then
proceed to a "go/no-go" decision for the project as a whole. Based on its
experience, STI expects to reach a Phase I commitment in two to six months from
the first meeting with the prospective client.

Phase II: This phase may entail either a single subsidiary/business unit or a
full scale global implementation for an insurance group. During this phase the
specific client installation is customized, delivered, and integrated. A single
site implementation can take from six to nine months depending on the scope of
the initial deployment. An enterprise-wide deployment throughout a global
organization with multiple site licenses can easily be spread over a 60 month
period due to the complexity of integration requirements.

Phase III: Once each deployment has been completed, tested, and accepted, the
system enters the maintenance phase of the software lifecycle. The initial
period is a five-year maintenance contract with an annual cost of 17.50% to 20%
of the aggregate license fee.

Competition

STI competes against a number of different companies in the area of reinsurance
contract management. A smaller subset of those competitors offer an
enterprise-wide solution needed to partially support automation of complex
technical accounting methods and claims recovery processes.

Although management believes STI competes primarily with reinsurance contract
management providers, it also believes that it may now, or in the future,
compete with companies in the following groups:

                                      -6-
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o internal Information Technology departments

o reinsurance product providers such as CSC, SAP, Siebel and Sungard

o professional service organizations such as IBM, Accenture, Deloitte
Consulting, EDS, BearingPoint and Cap Gemini Ernst & Young

o other potential competitors, including industry led initiatives

Today, CSC's SICS/NT software solution constitutes STI's primary competition
among professional reinsurers and large insurance groups with offerings from
Xchanging/RebusIS in the European, and Freedom Group and Siebel in the U.S.
market. In addition, SAP is trying to extend its offerings to the reinsurance
market. The significant differences between these offerings and STI's SurSITE(R)
solution are an incomplete solution, lack of market uniformity, and lean
eBusiness architecture. In many cases, available systems do not meet the future
needs of giants like Allianz, AXA, Hanover Re, Munich Re, Partner Re, Swiss Re,
Winterthur, and XL Capital because they do not offer automation of both
proportional and non-proportional technical accounting transactions. In
comparison to STI, however, their greater financial resources and longer
presence in the market have allowed them to generate more sales than STI.

Management believes that STI has one of the most complete visions for integrated
reinsurance administration and technical accounting required by reinsurance and
insurance providers. In making future sales, it intends to rely on references
from its customers attesting to its efforts to establish the unique and powerful
appeal of its solution.

Sales and Marketing

Marketing Strategy: STI has developed a two-pronged approach to maximize market
penetration. It will market its solution through direct sales to end-users and
indirect sales through global alliance partners. STI's primary business
development effort will be generated by highly experienced sales professionals.
This approach will be supported by the utilization of independent consultants
with extensive reinsurance experience and effective networking channels.
Further, STI will draw on the long-term relationships held by its Board of
Directors through their decades of industry experience. In order to maximize its
effectiveness, STI has prioritized and qualified its key prospects. STI is
preparing to launch the European and Asian sales channels during the first
quarter of 2006. STI expects to establish its non-U.S. sales channels in
partnership with reinsurance professionals who are well established in each such
market.

Distribution channels: STI expects to establish sales offices in four geographic
regions that will cover the following markets:

o SurSITE(R) North America

o United States of America

o Canada

o Bermuda (U.S. interests)

o SurSITE(R) Europe

o Europe

o Bermuda (UK interests)

o SurSITE(R) Asia

o Southeast Asia

                                      -7-
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o China

o Pacific Rim

o Africa

o SurSITE(R) Japan

STI has initiated its SurSite North American sales through the services of two
former Marsh & McLennan employees.

Recent Developments

In April 2006 NetWorth entered into a $1,000,000 convertible debenture with
Cornell Capital Partners, LP ("Cornell Capital") and amended certain other
outstanding agreements in connection with prior convertible debentures totaling
$600,000 in principal amount with Cornell Capital and $250,000 with Montgomery
Equity Partners, Ltd. ("Montgomery), an affiliate of Cornell Capital.

Secured Convertible Debenture. NetWorth entered into a secured convertible
debenture in the principal amount of $1,000,000 dated April 4, 2006 and due
April 4, 2008. The debenture carries an interest rate of 8%. NetWorth has an
option to redeem a portion or all amounts outstanding under the amended and
restated convertible debenture upon three days advance written notice provided
that the closing bid price of NetWorth's common stock is less than $.005 (or the
market price upon the completion of a 150:1 reverse stock split by NetWorth as
proposed in its Schedule 14C now under SEC review). Cornell Capital has a right
to convert the debenture into shares of NetWorth common stock based upon a
quotient obtained by dividing (i) the outstanding amount of the convertible
debenture by the (ii) the conversion price which is equal to the lesser of $.005
(or the market price upon the completion of a 150:1 reverse stock split by
NetWorth as proposed in its Schedule 14C now under SEC review) or 80% of the
lowest closing bid price of NetWorth's common stock during the thirty trading
days immediately prior to the conversion date. In the event NetWorth does not
have enough shares of common stock authorized or listed or quoted on the OTCBB
or it cannot timely satisfy the conversion sought by Cornell Capital, then
Cornell Capital can demand cash equal to the product of the outstanding
principal amount to be converted plus any interest due provided by the
conversion price and multiplied by the highest closing price of the stock from
the date of the conversion notice until the date that such cash payment is made.
Cornell Capital cannot convert the debenture or receive shares of NetWorth
common stock if it would beneficially own in excess of 4.9% of NetWorth's issued
and outstanding shares of common stock at the time of such conversion, such
determination to be made by Cornell Capital.

Under the terms of the convertible debenture so long as any principal amount or
interest is owed, NetWorth cannot, without the prior consent of Cornell Capital
(i) issue or sell any common or preferred stock with or without consideration,
(ii) issue or sell any preferred stock, warrant, option, right, contract or
other security or instrument granting the holder thereof the right to acquire
common stock with or without consideration, (iii) enter into any security
instrument granting the holder of security interest in any of NetWorth's assets
or (iv) file any registration statement on Form S-8. Under the terms of the
convertible debenture there are a series of events of default, including failure
to pay principal and interest when due, NetWorth's common stock ceasing to be
quoted for trading or listing on the OTCBB and shall not again be quoted or
listed for trading within five trading days of such listing, NetWorth being in
default of any other debentures that NetWorth has issued to Cornell Capital.
Following an event of default and while the event of default is not cured,
Cornell Capital may accelerate all amounts due and payable in cash or elect to
convert such amounts to common stock having a conversion price of the lower of
$.005 per share or the lowest closing bid price during the thirty days
immediately preceding the conversion date.

Termination Agreement. The standby equity distribution agreement, registration
rights agreement, escrow agreement and placement agent agreement, each dated
December 20, 2005, were cancelled. Cornell Capital, however, retained the
$400,000 Compensation Debenture in connection with the standby equity
distribution agreement, the material terms of which are the same as the amended
and restated secured convertible debenture described below.

                                      -8-
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Second Amended and Restated Secured Convertible Debenture. NetWorth entered into
a second amended and restated convertible debenture in the principal amount of
$642,041 dated April 4, 2006. NetWorth has assumed the obligations of STI to
Cornell Capital under two secured debentures each in the amount of $300,000
issued on June 29, 2004 and August 23, 2004, respectively plus accrued interest
of $42,041. Interest payments are to be paid monthly in arrears commencing April
4, 2006 and continuing for the first day of each calendar month thereafter that
any amounts due under the convertible debenture are due and payable. The
interest includes a redemption premium of 20% in addition to interest set at an
annual rate of 8%. Monthly principal payments are to commence April 4, 2006 with
any outstanding principal and interest to be paid in full no later than April 4,
2006.

NetWorth has an option to redeem a portion or all amounts outstanding under the
amended and restated convertible debenture upon three days advance written
notice. Cornell Capital has a right to convert the debenture into shares of
NetWorth common stock based upon a quotient obtained by dividing (i) the
outstanding amount of the convertible debenture by the (ii) the conversion price
which is equal to the lesser of $.005 (or the market price upon the completion
of a 150:1 reverse stock split by NetWorth as proposed in its Schedule 14C now
under SEC review) or 80% of the lowest closing bid price of NetWorth's common
stock during the thirty trading days immediately prior to the conversion date.
In the event NetWorth does not have enough shares of common stock authorized or
listed or quoted on the OTCBB or it cannot timely satisfy the conversion sought
by Cornell Capital, then Cornell Capital can demand cash equal to the product of
the outstanding principal amount to be converted plus any interest due divided
by the conversion price and multiplied by the highest closing price of the stock
from the date of the conversion notice until the date that such cash payment is
made. Cornell Capital cannot convert the debenture or receive shares of NetWorth
common stock if it would beneficially own in excess of 4.9% of our issued and
outstanding shares of common stock at the time of such conversion, such
determination to be made by Cornell Capital.

Under the terms of the convertible debenture so long as any principal amount or
interest is owed, NetWorth cannot, without the prior consent of Cornell Capital
(i) issue or sell any common or preferred stock with or without consideration,
(ii) issue or sell any preferred stock, warrant, option, right, contract or
other security or instrument granting the holder thereof the right to acquire
common stock with or without consideration, (iii) enter into any security
instrument granting the holder of security interest in any of NetWorth's assets
or (iv) file any registration statement on Form S-8. Under the terms of the
convertible debenture there are a series of events of default, including failure
to pay principal and interest when due, the common stock ceasing to be quoted
for trading or listing on the OTCBB and not again being quoted or listed for
trading within five trading days of such listing, or if NetWorth being in
default of any other debentures issued by NetWorth to Cornell Capital. Following
an event of default, and while the event of default is not cured, Cornell
Capital may accelerate all amounts due and payable in cash or elect to convert
such amounts to common stock having a conversion price of $.01 per share.

Amended and Restated Investor Registration Rights Agreement. On April 4, 2006
NetWorth entered into an amended and restated registration rights agreement with
Cornell Capital. Under the terms of the registration rights agreement NetWorth
is obligated to register on Form SB-2 or any other applicable form the shares of
its common stock issuable to Cornell Capital upon conversion of the $1,000,000
convertible debenture, the warrant shares to be issued under the warrant to
Cornell Capital described above, the $642,041 convertible debenture issued to
Cornell Capital, the $256,757 debenture issued to Montgomery and the warrant
shares to be issued under the warrant to Montgomery. NetWorth will pay all
expenses in connection with such registration. NetWorth is required to file with
the SEC in a timely manner all reports or other documents required under the
Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as
amended to allow Cornell Capital and Montgomery to take advantage of Rule 144
under the Securities Act of 1933 (as amended).

Amended and Restated Security Agreement. NetWorth entered into a security
agreement dated April 4, 2006 with Cornell Capital and Montgomery. Under the
terms of the security agreement, NetWorth provided a blanket lien to Cornell
Capital and Montgomery to secure its obligations under the convertible
debentures issued to Cornell Capital and Montgomery, respectively. Under the
terms of the security agreement NetWorth is not allowed to permit any debts or
liens against NetWorth's property other than the lien previously granted by STI
to Crosshill Georgetown Capital under the terms of a loan agreement for $750,000
plus interest between STI and Crosshill Georgetown Capital that NetWorth has
assumed following the merger between NetWorth and STI.

                                      -9-
<PAGE>

Amended and Restated Pledge and Escrow Agreement. NetWorth entered into a pledge
and escrow agreement dated April 4, 2006 with Cornell Capital, Montgomery, Dan
L. Jonson and David Gonzales, Esq., acting as escrow agent. Under the terms of
the pledge and escrow agreement, Dan L. Jonson, President and CEO of STI,
pledged his shares of NetWorth to secure NetWorth's obligations under the
convertible debenture issued to Cornell Capital and to Montgomery under the
securities purchase agreement between NetWorth and Montgomery. Mr. Jonson's
shares are being held by David Gonzales, Esq., who is a principal with Cornell
Capital. In the event of default under the pledge and escrow agreement, that
includes failure of Montgomery or STI to comply with any of the agreements
between themselves and either Montgomery or Cornell Capital, Mr. Jonson's
pledged shares can be sold to cover any of the obligations owed by NetWorth or
STI to Cornell Capital and Montgomery under the various financing agreements
discussed here. The pledged shares shall be returned to Mr. Jonson upon payment
in full of all amounts owed to Cornell Capital and Montgomery under the
convertible debentures.

Irrevocable Transfer Agent Instructions Agreement. NetWorth entered into an
irrevocable transfer agent instructions agreement dated April 4, 2006 among
NetWorth's transfer agent, Olde Montmouth Stock Transfer Company, Cornell
Capital and David Gonzales, Esq., as escrow agent. Under the terms of the
irrevocable transfer agent instructions, NetWorth's common stock to be issued
upon conversion of the convertible debentures for $1,000,000 and $400,000 and
any interest and liquidated damages to be converted into shares of NetWorth's
common stock, Olde Monmouth is required to issue those shares to Cornell Capital
upon receiving a duly executed conversion notice described in the irrevocable
transfer instructions. NetWorth confirmed under the terms of the irrevocable
transfer agent instructions that the conversion shares shall be freely
transferable on our books and records and not bear any legend restricting
transfer. The transfer agent has agreed to reserve for issuance to Cornell
Capital sufficient shares of common stock should Cornell Capital elect to
convert any of NetWorth's obligations under the convertible debenture into
shares of NetWorth's common stock.

Warrant. NetWorth issued a warrant dated April 4, 2006 for 639,834 shares of its
common stock (subject to adjustment for stock splits, stock dividends and
recapitalizations) to Montgomery at an exercise price of $.01 per share. The
warrant is exercisable until December 20, 2008. Montgomery cannot exercise the
warrant if doing so would cause it to beneficially own in excess of 4.99% of the
total issued and outstanding shares of NetWorth common stock unless the exercise
is made within sixty days prior to December 20, 2008. The shares issued upon
excise of the warrant have piggyback and demand registration rights set forth in
the registration rights agreement described above.

Securities Purchase Agreement. NetWorth entered into a securities purchase
agreement dated April 4, 2006 with Cornell Capital. The securities purchase
agreement relates to the $1,000,000 secured convertible debenture described
above. In accordance with the securities purchase agreement, NetWorth agreed to
enter into (i) an amended and restated investor registration rights agreement to
provide registration rights under the Securities Act of 1933, as amended, for
shares of NetWorth common stock that could be issued upon conversion of the
amounts owed for principal and interest under the convertible debentures
described above, (ii) an amended and restated security agreement to provide a
blanket lien against our property as described above, (iii) an amended and
restated pledge and escrow agreement under which Mr. Jonson pledged his shares
of NetWorth's common stock to Cornell and Montgomery, (iv) a second amended and
restated security agreement among NetWorth, Cornell Capital, Montgomery and STI
and (v) an irrevocable transfer agent instructions letter agreement described
above. Under the securities purchase agreement NetWorth agreed to preserve an
adequate number of shares to effect any right of conversion exercised by Cornell
Capital under the warrant and the convertible debenture described above.
NetWorth also agreed to pay Yorkville Advisors Management, LLC, a company
affiliated with Montgomery and Cornell Capital, a fee equal to 10% of the
purchase price or $100,000 and a structuring fee to Yorkville Advisors
Management, LLC of $10,000.

Second Amended and Restated Subsidiary Security Agreement. STI entered into a
second amended and restated subsidiary security agreement dated April 4, 2006.
The material terms of the second amended and restated subsidiary security
agreement are the same as the security agreement that NetWorth executed with
Cornell Capital described above.

Amended and Restated Guaranty. STI entered into an amended and restated guaranty
dated April 4, 2006 with Cornell Capital under which it guaranteed as a direct
obligor NetWorth's payment and performance under the $1,000,000 convertible
debenture described above, the $400,000 convertible debenture described above,
and the $642,041 and the $256,757 convertible debenture issued by NetWorth to
Montgomery, including all collection fees incurred by Cornell Capital and
Montgomery should they have to seek enforcement of their rights under the
amended and restated guaranty.

                                      -10-
<PAGE>

Amended and Restated Secured Convertible Debenture. NetWorth entered into
amended and restated secured convertible debenture with Montgomery in the amount
of $256,754 due April 4, 2008. This debenture has similar redemption, conversion
and remedies upon an event of default as the second amended and restated secured
convertible debenture described above.

Amended and Restated Convertible Compensation Debenture. NetWorth entered into
an amended and restated convertible compensation debenture in the amount of
$400,000 due April 4, 2008. The debenture is for a fee to be paid to Cornell
Capital in connection with the now terminated stand by equity distribution
agreement. This debenture has similar redemption, conversion and remedies upon
an event of default as the second amended and restated secured convertible
debenture described above. STI entered into a convertible compensation debenture
in the amount of $400,000 payable to Cornell Capital and dated June 29, 2004
that was assigned by STI and assumed by NetWorth on December 20, 2005 under the
assignment and assumption agreement dated December 20, 2005. The terms of the
secured convertible debenture are the same as the secured convertible debentures
described above.

The foregoing is a summary of the secured convertible debenture, the termination
agreement, the second amended and restated secured convertible debenture, the
amended and restated investor registration rights agreement, the amended and
restated pledge and escrow agreement, the amended and restated security
agreement, the irrevocable transfer agent instructions agreement, the warrant,
the securities purchase agreement, the second amended and restated subsidiary
security agreement, the amended and restated guaranty, the amended and restated
secured convertible debenture and the amended and restated convertible
compensation debenture and is qualified in its entirety by reference to these
agreements, copies of which are attached as Exhibits to our Form 8-K filed April
11, 2006 and incorporated by reference into this Form 10-KSB.

Employees

As of April 10, 2006, we employ four full-time employees and two consultants. We
anticipate that we will need additional people to fill administrative, sales and
technical positions if we are successful in implementing our strategic business
plan. We have no collective bargaining agreements with our employees.

Summary Financial Data

The table below provides a summary of some of our key financial metrics. This
information should be read in conjunction with, and is qualified by reference
to, our consolidated financial statements and notes thereto in Item 7 of this
report and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Item 6 of this report.

-----------------------------------------------------------------------------
                                             Year Ended December 31,
-----------------------------------------------------------------------------
                                           2005                 2004
-----------------------------------------------------------------------------
Operating Results:
-----------------------------------------------------------------------------

     Operating Revenue                $         0            $     6,900
-----------------------------------------------------------------------------
     Cost of Revenues                 $    96,123            $   119,556
-----------------------------------------------------------------------------
     Gross Profit (Loss)              $   (96,123)           $  (112,656)
-----------------------------------------------------------------------------
     Operating Expenses               $ 1,856,864            $ 1,435,553
-----------------------------------------------------------------------------
Other Income (Expense)                $  (376,346)           $  (189,885)
-----------------------------------------------------------------------------
     Net Income (Loss)                $(2,329,333)           $(1,738,094)
-----------------------------------------------------------------------------


                                             Year Ended December 31,
-----------------------------------------------------------------------------
                                           2005
-----------------------------------------------------------------------------
Balance Sheet Data:
-----------------------------------------------------------------------------
     Current Assets                   $          0           $       452
-----------------------------------------------------------------------------
     Current Liabilities              $  8,680,688           $ 2,308,023
-----------------------------------------------------------------------------
     Accumulated Deficit              $  9,290,759           $(5,055,512)
-----------------------------------------------------------------------------
     Stockholder's Deficit            $  8,594,426           $(2,633,871)
-----------------------------------------------------------------------------

                                      -11-
<PAGE>

Item 2.  Property

Our principal executive offices are located in approximately 4,500 square feet
of office space at 5210 Chairmans Court, Suite 3, Frederick, Maryland 21703. The
term of the lease expires October 30, 2006.

Item 3. Legal Proceedings

NetWorth is not a party to any pending legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

         Not applicable.

                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchase of Equity Securities.

Our common stock is quoted on the Over-the-Counter Bulletin Board under the
symbol "NWRT.OB."

The following table sets forth the average high and low bid prices for the
common stock for each calendar quarter for 2005 and 2004, as reported by the
National Quotation Bureau, and represents interdealer quotations, without retail
markup, markdown or commission and may not be reflective of actual transactions.

                                                       Bid Price Per Share
                                                   --------------------------
                                                     High               Low
                                                   -------             ------
                2004
                January 2004 - March 2004          $0.030              $0.10
                April 2004 - June 2004             $0.014              $0.011
                July 2004 - September 2004         $0.021              $0.016
                October 2004 - December 2004       $0.18               $0.006

                2005
                January 2005 - March 2005           0.008               0.003
                April 2005 - June 2005              0.005               0.002
                July 2005 - September 2005          0.006               0.003
                October 2005 - December 2005        0.007               0.002

Stockholders

As of April 10, 2006, we believe there were approximately 174 holders of record
of our common stock. We believe that a substantially greater number of holders
of our common stock are "street name" or beneficial holders, whose shares are
held of record by banks, brokers and other financial institutions.

Dividends

We have never declared or paid cash dividends on our common stock. We currently
intend to retain all available funds and any future earnings to fund the
development and growth of our business and do not anticipate declaring or paying
any cash dividends on our common stock in the foreseeable future.

Equity Compensation Plan Information

The Company has 5,000,000 shares of its common stock reserved under its 2002
Nonqualified Option and Stock Incentive Plan ("the Plan"). No options have been
issued under the Plan.

Recent Sales of Unregistered Securities

Not Applicable.

                                      -12-
<PAGE>

Item 6.  Management's Discussion and Analysis

The following is a discussion and analysis of our results of operations and
financial position for the two years ended December 31, 2005 and the factors
that could affect our future financial condition and results of operations.
Historical results may not be indicative of future performance.

Overview

NetWorth merged with STI on May 19, 2005 in a transaction that for accounting
purposes is treated as a reverse merger by the accounting acquirer, STI. STI is
a development stage company that designs, develops, markets and supports a
web-based, multi-language, multi-currency software solution ("SurSITE(R)") used
by insurance and reinsurance companies to facilitate and support their most
critical back-office business processes. STI's reinsurance application is
proprietary software for reinsurance management of complex reinsurance contract
combinations throughout the entire reinsurance contract workflow, from ceded and
assumed to retroceded business.

What distinguishes STI's SurSITE(R) solution from its competition is an
"industry-first" Technical Accounting Transaction Engine ("TATE") application
that automates calculations and generates transactions for premiums,
commissions, and claims based on events and transactions at the original
insurance policy level; it also manages statements of account, reinsurance
recovery notices, and claims notifications. To further enhance the applicability
of the SurSITE(R) software, STI is currently designing extensive support for
facultative reinsurance used to insure very large risks that cannot be insured
by a single insurance company like property and liability insurance for
multinational corporations, airlines and aerospace, cargo, energy, engineering,
manufacturers, ocean hull, etc. In addition to its software product, the Company
provides its customers with complete requirements studies, data migrations, data
integration tools, system integrations and other related professional services.

STI plans to market and sell its products worldwide, at the outset by utilizing
a network of international industry contacts developed by senior management and
indirectly through third parties. As part of the planned scaling of the
organization, STI will establish an international sales force by hiring
experienced professionals with well-established track records and contacts
throughout the insurance and reinsurance industry. STI plans to establish a
presence in the European market since it is the global center of reinsurance
trading. During the Summer 2005, STI established the first of three planned
sales teams with responsibility for the North American market. The U.S. team is
managed by two re/insurance professionals, both former insurance brokers who
have commenced discussions with U.S. and Bermuda based insurance and reinsurance
prospects.

STI's initial multi-million dollar deployment and charter client, won in
competition against Computer Science Corporation, is an insurance and
reinsurance consortium based in Zurich, Switzerland consisting of 26 well-known
member companies, including, among others, Allianz, Partner Re, Swiss Re,
Winterthur Insurance Company and Zurich Insurance Group. The member companies
are using STI's software platform to produce direct insurance business and
manage the reinsurance transactions of the produced direct insurance business.

For decades, lack of automation coupled with fragmented information systems of
many global insurance and reinsurance organizations have made it difficult to
accurately managing complex technical accounting methods causing losses from
hard-to-detect errors involving premiums received and payable, claims and risk
allocation, unnecessary operating expenses and reduced investment income from
the negative impact of delayed claims recovery. Frequently, these shortcomings
have been amplified by fragmented business processes, many repetitive, manual
paper-based processes, untimely and incomplete collection of data and lack of
access to intelligence embedded in an insurance company's own data to facilitate
making the correct business decisions. In addition, it is difficult for many
organizations to maintain reinsurance contract knowledge as a result of staff
turnover since losses may be reported years after a reinsurance contract has
been initiated.

STI's reinsurance software enables an organization to overcome the limitations
of fragmented business processes and gain control of mission-critical
reinsurance administration. The Technical Accounting Transaction Engine, which
has been tested by some of the most experienced reinsurance industry
professionals, provides the solution that addresses the many problems associated
with accurately managing complex technical accounting methods, timely loss
recoveries, and error prone business processes. STI's software products allow
companies to leverage their substantial investments in existing IT
infrastructures while exploiting the many benefits offered by automation of
technical accounting transactions. STI believes that the SurSITE(R) reinsurance
software solution improves the quality, consistency, and accuracy of work
performed and positions management to significantly and measurably reduce
operating expenses and reduce errors.

                                      -13-
<PAGE>

STI's objective is to establish its reinsurance solution as the industry
standard in managing complex reinsurance contract combinations throughout the
entire reinsurance contract workflow. To achieve this goal STI intends to
enhance its technological leadership by adding support for new and evolving
premium and claims recovery methods; functionality for trend analysis, capacity
utilization and exposure control; accelerating the acceptance of its products by
leveraging strategic partnerships; and providing the software and services
necessary to conduct safe and reliable technical accounting transactions over
the Internet.

Financial Condition and Changes in Financial Condition

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2005 TO 2004

Revenues for 2005 were $0 as compared to $6,900 for 2004. The revenues generated
in 2004 were from consulting fees earned on a contract that STI had which was
non-recurring in nature.

Cost of revenue for 2005 was $96,123 compared to $119,556 for 2004. The decrease
in cost of revenue is due to the development costs incurred under the SPL
contract in 2004, that the Company did not incur in 2005.

Operating expenses for 2005 were $1,856,864 as compared to $1,435,553 in 2004,
an increase of approximately $420,000 due in large part to the expense
associated with the issuance of common stock for services in 2005 versus 2004.
Additionally, STI incurred a substantial amount of professional fees in 2005 for
services rendered in connection with its merger with NetWorth.

Other income (expense) was $(376,346) for 2005 compared to $(189,885) for 2004.
The major difference between the two periods was the interest expense incurred
in connection with the increase in the Company's borrowings, particularly the
convertible debentures.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based
Payment" ("SFAS No. 123R"). SFAS No. 123R requires that the compensation cost
relating to share-based payment transactions be recognized in financial
statements. That cost will be measured based on the fair value of the equity or
liability instruments issued. The scope of SFAS No. 123R includes a wide range
of share-based compensation arrangements including share options, restricted
share plans, performance-based awards, share appreciation rights and employee
share purchase plans. SFAS No. 123R replaces SFAS No. 123, "Accounting for
Stock-Based Compensation," and supersedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees." SFAS No. 123, as originally issued in 1995,
established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that Statement
permitted entities the option of continuing to apply the guidance in APB No. 25,
as long as the footnotes to the financial statements disclosed what net income
would have been had the preferable fair-value-based method been used. The
adoption of SFAS No. 123R will not have any affect on the Company's financial
position or results of operations.

Inflation

Our monetary assets, consisting primarily of cash and receivables, and our
non-monetary assets, consisting primarily of intangible assets and goodwill, are
not affected significantly by inflation. We believe that replacement costs of
equipment, furniture and leasehold improvements will not materially affect our
operations. However, the rate of inflation affects our expenses, such as those
for employee compensation and costs of network services, which may not be
readily recoverable in the price of services offered by us.

                                  RISK FACTORS

STI Is Subject to Various Risks That May Materially Harm Its Business, Financial
Condition and Results of Operations, If Any of These Risks or Uncertainties
Actually Occur, Its Business, Financial Condition or Operating Results Could Be
Materially Harmed. Additional Risks That It Currently Does Not Know About or
That STI Currently Believes to be Immaterial May Also Impair Its Business
Operations.

                         RISKS RELATED TO STI'S BUSINESS

                                      -14-
<PAGE>

STI Is An Early-Stage Company With An Unproven Business Model, A New and
Unproven Software Technology Model and a Short Operating History, Which Makes It
Difficult to Evaluate Its Current Business and Future Prospects.

STI has only a limited operating history upon which to base an evaluation of its
current business and future prospects. Although it was founded in 1993, it began
offering its SurSITE software products in 2003. It was subsequently forced to
scale back its sales efforts due to its limited capital and, as a result,
experienced a corresponding loss of sales. STI's limited operating history makes
an evaluation of its business and prospects very difficult. You must consider
its business and prospects in light of the risks and difficulties it encounters
as an early-stage company in the rapidly evolving market of reinsurance contract
management. These risks and difficulties include, but are not limited to, the
following:

o its new and unproven business and software models;

o a limited number of service offerings and risks associated with developing new
product and service offerings;

o the difficulties it faces in managing rapid growth in personnel and
operations;

o a failure of its physical infrastructure or internal systems caused by a
denial of service, third-party attack, employee error or malfeasance, or other
causes;

o a general failure of the Internet that impairs its ability to deliver STI's
service;

o a loss or breach of confidentiality of customer data;

o the negative impact on its brand, reputation or trustworthiness caused by any
significant unavailability of its service;

o the systematic failure of a core component of STI's service from which it
would be difficult for it to recover;

o the timing and success of new service introductions and new technologies by
its competitors; and

o STI's ability to build brand awareness in a highly competitive market.

STI may not be able to successfully address any of these risks or others.
Failure to adequately do so could seriously harm its business, damage its
ability to retain existing customers or obtain new customers and cause its
operating results to suffer.

STI Has Historically Lost Money and Losses May Continue In the Future, Which
Means That STI May Not Be Able to Continue Operations Unless It Obtains
Additional Funding.

STI has historically lost money. In the years ended December 31, 2005 and
December 31, 2004, it sustained net losses of $2,329,333 and $1,738,094,
respectively. Future losses are likely to occur. Accordingly, STI may experience
liquidity and cash flow problems if it is not able to raise additional capital
as needed and on acceptable terms. No assurances can be given that it will be
successful in reaching or maintaining profitable operations.

STI has a limited operating history upon which to evaluate its business plan and
prospects. If STI is unable to find alternative financing on commercially
reasonable terms, or generate revenue from the sales of its products and
services, it could be forced to curtail or cease its operations.

                                      -15-
<PAGE>

STI has generated limited revenue from operations. If it does not begin
generating more revenue, it may have to cease operations. At December 31, 2005,
it had an accumulated deficit of $8,594,426. In order to become profitable, STI
will need to generate revenues to offset its cost of research and development
and general and administrative expenses. It may not achieve or sustain its
revenue or profit objectives and its losses may increase in the future and
ultimately, it may have to cease operations.

STI's operating results are impossible to predict because it has limited
operations. As a result, it cannot determine if it will be successful in its
proposed plan of operation. Accordingly, it cannot determine what the future
holds for its proposed plan of business. As such an investment in STI's business
is extremely risky and could result in the entire loss of its investment.

STI Will Need to Raise Additional Capital to Continue Its Operations.

Unless STI can become profitable with the existing access of funds it has
available and its sales efforts, it will require additional capital to sustain
operations and STI may need access to additional capital or additional debt
financing to expand its business. In addition, to the extent that is has a
working capital deficit and cannot offset the deficit from profitable operations
it may have to raise capital to repay the deficit and provide more working
capital to permit growth in revenues. Management cannot assure you that
financing, whether from external sources or related parties, will be available
if needed or on favorable terms. STI's inability to obtain adequate financing
will result in the need to reduce the pace of business operations. Any of these
events could be materially harmful to its business and may result in a lower
stock price.

There Is Substantial Doubt About STI's Ability to Continue As a Going Concern
Due to Recurring Losses and Working Capital Shortages, Which Means That It May
Not Be Able to Continue Operations Unless It Obtains Additional Funding.

The report of its independent registered accounting firm on its December 31,
2005 and 2004 financial statements, as noted in Note 1, included an explanatory
paragraph indicating that there is substantial doubt about its ability to
continue as a going concern due to its recurring losses from operations.

STI's Limited Operating History May Impede Acceptance of Its Service By
Medium-Sized and Large Customers and Therefore Its Ability to Generate Revenue.

STI's ability to increase revenue and achieve profitability depends, in large
part, on widespread acceptance of its service by medium-sized and large
businesses. Its efforts to sell to these customers may not be successful. In
particular, because STI is a relatively new company with a limited operating
history, these target customers may have concerns regarding its viability and
may prefer to purchase critical software applications from one of its larger,
more established competitors. Even if STI is able to sell its service to these
types of customers, they may insist on additional assurances from management
that it will be able to provide adequate levels of service, which could harm its
business. STI's prospective customers have expressed such concerns in the past,
and its inability to address their concerns has hampered its growth.
Additionally, each successive failure to deliver the desired services, or delay
in delivering services to customers, further undermines its credibility in the
marketplace and ability to sell its software. Delays also allow STI's customers
to erode any technological lead it may have in its product.

As More of STI's Sales Efforts Are Targeted At Larger Enterprise Customers, Its
Sales Cycle May Become More Time-Consuming and Expensive, Potentially Diverting
Resources and Harming Its Business.

As STI targets more of its sales efforts at larger enterprise customers, it will
face greater costs, longer sales cycles and less predictability in completing
some of its sales. In this market segment, the customer's decision to use its
service may be an enterprise-wide decision and, if so, these types of sales
would require management to provide greater levels of education to prospective
customers regarding the use and benefits of STI's service. In addition, larger
customers may demand more customization, integration services and features. As a
result of these factors, these sales opportunities may require management to
devote greater sales support and professional services resources to individual
sales, driving up costs and time required to complete sales and diverting sales
and professional services resources to a smaller number of larger transactions.

                                      -16-
<PAGE>

STI's Future Financial Performance May Be Hurt to the Extent That Cannot
Introduce and Gain Customers Acceptance of Enhanced Editions of Its Service.

STI's future financial performance will depend on its ability to develop and
introduce new features to, and new editions of, its service. The success of new
features and editions depends on several factors, including the timely
completion, introduction and market acceptance of the feature or edition.
Failure in this regard may significantly impair its revenue growth. In addition,
the market for its service may be limited if prospective customers, particularly
large customers, require customized features or functions that are incompatible
with STI's application delivery model. If management is unable to develop new
features or enhanced editions of its service that achieve widespread levels of
market acceptance, its sales and reputation could suffer, particularly if STI
has been successful in meeting management's goal of establishing its products as
market leaders. If prospective customers require customized features or
functions, its costs could increase and its reputation and sales could be
harmed.

If STI Were to Lose the Services of Dan L. Jonson, It May Not Be Able to Execute
Its Business Strategy.

Until STI broadens its executive team, its future success depends almost
completely upon the continued service of Dan L. Jonson, its Chief Executive
Officer, President and sole executive officer. Mr. Jonson is critical to the
overall management of STI's company as well as the development of its software,
its sales and marketing and its strategic direction. Mr. Jonson is an at-will
employee who is working without an employment contract. Further, STI does not
maintain any key-person life insurance policies. The loss of Mr. Jonson would
likely seriously harm STI's business.

If STI Fails to Develop Its Brand Cost-Effectively, Its Business May Suffer.

Management believes that developing and maintaining awareness of STI's brand in
a cost-effective manner is critical to achieving widespread acceptance of its
existing and future services, is an important element in attracting new
customers and is critical to its goal of being perceived as a market leader.
Furthermore, management believes that the importance of brand recognition will
increase as competition in STI's market develops. Successful promotion of STI's
brand will depend largely on the effectiveness of its marketing efforts and on
its ability to provide reliable and useful services at competitive prices. In
the past, STI's efforts to build its brand have involved significant expense.
Brand promotion activities may not yield increased revenue, and even if they do,
any increased revenue may not offset the expenses it incurred in building its
brand. If management fails to successfully promote and maintain STI's brand, or
incur substantial expenses in an unsuccessful attempt to promote and maintain
its brand, it may fail to attract enough new customers or retain its existing
customers to the extent necessary to realize a sufficient return on STI's
brand-building efforts, and its financial results could suffer.

Any Failure to Adequately Expand STI's Direct Sales Force Will Impede Its Growth
and Its Ability to Generate Sales.

Management expects to be substantially dependent on a direct sales force to
obtain new customers, particularly large enterprise customers, and to manage
STI's customer base. Management believes that there is significant competition
for direct sales personnel with the advanced sales skills and technical
knowledge it needs. Its ability to achieve significant growth in revenue in the
future will depend, in large part, on STI's success in recruiting, training and
retaining sufficient direct sales personnel. New hires require significant
training and may, in some cases, take more than a year before they achieve full
productivity. Its recent hires and planned hires may not become as productive as
management would like, and STI may be unable to hire sufficient numbers of
qualified individuals in the future in the markets where it does business. If it
is unable to hire and develop sufficient numbers of productive sales personnel,
sales of STI's service will suffer. Additionally, its financial resources have
limited its ability to recruit employees, partners and customers. Many of its
potential employees, partners and customers have expressed the same reluctance
to join STI's company until such time as its financial resources are more
secure. Until it begins generating significant revenue from customer contracts,
management believes this problem will persist.

Sales to Customers Outside the United States Expose STI to Risks Inherent In
International Sales.

Sales in Europe represented almost all of STI's total revenue in fiscal years
2003 and 2002. Management intends to expand its domestic and international sales
efforts. As a result, STI will be subject to risks and challenges that it would
otherwise not face if it conducted its business only in the United States. These
risks and challenges include:

                                      -17-
<PAGE>

o laws and business practices favoring local competitors;

o more established competitors with greater resources;

o compliance with multiple, conflicting and changing governmental laws and
regulations, including tax, privacy and data protection laws and regulations;

o different pricing environments;

o difficulties in staffing and managing foreign operations;

o longer accounts receivable payment cycles and other collection difficulties;
and

o regional economic and political conditions.

These factors could harm STI's future international sales.

STI May Not Be Able to Effectively Protect STI's Intellectual Property Rights,
Which Could Harm Its Business By Making It Easier for STI's Competitors to
Duplicate Its Services.

STI's success depends on its ability to protect its proprietary rights to the
technologies used to implement and operate its software in the United States and
in foreign countries. In the event that a third party breaches the
confidentiality provisions or other obligations in one or more of its agreements
or misappropriates or infringes on STI's intellectual property or the
intellectual property licensed to it by third parties, its business would be
seriously harmed. To protect its proprietary rights, STI relies on a combination
of trade secrets, confidentiality agreements and other contractual provisions
and agreements, copyright and trademark laws, which afford it limited
protection. The measures management takes to protect its proprietary rights may
not be adequate.

STI May Not Effectively Manage the Growth Necessary to Execute Its Business
Plan, Which Could Adversely Affect the Quality of Its Operations, Its Costs and
Its Ability to Generate Profits.

In order to achieve the critical mass of business activity necessary to
successfully execute STI's business plan, STI must significantly increase the
number of strategic partners and customers that use its software. This growth
will place significant strain on its personnel, systems and resources.
Management also expects that STI will continue to hire employees, including
technical, management-level employees, and sales staff for the foreseeable
future. This growth will require it to improve management, technical,
information and accounting systems, controls and procedures. STI may not be able
to maintain the quality of its operations, control its costs, continue complying
with all applicable regulations and expand its internal management, technical
information and accounting systems in order to support its desired growth.
Management cannot be sure that STI will manage its growth effectively, and its
failure to do so could cause it to reduce or cease operations.

STI depends on recruiting and retaining qualified personnel and its inability to
do so would seriously harm its business. Because of the technical nature of
STI's services and the market in which it competes, its success depends on the
continued services of its current executive officers and its ability to attract
and retain qualified personnel with significant expertise. New employees
generally require substantial training, which requires significant resources and
management attention. Even if STI invests significant resources to recruit,
train and retain qualified personnel, it may not be successful in its efforts.

                        RISKS RELATED TO CORNELL CAPITAL

New Shareholders Will Experience Significant Dilution from NetWorth's Sale of
Shares Upon Conversion of Cornell Capital's Convertible Debentures and There
Could Be a Change In Control of NetWorth.

                                      -18-
<PAGE>

Secured Convertible Debenture. NetWorth entered into a secured convertible
debenture in the principal amount of $1,000,000 dated April 4, 2006 and due
April 4, 2008. The debenture carries an interest rate of 8%. NetWorth has an
option to redeem a portion or all amounts outstanding under the amended and
restated convertible debenture upon three days advance written notice provided
that the closing bid price of NetWorth's common stock is less than $.005 (or the
market price upon the completion of a 150:1 reverse stock split by NetWorth as
proposed in its Schedule 14C now under SEC review). Cornell Capital has a right
to convert the debenture into shares of NetWorth common stock based upon a
quotient obtained by dividing (i) the outstanding amount of the convertible
debenture by the (ii) the conversion price which is equal to the lesser of $.005
(or the market price upon the completion of a 150:1 reverse stock split by
NetWorth as proposed in its Schedule 14C now under SEC review) or 80% of the
lowest closing bid price of NetWorth's common stock during the thirty trading
days immediately prior to the conversion date. In the event NetWorth does not
have enough shares of common stock authorized or listed or quoted on the OTCBB
or it cannot timely satisfy the conversion sought by Cornell Capital, then
Cornell Capital can demand cash equal to the product of the outstanding
principal amount to be converted plus any interest due provided by the
conversion price and multiplied by the highest closing price of the stock from
the date of the conversion notice until the date that such cash payment is made.
Cornell Capital cannot convert the debenture or receive shares of NetWorth
common stock if it would beneficially own in excess of 4.9% of NetWorth's issued
and outstanding shares of common stock at the time of such conversion, such
determination to be made by Cornell Capital.

Second Amended and Restated Secured Convertible Debenture. NetWorth entered into
a second amended and restated convertible debenture in the principal amount of
$642,041 dated April 4, 2006. NetWorth has assumed the obligations of STI to
Cornell Capital under two secured debentures each in the amount of $300,000
issued on June 29, 2004 and August 23, 2004, respectively plus accrued interest
of $42,041. Interest payments are to be paid monthly in arrears commencing April
4, 2006 and continuing for the first day of each calendar month thereafter that
any amounts due under the convertible debenture are due and payable. The
interest includes a redemption premium of 20% in addition to interest set at an
annual rate of 8%.

NetWorth has an option to redeem a portion or all amounts outstanding under the
amended and restated convertible debenture upon three days advance written
notice. Cornell Capital has a right to convert the debenture into shares of
NetWorth common stock based upon a quotient obtained by dividing (i) the
outstanding amount of the convertible debenture by the (ii) the conversion price
which is equal to the lesser of $.005 (or the market price upon the completion
of a 150:1 reverse stock split by NetWorth as proposed in its Schedule 14C now
under SEC review) or 80% of the lowest closing bid price of NetWorth's common
stock during the thirty trading days immediately prior to the conversion date.
In the event NetWorth does not have enough shares of common stock authorized or
listed or quoted on the OTCBB or it cannot timely satisfy the conversion sought
by Cornell Capital, then Cornell Capital can demand cash equal to the product of
the outstanding principal amount to be converted plus any interest due divided
by the conversion price and multiplied by the highest closing price of the stock
from the date of the conversion notice until the date that such cash payment is
made. Cornell Capital cannot convert the debenture or receive shares of NetWorth
common stock if it would beneficially own in excess of 4.9% of our issued and
outstanding shares of common stock at the time of such conversion, such
determination to be made by Cornell Capital.

Amended and Restated Convertible Compensation Debenture. On April 4, 2006
NetWorth entered into an amended and restated convertible compensation debenture
in the amount of $400,000 due April 4, 2008. The debenture is for a fee to be
paid to Cornell Capital in connection with the now terminated stand by equity
distribution agreement. This debenture has similar redemption, conversion and
remedies upon an event of default as the second amended and restated secured
convertible debenture described above. STI entered into a convertible
compensation debenture in the amount of $400,000 payable to Cornell Capital and
dated June 29, 2004 that was assigned by STI and assumed by NetWorth on December
20, 2005 under the assignment and assumption agreement dated December 20, 2005.
The terms of the secured convertible debenture are the same as the secured
convertible debentures described above.

Cornell Capital may convert its convertible debentures totaling $2,088,798 in
principal amount into shares of NetWorth's common stock. The subsequent sale of
such shares by Cornell Capital could cause significant downward pressure on the
price of its common stock. This is especially the case if the shares being
placed into the market exceed the market's demand for its common stock. As the
stock price of NetWorth's common stock declines, Cornell Capital will be
entitled to receive an increasing number of shares under the standby equity
distribution agreement and convertible debentures. The sale of such increasing
number of shares by Cornell Capital could cause further downward pressure on the
stock price to the detriment and dilution of existing investors, as well as
investors in this offering. For example, if the price of NetWorth's common stock
were $0.10 per share, conversion of $3,000,000 of convertible debenture would
result in NetWorth issuing to Cornell Capital and registering for sale
30,000,000 shares of its common stock. If the price of STI's common stock is
$0.01 per share, STI would have to issue and register 300,000,000 shares of its
common stock.

                                      -19-
<PAGE>

Further, there is no maximum number of shares NetWorth might be required to
issue with market-price based conversion or exercise prices, such as securities
issued in connection with the convertible debentures, except for the limitation
on Cornell Capital's ownership interest in NetWorth at any one time. The
convertible debentures prohibit Cornell Capital from exercising the conversion
feature of the convertible debentures if the conversion would result in Cornell
Capital beneficially owning more than 4.99% of NetWorth's stock. That
prohibition may be waived by written notice to NetWorth, with such notice being
effective 61 days after the date of such notice. However, over time, Cornell
Capital may acquire and sell a number of shares that far exceeds this limit,
through the continual purchase and sale of NetWorth's shares. As a result, there
could be a change of control of NetWorth through successive sales by Cornell
Capital of a substantial block of its shares of common stock to a stockholder or
stockholders acting as a group who could accumulate a sufficient number of
shares to elect his or their own directors, as an example.

NetWorth's Stockholders May Experience Significant Dilution If Future Equity
Offerings Are Used To Fund Operations or Acquire Businesses.

NetWorth has executed several convertible debentures described above with
Cornell Capital.

If working capital or future acquisitions are financed through the issuance of
equity securities, such as through with Cornell Capital, NetWorth stockholders
could experience significant dilution. In addition, securities issued in
connection with future financing activities or potential acquisitions may have
rights and preferences senior to the rights and preferences of the NetWorth
shares of common stock. Further, the conversion of outstanding debt obligations
into equity securities, such as the debentures held by Cornell Capital, could
have a dilutive effect on NetWorth shareholders.

NetWorth may issue a substantial number of shares of its common stock without
investor approval. Any such issuance of our securities in the future could
reduce an investor's ownership percentage and voting rights in NetWorth and
further dilute the value of a shareholder's investment.

If Cornell Capital Sells Part or All of Its Shares of NetWorth Common Stock In
the Market, Such Sales May Cause NetWorth's Stock Price to Decline.

NetWorth is required to register the shares issuable to Cornell Capital upon
conversion under the terms of the NetWorth convertible debentures. If and when
that registration statement were to be declared effective by the SEC, Cornell
Capital would be permitted to sell in the public market common stock issuable to
it pursuant to the convertible debentures. Such sales may cause NetWorth's stock
price to decline.

If Cornell Capital Were to Sell a Material Amount of Common Stock, the
Significant Downward Pressure On the Price of NetWorth's Stock Caused by Those
Sales Could Encourage Short Sales by Third Parties, Which Could Contribute to
the Further Decline of Its Stock Price.

In many circumstances registering shares upon conversion of debt to equity under
the terms of convertible debentures for companies that are traded on the OTCBB
has the potential to cause a significant downward pressure on the price of
common stock. This is especially true if the shares being placed into the market
exceed the ability of the market to absorb the increased stock or if NetWorth
has not performed in such a manner to show that the equity funds raised will be
used to grow NetWorth. This could result in further downward pressure on the
price of NetWorth's common stock.

The outstanding debentures are convertible at a discount to the market price of
NetWorth's common stock. As a result, the opportunity exists for short sellers
and others to contribute to the future decline of its stock price. Persons
engaging in short sales, sell shares that they do not own, and at a later time
purchase shares to cover the previous sales. To the extent the stock price
declines between the time the person sells the shares and subsequently purchases
the shares, the person engaging in short sales will profit from the transaction,
and the greater the decline in the stock,

                                      -20-
<PAGE>

the greater the profit to the person engaging in such short-sales. By contrast,
a person owning a long position in a stock, such as an investor purchasing
shares in this offering, first purchases the shares at the then prevailing
market price. If the stock price declines while the person owns the shares, then
upon the sale of such shares the person maintaining the long position will incur
a loss, and the greater the decline in the stock price, the greater the loss
which is incurred by the person owning a long-position in the stock. If there
are significant short sales of stock, the price decline that would result from
this activity will cause the share price to decline more, which in turn may
cause long holders of the stock to sell their shares, thereby contributing to
sales of stock in the market. If there is an imbalance on the sell side of the
market for the stock, the price will decline. It is not possible to predict the
circumstances whereby short sales could materialize or to what extent the share
price could drop.


Item 7.  Financial Statements







                                      -21-

<PAGE>







                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004






<PAGE>


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                        Page(s)
                                                                        -------

Report of Independent Registered Public Accounting Firm                   F-1

Balance Sheet as of December 31, 2005                                     F-2

Statements of Operations for the Years Ended
   December 31, 2005 and 2004                                             F-3

Statements of Changes in Stockholders' Equity (Deficit) for the
   Years Ended December 31, 2005 and 2004                                 F-4

Statements of Cash Flows for the Years Ended
    December 31, 2005 and 2004                                            F-5

Notes to Consolidated Financial Statements                            F-6 - F-24


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Networth Technologies, Inc.
Fredrick, Maryland

We have audited the accompanying consolidated balance sheet of Networth
Technologies, Inc. (the "Company") as of December 31, 2005 and the related
statements of operations, changes in stockholders' (deficit), and cash flows for
the years ended December 31, 2005 and 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Networth Technologies, Inc. as
of December 31, 2005 and 2004, and the results of its statements of operations,
changes in stockholders' equity (deficit), and cash flows for the years ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has sustained operating losses and capital
deficits that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.


/s/ Wheeler, Herman, Hopkins & Lagor, P.A.

Tampa, Florida

April 14, 2006


                                      F-1
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2005


<TABLE>
<CAPTION>
                         ASSETS
                         ------

Current Assets:
<S>                                                                  <C>
  Cash and cash equivalents                                          $      --
                                                                     -----------

    Total Current Assets                                                    --
                                                                     -----------

Fixed Assets, Net of Depreciation                                         13,583
                                                                     -----------

Other Assets:
  Intangible assets, net                                                 480,614
  Security deposits                                                        7,065
                                                                     -----------

    Total Other Assets                                                   487,679
                                                                     -----------

TOTAL ASSETS                                                         $   501,262
                                                                     ===========

         LIABILITIES AND STOCKHOLDERS' DEFICIT
         -------------------------------------

LIABILITIES
Current Liabilities:
  Current portion of notes payable                                   $   985,000
  Bank overdraft                                                             422
  Notes payable - bank                                                   216,500
  Notes payable - related parties                                        509,786
  Convertible debentures                                               1,376,115
  Derivative liability                                                   547,683
  Current portion of obligations under capital lease                       2,337
  Liability for stock to be issued                                     3,272,721
  Accrued compensation                                                   801,077
  Accounts payable and accrued expenses                                  969,047
                                                                     -----------

      Total Current Liabilities                                        8,680,688
                                                                     -----------
Long-term Liabilities:
  Notes payable, net of current portion                                  415,000
                                                                     -----------

      Total Long-term Liabilities                                        415,000
                                                                     -----------

      Total Liabilities                                                9,095,688
                                                                     -----------

STOCKHOLDERS' DEFICIT
  Preferred stock, $.01 Par Value; 8,000,000 shares authorized
    and 0 shares issued and outstanding                                     --
  Class A Preferred stock, $.01 Par Value; 2,000,000 shares
    authorized and 1,114,831 shares issued and outstanding                11,148
  Common stock, $.01 Par Value; 650,000,000 shares authorized
    and 32,501,716 shares issued and 32,313,745 shares outstanding       325,017
  Treasury stock, 187,971 shares, at cost                                (18,797)
  Additional paid-in capital                                          14,951,129
  Accumulated deficit                                                (23,862,923)
                                                                     -----------

      Total Stockholders' Deficit                                     (8,594,426)
                                                                     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $   501,262
                                                                     ===========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-2
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YERAS ENDED DECEMBER 31, 2005 AND 2004




                                                   2005            2004
                                               ------------    ------------

OPERATING REVENUES
  Sales                                        $       --      $      6,900
                                               ------------    ------------

COST OF SALES
   Development costs                                   --            23,433
   Amortization of intangible assets                 96,123          96,123
                                               ------------    ------------
       Total Cost of Sales                           96,123         119,556
                                               ------------    ------------

GROSS (LOSS)                                        (96,123)       (112,656)
                                               ------------    ------------

OPERATING EXPENSES
   Compensation expense                             732,212         475,773
   Professional and consulting fees                 914,402         689,356
   Rent expense                                      94,640          90,536
   Other general and administrative expenses         97,544         145,326
   Depreciation                                      18,066          34,562
                                               ------------    ------------
       Total Operating Expenses                   1,856,864       1,435,553
                                               ------------    ------------

LOSS BEFORE OTHER INCOME (EXPENSE)               (1,952,987)     (1,548,209)

OTHER INCOME (EXPENSE)
   Other income (expense)                           (37,064)       (120,000)
   Gain (loss) on debt extinguishment                  --            83,245
Amortization of debt extinguishment                 (83,245)           --
   Interest income                                       23             181
   Interest expense                                (256,060)       (153,311)
                                               ------------    ------------
       Total Other Income (Expense)                (376,346)       (189,885)
                                               ------------    ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES       (2,329,333)     (1,738,094)
Provision for Income Taxes                             --              --
                                               ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES           $ (2,329,333)   $ (1,738,094)
                                               ============    ============

NET LOSS PER BASIC AND DILUTED SHARES          $      (0.10)   $      (0.04)
                                               ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                           23,716,609      41,620,628
                                               ============    ============

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-3
<PAGE>
                   NETWORTH TECHNOLOGIES INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>

                                                                Preferred Stock                  Common Stock
                                                                                         ----------------------------
                                                            Shares          Amount         Shares           Amount
                                                         ----------------------------    ------------    ------------

<S>                                                         <C>          <C>              <C>            <C>
Balance December 31, 2003                                   1,406,531    $     14,065     123,773,963    $  1,237,740

Shares issued for services rendered by
 employees and directors                                           --              --         616,700           6,167

Shares issued for services rendered by
 employees and directors                                           --              --         514,500           5,145

Cancellation of issuable shares                                    --              --         (33,000)           (330)

Shares issued for services rendered by
 employees and directors                                           --              --         470,000           4,700

Exercise of options to purchase common stock                       --              --         547,500           5,475

Shares issued to employees, consultants and attorneys              --              --       7,684,190          76,842

Shares issued in reverse merger of Networth
 Systems, Inc. (a recapitalization)                                --              --      75,000,002         750,000

Shares issued to directors in connection
 with reverse merger                                               --              --       6,500,000          65,000

Shares issued  under director and
 officer compensation plan                                         --              --       6,704,000          67,040

1 for 10 reverse stock split                                       --              --    (207,839,580)     (2,078,397)

Net loss for the year                                              --              --              --              --
                                                         --------------------------------------------------------------

Balance December 31, 2004                                   1,406,531          14,065      13,938,275         139,382

Issuance of common stock under convertible
 debenture agreement                                               --              --         639,891           6,399

Shares issued for financial printing services                      --              --         450,000           4,500

Shares issued to directors for services rendered                   --              --       5,062,450          50,625

Shares issued in reverse merger of Solution Technology
 International, Inc. (a recapitalization)                          --              --       9,494,100          94,941

Conversion of preferred shares into common shares            (291,700)         (2,917)      2,917,000          29,170

Liability for stock to be issued                                   --              --              --      (3,272,721)

Net loss for the year                                              --              --              --              --
                                                         --------------------------------------------------------------

Balance December 31, 2005                                   1,114,831    $     11,148      32,501,716    $    325,017
                                                         ==============================================================

<CAPTION>

                                                                           Additional
                                                             Treasury        Paid-in       Accumulated
                                                              Stock          Capital         Deficit          Total
                                                           ------------    ------------    ------------    ------------

<S>                                                        <C>             <C>             <C>             <C>
Balance December 31, 2003                                  $    (18,797)   $ 16,246,787    $(19,795,496)   $ (2,296,904)

Shares issued for services rendered by
 employees and directors                                             --           8,193              --          14,360

Shares issued for services rendered by
 employees and directors                                             --           5,145              --          10,290

Cancellation of issuable shares                                      --            (370)             --            (700)

Shares issued for services rendered by
 employees and directors                                             --           4,700              --           9,400

Exercise of options to purchase common stock                         --          (5,475)             --              --

Shares issued to employees, consultants and attorneys                --          13,667              --          90,509

Shares issued in reverse merger of Networth
 Systems, Inc. (a recapitalization)                                  --        (750,000)             --              --

Shares issued to directors in connection
 with reverse merger                                                 --         (65,000)             --              --

Shares issued  under director and
 officer compensation plan                                           --          67,040              --         134,080

1 for 10 reverse stock split                                         --       2,078,397              --              --

Net loss for the year                                                --              --      (1,738,094)     (1,738,094)
                                                         --------------------------------------------------------------

Balance December 31, 2004                                       (18,797)     17,603,084     (21,533,590)     (3,795,856)

Issuance of common stock under convertible
 debenture agreement                                                 --          57,590              --          63,989

Shares issued for financial printing services                        --          40,500              --          45,000

Shares issued to directors for services rendered                     --         643,870              --         694,495

Shares issued in reverse merger of Solution Technology
 International, Inc. (a recapitalization)                            --         (94,941)             --              --

Conversion of preferred shares into common shares                    --         (26,253)             --              --

Liability for stock to be issued                                     --      (3,272,721)

Net loss for the year                                                --              --      (2,329,333)     (2,329,333)
                                                         --------------------------------------------------------------

Balance December 31, 2005                                  $    (18,797)   $ 14,951,129    $(23,862,923)   $ (8,594,426)
                                                         ==============================================================

</TABLE>

                                       F-4
<PAGE>

                 NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                                                   2005            2004
                                                                                -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                             <C>            <C>
   Net loss                                                                     $(2,329,333)   $(1,738,094)
                                                                                -----------    -----------

   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                                  114,189        130,685
     (Gain) loss from derivative liability on convertible debenture                  48,798           --
     Common stock issued for consulting services                                    376,500        150,000
     Convertible debenture issued for consulting services                              --          400,000
     (Gain) loss on debt extinguishment                                                --          (83,245)
     Warrant expense                                                                 43,000          7,200
     Amortization of debt extinguishment                                             83,245         12,785

  Changes in assets and liabilities
     Decrease in accounts receivable                                                   --           11,055
     Increase in accrued compensation                                               592,508        239,409
     Increase (decrease) in accounts payable and
       and accrued expenses                                                         570,929        103,356
                                                                                -----------    -----------
     Total adjustments                                                            1,829,169        971,245
                                                                                -----------    -----------

     Net cash (used in) operating activities                                       (500,164)      (766,849)
                                                                                -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from note payable - bank                                                16,500        200,000
    Increase in bank overdraft                                                          422           --
    Payments of notes payable                                                          --         (145,000)
    Proceeds from notes payable - related parties, net                              234,843        100,000
    Proceeds from convertible debentures                                            250,000        600,000
    Payments of obligations under capital lease                                      (2,053)        (8,583)
                                                                                -----------    -----------

       Net cash provided by financing activities                                    499,712        746,417
                                                                                -----------    -----------

NET (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                                          (452)       (20,432)

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                                                 452         20,884
                                                                                -----------    -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                       $      --      $       452
                                                                                ===========    ===========

CASH PAID DURING THE YEAR FOR:
    Interest expense                                                            $    35,716    $   119,555
                                                                                ===========    ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:

    Common stock issued for consulting services                                 $   376,500    $      --
                                                                                ===========    ===========


    Reclassification of deferred compensation to note payable - related party   $   150,000    $      --
                                                                                ===========    ===========

    Liabilities assumed in reverse merger
      Convertible debentures - prior owner                                      $   625,000    $      --
                                                                                ===========    ===========
      Accounts payable                                                          $   150,000    $      --
                                                                                ===========    ===========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-5
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 1-     ORGANIZATION AND BASIS OF PRESENTATION


            On May 19, 2005, Networth Technologies, Inc. (the "Networth"),
            Solution Technology International, Inc. ("STI" or the "Company") and
            STI Acquisition Corp., entered into an Agreement and Plan of Merger
            pursuant to which the Networth was required to issue shares equal to
            90% of its outstanding shares at the date of the merger for 100% of
            the outstanding shares of STI. As a result of the Agreement, the
            transaction will be treated for accounting purposes as a reverse
            merger by STI being the accounting acquired. The merger was
            effective June 20, 2005. At this time, STI cancelled all of its
            certificates and Networth was expected to issue approximately
            173,000,000 shares of common stock to the shareholders of STI in
            exchange for 100% of their stock. After June 20, 2005 STI discovered
            that Networth's charter only authorized 65,000,000 rather than
            650,000,000 shares of common stock that is Board of Directors
            believed it had. Networth had authorized a 1 for 10 reverse stock
            split that was effective December 1, 2004 that its Board of
            Directors believed, incorrectly, applied only to its outstanding
            common stock and not its authorized shares of common stock as well.
            STI was able to void the unauthorized 1 for 10 reverse split by
            filing a series of certificates of correction to Networth's
            certificate of incorporation in November 2005. Accordingly,
            following the Schedule 14C becoming effective, Networth will be able
            to issue the remaining shares of common stock to the former STI
            stockholders under the terms of the merger agreement between STI and
            Networth. Of the approximate 173,000,000 shares to be issued by
            Networth to the former STI shareholders, 9,494,100 shares have
            already been issued, and the remaining 163,505,900 are reflected at
            fair value as a current liability in the condensed consolidated
            balance sheet as of March 31, 2006 as a liability for stock to be
            issued. The amount of $3,272,721 which represents the value of these
            remaining shares will be converted to common stock at par value of
            $1,635,059 and additional paid in capital of $1,637,662 upon the
            issuance of these shares which is anticipated to take effect upon an
            effective 14C being filed with the Securities and Exchange
            Commission.


            STI incorporated in Delaware on April 27, 1993, is a software
            product company based in Frederick, Maryland offering an enterprise
            solution for the global insurance and reinsurance industry. The
            Company has created complex reinsurance algorithms and methodologies
            to support automation of complex technical accounting methods and
            claims recovery processes. The Company has also developed
            sophisticated expert underwriting methods and trend analysis tools
            that support the insurance and reinsurance industries.

            Going Concern

            As shown in the accompanying financial statements the Company has
            had recurring losses of $2,329,333 and $1,738,094 for the years
            ended December 31, 2005 and 2004, respectively, and has a working
            capital deficiency of $8,680,688 as of December 31, 2005. The
            Company is overdue on their debt obligations, and has generated very
            little revenue. There is no guarantee that the Company will be able
            to raise enough capital or generate revenues to sustain its
            operations. These conditions raise substantial doubt about the
            Company's ability to continue as a going concern for a reasonable
            period.

            Management believes that the Company's capital requirements will
            depend on many factors including the success of the Company's stock
            post-merger with Solution Technology, International, Inc. which
            occurred in May 2005, as well as its sales efforts. The Company has
            borrowed additional amounts from lending sources as well as related
            parties to fund its operations, until the Company can file a
            registration statement with the Securities and Exchange Commission
            in order to raise 12 million dollars, which the Company has received
            a term sheet, to enable the Company to expand and carry out its
            business plan. The Company's ability to continue as a going concern
            for a reasonable period is dependent upon management's ability to
            raise additional interim capital and, ultimately, achieve profitable
            operations. There can be no assurance that management will be able
            to raise sufficient capital, under terms satisfactory to the
            Company, if at all.

            The consolidated financial statements do not include any adjustments
            relating to the carrying amounts of recorded assets or the carrying
            amounts and classification of recorded liabilities that may be
            required should the Company be unable to continue as a going
            concern.

                                       F-6
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Principles of Consolidation

            The condensed consolidated financial statements include the accounts
            of the Company and all of its wholly owned subsidiaries. All
            significant intercompany accounts and transactions have been
            eliminated in consolidation.

            Use of Estimates

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America requires management to make estimates and assumptions that
            affect the reported amounts of assets and liabilities and disclosure
            of contingent assets and liabilities at the date of the financial
            statements and the reported amounts of revenues and expenses during
            the reporting period. On an on-going basis, the Company evaluates
            its estimates, including, but not limited to, those related to bad
            debts, income taxes and contingencies. The Company bases its
            estimates on historical experience and on various other assumptions
            that are believed to be reasonable under the circumstances, the
            results of which form the basis for making judgments about the
            carrying value of assets and liabilities that are not readily
            apparent from other sources. Actual results could differ from those
            estimates.

            Cash and Cash Equivalents

            The Company considers all highly liquid debt instruments and other
            short-term investments with an initial maturity of three months or
            less to be cash equivalents.

            Intangible Assets

            Intangible assets consist of software and related technology is
            carried at cost and is amortized over the period of benefit, ten
            years, generally on a straight-line basis. These intangible assets
            are also used as security under the Loan and Security Agreement and
            an Intellectual Property Agreement entered into with Crosshill (see
            Note 4).

            Costs incurred in creating products are charged to expense when
            incurred as research and development until technological feasibility
            is established upon completion of a working model. Thereafter, all
            software production costs are capitalized and carried at cost.
            Capitalized costs are amortized based on straight-line amortization
            over the remaining estimated economic life of the product - ten
            years. Amortization included in cost of sales is $96,123 and $96,123
            for the years ended December 31, 2005 and 2004, respectively.

            In accordance with SFAS No. 2, "Accounting for Research and
            Development Costs", SFAS No. 68, "Research and Development
            Arrangements", and SFAS No. 86, "Accounting for the Costs of
            Computer Software to be Sold, Leased, or Otherwise Marketed",
            technological feasibility for the product was established on January
            1, 2001 with completion of the working model.

                                       F-7

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Intangible Assets (Continued)

            All costs subsequent to this date have been capitalized. Management
            on an annual basis determines if there is further impairment on
            their intangible assets. All costs capitalized occurred from 2001
            through 2002. At that point the software and related technology was
            deemed completed.

            Identified intangible assets are regularly reviewed to determine
            whether facts and circumstances exist which indicate that the useful
            life is shorter than originally estimated or the carrying amount of
            assets may not be recoverable. The Company assesses the
            recoverability of its identifiable intangible assets by comparing
            the projected discounted net cash flows associated with the related
            asset or group of assets over their remaining lives against their
            respective carrying amounts. Impairment, if any, is based on the
            excess of the carrying amount over the fair value of those assets.

<TABLE>
<CAPTION>
                                                          As of December 31, 2005
                                                   Gross
                                                  Carrying      Accumulated
                                                   Amount       Amortization       Net
                                                 ---------      ------------    ---------
Amortized Intangible Assets:
<S>                                              <C>             <C>            <C>
       Software and related technology           $ 961,229       $ 480,614      $ 480,615
                                                 =========       =========      =========

Amortization Expense:
       For the year ended December 31, 2005                      $  96,123
       For the year ended December 31, 2004                         96,123


Estimated Amortization Expense:

       For the year ended December 31, 2006                      $  96,123
       For the year ended December 31, 2007                         96,123
       For the year ended December 31, 2008                         96,123
       For the year ended December 31, 2009                         96,123
       For the year ended December 31, 2010                         96,123
                                                                 ---------
                    Total                                        $ 480,615
                                                                 =========
</TABLE>

                                       F-8
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Revenue Recognition

            When a software license arrangement requires us to provide
            significant production, customization or modification of the
            software, or when the customer considers these services essential to
            the functionality of the software product, the fees for the product
            license, implementation services and maintenance and support are
            recognized using the percentage of completion method. Under
            percentage of completion accounting, these revenues are recognized
            as work progresses based upon cost incurred. Any expected losses on
            contracts in progress are expensed in the period in which the losses
            become probable and reasonably estimable. If an arrangement includes
            acceptance criteria, revenue is not recognized until we can
            objectively demonstrate that the software or service can meet the
            acceptance criteria, or the acceptance period lapses, whichever
            occurs earlier.

            Other elements of our software arrangements are services that do not
            involve significant production, modification or customization of the
            Company's software as defined in SOP 97-2. These components do not
            constitute a significant amount of the revenue generated currently,
            and did not during the early years of the post technological
            feasibility period. These components are recognized as the services
            are performed based on the accrual method of accounting.

            Income Taxes

            The Company accounts for income taxes utilizing the liability method
            of accounting. Under the liability method, deferred taxes are
            determined based on differences between financial statement and tax
            bases of assets and liabilities at enacted tax rates in effect in
            years in which differences are expected to reverse. Valuation
            allowances are established, when necessary, to reduce deferred tax
            assets to amounts that are expected to be realized.

            Fair Value of Financial Instruments (other than Derivative Financial
            Instruments)

            The carrying amounts reported in the consolidated balance sheet for
            cash and cash equivalents, and accounts payable approximate fair
            value because of the immediate or short-term maturity of these
            financial instruments. For the notes payable, the carrying amount
            reported is based upon the incremental borrowing rates otherwise
            available to the Company for similar borrowings. For the convertible
            debentures, fair values were calculated at net present value using
            the Company's weighted average borrowing rate for debt instruments
            without conversion features applied to total future cash flows of
            the instruments.


                                       F-9
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Convertible Instruments

            The Company reviews the terms of convertible debt and equity
            securities for indications requiring bifurcation, and separate
            accounting, for the embedded conversion feature. Generally, embedded
            conversion features where the ability to physical or net-share
            settle the conversion option is not within the control of the
            Company are bifurcated and accounted for as a derivative financial
            instrument. (See Derivative Financial Instruments below).
            Bifurcation of the embedded derivative instrument requires
            allocation of the proceeds first to the fair value of the embedded
            derivative instrument with the residual allocated to the debt
            instrument. The resulting discount to the face value of the debt
            instrument is amortized through periodic charges to interest expense
            using the Effective Interest Method.

            Derivative Financial Instruments

            The Company generally does not use derivative financial instruments
            to hedge exposures to cash-flow or market risks. However, certain
            other financial instruments, such as warrants or options to acquire
            common stock and the embedded conversion features of debt and
            preferred instruments that are indexed to the Company's common
            stock, are classified as liabilities when either (a) the holder
            possesses rights to net-cash settlement or (b) physical or net share
            settlement is not within the control of the Company. In such
            instances, net-cash settlement is assumed for financial accounting
            and reporting, even when the terms of the underlying contracts do
            not provide for net-cash settlement. Such financial instruments are
            initially recorded at fair value and subsequently adjusted to fair
            value at the close of each reporting period. Fair value for
            option-based derivative financial instruments is determined using
            the Black-Scholes Valuation Method. These derivative financial
            instruments are indexed to an aggregate of 54,973,481 shares of the
            Company's common stock as of December 31, 2004 and 98,723,481 as of
            December 31, 2005 and are carried at fair value. The embedded
            conversion feature amounted to $501,455 at December 31, 2004, and
            $547,683 at December 31, 2005 and the Company recognized a fair
            value adjustment during the year ended December 31, 2005 of $48,798.













                                       F-10


<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Advertising Costs

            The Company expenses the costs associated with advertising as
            incurred. Advertising expenses are included in the condensed
            consolidated statements of operations for the years ended December
            31, 2005 and 2004.

            Fixed Assets

            Fixed assets are stated at cost. Depreciation is computed using the
            straight-line method over the estimated useful lives of the assets.

            When assets are retired or otherwise disposed of, the costs and
            related accumulated depreciation are removed from the accounts, and
            any resulting gain or loss is recognized in income for the period.
            The cost of maintenance and repairs is charged to income as
            incurred; significant renewals and betterments are capitalized.
            Deduction is made for retirements resulting from renewals or
            betterments.

            Accounts Receivable

            The Company conducts business and extends credit based on an
            evaluation of the customers' financial condition, generally without
            requiring collateral. Exposure to losses on receivables is expected
            to vary by customer due to the financial condition of each customer.
            The Company monitors exposure to credit losses and maintains
            allowances for anticipated losses considered necessary under the
            circumstances.

            Impairment of Long-Lived Assets

            Long-lived assets, primarily fixed assets and intangible assets, are
            reviewed for impairment whenever events or changes in circumstances
            indicate that the carrying amount of the assets might not be
            recoverable. The Company does not perform a periodic assessment of
            assets for impairment in the absence of such information or
            indicators. Conditions that would necessitate an impairment
            assessment include a significant decline in the observable market
            value of an asset, a significant change in the extent or manner in
            which an asset is used, or a significant adverse change that would
            indicate that the carrying amount of an asset or group of assets is
            not recoverable. For long-lived assets to be held and used, the
            Company recognizes an impairment loss only if its carrying amount is
            not recoverable through its undiscounted cash flows and measures the
            impairment loss based on the difference between the carrying amount
            and estimated fair value.


                                       F-11
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            (Loss) Per Share of Common Stock

            Basic net (loss) per common share is computed using the weighted
            average number of common shares outstanding. Diluted earnings per
            share (EPS) includes additional dilution from common stock
            equivalents, such as stock issuable pursuant to the exercise of
            stock options and warrants. Common stock equivalents were not
            included in the computation of diluted earnings per share when the
            Company reported a loss because to do so would be antidilutive for
            periods presented.

            The following is a reconciliation of the computation for basic and
            diluted EPS:

                                             December 31,    December 31,
                                                 2005            2004
                                             ------------    ------------


            Net loss                         $ (2,329,333)   $ (1,738,094)
                                             ------------    ------------

            Weighted-average common shares
            Outstanding (Basic)                23,716,609      41,620,628

            Weighted-average common stock
            Equivalents
                 Stock options
                 Warrants
                                             ------------    ------------

            Weighted-average common shares
            Outstanding (Diluted)              23,716,609      41,620,628
                                             ============    ============













                                       F-12

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Stock-Based Compensation

            The Company measures compensation expense for its employee
            stock-based compensation using the intrinsic-value method. Under the
            intrinsic-value method of accounting for stock-based compensation,
            when the exercise price of options granted to employees and common
            stock issuances are less than the estimated fair value of the
            underlying stock on the date of grant, deferred compensation is
            recognized and is amortized to compensation expense over the
            applicable vesting period. In each of the periods presented, the
            vesting period was the period in which the options were granted. All
            options were expensed to compensation in the period granted rather
            than the exercise date.

            The Company measures compensation expense for its non-employee
            stock-based compensation under the Financial Accounting Standards
            Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18,
            "Accounting for Equity Instruments that are Issued to Other Than
            Employees for Acquiring, or in Conjunction with Selling, Goods or
            Services". The fair value of the option issued is used to measure
            the transaction, as this is more reliable than the fair value of the
            services received. The fair value is measured at the value of the
            Company's common stock on the date that the commitment for
            performance by the counterparty has been reached or the
            counterparty's performance is complete. The fair value of the equity
            instrument is charged directly to compensation expense and
            additional paid-in capital.

            Recent Accounting Pronouncements

            On December 16, 2004, the Financial Accounting Standards Board
            ("FASB") published Statement of Financial Accounting Standards No.
            123 (Revised 2004), "Share-Based Payment" ("SFAS 123R"). SFAS 123R
            requires that compensation cost related to share-based payment
            transactions be recognized in the financial statements. Share-based
            payment transactions within the scope of SFAS 123R include stock
            options, restricted stock plans, performance-based awards, stock
            appreciation rights, and employee share purchase plans. The
            provisions of SFAS 123R, as amended, are effective for small
            business issuers beginning as of the first interim period after
            December 15, 2005.


                                       F-13

<PAGE>


                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 3-     FIXED ASSETS

            Fixed assets as of December 31, 2005 were as follows:

                                             Estimated Useful
                                              Lives (Years)
                                              -------------
            Furniture and fixtures                  7          $23,268
            Machinery and equipment                3-7          80,016
            Leasehold improvements                  6           11,870
            Vehicles                                5           26,908
                                                                ------

                                                               142,062
            Less: accumulated depreciation                     128,479
                                                               -------
            Property and equipment, net                       $ 13,583
                                                              ========

            Included in machinery and equipment is $11,298 in equipment held
            under capital lease. The accumulated depreciation on this equipment
            as of December 31, 2005 is $8,299. There was $18,066 and $29,324
            charged to operations for depreciation expense for the years ended
            December 31, 2005 and 2004, respectively.

NOTE 4-     NOTES PAYABLE

            The Company entered into an agreement with the Swiss Pool for
            Aviation Insurance ("SPL") whereby SPL advanced the Company under
            their Master SurSITE Agreement, a license/hosting fee and associated
            professional service fees. Advanced fees were recognized as both
            revenue to the Company for achieving certain benchmarks in
            accordance with the agreement, and certain fees were advances to be
            repaid due to contractual obligations to SPL. The original terms
            were for the advances to be repaid in a period not to exceed five
            years, no interest. In 2004, interest started accruing at 2.5%
            annually. The Company originally was advanced $700,000 from June
            2002 through October 2002, and credited one quarterly maintenance
            fee of $35,000 in 2002 and two quarterly maintenance fees totaling
            $70,000 in 2003. Additionally, SPL advanced another $200,000 in 2003
            at 9% interest annually of which $45,000 was repaid in June 2004.
            Interest expense for the years ended December 31, 2005 and 2004 were
            $18,750 and $18,049, respectively. The note payable balance due at
            December 31, 2005 was $750,000. All amounts are included as current
            liabilities due to the fact that these amounts are due on demand.



                                       F-14

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 4-     NOTES PAYABLE  (CONTINUED)

            The Company entered into a revolving promissory note agreement (the
            "Agreement") with Crosshill Georgetown Capital, L.P. ("Crosshill")
            on January 10, 2003. Pursuant to the Agreement, Crosshill loaned the
            Company $750,000 which matures upon the earlier of the Company
            closing on an equity raise of not less than $2,000,000 or July 10,
            2003, which has been amended on various occasions through December
            31, 2004. The note accrued interest at 12% annually. This note was
            converted to long-term debt on July 1, 2004. The Company had
            $650,000 outstanding at December 31, 2005. Interest expense for the
            years ended December 31, 2005 and 2004 was $48,750 and $87,792 due
            to added interest payments due to late payments made by the Company.
            In accordance with EITF 96-16, "Debtor's Accounting for a
            Modification or Exchange of Debt Instruments," the Company has
            recognized a gain of $83,245 due to a substantial modification to
            the terms of the note agreement. As of December 31, 2005 all $83,245
            has been amortized into expense.

            The amounts are secured by a Loan and Security Agreement and an
            Intellectual Property Security Agreement which includes the
            Company's software and related technology. In addition, the Company
            issued 18,604,900 warrants to CrossHill for inducement to enter into
            the Agreement. In accordance with the third amendment which
            established March 31, 2004 as the new maturity date, these warrants
            increase 1,200,000 per month effective April 2004 through June 2004,
            should the Company fail to repay the note. The value of the warrants
            utilizing the relative fair value of the instrument amounted to
            $35,000.


            Notes payable at December 31, 2005 consists of the following:

            Installment note payable to SPL through
            September 2008, principal payment of $50,000 due
            quarterly commencing January 1, 2005 for 15 quarters
            with an annual interest rate of 2.5%.                     $ 750,000

            Installment note payable to Crosshill due through
            April 2007, principal payments of $65,000 payable
            quarterly commencing October 1, 2004 (extended to
            January 1, 2007) interest at 7.5% (with an effective
            interest rate of 12%) due monthly                           650,000
                                                                      ----------

            Total notes payable                                       1,400,000
            Less current maturities                                     985,000
                                                                      ----------

            Notes payable - net of current maturities                 $ 415,000
                                                                      ==========


                                       F-15
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 4-     NOTES PAYABLE  (CONTINUED)

            The approximate aggregate amount of all note payable maturities for
            the next three periods ending December 31, 2005 is as follows:

                      2006                        $   985,000
                      2007                            295,000
                      2008                            120,000
                                                  ------------

                                                  $ 1,400,000
                                                  ============

NOTE 5-     NOTES PAYABLE - BANK

            On September 29, 2005, the Company increased their lines of credit
            to $216,500 from $200, with two banks. The Company would borrow
            funds from time to time for working capital needs. Interest on the
            lines of credit were variable at prime rate plus 2.5% (9.75% at
            December 31, 2005). The balance at December 31, 2005 was $216,500.
            Interest for the years ended December 31, 2005 and 2004 was $18,142
            and $2,957, respectively.

NOTE 6-     NOTES PAYABLE - RELATED PARTIES

            The Company has notes payable due to three related parties:

            Two unsecured notes payable in the aggregate amount of $50,000 to a
            director of the organization, due June 2005 or upon obtaining an
            equity line of credit whichever is earlier, with interest payable at
            8%. Interest expense for the years ended December 31, 2005 and 2004
            was $4,000 and $1,333, respectively. As of December 2005, the
            Company provides the director an update on the status of the
            repayment of the note. The Company recorded the issuance of
            4,000,000 warrants in connection with these notes at $8,000 and that
            amount is included in additional paid-in capital.

            An unsecured note payable in the amount of $50,000 to an officer of
            the Company, due December 31, 2004, which has been extended until
            the Company obtains an equity line of credit, with interest payable
            at 6.5% and increased to amounts up to $100,000. The balance
            outstanding at December 31, 2005 is $50,850. Interest expense for
            the years ended December 31, 2005 and 2004 was $6,348 and $1,286,
            respectively. As of December 2005, the Company provides the director
            an update on the status of the repayment of the note.


                                       F-16

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 6-     NOTES PAYABLE - RELATED PARTIES (CONTINUED)

            The Company on March 24, 2005 settled with a former officer/employee
            of the Company who was owed back pay. The settlement was for
            $166,943, $16,943 due at the signing of the settlement agreement and
            the remaining $150,000 in the form of a promissory note due August
            22, 2005 in one lump payment. The note was not paid in August 2005,
            and extended by the parties until the filing of the disclosure
            statement with the Securities and Exchange Commission. The Company
            paid $21,250 in the quarter ended December 31, 2005. Balance due at
            December 31, 2005 is $128,750.

            An unsecured $10,000 note payable to a director of the organization,
            due March 2006 or upon obtaining an equity line of credit, whichever
            is earlier, with interest payable at 10%. Interest expense for the
            year ended December 31, 2005 was $792.

            An unsecured $20,000 note payable to a director of the organization,
            due March 2006 or upon obtaining an equity line of credit, whichever
            is earlier, with interest payable at 10%. Interest expense for the
            year ended December 31, 2005 was $1,557.

            On March 25, 2005, the Company and a director entered into a
            promissory note agreement for $17,000 due the earlier of one year or
            upon the availability of a $750,000 commercial line of credit. The
            Company entered into additional notes with this director totaling
            $131,251. The notes bear interest at 10% per annum. Interest expense
            for the year ended December 31, 2005 was $3,194.

            On June 24, 2005, the Company and a director entered into a
            convertible promissory note agreement for $100,000, replacing a
            promissory note entered into January 7, 2005, due the earlier of one
            year or upon the availability of a $750,000 commercial line of
            credit. The note bears interest at 10% per annum. Interest expense
            for the year ended December 31, 2005 was $5,167.


NOTE 7-     CONVERTIBLE DEBENTURES

            On June 28, 2004, the Company entered into a Securities Purchase
            Agreement with Cornell Capital Partners. Under the Securities
            Purchase Agreement, Cornell Capital Partners was obligated to
            purchase $600,000 of secured convertible debentures from the
            Company. The Company also entered into a $400,000 convertible
            debenture which was utilized for payment of consulting services.
            This debenture has a maturity date of June 29, 2007, is non-interest
            bearing, and convertible into 19,121,211 shares of common stock.


                                       F-17

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 7-     CONVERTIBLE DEBENTURES (CONTINUED)

            On June 29, 2004, Cornell Capital Partners purchased $300,000 of
            convertible debentures and purchased $300,000 additional debentures
            on August 26, 2004. These debentures accrue interest at a rate of 5%
            per year. The debentures are convertible into the Company's common
            stock at the holders' option any time up to maturity at an
            agreed-upon conversion price. The assets of the Company in
            accordance with an Inter-creditor Agreement secure the debentures.
            At maturity, the Company has the option to either pay the holder the
            outstanding principal balance and accrued interest or to convert the
            debentures into shares of common stock at an agreed-upon conversion
            price. The convertible debentures meet the definition of hybrid
            instruments, as defined in SFAS 133, Accounting for Derivative
            Instruments and Hedging Activities (SFAS No. 133). The hybrid
            instruments are comprised of a i) a debt instrument, as the host
            contract and ii) an option to convert the debentures into common
            stock of the Company, as an embedded derivative. The embedded
            derivative derives its value based on the underlying fair value of
            the Company's common stock. The Embedded Derivative is not clearly
            and closely related to the underlying host debt instrument since the
            economic characteristics and risk associated with this derivative
            are based on the common stock fair value. The Company has separated
            the embedded derivative from the hybrid instrument based on an
            independent valuation of $501,455 as of December 31, 2004 and
            classified the Embedded Derivative as a current liability with an
            offsetting debit to debt discount, which will be amortized over the
            term of the debenture based on the effective interest method.

            The embedded derivative does not qualify as a fair value or cash
            flow hedge under SFAS No. 133. Accordingly, changes in the fair
            value of the embedded derivative are immediately recognized in
            earnings and classified as a gain or loss on the embedded derivative
            financial instrument in the accompanying statements of operations.
            There was a loss of $48,798 recognized for the year ended December
            31, 2005.










                                       F-18


<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 7-     CONVERTIBLE DEBENTURES (CONTINUED)

            On June 6, 2005 the Company issued a secured debenture to Montgomery
            Equity Partners, Ltd. in the principal amount of $250,000 with
            interest to accrue at the rate of 12% per year on the unpaid
            principal balance. Under the terms of the convertible debenture, all
            principal and accrued interest is payable at the Company's election
            on the third year anniversary of June 6, 2007 or may be converted by
            Montgomery Equity Partners at its election at a conversion price
            equal to the lesser of (i) an amount equal to 110% of the initial
            bid price of the Company's common stock submitted on Form 211 by a
            registered market maker to an approved by the NASD or (ii) an amount
            equal to 80% of the lowest closing bid price of the Company's common
            stock as quoted by Bloomberg, LP for the five trading days
            immediately preceding the conversion date. The Company has the right
            to redeem a portion of all the outstanding principal at a price of
            120% of the amount redeemed plus accrued interest. If the Company
            exercises its right of redemption it must issue a warrant to Cornell
            Capital to purchase 50,000 shares of the Company's common stock for
            every $100,000 redeemed. The Company must register any shares of its
            common stock received by Cornell Capital through conversion or under
            the warrant should the Company exercise its right of redemption.

            On July 5, 2004, the Company entered into an agreement with
            Knightsbridge Capital ("Knightsbridge"), whereby Knightsbridge would
            help the Company obtain capital financing. Upon raising $500,000,
            Knightsbridge is entitled to common stock equal to 4.99% of the then
            fully diluted common stock outstanding. The agreement contains an
            anti-dilution clause which guarantees Knightsbridge cannot be
            diluted below this percentage for a period of six months from July
            5, 2004. In February 2005, the Company issued Knightsbridge 639,891
            shares of common stock value at $63,989. The value was included in
            discount on convertible debentures and is being amortized over the
            term of the debentures.

            In January 2005, the Company issued an additional $225,000 of
            convertible debentures for a total of $625,000 of debentures that
            are convertible into shares of common stock at a price equal to
            either (a) an amount equal to one hundred twenty percent (120%) of
            the closing bid price of the common stock as of the closing date or
            (b) an amount equal to eighty percent (80%) of the lowest volume
            weighted average price of the common stock for the thirty trading
            days immediately preceding the conversion date. The convertible
            debentures mature in August 2005 and have full registration rights.




                                       F-19

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 7-     CONVERTIBLE DEBENTURES (CONTINUED)

            Interest expense on the convertible debentures was $90,063 and
            $5,229 for the years ended December 31, 2005 and 2004, respectively.
            Accrued interest at December 31, 2005 is $49,095. $48,798 was
            converted from accrued interest ot additional debentures on December
            31, 2005.

NOTE 8-     COMMITMENTS AND CONTINGENCIES

            Capital Lease Obligations

            The Company is the lessee of computer equipment and office equipment
            under capital leases expiring during 2006 in the amount of $11,298.
            The leases are collateralized by the equipment.

            Minimum lease payments under capital leases at December 31, 2005,
            are as follows:

                           2006                               $    2,976

                  Less: amounts representing interest               (639)
                  Less: current portion                           (2,337)
                                                              ----------

                           Long-term portion                  $        -
                                                              ==========


            Operating Lease

            The Company has a facility lease for office space and equipment
            leases with various expiration dates through 2006. Monthly payments
            for all leases range from $99 to $7,625 per month.

            Minimum lease payments under operating leases at December 31, 2005,
            are as follows:

                     2006                               $  60,759

            Rent expense for the years ended December 31, 2005 and 2004 was
            $94,640 and $90,536, respectively.




                                      F-20



<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 9-     STOCKHOLDERS' DEFICIT

            Preferred Stock

            On May 14, 2002, the Company's Board of Directors adopted a
            certificate for 1,000,000 shares (amended on April 17, 2003 to
            2,000,000 shares) of the 10,000,000 shares of preferred stock
            authorized by the shareholders at the Annual Meeting (the
            "Certificate of Designation"). The Certificate of Designation
            designated 2,000,000 shares as "Class A Non-Voting, Convertible
            Preferred Stock" (the "Class A Preferred Stock"). The holder of
            shares of the Class A Preferred Stock will be entitled to all
            dividends declared by the Board of Directors at a rate per share 10
            times that paid per share of common stock, and will be entitled to
            convert each share of Class A Preferred Stock for 10 shares of
            common stock (subject to adjustment upon the occurrence of certain
            events as specified in the Certificate of Designation), but only to
            the extent that the aggregate number of shares of common stock held
            by the holder (and any other person with whom the holder must
            aggregate shares for purposes of Commission Rule 144) is less than
            5% of the Company's outstanding common stock so that the holder will
            not be deemed to have "control" within the meaning of Commission
            Rule 405.

            The Certificate of Designation further provides: (1) for liquidation
            rights that treat one share of Class A Preferred Stock as if it were
            1000 shares of common stock in the event of the liquidation,
            dissolution or winding up of the Company; (2) that the Class A
            Preferred Stock will have no voting rights; and (3) that no holder
            of Class A Preferred Stock may serve as an officer or director of
            the Company, or serve in any capacity with the Company that would
            render such person a "control person" within the meaning of the
            Securities Exchange Act.

            The Company at December 31, 2005 has 1,114,831 of the Class A
            Preferred Shares issued and outstanding.

                                      F-21

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 9-     STOCKHOLDERS' DEFICIT (CONTINUED)

            Common Stock

            As of December 31, 2005, the Company has 650,000,000 shares of
            common stock authorized and 32,501,716 shares issued and 32,313,745
            shares outstanding. The par value of the common stock is $.01.

            During the year ended December 31, 2005, the Company issued:

            9,494,100 shares were issued to Solution Technology, Inc.
            shareholders in the share exchange. This represents a partial
            issuance.

            2,917,000 shares of common stock in conversion of 291,700 Class A
            Preferred Shares.

            639,891 shares of common stock to Knightsbridge as noted in Note 7
            under the convertible debenture agreement.

            450,000 shares of common stock for services rendered valued at
            $45,000.

            5,062,450 shares of common stock valued at $694,495 (ranging from
            $.05 per share to $.10 per share) for director fees.

            Stock Options and Warrants

            If compensation expense for the Company's stock-based compensation
            plans had been determined consistent with SFAS 123, amended by SFAS
            148, the Company's net income and net income per share including pro
            forma results would have been the amounts indicated below:








                                      F-22

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 9-     STOCKHOLDERS' DEFICIT (CONTINUED)

            Stock Options and Warrants (Continued)



<TABLE>
<CAPTION>
                                                       Years Ended December 31,
                                                        2005              2004
                                                    -------------    -------------
Net loss:
<S>                                                 <C>              <C>
  As reported                                       $  (2,329,333)   $  (1,738,094)
  Add: Stock-based employee compensation expense
included in reported net loss, net of related tax
effects                                                      --               --
  Less: Total stock-based employee compensation
     expense determined under fair value based
     method for all awards, net of related tax
effects                                                     (--)             (--)
                                                    -------------    -------------
   Pro forma                                        $  (2,329,333)   $  (1,738,094)
Net loss per share:
   As reported:
      Basic                                         $       (0.10)   $       (0.04)
      Diluted                                       $       (0.10)   $       (0.04)
   Pro forma:
      Basic                                         $       (0.10)   $       (0.04)
      Diluted                                       $       (0.10)   $       (0.04)

</TABLE>

NOTE 10-    PROVISION FOR INCOME TAXES

            Deferred income taxes are determined using the liability method for
            the temporary differences between the financial reporting basis and
            income tax basis of the Company's assets and liabilities. Deferred
            income taxes are measured based on the tax rates expected to be in
            effect when the temporary differences are included in the Company's
            tax return. Deferred tax assets and liabilities are recognized based
            on anticipated future tax consequences attributable to differences
            between financial statement carrying amounts of assets and
            liabilities and their respective tax bases.

            At December 31, 2005, deferred tax assets consist of the following:


                                      F-23

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004

NOTE 10-    PROVISION FOR INCOME TAXES (CONTINUED)

                                                        2005
                                                    ------------
            Net operating losses                    $ 8,113,394
            Amortization of intangible assets           (24,030)
                                                    ------------

                                                      8,089,364

            Valuation allowance                      (8,089,364)
                                                    ------------

                                                    $         -
                                                    ============

            At December 31, 2005, the Company had a net operating loss
            carryforward in the approximate amount of $23,862,923, available to
            offset future taxable income through 2025. The Company established
            valuation allowances equal to the full amount of the deferred tax
            assets due to the uncertainty of the utilization of the operating
            losses in future periods.

            A reconciliation of the Company's effective tax rate as a percentage
            of income before taxes and federal statutory rate for the years
            ended December 31, 2005 and 2004 is summarized as follows:


                                               --------    --------
                                                 2005        2004
                                               --------    --------

            Federal statutory rate              (34.0)%     (34.0)%


            State income                          3.3         3.3
            taxes, net of federal benefits
            Valuation allowance                  30.7        30.7
                                               --------    --------

                                                    0%          0%
                                               ========    ========

NOTE 11-    LITIGATION

            The Company is, from time to time, involved in various legal and
            other proceedings which arise in the ordinary course of operating
            its business. In the opinion of management, the amount of ultimate
            liability, if any, with respect to these actions will not materially
            affect the consolidated financial position or consolidated results
            of operations of the Company.

NOTE 12 -   SUBSEQUENT EVENTS

            In April 2006 the Company entered into a $1,000,000 convertible
            debenture with Cornell Capital Partners, LP ("Cornell Capital") and
            amended certain other outstanding agreements in connection with
            prior convertible debentures totaling $600,000 in principal amount
            with Cornell Capital and $250,000 with Montgomery Equity Partners,
            Ltd. ("Montgomery).

            Secured Convertible Debenture. The Company entered into a secured
            convertible debenture in the principal amount of $1,000,000 dated
            April 4, 2006 and due April 4, 2008. The debenture carries an
            interest rate of 8%. NetWorth has an option to redeem a portion or
            all amounts outstanding under the amended and restated convertible
            debenture upon three days advance written notice provided that the
            closing bid price of the Company's common stock is is less than


                                      F-24
<PAGE>


            $.005 (or the market price upon the completion of a 150:1 reverse
            stock split by the Company as proposed in its Schedule 14C now under
            SEC review). Cornell Capital has a right to convert the debenture
            into shares of the Company's common stock based upon a quotient
            obtained by dividing (i) the outstanding amount of the convertible
            debenture by the (ii) the conversion price which is equal to the
            lesser of $.005 (or the market price upon the completion of a 150:1
            reverse stock split by the Company as proposed in its Schedule 14C
            now under SEC review) or 80% of the lowest closing bid price of the
            Company's common stock during the thirty trading days immediately
            prior to the conversion date. In the event the Company does not have
            enough shares of common stock authorized or listed or quoted on the
            OTCBB or it cannot timely satisfy the conversion sought by Cornell
            Capital, then Cornell Capital can demand cash equal to the product
            of the outstanding principal amount to be converted plus any
            interest due provided by the conversion price and multiplied by the
            highest closing price of the stock from the date of the conversion
            notice until the date that such cash payment is made. Cornell
            Capital cannot convert the debenture or receive shares of the
            Company's common stock if it would beneficially own in excess of
            4.9% of the Company's issued and outstanding shares of common stock
            at the time of such conversion, such determination to be made by
            Cornell Capital.

            Under the terms of the convertible debenture so long as any
            principal amount or interest is owed, the Company cannot, without
            the prior consent of Cornell Capital (i) issue or sell any common or
            preferred stock with or without consideration, (ii) issue or sell
            any preferred stock, warrant, option, right, contract or other
            security or instrument granting the holder thereof the right to
            acquire common stock with or without consideration, (iii) enter into
            any security instrument granting the holder of security interest in
            any of the Company's assets or (iv) file any registration statement
            on Form S-8. Under the terms of the convertible debenture there are
            a series of events of default, including failure to pay principal
            and interest when due, the Company's common stock ceasing to be
            quoted for trading or listing on the OTCBB and shall not again be
            quoted or listed for trading within five trading days of such
            listing, the Company being in default of any other debentures that
            the Company has issued to Cornell Capital. Following an event of
            default and while the event of default is not cured, Cornell Capital
            may accelerate all amounts due and payable in cash or elect to
            convert such amounts to common stock having a conversion price of
            the lower of $.005 per share or the lowest closing bid price during
            the thirty days immediately preceding the conversion date.

            Termination Agreement. The standby equity distribution agreement,
            registration rights agreement, escrow agreement and placement agent
            agreement, each dated December 20, 2005, were cancelled. Cornell
            Capital, however, retained the $400,000 Compensation Debenture in
            connection with the standby equity distribution agreement, the
            material terms of which are the same as the amended and restated
            secured convertible debenture described below.

            Second Amended and Restated Secured Convertible Debenture. The
            Company entered into a second amended and restated convertible
            debenture in the principal amount of $642,041 dated April 4, 2006.
            The Company has assumed the obligations of STI to Cornell Capital
            under two secured debentures each in the amount of $300,000 issued
            on June 29, 2004 and August 23, 2004, respectively plus accrued
            interest of $42,041. Interest payments are to be paid monthly in
            arrears commencing April 4, 2006 and continuing for the first day of
            each calendar month thereafter that any amounts due under the
            convertible debenture are due and payable. The interest includes a
            redemption premium of 20% in addition to interest set at an annual
            rate of 8%. Monthly principal payments are to commence April 4, 2006
            with any outstanding principal and interest to be paid in full no
            later than April 4, 2006.

                                      F-25
<PAGE>

            The Company has an option to redeem a portion or all amounts
            outstanding under the amended and restated convertible debenture
            upon three days advance written notice. Cornell Capital has a right
            to convert the debenture into shares of the Company's common stock
            based upon a quotient obtained by dividing (i) the outstanding
            amount of the convertible debenture by the (ii) the conversion price
            which is equal to the lesser of $.005 (or the market price upon the
            completion of a 150:1 reverse stock split by the Company as proposed
            in its Schedule 14C now under SEC review) or 80% of the lowest
            closing bid price of the Company's common stock during the thirty
            trading days immediately prior to the conversion date. In the event
            the Company does not have enough shares of common stock authorized
            or listed or quoted on the OTCBB or it cannot timely satisfy the
            conversion sought by Cornell Capital, then Cornell Capital can
            demand cash equal to the product of the outstanding principal amount
            to be converted plus any interest due divided by the conversion
            price and multiplied by the highest closing price of the stock from
            the date of the conversion notice until the date that such cash
            payment is made. Cornell Capital cannot convert the debenture or
            receive shares of the Company's common stock if it would
            beneficially own in excess of 4.9% of our issued and outstanding
            shares of common stock at the time of such conversion, such
            determination to be made by Cornell Capital.

            Under the terms of the convertible debenture so long as any
            principal amount or interest is owed, the Company cannot, without
            the prior consent of Cornell Capital (i) issue or sell any common or
            preferred stock with or without consideration, (ii) issue or sell
            any preferred stock, warrant, option, right, contract or other
            security or instrument granting the holder thereof the right to
            acquire common stock with or without consideration, (iii) enter into
            any security instrument granting the holder of security interest in
            any of the Company's assets or (iv) file any registration statement
            on Form S-8. Under the terms of the convertible debenture there are
            a series of events of default, including failure to pay principal
            and interest when due, the common stock ceasing to be quoted for
            trading or listing on the OTCBB and not again being quoted or listed
            for trading within five trading days of such listing, or if the
            Company being in default of any other debentures issued by the
            Company to Cornell Capital. Following an event of default, and while
            the event of default is not cured, Cornell Capital may accelerate
            all amounts due and payable in cash or elect to convert such amounts
            to common stock having a conversion price of $.01 per share.

            Amended and Restated Investor Registration Rights Agreement. On
            April 4, 2006 the Company entered into an amended and restated
            registration rights agreement with Cornell Capital. Under the terms
            of the registration rights agreement the Company is obligated to
            register on Form SB-2 or any other applicable form the shares of its
            common stock issuable to Cornell Capital upon conversion of the
            $1,000,000 convertible debenture, the warrant shares be to be issued
            under the warrant to Cornell Capital described above, the $642,041
            convertible debenture issued to Cornell Capital, the $256,757
            debenture issued to Montgomery and the warrant shares to issued
            under the warrant to Montgomery. The Company will pay all expenses
            in connection with such registration. The Company is required to
            file with the SEC in a timely manner all reports or other documents
            required under the Securities Act of 1933, as amended and the
            Securities Exchange Act of 1934, as amended to allow Cornell Capital
            and Montgomery to take advantage of Rule 144 under the Securities
            Act of 1933 (as amended).

            Amended and Restated Security Agreement. The Company entered into a
            security agreement dated April 4, 2006 with Cornell Capital and
            Montgomery. Under the terms of the security agreement, the Company
            provided a blanket lien to Cornell Capital and Montgomery to secure
            its obligations under the convertible debentures issued to Cornell
            Capital and Montgomery, respectively. Under the terms of the
            security agreement the Company is not allowed to permit any debts or
            liens against the Company's property other than the lien previously
            granted by STI to Crosshill Georgetown Capital under the terms of a
            loan agreement for $750,000 plus interest between STI and Crosshill
            Georgetown Capital that the Company has assumed following the merger
            between the Company and STI.

                                      F-26
<PAGE>

            Amended and Restated Pledge and Escrow Agreement. The Company
            entered into a pledge and escrow agreement dated April 4, 2006 with
            Cornell Capital, Montgomery, Dan L. Jonson and David Gonzales, Esq.,
            acting as escrow agent. Under the terms of the pledge and escrow
            agreement, Dan L. Jonson, President and CEO of STI, pledged his
            shares of the Company to secure the Company's obligations under the
            convertible debenture issued to Cornell Capital and to Montgomery
            under the securities purchase agreement between the Company and
            Montgomery. Mr. Jonson's shares are being held by David Gonzales,
            Esq., who is a principal with Cornell Capital. In the event of
            default under the pledge and escrow agreement, that includes failure
            of Montgomery or STI to comply with any of the agreements between
            themselves and either Montgomery or Cornell Capital, Mr. Jonson's
            pledged shares can be sold to cover any of the obligations owed by
            the Company or STI to Cornell Capital and Montgomery under the
            various financing agreements discussed here. The pledged shares
            shall be returned to Mr. Jonson upon payment in full of all amounts
            owed to Cornell Capital and Montgomery under the convertible
            debentures.

            Irrevocable Transfer Agent Instructions Agreement. The Company
            entered into an irrevocable transfer agent instructions agreement
            dated April 4, 2006 among the Company's transfer agent, Olde
            Montmouth Stock Transfer Company, Cornell Capital and David
            Gonzales, Esq., as escrow agent. Under the terms of the irrevocable
            transfer agent instructions, the Company's common stock to be issued
            upon conversion of the convertible debentures for $1,000,000 and
            $400,000 and any interest and liquidated damages to be converted
            into shares of the Company's common stock, Olde Monmouth is required
            to issue those shares to Cornell Capital upon receiving a duly
            executed conversion notice described in the irrevocable transfer
            instructions. The Company confirmed under the terms of the
            irrevocable transfer agent instructions that the conversion shares
            shall be freely transferable on our books and records and not bear
            any legend restricting transfer. The transfer agent has agreed to
            reserve for issuance to Cornell Capital sufficient shares of common
            stock should Cornell Capital elect to convert any of The Company's
            obligations under the convertible debenture into shares of the
            Company's common stock.

            Warrant. The Company issued a warrant for 639,834 shares of its
            common stock (subject to adjustment for stock splits, stock
            dividends and recapitalizations) to Montgomery at an exercise price
            of $.01 per share. The warrant is exercisable until December 20,
            2008. Montgomery cannot exercise the warrant if doing so would cause
            it to beneficially own in excess of 4.99% of the total issued and
            outstanding shares of the Company's common stock unless the exercise
            is made within sixty days prior to December 20, 2008. The shares
            issued upon excise of the warrant have piggyback and demand
            registration rights set forth in the registration rights agreement
            described above.

            Securities Purchase Agreement. The Company entered into a securities
            purchase agreement dated April 4, 2006 with Cornell Capital. The
            securities purchase agreement relates to the $1,000,000 secured
            convertible debenture described above. In accordance with the
            securities purchase agreement, the Company agreed to enter into (i)
            an amended and restated investor registration rights agreement to
            provide registration rights under the Securities Act of 1933, as
            amended, for shares of the Company's common stock that could be
            issued upon conversion of

                                      F-27
<PAGE>

            the amounts owed for principal and interest under the convertible
            debentures described above, (ii) an amended and restated security
            agreement to provide a blanket lien against our property as
            described above, (iii) an amended and restated pledge and escrow
            agreement under which Mr. Jonson pledged his shares of the Company's
            common stock to Cornell and Montgomery, (iv) a second amended and
            restated security agreement among the Company, Cornell Capital,
            Montgomery and STI and (v) an irrevocable transfer agent
            instructions letter agreement described above. Under the securities
            purchase agreement the Company agreed to preserve an adequate number
            of shares to effect any right of conversion exercised by Cornell
            Capital under the warrant and the convertible debenture described
            above. The Company also agreed to pay Yorkville Advisors Management,
            LLC, a company affiliated with Montgomery and Cornell Capital, a fee
            equal to 10% of the purchase price or $100,000 and a structuring fee
            to Yorkville Advisors Management, LLC of $10,000.

            Second Amended and Restated Subsidiary Security Agreement. STI
            entered into a second amended and restated subsidiary security
            agreement dated April 4, 2006. The material terms of the second
            amended and restated subsidiary security agreement are the same as
            the security agreement that the Company executed with Cornell
            Capital described above.

            Amended and Restated Guaranty. STI entered into an amended and
            restated guaranty dated April 4, 2006 with Cornell Capital under
            which it guaranteed as a direct obligor the Company's payment and
            performance under the $1,000,000 convertible debenture described
            above, the $400,000 convertible debenture described above, and the
            $642,041 and the $256,757 convertible debenture issued by the
            Company to Montgomery, including all collection fees incurred by
            Cornell Capital and Montgomery should they have to seek enforcement
            of their rights under the amended and restated guaranty.

            Amended and Restated Secured Convertible Debenture. The Company
            entered into amended and restated secured convertible debenture with
            Montgomery in the amount of $256,754 due April 4, 2008. This
            debenture has similar redemption, conversion and remedies upon an
            event of default as the second amended and restated secured
            convertible debenture described above.

            Amended and Restated Convertible Compensation Debenture. The Company
            entered into an amended and restated convertible compensation
            debenture in the amount of $400,000 due April 4, 2008. The debenture
            is for a fee to be paid to Cornell Capital in connection with the
            now terminated stand by equity distribution agreement. This
            debenture has similar redemption, conversion and remedies upon an
            event of default as the second amended and restated secured
            convertible debenture described above. STI entered into a
            convertible compensation debenture in the amount of $400,000 payable
            to Cornell Capital and dated June 29, 2004 that was assigned by STI
            and assumed by the Company on December 20, 2005 under the assignment
            and assumption agreement dated December 20, 2005. The terms of the
            secured convertible debenture are the same as the secured
            convertible debentures described above.

                                      F-28

<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.

Item 8A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures:

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
they are designed to provide reasonable assurance of achieving the objectives.

As of December 31, 2005 we completed an evaluation, under the supervision and
with the participation of our management, including our chief executive officer
and chief financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on the foregoing, our chief
executive officer and chief financial officer concluded that the Company's
disclosure controls and procedures were effective at the reasonable assurance
level.

We filed a Current Report on Form 8-K on March 22, 2006 advising that our
financial statements for June 30, 2005 and September 30, 2005 should not be
relied upon as a result of material liabilities associated with (i) imbedded
derivatives in the Cornell Capital convertible debenture, and (ii) shares of our
common stock to be issued to the former STI shareholders under the terms of the
merger agreement with STI. These changes were made based upon discussions with
the SEC staff and our independent registered accounting firm, Wheeler, Herman,
Hopkins & Lagore, P.A., on issues that we believe are unrelated to the quality
of our internal controls and are more the result of accounting issues that
involve facts independent of recording, processing, summarizing and reporting
our daily financial activities.

Changes in Internal Controls:

There have not been any significant changes in the Company's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.

Item 8B. Other Information

Not applicable.
                                    PART III


Item 9.  Directors and Executive Officers of the Registrant


                                   MANAGEMENT

The following table sets forth the names, positions and ages of NetWorth's
current executive officers and directors. All of NetWorth's directors serve
until the next annual meeting of shareholders or until their successors are
elected and qualify. Officers are elected by the Board of Directors and their
terms of office are, except to the extent governed by an employment contract, at
the discretion of the board of directors. There is no family relationship
between any director, executive officer or person nominated or chosen by
NetWorth to become a director or executive officer.

                                      -22-
<PAGE>

<TABLE>
<CAPTION>
Name                       Age        Position                                     Held Since
----                       ---        --------                                     ----------
<S>                        <C>                                                     <C>
Anthony Q. Joffe           63         Chairman of the Board, President and CFO     1999
Robert S. Gigliotti        56         Director                                     1997
Lawrence R. Van Etten      68         Director                                     2000
</TABLE>

Anthony Q. Joffe is Chairman of the board of directors and has served as a
member of our board of directors since January 12, 1999. In March 1999, Mr.
Joffe was elected as chairman. He resigned as president and chief executive
officer on May 14, 2001, but remained as Chairman of the Board and a director.
In March of 2005 he replaced L. Joshua Eikov who was President and CFO. During
the past five years, he has served as Managing Director of NorthStar Capital, an
investment banking firm with offices in Stamford, Connecticut and Boca Raton,
Florida that specializes in assisting small to mid-size private and publicly
traded companies with business and financial planning, acquisition and
divestiture, financial public relations and market position advice, and treasury
services. He has also founded a boat financing company in 2001, currently known
as USA Boating, for which he serves as President. Mr. Joffe holds a degree in
Aeronautical Engineering Management from Boston University, Boston,
Massachusetts.

Robert S. Gigliotti is a director and the sole member of the audit committee. He
has served as our Secretary from November 10, 1997 until January 12, 1999, and
has served as a member of our board of directors since December 11, 1997, and as
a member of our audit committee since May 30, 2000. Mr. Gigliotti is currently
with The Rehmann Group and prior to this firm he served as the managing tax
partner of Perrin, Fordree & Company (with which he was associated since 1976).
In 1970, Mr. Gigliotti received a bachelor's degree in business from Alma
College, Alma, Michigan, and received his certified public accountant license in
1972.

Lawrence R. Van Etten is a director. Mr. Van Etten was elected as member of our
board of directors on May 31, 2000. During the past five years, Mr. Van Etten
has served as an executive with the following companies in the United States and
Canada: President, TechTel Communications, Inc., Pompano Beach, Florida, a CLEC
service provider, 1998-1999, Vice President, International Digital
Communications Systems, Inc., Miami, Florida, 1997-1998, Telecommunications
Sales, 1996-1998. Much of Mr. Van Etten's recent work experience has dealt with
business management systems, materials management, management development,
personal computer application software and the Internet. From May 22, 2000 until
December 22, 2000, Mr. Van Etten served as acting president and chief operating
officer, and until June 13, 2001 as a member of the board of directors, of
AmeriNet Group.com, Inc. (currently Park City Group, Inc.), a publicly traded
Delaware corporation. He graduated from New York Military Academy,
Cornwall-On-Hudson, New York in 1954 and attended Gettysburg College,
Gettysburg, Pennsylvania from 1954 to 1956 and Marist College, Poughkeepsie, New
York from 1981 to 1982.

                      COMMITTEES OF THE BOARD OF DIRECTORS

NetWorth is not a "listed company" under Securities and Exchange Commission
rules and is therefore not required to have an audit committee comprised of
independent directors. Nevertheless, NetWorth's audit committee is comprised
solely of Mr. Gigliotti. The board of directors has determined that Mr.
Gigliotti is able to read and understand fundamental financial statements and
has substantial business experience that results in that member's financial
sophistication. Accordingly, the audit committee believes that its sole member
has sufficient knowledge and experience necessary to fulfill the duties and
obligations of an audit committee.

The Board does not have a standing compensation committee. The entire board of
directors is responsible for determining the compensation of all executive
officers of NetWorth. The board's objectives in its compensation decisions are
to establish incentives for NetWorth's executive officers to achieve optimal
short-term and long-term operating performance for NetWorth and to link
executive and stakeholder interests.

                        DIRECTOR AND OFFICER COMPENSATION

Director Compensation

                                      -23-
<PAGE>

Directors received compensation of $300 for attendance at each meeting of the
board of directors in 2005 and $25,000 for the annual meeting in December 2004.
The Chairman of the Board received an additional $5,000 for serving as Chairman
of the Board of Directors. In light of the limited cash available to NetWorth,
the board of directors agreed in June 2005 to receive this compensation in the
form of shares of NetWorth common stock at a per share price of $.02 prior to
voiding the 1-for-10 reverse split in November 2005. In light of the corrections
to NetWorth's Certificate of Incorporation in November 2005 that voided the 1 or
10 reverse split in December 2004, the directors have 35,650,000 shares at a per
share price of $.002.

Code of Ethics

NetWorth does not have a code of ethics. Once the Schedule 14C is effective to
implement some important amendments to NetWorth's certificate of incorporation
and the Schedule 14f-1 is effective to change the Board of Directors of NetWorth
to the STI Board of Directors, the new Board of Directors intends to adopt a
Code of Ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act and related regulations require the Company's
directors, certain officers, and any persons holding more than 10% of the
Company's common stock ("reporting persons") to report their initial ownership
of the Company's common stock and any subsequent changes in that ownership to
the Securities and Exchange Commission. Specific due dates have been
established, and the Company is required to disclose in this Item 9 any failure
to file by these dates during 2005.

NetWorth merged with STI effective June 20, 2005. The initial reports of
ownership on Form 3 were subsequently filed late by Dan Jonson and Birgitta
Jonson, his wife, on January 26, 2006 in light of the uncertainty regarding the
resolution of the unauthorized reverse split that was eventually corrected by
filing corrections to NetWorth's certificate of incorporation in November 2005
and execution by NetWorth of a release agreement in January 2006 to allow
warrants to be issued to the former STI shareholders so that they could own 90%
of NetWorth's issued and outstanding shares of common stock as provided in the
merger agreement between NetWorth and STI.

Messrs. Joffe, Gigliotti, White and Van Etten were late in filing Form 4s for
transactions that occurred on October 15, 2005.

In making this disclosure, the Company has relied on written representations of
reporting persons and filings made with the Commission.

Item 10.  Executive Compensation

The following table sets forth the compensation awarded by NetWorth for the
fiscal years ended December 31, 2003, 2004 and 2005 to its named executive
officers.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                 Annual Compensation        Long-Term Compensation
                                                 ---------------------      -----------------------
                                                                                       Restricted
                                                                                       Stock          Securities
        Name and                                                            Other      Awards; LTIP   Underlying
       All Other
   Principal Position                       Year     Salary      Bonus      Annual     Payouts        Options/ SARs
     Compensation
   ------------------                       ----     ------      -----      ------     -------        -------------
<S>              <C>                        <C>            <C>     <C>          <C>         <C>        <C>
Anthony Q. Joffe (1)                        2005         -0-      -0-          -0-         -0-                -0-

L. Joshua Eikov (2)                         2004     $82,000      -0-          -0-         -0-                -0-

William O. White (3)                        2003     $49,200      -0-       10,157         -0-                -0-
</TABLE>

(1)   Mr. Joffe assumed the role of President and Chief Financial Officer of
      NetWorth upon Mr. Eikov's resignation in March 2005.
(2)   Mr. Eikov assumed the duties of Chief Financial Officer beginning in
      February 2005 and resigned in March 2005.
(3)   Mr. White resigned from the NetWorth Board of Directors on February 21,
      2006.

                                      -24-
<PAGE>

No officer received perquisites which are in the aggregate, greater than or
equal to the lesser of $50,000 or 10% of such officer's annual salary and bonus.

Other compensation consists of the cost of health insurance provided by
NetWorth.

Mr. White served as President of the predecessor company to NetWorth, PC Xperts,
until the reorganization of that company in August 2004.

There were no option grants to any of NetWorth's named executive officers during
the fiscal year ended December 31, 2005 and 2004, and no options were exercised
by any named executive officers during the fiscal year ended December 31, 2005
and 2004.

                           NEW DIRECTORS AND OFFICERS

Under the terms of the merger agreement and not less than ten days after Form
14f-1 is sent to NetWorth's shareholders in compliance with Section 14(f) of the
Securities Exchange, Messrs. Joffe, Gigliotti, and Van Etten will resign their
positions as directors of NetWorth. Thereafter, Messrs. Jonson, Knise, Shor and
Spaeth will be appointed to NetWorth's board of directors and have consented to
serve in such capacities.

Dan L. Jonson is the President and Chief Executive Officer of STI and a member
of its Board of Directors and has been serving in those capacities since 1997,
when the company became operational. Prior to launching STI, Mr. Jonson served
between 1987 and 1996 as Senior Vice President of Strategic Business Development
of Avemco Corporation, a publicly traded niche insurance group specializing in
aviation, marine, and collateral protection for banks and the WINS software for
the property and casualty insurance market through its fully owned subsidiary,
The Wheatley Group Ltd. Between 1980 and 1987, Mr. Jonson served as Vice
President of Underwriting of Avemco Insurance Company. Mr. Jonson's expertise in
the insurance and reinsurance industry was developed over more than thirty years
in various industry positions, with the Skandia Group in Stockholm, Sweden,
Extended Reinsurance Group in New York and the Avemco Group based in Frederick,
Maryland. Mr. Jonson also gained experience in underwriting at Skandia Group
where he was responsible for underwriting, marketing and business development
for the North American, Far East and Pacific Rim markets.

Dan F. Knise is currently President and CEO of Ames & Gough, an insurance
brokerage and risk management consulting firm specializing in professional
liability insurance for architects and engineers, contractors, law firms and
managed care firms. Prior to joining Ames & Gough in 2005, Mr. Knise was working
with an investment/consulting group to form new insurance entities. Among the
insurance entities he formed was Restaurant Insurance Corp., a reinsurance
company and underwriting manager, and consulting services for Palmer & Cay (now
Wachovia Palmer & Cay). From 1998-2002, Mr. Knise lead the region-wide effort to
win the right to host the 2012 Olympic and Paralympic Games in Washington, DC,
Virginia, and Maryland. Prior to that he held various senior management
positions for Marsh & McLennan and its predecessor firm, Johnson & Higgins.
Previously, Mr. Knise also had senior executive roles for SJ Groves & Sons, a
Minneapolis-based general contractor and for the Associated General Contractors
of America in Washington, DC.

Michael B. Shor is a member of the STI board of directors and has been serving
in that capacity since June 2004. Michael B. Shor has over 24 years of executive
and sales experience in the insurance, banking, and the investment industries.
Since November 2005, Mr. Shor has served as Managing Partner of Global
Integrated Solutions, Ltd., an international commodity trading company. Mr. Shor
served as Business Development Officer and Relationship Manager at SunTrust
Corporation from July 2003 through November 2005. Immediately prior to joining
SunTrust, Mr. Shor was serving as a Senior Vice President at Morgan Stanley from
July 1999 until June 2003. He has also held Senior Vice President positions at
First Union Securities and Wheat First Butcher and Singer. Active in the venture
capital community for the past ten years, Mr. Shor has helped numerous private
and public companies develop strategies for recognizing and achieving their
goals. Among some of his other achievements, Mr. Shor is the founder of The
Virginia Baseball Club, which has been working to bring Major League Baseball to
Northern Virginia for over a decade. He has also served on the boards or
Executive Committees of the Northern Virginia Technology Council, National
Diabetes Foundation, Nation Leukemia Foundation, and the Northern Virginia
American Lung Association.

                                      -25-
<PAGE>

Mark Spaeth is a member of the STI board of directors and has served in this
capacity since 2002 and has served as Senior Vice President of Technology of STI
since May 2005. Prior to joining STI, Mr. Spaeth had been serving as Chief
Strategy Officer for Technium, Inc., a Chicago based software consulting firm
for the last five years where he lead the company to develop packaged services
through the implementation of robust delivery methodologies. During the last 18
years, Mr. Spaeth has worked primarily in technology based roles, including
Chief Technology Officer and Software Architect across a wide variety of
industries including manufacturing, healthcare, finance and insurance.

Michael Pollack will be the Chief Financial Officer of NetWorth following
Messrs. Jonson, Knise, Shor and Spaeth being appointed to NetWorth's Board of
Directors. Since April 2005, Mr. Pollack has been providing accounting services
through his own company, Michael Pollack CPA. Prior to April 2005, Mr. Pollack
was a partner at Bagell Josephs & Company, LLC, the independent accounting firm
where he was the partner in charge of the STI account. Mr. Pollack is a graduate
from the University of Maryland with a Bachelor of Arts in Economics. Mr.
Pollack is a member of the American Institute of Certified Public Accountants.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

Beneficial Owners

As of April 10, 2006, other than the directors and executive officers, to our
knowledge no person owned beneficially more than 5% of our common stock.

Directors and Executive Officers

The following table shows the amount of our capital stock beneficially owned by
the directors and executive officers named in the Summary Compensation Table
above and by all directors and executive officers as a group as of April 10,
2006. Unless otherwise indicated, beneficial ownership is direct and the person
indicated has sole voting and investment power. As of April 10, 2006, we had
340,317,160 shares of common stock outstanding.

The following table sets forth, as of April 10, 2006, the stock ownership of all
persons known to own beneficially more than 5% of NetWorth's common stock voting
stock and all directors and officers of NetWorth, individually and as a group.
Each person has sole voting and investment power over the shares indicated,
except as noted. Unless otherwise stated in the notes to the table, each person
named below has sole authority to vote and dispose of the shares shown. Under
Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended, in
calculating percentage ownership, each person named below is deemed to
beneficially own securities that such person has the right to acquire within 60
days through the exercise of any option or warrant or through the conversion of
any security. Shares of common stock subject to options or warrants currently
exercisable or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrant, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

<TABLE>
<CAPTION>
--------------------------------------------------- ---------------------------------------------- ----------------------
                 NAME AND ADDRESS                     AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP     PERCENTAGE OF CLASS
               OF BENEFICIAL OWNER
--------------------------------------------------- ---------------------------------------------- ----------------------
<S>                                                                <C>        <C>                          <C>
Dan L. Jonson                                                      53,123,340 (1)                          16.3%
5210 Chairmans Court, Suite 3
Frederick, MD  21703
--------------------------------------------------- ---------------------------------------------- ----------------------
Subhash Bhatia
5210 Chairmans Court, Suite 3                                      23,833,737 (2)                          7.3%
Frederick, MD  21703
--------------------------------------------------- ---------------------------------------------- ----------------------
Anthony Q. Joffe
101 Southwest 11th Avenue                                          17,231,010                              5.3%
Boca Raton, FL  33486
--------------------------------------------------- ---------------------------------------------- ----------------------
Lawrence R. Van Etten
1601 North 15th Terrace                                            15,985,650                              4.9%
Hollywood, FL  33020
--------------------------------------------------- ---------------------------------------------- ----------------------
Robert S. Gigliotti
901 Wilshire Drive, Suite 400                                      13,197,500                              4.0%
Troy, MI  48084
--------------------------------------------------- ---------------------------------------------- ----------------------
William O. White
8613 Windy Circle                                                  12,962,940                              3.9%
Boynton Beach, Florida  33437
--------------------------------------------------- ---------------------------------------------- ----------------------
All directors and executive officers as a group                    46,414,160                              18.3%
(4 persons)
--------------------------------------------------- ---------------------------------------------- ----------------------
</TABLE>

                                      -26-
<PAGE>

(1) Includes 36,707,304 shares of NetWorth common stock and warrants that
automatically convert into 159,175 shares of NetWorth common stock under the
release agreement and includes 16,243,278 shares owned by Mr. Jonson's wife,
Birgitta Jonson, and warrants that automatically convert into 13,583 shares of
NetWorth common stock under the release agreement.

(2) Includes 23,812,717 shares of NetWorth common stock and warrants that
automatically convert into 21,020 shares of NetWorth common stock under the
release agreement.

Item 12.  Certain Relationships and Related Transactions.

Not applicable.

Item 13.  Exhibits.


<TABLE>
<CAPTION>
Exhibit No.     Description                                                Location
<S>             <C>                                                        <C>
3.1             Articles of Amendment to the Articles of Incorporation     Incorporated by reference to Exhibit 3.1 to the
                                                                           Registrant's Current Report on Form 8-K filed
                                                                           on April 11, 2006 .

3.2             By-Laws                                                    Incorporated by reference to Exhibit 3.2 to the
                                                                           Registrant's Current Report on Form 8-K filed
                                                                           on April 11, 2006.

3.3             Certificate of Renewal and Revival of Charter dated        Incorporated by reference to Exhibit 3.3 to the
                August 13, 2001                                            Registrant's Current Report on Form 8-K filed
                                                                           on April 11, 2006

10.1            Secured Convertible Debenture dated April 4, 2006          Incorporated by reference to Exhibit 10.1 to
                between Cornell Capital and the Company                    the Registrant's Current Report on Form 8-K
                                                                           filed on April 11, 2006

10.2            Termination Agreement dated April 4, 2006 between          Incorporated by reference to Exhibit 10.2 to
                Cornell Capital and the Company                            the Registrant's Current Report on Form 8-K
                                                                           filed on April 11, 2006

10.3            Second Amended and Restated Secured Convertible            Incorporated by reference to Exhibit 10.3 to
                Debenture dated April 4, 2006 between Cornell Capital      the Registrant's Current Report on Form 8-K
                and the Company                                            filed on April 11, 2006

10.4            Amended and Restated Investor Registration Rights          Incorporated by reference to Exhibit 10.4 to
                Agreement dated April 4, 2006 between Cornell Capital      the Registrant's Current Report on Form 8-K
                and the Company                                            filed on April 11, 2006
</TABLE>



                                      -27-
<PAGE>

<TABLE>
<CAPTION>
Exhibit No.     Description                                                Location
<S>             <C>                                                        <C>

10.5            Amended and Restated Security Agreement dated April 4,     Incorporated by reference to Exhibit 10.5 to
                2006 among Cornell Capital, Montgomery Equity Partners     the Registrant's Current Report on Form 8-K
                and the Company                                            filed on April 11, 2006

10.6            Amended and Restated Pledge and Escrow Agreement dated     Incorporated by reference to Exhibit 10.6 to
                April 4, 2006 among Cornell Capital, Montgomery, Dan L.    the Registrant's Current Report on Form 8-K
                Jonson and David Gonzales, Esq.                            filed on April 11, 2006

10.7            Irrevocable Transfer Agent Instructions Agreement dated    Incorporated by reference to Exhibit 10.7 to
                April 4, 2006 among Olde Monmouth Stock Transfer           the Registrant's Current Report on Form 8-K
                Company, Cornell Capital and David Gonzales, Esq.          filed on April 11, 2006

10.8            Warrant dated April 4, 2006 between Montgomery and the     Incorporated by reference to Exhibit 10.8 to
                Company                                                    the Registrant's Current Report on Form 8-K
                                                                           filed on April 11, 2006

10.9            Securities Purchase Agreement dated April 4, 2006          Incorporated by reference to Exhibit 10.9 to
                between Cornell Capital and the Company                    the Registrant's Current Report on Form 8-K
                                                                           filed on April 11, 2006

10.10           Second Amended and Restated Subsidiary Security            Incorporated by reference to Exhibit 10.10 to
                Agreement dated April 4, 2006 between Cornell Capital      the Registrant's Current Report on Form 8-K
                and Solution Technology International                      filed on April 11, 2006

10.11           Amended and Restated Guaranty dated April 4, 2006          Incorporated by reference to Exhibit 10.11 to
                between Cornell Capital and Solution Technology            the Registrant's Current Report on Form 8-K
                International                                              filed on April 11, 2006

21              Subsidiaries of NetWorth Technologies, Inc.                Provided herewith

21.1            Subsidiaries of Registrant                                 Provided herewith

31.1            Certification by Anthony Q. Joffe, Chief Executive         Provided herewith
                Officer and Chief Financial Officer pursuant to Rule
                13a-14(a)

31.2            Certification by Anthony Q. Joffe, Chief Financial         Provided herewith
                Officer, pursuant to Rule 13a-14(a)

32.1            Certification by Anthony Q. Joffe pursuant to 18 U.S.C.    Provided herewith
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002**
</TABLE>

** These certifications are not deemed filed by the SEC and are not to be
incorporated by reference in any filing of the Registrant under the Securities
Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general
incorporation language in any filings.

                                      -28-
<PAGE>

Item 14.  Principal Accountant Fees and Services.

      During the fiscal years ended December 31, 2005 and 2004, the aggregate
fees billed by Wheeler Herman Hopkins & Lagore LLP.

--------------------------------------------------------------------------------
                                          2005                2004
--------------------------------------------------------------------------------
Audit Fees                             $60,622.23               $
--------------------------------------------------------------------------------
Audit Related Fees                          $               $12,116
--------------------------------------------------------------------------------
Tax Fees                                    $               $ 4,000
--------------------------------------------------------------------------------
All Other Fees                              $                   $
--------------------------------------------------------------------------------

      Audit Fees. Consists of fees billed for professional services rendered for
the audit of our annual consolidated financial statements and review of the
quarterly consolidated financial statements and services that are normally
provided by Wheeler Herman Hopkins & Lagore, P.A., in connection with statutory
and regulatory filings or engagements.

      Audit-Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of our consolidated financial statements and are not reported under "Audit
Fees."

      Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning.

      All Other Fees. Consists of fees for products and services other than the
services reported above.




                                      -29-
<PAGE>

                                   SIGNATURES

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

                                         NETWORTH TECHNOLOGIES, INC.



                                         By       /s/ Anthony Q. Joffe
                                                  ------------------------------
                                         Name:    Anthony Q. Joffe
                                         Title:   President

                                         Date:    May 30, 2006



      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                       TITLE                                   DATE
---------                       -----                                   ----
<S>                             <C>                                     <C>
/s/ Anthony Q. Joffe            President                               May 30, 2006
---------------------------     Principal Executive Officer and
Anthony Q. Joffe                Director, Principal Financial Officer


/s/ Robert S. Gigliotti         Director                                May 30, 2006
---------------------------
Robert S. Gigliotti


/s/ Lawrence R. Van Etten       Director                                May 30, 2006
---------------------------
Lawrence R. Van Etten
</TABLE>






                                      -30-