SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                           COMMISSION FILE NO. 0-27842

                           NETWORTH TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>
<S>                                                                           <C>
                             DELAWARE                                         54-1778587
                             --------                                         ----------
                   (State or Other Jurisdiction                 (I.R.S. Employer Identification Number)
                of Incorporation or Organization)

                6499 N.W. 9TH AVENUE, SUITE 304,
                     FORT LAUDERDALE, FLORIDA                                    33309
                     ------------------------                                    -----
             (Address of Principal Executive Offices)                         (Zip Code)

Securities registered under Section 12(b) of the Exchange Act:      COMMON STOCK, $0.0001 PAR VALUE
                                                                    -------------------------------

Securities Registered Under section 12(g) of the Act:                            NONE
                                                                                 ----
</TABLE>


         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 files in response to Item
405 of  Regulation  S-B  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. [X]

         State  Registrant's  revenues  for its most  recent  fiscal  year ended
December 31, 2004 were: $939,607.

         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common  equity,  was
2,649,817.

         There were 14,721,204  shares of Issuer's  common stock  outstanding on
MARCH 14, 2005.

         Documents incorporated by reference:               NONE.

         Transitional Small Business Disclosure Format:     [ ] YES    [X] NO

<PAGE>

                           NETWORTH TECHNOLOGIES, INC.
                   FISCAL YEAR 2004 FORM 10-KSB ANNUAL REPORT

                                      INDEX

PART I   ......................................................................1
         ITEM 1.  DESCRIPTION OF BUSINESS......................................1
         ITEM 2.  DESCRIPTION OF PROPERTY......................................5
         ITEM 3.  LEGAL PROCEEDINGS............................................5
         ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS............5

PART II........................................................................6
         ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                    MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
                    SECURITIES.................................................6
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...17
         ITEM 7.  FINANCIAL STATEMENTS........................................21
         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                    ACCOUNTING AND FINANCIAL DISCLOSURE.......................21
         ITEM 8A. CONTROLS AND PROCEDURES.....................................21
         ITEM 8B. OTHER INFORMATION...........................................22

PART III .....................................................................23
         ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........23
         ITEM 10. EXECUTIVE COMPENSATION......................................25
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                    OWNERS AND MANAGEMENT.....................................26
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............27
         ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K............................28
         ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES......................30
SIGNATURES....................................................................32
EXHIBIT 23.1...................................................................1
EXHIBIT 31.1...................................................................1
EXHIBIT 32.1...................................................................1



                                       i

<PAGE>

                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

         BUSINESS DEVELOPMENT

         NetWorth  Technologies  is  an  information   technology  company  that
provides  services and  products to small to mid-size  companies in the areas of
business intelligence,  networking,  information technology  outsourcing,  asset
management and security and auditing.  During the periods after March 1999 until
August 20,  2004,  we had no  day-to-day  business  operations  other than those
pertaining  to the  maintenance  of our  corporate  existence  and the filing of
reports required by the SEC.

         On August  20,  2004,  after  the  close of  business,  we  executed  a
definitive  Reorganization  Agreement  with  NetWorth  Systems,  Inc.  a Florida
corporation  engaged in the business of providing IT management  and IT auditing
services.  Pursuant to the terms of the agreement, we acquired all of the issued
and outstanding shares of common stock of NetWorth systems, Inc. in exchange for
the issuance of  75,000,002  (7,500,000  shares post split) shares of our common
stock,  which  previously  represented  approximately  60%  of  our  issued  and
outstanding  shares of common stock.  Fifteen million shares  (1,500,000  shares
post split),  or 20% of the total shares above, are being held in escrow for the
discharge of any undisclosed  liabilities or other  violations of the agreement.
This  stock  was  reissued  from the  escrow  agent to the old  shareholders  of
NetWorth Systems, Inc. after completion of the audit of the financial statements
for the year ending  December 31, 2004.  The agreement  also  contained a clause
about the future  earnings of the  company.  If net income  before taxes for the
year ended December 31, 2005 meets or exceeds $250,000 then additional shares of
common  stock will be issued to the old NetWorth  shareholders  in order to give
them a total of 80% of the then outstanding shares of NetWorth Technologies.  If
this goal is not met,  the  number  of  additional  shares to be issued  will be
adjusted  in direct  proportion  to the  percentage  of net  income  before  tax
actually  earned.  The  minimum  net  income  before  tax that must be earned is
$125,000.

         On October 18, 2004, our board of directors authorized declaration of a
1 for 10 common stock split.  Per share and weighted  average share amounts have
been retroactively restated in the accompanying financial statements and related
notes to reflect this split.  On August 20, 2004,  Colmena Corp.  consummated an
agreement with NetWorth Systems, Inc., a Florida corporation,  pursuant to which
NetWorth Systems,  Inc. exchanged 100% of the then issued and outstanding shares
of  common  stock  for  75,000,002  shares  (7,500,000  shares  post  split)  or
approximately  60% of the outstanding  common stock of Colmena Corp. As a result
of the  agreement,  the  transaction  was treated for  accounting  purposes as a
capital transaction and recapitalization by the accounting  acquirer,  (NetWorth
Systems,  Inc.) Fifteen million shares (1,500,000 shares post split), 20% of the
total  shares  above,  are  being  held  in  escrow  for  the  discharge  of any
undisclosed  liabilities  associated with NetWorth Systems, Inc. This stock will
be reissued  from the escrow  agent to the old  shareholders  of NetWorth  after
completion of the audit of the financial statements for the year ending December
31, 2004. The agreement also contained a clause about the future earnings of the
company.  If net income before taxes for the year ended  December 31, 2005 meets
or exceeds $250,000 then additional shares of common stock will be issued to the
old  NetWorth  shareholders  in  order  to give  them a total of 80% of the then
outstanding shares of Colmena. If this goal is not met, the number of additional
shares to be issued will be adjusted in direct  proportion to the  percentage of
net income  before tax actually  earned.  The minimum net income before tax that
must be earned is $125,000.

         BUSINESS AND OPERATING SEGMENTS

         NetWorth  Technologies is a technology  consulting  company that offers
its customers consulting services and systems management software.  Our business
is structured around five operating segments which include outsourcing,  systems
security,  business  technology  management,  business  intelligence and product
development.

         OUTSOURCING

         NetWorth  supplies to its  clients  outsourced  information  technology
("IT")  services  that include  everything  from  helpdesk  services to managing
entire IT  departments.  Our services  are  provided on a contract  basis to the
client  on a block  of time  that  the  client  purchases  on an  annual  basis.
Currently,  our service  rates range from $90 to $125 per hour which we discount
for large amounts of time. We also contract with  companies on a direct basis at
a flat rate per month to supply  personnel to meet their needs.  These contracts
are usually for network  administration  and help desk activities and are annual
agreements that roll-over from year to year.


                                       1
<PAGE>

         SYSTEMS SECURITY AND ASSET MANAGEMENT

         NetWorth  provides a variety of related services in the area of systems
security and asset  management.  We help maximize  access to  information  while
protecting  company assets and  information.  Our consultants have the necessary
training  and  experience,   and  stay  abreast  of  the  latest   technological
advancements. The NetWorth team of consultants works closely with each client to
ensure that newly implemented security measures and programs are consistent with
computer usage policies and company priorities.

         BUSINESS TECHNOLOGY MANAGEMENT

         Business  technology  management  is a term  for a  group  of  services
intended  to help  businesses  that  might  not have  their  own IT  department.
Business  technology   management  can  include  technology  planning,   project
management,  support, database services,  disaster recovery,  network management
and network security. We supply some or all of these services to our clients for
various rates and lengths of time.

         BUSINESS INTELLIGENCE

         NetWorth's  Business  Intelligence,  accounting and financial solutions
division  focuses on the financial  systems that help our clients  capitalize on
their bottom line. A businesses  financial  system is the core of its  existence
and to that end  NetWorth  is  sensitive  to the  needs of our  customers  on an
individual basis. We charge our customers for the installation and customization
of the application.  Each engagement is unique to the client and the charges are
according  to  what  they  have  purchased  and  the  time  involvement  in each
engagement.

         PRODUCTS

         CTONOW! RELIABILITY EDGE PROGRAM

         In early 2005 we  announced  the release of our new  software  platform
called The CTONow!  Reliability  Edge  Managed  Software  platform.  The CTONow!
Reliability   Edge  software  is  tailored  to  address  the   requirements  and
initiatives   of  new   regulations   such  as   Sarbanes-Oxley   Section   404,
Gramm-Leach-Bliley  Act. NetWorth's CTONow!  Reliability Edge solutions provides
an ongoing  evaluation  of the  client's  software  across  multiple  regulatory
initiatives. We are already marketing this software and the full release will be
complete by third  quarter  2005.  It will cost us  approximately  $1.2  million
dollars to finish and launch the product properly.

         NetWorth   Systems   CTONow!   Reliability   Edge   solutions   provide
organizations  with  the  ability  to  proactively  audit,   assess  and  secure
multi-platform  technology environments from internal and external attacks. This
software  suite helps IT  professionals  properly  configure  and protect  their
operating environments,  avoid unplanned downtime and realize desired returns on
IT  investments.   The  software  suite  also  provides  in-depth  auditing  and
reporting,  as well as automating many tasks that are currently done by hand and
allows administrators to efficiently and securely manage the IT environment.

         We sell this  software as a managed  service and each  customer  gets a
unique  installation  that is custom tailored to them. This product is brand-new
and we have not sold any  installations  to customers yet. We have organized the
revenue  model  around a  subscription  based model and expect to sell it to our
customers on that basis.

         A  typical  engagement  would  include  a series  of  executive  and IT
personnel  interviews  to  establish a proper  criterion  for our software to be
written  against.  These  facts are based upon the way each  individual  company
conducts their business and the policies they maintain around their information.
Once the interviews are final our consultants  take the information and create a
program  for that  client  which  establishes  the  reporting  for  that  client
organization.  The reporting is done to measure certain activities on the client
companies networks and all of the information  technology assets on that network
including hardware and software.

         This type of  reporting  helps  organizations  in the  development  and
distribution  and training of their security  policies,  then easily deploy them
across the  enterprise.  Tailored  policies  can manage and  control  activities
ranging from assessing business  continuity  procedures to deploying or patching
servers  and  workstations.  It  also  can  assist  companies  in  auditing  for
compliance.


                                       2
<PAGE>

         SERVICES

         Historically,  our services have ranged from providing customers with a
single  consultant  to  multi-personnel  full-scale  projects.  We provide these
services to our customers  primarily on a time and materials  basis and pursuant
to agreements,  which are terminable upon relatively short notice.  Our services
typically cost clients monthly retainers that can range from $2,500 to $10,000 a
month or more  depending  upon  the size of the  client  and the  nature  of the
engagement.  Most of our engagements last for a period of one year and roll-over
on their anniversary.

         PROFESSIONAL CONSULTING SERVICES

         We  provide  review  and  implementation  services  for the  underlying
infrastructure of our client's IT operations,  with a view to reducing costs and
improving services to the enterprise and end-user.  Our extensive knowledge base
and  highly  trained  and  experienced  staff can  assist  with  design  through
implementation  and  on-going  support  in the  areas of  network  architecture,
infrastructure  integration,  automation  process  control,  operating  systems,
database  administration,  and system stress testing.  Our  consultants  provide
services  in  accounting  and  financial  systems,   warehouse  management,  and
integration,  as well as corporate  email and  information  systems.  We provide
these services to our small and medium sized customers.

         BUSINESS PROCESS OUTSOURCING

         Business process  outsourcing  involves clients  contracting with us to
perform  functions  that  support  their  business,   but  are  not  their  core
competency.  These functions,  commonly called "back-office" processes,  include
services  such  as  assistance  with  generating  payroll,  accounts  receivable
management,  payment  processing,   logistics,  data  entry  and  customer  care
services.  Back-office processes are often supported by an extensive information
technology  infrastructure.  By  contracting  with us,  companies hope to reduce
their costs, and concentrate on their core business.

         We  provide a variety of  customized  information  technology  services
designed to specific client requirements. These services include the development
of software we use to meet the processing need of particular  clients. We manage
the software application and retain ownership of the software we develop.

         BUSINESS CONTINUITY

         We offer  round  the  clock,  high-availability  services  -  including
disaster-planning  assistance.  The disaster  recovery  solutions are integrated
into  a  client's  overall  information  technology  infrastructure,   with  the
opportunity to balance information  technology processing between their own data
center  and  dedicated  systems at either of our  production  data  centers.  We
provide a full alternate  office site,  including  desktop  workstations,  phone
systems, and conventional office infrastructure such as fax and copier machines,
networked printers, and conferencing facilities.

         CONSULTING SERVICES

         We  provide  review  and  implementation  services  for the  underlying
infrastructure of a client's information technology  operations,  with a view to
reducing  costs and  improving  services to the  enterprise  and  end-user.  Our
extensive  knowledge  base and highly trained and  experienced  staff can assist
with design through  implementation and on-going support in the areas of network
architecture,  infrastructure integration, automation process control, operating
systems,  database  administration,  and  system  stress  testing.  Our  skilled
consultants  provide  services in accounting  and financial  systems,  warehouse
management, and integration, as well as corporate email and information systems.

         COMPUTER SECURITY AND RISK MANAGEMENT

         NetWorth  provides a variety of  related  services  in the area of data
discovery.   While  many  of  those  services  are  forensic  we  specialize  in
preventative  measures that can safeguard  against  costly  litigation.  We help
maximize  information  access while  protecting  company assets and information.
There are a number of ways in which businesses,  regardless of size or industry,
can reduce the risks inherent to technology.  NetWorth's  employees work closely
with each client to ensure that newly implemented security measures and programs
are consistent with computer usage policies and company priorities.


                                       3
<PAGE>

         MARKETING AND SALES

         NetWorth's sales and marketing  strategy and its plan to create sources
of revenue has three primary components: (1) Sales of our core business products
and services which include network consulting,  hardware and software sales, (2)
Sales  of our  Reliability  Edge  and (3)  Sales  of our  business  intelligence
products including accounting software.

         We currently target our marketing efforts to a broad range of small and
medium-size  enterprises.  Although we have developed industry specific services
in several industries including financial services,  publishing,  manufacturing,
consumer products, and health care.

         Initial  contact  with a  prospective  customer is made by a variety of
methods, including seminars, mailings, telemarketing,  referrals, and attendance
at industry conventions and trade shows. Our sales representatives and marketing
support staff analyze a prospective  client's  requirements  and prepare service
demonstrations.

         COMPETITION

         We operate in highly  competitive  market.  Our current  and  potential
competitors  include other independent  computer service companies and divisions
of diversified  enterprises,  as well as the internal IT departments of existing
and potential  customers.  Among the most significant of our competitors are IBM
Corporation,  Electronic Data Systems Corporation, Affiliated Computer Services,
Inc., Computer Sciences Corp., and SunGard Data Systems, Inc.

         In general,  the  outsourcing  services  industry is  fragmented,  with
numerous  companies  offering  services in limited  geographic  areas,  vertical
markets,   or  product   categories.   Many  of  our  larger   competitors  have
substantially  greater  financial and other  resources than we do. We compete on
the  basis  of a  number  of  factors,  including  price,  quality  of  service,
technological innovation,  breadth of services offered and responsiveness.  Some
of these factors are beyond our control.

         We cannot be sure that we will be able to compete  successfully against
many of our  competitors  who have  significantly,  more resources and personnel
than we do in the future. If we fail to compete successfully against our current
or future  competitors  with respect to these or other  factors,  our  business,
financial condition,  and results of operations will be materially and adversely
affected.  We are going to attempt to compete on price,  speed to  response  and
quality  customer  service,  but we  have  no  guarantees  that  we can  compete
effectively against our larger  competitors.  However, we have developed a niche
market in providing IT auditing as a result of our methodology of solving client
problems though our Reliability  Edge software program and management feels that
most of our competitive advantage will come though the delivery of this software
program.

         While our  larger  competitors  seek to  outsource  entire  information
technology departments,  we often selectively target core information technology
functions  such as computer  processing and storage  solutions.  In doing so, we
believe we will  position  ourselves  as a partner of the  client's  information
technology organization.

         We believe that our services are  particularly  attractive  to mid-tier
companies  that  need  substantial  infrastructure  to  support  their  business
environment,  but are considered  "small" compared to the  multi-billion  dollar
engagements  signed  by  our  largest  competitors.  Many  mid-market  companies
perceive  larger   outsourcers  as  "inflexible"  and  "unresponsive"  to  their
smaller-scale  requirements.  We believe that selective outsourcing enables them
to maintain overall control over their information technology environment, while
benefiting from the scale and efficiency of an outsourcing provider.

         GOVERNMENTAL REGULATION

         We are not aware of any specific government  regulations  governing our
services,  except  piracy laws in effect in relation to the  software we sell to
our customers.

         EMPLOYEES

         We have 12  employees  including 3 executive  officers  and 9 technical
employees. Our technical employees engage in a range of activities from building
computers to designing networks to developing software on our clients behalf.


                                       4
<PAGE>

         REPORTS TO SECURITY HOLDERS

         NetWorth makes news releases, financial and other information available
on it's corporate website at  www.Networthco.com.  There is a direct link to all
of our Securities and Exchange Commissions filings via the EDGAR database on the
corporate  website.  The  company's  annual  reports on Form  10-KSB,  quarterly
reports on form 10-QSB,  current reports on Form 8-K and any amendments to those
reports filed or furnished  pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 are  accessible  from the link  free of charge or by going
directly to http://www.sec.gov/. The public may also read and copy any materials
filed by us with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington,  D.C. 20549.  Information on the operation of the SEC's Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.


ITEM 2.           DESCRIPTION OF PROPERTY

         We do not own any real property.  NetWorth  Technologies  maintains its
corporate offices at 6499 NW 9th Avenue Fort Lauderdale, Florida. These premises
are leased from a non-affiliated person, under a lease that ends March 2008. The
facility of 1,930 square feet has an annual base rent of  approximately  $27,000
which is net of  janitorial  charges.  The lease  contains 5% increases to occur
annually  every March of the lease term.  These  premises  are  adequate for our
plans for the near future and if additional  space is required,  it is available
on acceptable terms.

ITEM 3.           LEGAL PROCEEDINGS

         NetWorth Technologies is not a party to any pending legal proceedings.

ITEM 4.           SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         None.




                                       5
<PAGE>

                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
                  SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

         NetWorth   Technologies'   common   stock   currently   trades  on  the
Over-the-Counter Bulletin Board under the trading symbol "NWRT.OB".

         The following table sets forth the average high and low bid information
for the  common  stock for each  quarter  within  the last two  fiscal  years as
reported by the National Quotation Bureau, and represent interdealer quotations,
without  retail  markup,  markdown or  commission,  and may not be reflective of
actual transactions.

             YEAR 2003                              HIGH BID     LOW BID
             -----------------------------------------------------------
             Quarter Ended March 31, 2003           $0.065      $0.015
             Quarter Ended June 30, 2003            $0.050      $0.015
             Quarter Ended September 30, 2003       $0.020      $0.015
             Quarter Ended December 31, 2003        $0.250      $0.011

             YEAR 2004                              HIGH BID     LOW BID
             -----------------------------------------------------------
             Quarter Ended March 31, 2004           $0.030      $0.010
             Quarter Ended June 30, 2004            $0.014      $0.011
             Quarter Ended September 30, 2004       $0.021      $0.016
             Quarter Ended December 31, 2004         $0.18      $0.006


         HOLDERS OF COMMON STOCK

         As of December 31, 2004, we had  approximately  375 shareholders of our
common  stock  and  14,721,204  shares  of our  common  stock  were  issued  and
outstanding.

         DIVIDENDS

         We  have  not  paid  any  dividends  on  our  common  stock  and do not
anticipate  paying any cash dividends in the  foreseeable  future.  We intend to
retain any earnings to finance the growth of the business.  We cannot assure you
that we will ever pay cash  dividends.  Whether we pay any cash dividends in the
future will depend on the financial  condition,  results of operations and other
factors that the Board of Directors will consider.


                                       6
<PAGE>

<TABLE>
<CAPTION>
         (d)      SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

                                                                                         NUMBER OF SECURITIES
                                                                                          REMAINING AVAILABLE
                                                                                          FOR FUTURE ISSUANCE
                                        NUMBER OF SECURITIES                                 UNDER EQUITY
                                          TO BE ISSUED UPON        WEIGHTED AVERAGE       COMPENSATION PLANS
                                             EXERCISE OF          EXERCISE PRICE OF      (EXCLUDING SECURITIES
                                        OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,        REFLECTED IN
                                         WARRANTS AND RIGHTS     WARRANTS AND RIGHTS          COLUMN (a))
PLAN CATEGORY                                    (a)                     (b)                      (c)
--------------------------------------  --------------------     --------------------    ---------------------
<S>                                            <C>                           <C>                <C>
Equity compensation plans approved by
  security holders                             5,000,000                     (1)                5,000,000
Equity compensation plans not approved
  by equity holders                                    0                     N/A                        0
Total                                          5,000,000                     (1)                5,000,000
</TABLE>

--------
(1)  The exercise price is to be determined by our stock option committee on
     a case-by-case basis.


         RECENT SALES OF UNREGISTERED SECURITIES

         During the last three years ended December 31, 2002,  December 31, 2003
and December 31, 2004,  NetWorth  Technologies  sold the following  unregistered
securities:

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
2002:           COMMON
                STOCK
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
June 13                         36,904  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
June 13                        991,962  Edward C. Dmytryk     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
June 13                        175,212  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
June 13                      1,022,978  Vanessa H. Lindsey    Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
June 13                        873,017  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Deutsche Financial
June 13                      2,500,000  Services              Settlement of Claim            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
June 13                      1,000,000  Prime Source Leasing  Settlement of Claim            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Strategica Services
June 13                      1,039,045  Corp.                 Settlement of Claim            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 6                        53,147  Vanessa H. Lindsey    Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 6                        28,571  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 6                        28,906  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 6                       100,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 21                       52,547  Vanessa H. Lindsey    Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 21                        8,333  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 21                       11,111  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 21                       50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 21                       39,500  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 21                       51,500  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
                                        G. Richard            Services as Board
August 21                       53,000  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 21                       39,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 21                       47,000  Vanessa H. Lindsey    Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 21                       53,000  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 21                       54,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 29                       70,000  Charles J. Champion   Exercise of Warrants           None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 29                       55,058  Charles J. Champion   Exercise of Warrants           None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
September 4                     74,567  Vanessa H. Lindsey    Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
September 4                     13,333  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
September 4                     16,667  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
September 4                     50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 4                     15,500  Vanessa H. Lindsey    Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 4                     17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 4                     18,000  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 4                     13,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 4                     17,000  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
September 4                     17,500  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 4                     10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
October 9                       15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 9                       17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 9                       21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 9                       13,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 9                       17,500  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
October 9                       20,000  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 9                       10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family
October 9                      120,571  Spendthrift Trust     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
October 9                       23,143  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
October 9                       28,571  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
October 9                       50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
November 19                     15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 19                     17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
                                                              Services as Board
November 19                     21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 19                     13,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 19                     17,500  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
November 19                     20,000  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 19                     10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family
November 19                    226,350  Spendthrift Trust     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
November 19                     47,500  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
November 19                     50,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
November 19                     50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
December 6                      15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 6                      17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 6                      21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 6                      13,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 6                      17,000  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
December 6                      20,000  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 6                      10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family
December 6                     153,200  Spendthrift Trust     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 6                      70,000  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 6                     100,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 6                      50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Tucker Family         Conversion of Class
December 23                 52,019,977  Spendthrift Trust     A Bonds                        None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Settlement Agreement
                                        Strategica Services   Anti-dilution
December 23                  6,289,449  Corporation           Provision                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Tucker Family
December 24                 19,381,549  Spendthrift Trust     Conversion of Loans            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
December 31                     16,000  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     18,000  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     22,000  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     13,500  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     17,500  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard Services as Board
December 31                     20,500  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
                                        Lindsey Family
December 31                     53,867  Spendthrift Trust     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 31                     24,333  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 31                     33,333  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 31                     50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------

<CAPTION>
2003:           COMMON
                STOCK
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
January 6                    1,000,000  USA Boating Sales,    Private Placement          $100,000          None        4(2)
                                        inc
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
January 6                    1,000,000  Team National, Inc.   Private Placement          $100,000          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard
January 6                      180,000  Chamberlin            Private Placement           $18,000          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
January 6                       70,000  Roxene Chamberlin     Private Placement            $7,000          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
January 6                      500,000  Daniel J. Dugan       Private Placement           $50,000          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
January 31                      15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
January 31                      17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
January 31                      18,000  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
January 31                      13,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
January 31                      18,000  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
January 31                      17,000  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
January 31                      10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family
January 31                      81,454  Spendthrift Trust     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
January 31                      30,909  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
January 31                      36,363  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
January 31                      50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
February 12                    300,000  Robert Gigliotti      Private Placement           $30,000          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Tucker Family
February 14                    795,000  Spendthrift Trust     Private Placement           $79,500          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
February 14                      5,000  Tina Dixon-Stokes     Private Placement              $500          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Calvo Family          Conversion of
February 20                  4,856,300  Spendthrift Trust     Preferred Stock                None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Coast to Coast
                                        Financial Group,      Contract for
February 24                    100,000  Inc.                  Consulting Services            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
February 28                     15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
February 28                     17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
February 28                     25,000  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
February 28                     13,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
February 28                     17,500  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
February 28                     22,000  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
February 28                     10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
                                        Lindsey Family
February 28                     25,250  Spendthrift Trust     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
February 28                     18,750  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
February 28                     25,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
February 28                     50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
March 10                         5,000  Tina Dixon-Stokes     Private placement              $500          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
March 20                        90,666  Charles Champion      Exercise of Warrants         $1,813          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
March 31                        15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
March 31                        17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
March 31                        21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
March 31                        13,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
March 31                        17,500  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
March 31                        20,000  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
March 31                        10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family
March 31                        19,800  Spendthrift Trust     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
March 31                        37,750  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
March 31                        25,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
March 31                        50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Tucker Family
April 14                        35,891  Spendthrift Trust     Private Placement            $3,589          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family
April 30                        15,500  Spendthrift Trust     Exercise of Warrants         $1,550          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
April 30                        17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
April 30                        19,000  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
April 30                        13,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
April 30                        17,500  Charles J. Champion   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
April 30                        16,500  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
April 30                        10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family
April 30                        15,466  Spendthrift Trust     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
April 30                        22,222  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
April 30                        22,222  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
April 30                        50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Tucker Family
May 6                          495,000  Spendthrift Trust     Private Placement            $4,950          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
May 31                          15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
May 31                          17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
                                                              Services as Board
May 31                          21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
May 31                          18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
May 31                          16,500  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
May 31                          10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
May 31                          16,800  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
May 31                          32,400  Kevin W. Dornan       Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
May 31                          40,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
May 31                          50,000  Anthony Q. Joffe      Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family
June 30                         15,500  Spendthrift Trust     Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
June 30                         17,500  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
June 30                         21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
June 30                         18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
June 30                         16,500  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
June 30                         10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
June 30                         16,800  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
June 30                         32,400  Kevin W. Dornan       Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
June 30                         40,000  Adam Wasserman        Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
June 30                         50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Tucker Family
July 3                         445,000  Spendthrift Trust     Private Placement           $44,500          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Blue Lake Capital
July 3                         105,000  Corp.                 Private Placement           $10,500          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Tucker Family
July 31                        110,000  Spendthrift Trust     Private Placement           $11,000          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
July 31                         15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
July 31                         17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
July 31                         21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
July 31                         18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        G. Richard            Services as Board
July 31                         16,500  Chamberlain           Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
July 31                         10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
July 31                         49,334  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
July 31                         66,667  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
July 31                         50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
                                        GE Commercial
                                        Distribution          Conversion of Class
August 11                    4,000,000  Financial Corp.       A Bonds                        None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
August 31                       15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 31                       17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 31                       21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 31                       18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 31                       10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 31                       40,000  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 31                       66,667  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 31                       50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Edith Shugarman
September 26                 2,500,000  Family Trust          Private Placement           $25,000          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
September 30                    15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 30                    17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 30                    21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 30                    18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 30                    10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
September 30                    17,455  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
September 30                    36,364  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
September 30                    50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
October 31                      15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 31                      17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 31                      21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 31                      18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 31                      10,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
October 31                      35,200  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
October 31                      40,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
October 31                      50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
November 30                     15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 30                     17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 30                     21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 30                     18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 30                     10,000  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       13
<PAGE>

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
November 30                     24,000  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
November 30                     40,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
November 30                     50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
December 31                     15,500  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     10,000  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 31                     30,000  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 31                     50,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 31                     50,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------

<CAPTION>
2004:           COMMON
                STOCK
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
April 30                        20,500  Lindsey Family        Services as Board              None          None        4(2)
                                        Spendthrift Trust     Member
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
April 30                        42,000  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
April 30                        70,000  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
April 30                        62,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
April 30                        71,500  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
April 30                       200,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
April 30                       200,000  Anthony Q. Joffe      Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Edith Shugarman
August 10                    1,500,000  Family Trust          Private Placement           $15,000          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Lindsey Family        Services as Board
August 20                      142,000  Spendthrift Trust     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 20                      177,000  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 20                      155,000  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 20                       46,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 20                       27,500  Edward C. Dmytryk     Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 20                      230,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 20                       51,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 20                       45,500  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 20                      175,000  Kevin W. Dornan       Services as Counsel            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 20                      200,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 20                      200,000  Adam Wasserman        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                   12,962,935  L. Joshua Eikov       Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       14
<PAGE>

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
                                                              Pursuant to
                                                              Reorganization
August 20                   12,962,935  Benjamin Filippelli   Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                   12,962,935  Daniel White          Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                   12,962,935  William White         Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                    2,472,619  April Green           Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                      686,839  Jeff Klein            Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                      686,839  Irwin Newman          Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                      457,893  Ken Pollock           Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Sales & Marketing     Pursuant to
                                        Group of South        Reorganization
August 20                    1,879,713  Florida               Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                      686,839  Ed Beddow             Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                      274,735  David Van Vort        Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                      274,735  Jason Cooper          Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                      686,839  John Won              Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                       13,737  Dan Trombly           Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Pursuant to
                                                              Reorganization
August 20                       27,474  Chris Fox             Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                        Jeff Klein, Escrow    Pursuant to
                                        Agent for NetWorth    Reorganization
August 20                   15,000,000  Systems               Agreement                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as
                                                              Consultant for due
August 23                    2,000,000  Anthony Q. Joffe      diligence                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as
                                                              Consultant for due
August 23                      500,000  Robert S. Gigliotti   diligence                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as
                                                              Consultant for due
August 23                    2,000,000  Lawrence R. VanEtten  diligence                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as
                                                              Consultant for due
August 23                    2,000,000  L. Joshua Eikov       diligence                      None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 31                       17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 31                       21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 31                       18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                            AMOUNT OF
                            SECURITIES                        NATURE OF                             UNDERWRITING   EXEMPTION
                TITLE OF     (NUMBER                          CONSIDERATION (SEE       AMOUNT OF     DISCOUNTS &     RELIED
DATE            SECURITIES  OF SHARES)  PRINCIPAL SUBSCRIBER  NOTES BELOW CHART)     CONSIDERATION  COMMISSIONS      UPON
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
<S>             <C>          <C>        <C>                   <C>                            <C>           <C>         <C>
                                                              Services as Board
August 31                       15,000  L. Joshua Eikov       Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
August 31                       15,000  William White         Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
August 31                       15,000  April J. Green        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 30                    17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 30                    21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 30                    18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 30                    15,000  L. Joshua Eikov       Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
September 30                    15,000  William White         Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
September 30                    15,000  April J. Green        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 31                      17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 31                      21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 31                      18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 31                      15,000  L. Joshua Eikov       Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
October 31                      15,000  William White         Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
October 31                      15,000  April J. Green        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 30                     17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 30                     21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 30                     18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 30                     15,000  L. Joshua Eikov       Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
November 30                     15,000  William White         Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
November 30                     15,000  April J. Green        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     17,500  Anthony Q. Joffe      Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     21,500  Robert S. Gigliotti   Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     18,000  Lawrence R. VanEtten  Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     15,000  L. Joshua Eikov       Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
                                                              Services as Board
December 31                     15,000  William White         Member                         None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
December 31                     15,000  April J. Green        Services as Officer            None          None        4(2)
--------------- ----------- ----------- --------------------- ---------------------- ------------- ------------- -----------
</TABLE>

                                       16
<PAGE>

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         GENERAL

         The following  discussion  and analysis  should be read in  conjunction
with the  Consolidated  Financial  Statements,  and the Notes  thereto  included
herein.

         FORWARD-LOOKING STATEMENTS

         This Form 10-KSB contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities   Exchange  Act,  as  amended.   Such  statements   include  NetWorth
Technologies'  beliefs,  expectations,  hopes,  goals  and plans  regarding  the
future, including but not limited to statements regarding NetWorth Technologies'
strategy,  competition,  development plans,  financing,  revenue and operations.
Forward-looking  statements  often can be identified by the use of terms such as
"may,"  "will,"  "expect,"  "anticipate,"  "estimate,"  or  "continue,"  or  the
negative  thereof.  Such  forward-looking  statements  speak only as of the date
made. Any forward-looking  statements represent management's best judgment as to
what may occur in the future. However, forward-looking statements are subject to
risks,  uncertainties,  and  important  factors  beyond the  control of NetWorth
Technologies  that could cause  actual  results and events to differ  materially
from historical results of operations and events and those presently anticipated
or projected.  NetWorth  Technologies  disclaims any obligation  subsequently to
revise any  forward-looking  statements to reflect events or circumstances after
the date of such  statement  or to reflect  the  occurrence  of  anticipated  or
unanticipated events.

         GOING CONCERN

         As reflected in the accompanying consolidated financial statements, the
Company  has a net loss of  $735,791,  an  accumulated  deficit of  $619,153,  a
stockholders'  deficiency of $574,055,  a working capital deficiency of $600,383
and used cash in operations of $292,078.  These factors raise  substantial doubt
about its ability to continue as a going concern.  The ability of the Company to
continue as a going  concern is  dependent on the  Company's  ability to further
implement its business plan, raise capital and generate additional revenues. The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

         NetWorth Systems was profitable in fiscal 2003 but incurred significant
losses during the third and fourth quarters of 2004. The losses were primarily a
result of the  reorganization  and the costs  incurred with that  activity.  The
Company's  ability  to  continue  as a going  concern  is  dependent  on ongoing
operations,  bringing the Reliability  Edge software on line to generate revenue
and  be  profitable,   and  obtaining  additional  financing,  and  successfully
acquiring and integrating complimentary businesses. Management will continue its
efforts  in  seeking  new and  additional  contracts,  and is in the  process of
obtaining additional  financing.  However,  there can be no assurance that these
plans will be successful.

         CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         PROPERTY AND EQUIPMENT

         Property  and   equipment   are  stated  at  cost,   less   accumulated
depreciation. Expenditures for maintenance and repairs are charged to expense as
incurred.  Depreciation  is  provided  using the  straight-line  method over the
estimated useful life of three to five years.

         REVENUE RECOGNITION

         The  Company   recognizes  revenue  under  each  contract  as  separate
components  for equipment and service.  The Company  recognizes  each  component
under EIFT 00-21.  The Company  recognizes  revenue  from  services  provided to
customers as the services are provided and earned.  Revenue is recognized on the
sale of computer  equipment  and software  upon  delivery of the  equipment  and
software,  along with  applicable  licenses to  customers.  The Company also has
contracts  with customers for the  maintenance  of their network,  computers and
systems.  These  contracts  are for a set  number  of hours to be used  within a
specified  period of time.  The Company  recognizes  revenue on these hours on a
monthly basis as the maintenance occurs.


                                       17
<PAGE>

         ADVERTISING COSTS AND BARTER TRANSACTION

         Advertising   costs  are  expensed  as  incurred  and  include   barter
transactions.   Revenues  from  barter  transactions,  in  accordance  with  the
provisions of Accounting Principles Board Opinion No. 29 ("APB 29"), "Accounting
for  Non-Monetary   Transactions"   and  EITF  93-11,   "Accounting  for  Barter
Transactions,"  are  recognized  during the  period in which the  advertisements
occur.  Under the provisions of APB 29 and EITF 93-11,  barter  transactions are
recorded at the fair value of the goods or services received. For the year ended
December 31, 2004, the Company  recognized  $174,050 in revenue related to these
barter  transactions,  which was valued  using the  standard  advertising  costs
charged by the third party. There were no barter transaction during 2003.

         Advertising  expense for the years ended December 31, 2004 and 2003 was
$198,904 and $6,122, respectively.

         RESULTS OF  OPERATIONS  FOR THE FISCAL  YEAR ENDED  DECEMBER  31,  2004
         COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2003

         NetWorth Systems was profitable in fiscal 2003 but incurred significant
losses during the third and fourth quarters of 2004. The losses were primarily a
result of the  reorganization  and the costs  incurred with that  activity.  The
Company's  ability  to  continue  as a Going  Concern  is  dependent  on ongoing
operations,  bringing the Reliability  Edge software on line to generate revenue
and  be  profitable,   and  obtaining  additional  financing,  and  successfully
acquiring and integrating complimentary businesses. Management will continue its
efforts  in  seeking  new and  additional  contracts,  and is in the  process of
obtaining additional  financing.  However,  there can be no assurance that these
plans will be successful.

         NetWorth  Technologies  Inc.  (formerly  Colmena Corp) reorganized with
NetWorth  Systems  Inc.  in a  share  for  share  tax-free  exchange  where  the
shareholders  of Colmena Corp  acquired  100% of the shares of NetWorth  Systems
Inc.  in  exchange  for 60% of the  issued and  outstanding  shares of record in
August 2004. As a plan for contingent liability 20% of the shares are being held
in escrow  pending the 2004 audit and will be released upon the direction of the
Board of Directors  subject to their revue.  NetWorth  Systems is also  eligible
under  the  reorganization  for up to 20%  more of the  issued  and  outstanding
shares. If a minimum EBITDA  ("Earnings  Before Interest Taxes  Depreciation and
Amortization") of $125,000 is reached then NetWorth Systems  shareholders  would
receive  10% more of the  issued  and  outstanding  shares  and if and EBITDA of
$250,000 is reached then the NetWorth  Systems  shareholders  would  receive the
full 20% of issued and outstanding.

                  REVENUES

         For the fiscal year ended  December  31, 2004 as compared to the fiscal
year ended  December  31,  2003,  sales rose from  $851,492  to  $939,607.  This
increase of $87,665 was due to the  increase in  offerings  of the  Company.  We
expanded our offerings to include additional network and software offerings.

         Our business sector, IT services is constantly  undergoing  pricing and
competitive  pressures.  We may or may not be successful in selling  services or
goods to new customers in which case our business  would be negatively  impacted
and we could be forced to curtail our operations.  We see the niche markets that
we operate in: accounting,  customer  relations  management and IT management as
ways to counter some of the market effects. It is management's  expectation that
in the business  space that we market to (small and medium sized  business)  our
growth will come from the  specialized  markets that we serve.  Management  also
expects the trend of margins to continue as we move into a more service oriented
business  and away from the selling of hardware  and  increase  the software and
services segments of our business.

                  COST OF GOODS SOLD

         Cost of  goods  sold  for the  fiscal  year  ended  December  31,  2004
increased  from  $398,554 at December 31, 2003 to $507,321 at December 31, 2004.
This increase was due primarily to the increase in systems and software sales.

         The  change  in our  gross  margins  to  primarily  service  orientated
revenues are  attributable to the overall  direction that the business is going.
We intend to move more into the  business of selling  software  and the services
that  surround  that  software  as opposed to selling  hardware.  As a result of
selling  less  hardware  our margins  increased  because  the overall  margin on
services is much higher.  With hardware we  anticipate  margins of 18% or better
versus services where we can exceed margins in the 65% range.


                                       18
<PAGE>

                  GROSS PROFIT

         Gross profit for the fiscal year ended December 31, 2003 decreased over
the prior fiscal year.  This decrease of $20,652 is due to the decrease in sales
of  approximately   $29,000.   In  addition,   our  cost  of  service  increased
approximately $71,000 from hiring new employuees.

                  OPERATING EXPENSES

         Operating  expenses were  $1,044,211 for the fiscal year ended December
31, 2004 as compared to $327,001 in the prior year which means that our expenses
increased by $717,210.  The primary  factors that  contributed  to this $717,210
increase in operating expenses over the prior year are:

         (i) Compensation expenses of $196,301 which increased by $81,183 due to
the  addition of  personnel in NetWorth  Technology,  as well as the  associated
payroll taxes;

         (ii)  Impairment of good will of $71,343 from our acquisition of HCS in
2002; and

         (iii) Stock issued for  services of $232,867  related to legal fees and
consultants.

         The  majority  of other  income  and  expenses  consisted  of  interest
expense.  This  increase was  primarily due to the increase in our notes payable
and the  amortization  of notes  payable  discount.  In addition,  we recorded a
settlement with Brilliant Computers which resulted in a loss of $51,203.

                  NET LOSS

         We had a net loss of $735,791  for the fiscal year ended  December  31,
2004,  which was an increase in our net loss when  compared to our net income of
$121,514.  The increase in net loss was due to the higher  operating costs noted
above and the decrease in gross profit.

         LIQUIDITY AND CAPITAL RESOURCES

         In  November  and  December  2004 we  issued  a total  of  $400,000  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.
The convertible  debentures are secured by all of our assets. As of December 31,
2004 we had received net proceeds of $295,333.  We recorded  Deferred  Financing
costs of $93,010  associated  with the issuance of the  debenture.  The Deferred
financing costs are being amortized over the term of the convertible debentures.
We  recorded  amortization  expense of $12,574 for the year ended  December  31,
2004. The beneficial conversion feature of the convertible debenture resulted in
the  Company  recording  a deferred  charge of  $80,702.  These  costs are being
amortized  over  the  term of the  convertible  debenture.  For the  year  ended
December 31, 2004 we recorded amortization of $10,910.

         Management has  investigated  other sources of capital in the brokerage
and  private  investor  communities,  however  at this  time  there  aren't  any
transactions contemplated.  It is estimated that our company will need a minimum
of $1 million dollars raised to continue operations. There aren't any guarantees
that management will be successful in meeting this capital need.

         We have an outstanding loan to one of our Directors William O. White in
the amount of $97,700 that was carried over in the  reorganization.  The Company
makes  payments  towards the  balance of this loan on a monthly  basis and it is
figured into the cash flows of the company. We also did a private placement with
the Edith  Sugarman  Trust on August 10, 2004 for $15,000 in which the  investor
received 1,500,000 shares of our common stock.

         As of December  31,  2004,  we had $9,598 cash to meet our  outstanding
obligations.  During the reporting  period and prior,  we financed our operating
activities  through sales of our products and services;  loans and advances from
certain  shareholders and directors;  and from sales of securities under private
placement agreements.


                                       19
<PAGE>

         At December 31, 2004, we had a total stockholders' deficit of $574,055,
which included an  accumulated  deficit of $916,153.  Our future  operations and
growth are  dependent  on our  ability to raise  capital  for  expansion  and to
implement our strategic plan.

         For the year ended  December  31,  2004,  cash used in  operations  was
primarily  attributable  to our net loss of  $735,791,  offset by an increase in
accounts payable and accrued expense of $228,920, plus non-cash expenses for bad
debts,  depreciation and impairment of goodwill. For the year ended December 31,
2004, we had a working capital deficit of $600,383.

         Net cash used in investing  activities  was $6,986 and is attributed to
the purchase of equipment.

         Net cash provided by financing  activities  for the year ended December
31, 2004 was $287,079 which was primarily  attributable to the proceeds received
from the notes payable.

         On March  9,  2005,  we  terminated  our  Standby  Equity  Distribution
Agreement  with Cornell  Capital  Partners and entered into a new Standby Equity
Distribution  Agreement  with  terms  similar  to the prior  agreement.  The new
Standby Equity  Distribution  Agreement provided that NetWorth  Technologies may
issue and sell to Cornell  Capital  Partners  common stock for a total  purchase
price of up to $10,000,000. The purchase price for our shares is equal to 95% of
their market price, which is defined in the Equity Distribution Agreement as the
lowest volume weighted average price of the common stock during the five trading
days  following the notice date. The amount of each cash advance is subject to a
maximum advance amount of $250,000,  with no cash advance occurring within seven
trading days of a prior advance.  Cornell Capital Partners received a promissory
note for  $290,000 as a one-time  commitment  fee under the Equity  Distribution
Agreement.  Cornell  Capital  Partners  will be paid a fee  equal  to 5% of each
advance,  which will be retained by Cornell Capital  Partners from each advance.
On March 9, 2005, NetWorth Technologies entered into a Placement Agent Agreement
with Newbridge Securities Corporation, a registered broker-dealer. .

         In November and December 2004 the Company issued a total of $400,000 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.
The  convertible  debentures are secured by all of the Company's  assets.  As of
December 31, 2004 the Company had received net proceeds of $295,333. The Company
recorded Deferred Financing costs of $93,010 associated with the issuance of the
debenture. The Deferred financing costs are being amortized over the term of the
convertible debentures. The Company recorded amortization expense of $12,574 for
the year ended  December  31, 2004.  The  beneficial  conversion  feature of the
convertible  debenture  resulted in the Company  recording a deferred  charge of
$80,702.  These  costs  are  being  amortized  over the term of the  convertible
debenture.   For  the  year  ended  December  31,  2004  the  Company   recorded
amortization of $10,910.

         In  January  2005  the  company   issued  an  additional   $225,000  of
convertible debentures. The Company received net proceeds of $160,167

         As reflected in the accompanying  consolidated financial statements, we
have a net loss of $735,791, an accumulated deficit of $916,153, a stockholders'
deficiency of $574,055,  a working capital  deficiency of $600,383 and used cash
in operations  of $292,078.  These  factors  raise  substantial  doubt about its
ability to continue as a going  concern.  The ability of the Company to continue
as a going  concern is dependent on the Company's  ability to further  implement
its business plan, raise capital and generate additional revenues. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

         Management  believes  that the actions  presently  being taken to raise
additional capital and generate  additional revenues provide the opportunity for
the Company to continue as a going concern.

         We have no material commitments for capital expenditures.

         OFF-BALANCE SHEET ARRANGEMENTS

         We do not have any  off-balance  sheet  arrangements  that  have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or capital  resources  that are  material  to
investors.


                                       20
<PAGE>

         RECENT ACCOUNTING PRONOUNCEMENTS

         Statement of Financial Accounting Standards No. 151, "Inventory Costs -
an  amendment  of ARB No.  43,  Chapter 4"  Statement  of  Financial  Accounting
Standards Board No. 152, "Accounting for Real Estate Time-Sharing Transactions -
an amendment of Statement of Financial Accounting Standards Board Statements No.
66  and  67,"  Statement  of  Financial  Accounting  Standards  Board  No.  153,
"Exchanges  of  Non-monetary  Assets - an  amendment of APB Opinion No. 29," and
Statement  of  Financial  Accounting  Standards  Board No. 123  (revised  2004),
"Share-Based  Payment," were recently issued.  Statement of Financial Accounting
Standards  Board No.  151,  152,  153 and 123  (revised  2004)  have no  current
applicability to the Company and have no effect on the financial statements.

ITEM 7.           FINANCIAL STATEMENTS

         Attached  hereto and filed as a part of this Form  10-KSB are  NetWorth
Technologies' Consolidated Financial Statements.


ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

         On October  4, 2004,  Salberg & Company,  P.A.,  was  dismissed  as our
independent registered public accounting firm.

         The report issued by Salberg in connection with financial statements of
NetWorth  (formerly  Colmena Corp.) for each of its two most recent fiscal years
ended  September 30, 2003,  and  September 30, 2002,  did not contain an adverse
opinion or a  disclaimer  of opinion,  nor was either such report  qualified  or
modified as to uncertainty,  audit scope, or accounting  principles,  except the
report  of the  financial  statements  for  both  years  contained  a  paragraph
expressing  substantial  doubt  regarding the our ability to continue as a going
concern.

         During our two most recent fiscal years ended  September 30, 2003,  and
September  30, 2002,  and the later  interim  period  preceding the dismissal of
Salberg on October 4, 2004, there have been no disagreements with Salberg on any
matter of accounting principles or practices, financial statement disclosure, or
auditing   scope  or  procedure,   which   disagreement   (as  defined  in  Item
304(a)(1)(iv)  of  Regulation  S-B),  if not  resolved  to the  satisfaction  of
Salberg,  would have caused Salberg to make a reference to the subject matter of
such  disagreement in connection with its reports,  and there occurred no events
as defined in Item 304(a)(1)(iv)(B) of Regulation S-B.

         A copy of Salberg's letter to the SEC, dated October 5, 2004, regarding
its agreement  with the foregoing  statements is attached as Exhibit 16.1 to our
8-K/A filed on October 15, 2004.

         ENGAGEMENT OF NEW INDEPENDENT PUBLIC ACCOUNTING FIRM

         On October 4, 2004, our audit committee approved the engagement of Webb
& Company,  P.A. as our independent  registered public accounting firm effective
for the fiscal quarter ended September 30, 2004.

         Webb & Company was responsible for auditing the financial statements of
the  predecessor  to  NetWorth  Technologies,  Inc.  for the fiscal  years ended
December 31, 2003 and December  31,  2002,  which were  required to complete the
reorganization between NetWorth Technologies and NetWorth on August 20, 2004.

         During our two most recent  fiscal years ended  December 31, 2003,  and
December  31,  2002,  and the  later  interim  period  through  the  date of our
engagement  with  Webb  &  Company,   on  October  4,  2004,   neither  NetWorth
Technologies nor anyone on our behalf  consulted with Webb & Company,  regarding
any of the matters of events set forth in Item 304(a)(2)(i) of Regulation S-B.

ITEM 8A.  CONTROLS AND PROCEDURES

         EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         NetWorth  Technologies'  Chief Executive Officer,  after evaluating the
effectiveness of NetWorth  Technologies'  disclosure controls and procedures (as
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended)  as of the end of the  period  covered by this  report,  has
concluded that as of such date, NetWorth  Technologies'  disclosure controls and
procedures  were  adequate  and  effective to ensure that  material  information


                                       21
<PAGE>

relating to NetWorth  Technologies  that is required to be disclosed by NetWorth
Technologies  in reports that NetWorth  Technologies  files or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed,  summarized
and reported within the time periods  specified in SEC rules and accumulated and
communicated   to  NetWorth   Technologies'   management,   including   NetWorth
Technologies'  Chief  Executive  Officer,  to allow timely  decisions  regarding
required disclosure.

         CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         There was no change in NetWorth  Technologies'  internal  controls over
financial  reporting  that  occurred  during our last  fiscal  quarter  that has
materially  affected,  or is reasonably  likely to materially  affect,  NetWorth
Technologies' control over financial reporting.

ITEM 8B.  OTHER INFORMATION

         None.




                                       22
<PAGE>

                                    PART III

ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth the names and positions of our executive
officers  and  directors.  Our  directors  are elected at our annual  meeting of
stockholders and serve for one year or until successors are elected and qualify.
Our Board of Directors elects our officers, and their terms of office are at the
discretion  of  the  Board,  except  to the  extent  governed  by an  employment
contract.

         As of March 14, 2005, our directors and executive officers,  their age,
positions,  the dates of their initial  election or  appointment as directors or
executive officers, and the expiration of their terms are as follows:

NAME OF DIRECTOR/
EXECUTIVE OFFICER      AGE   POSITION               PERIOD SERVED
---------------------  ---   ---------------------  ----------------------------
                             Chief Executive        August 19, 2004 to present
L. Joshua Eikov        35    Officer/President
Anthony Q. Joffe       62    Chairman of the Board  January 12, 1999 to present
Robert S. Gigliotti    55    Director               December 11, 1997 to present
Lawrence R Van Etten   67    Director               May 31, 2000 to present
William O. White       58    Director               August 19, 2004 to present


         None of NetWorth  Technologies'  directors or  executive  officers is a
director of any company that files reports with the SEC.

         FAMILY RELATIONSHIPS

         There  are no family  relationships  between  or among  the  directors,
executive officers or any other person.

         LEGAL PROCEEDINGS

         Mr. Eikov, our Chief Executive Officer, founded and served as the Chief
Executive  Officer  of  i-Titan  Communications  Networks  at  the  time  of its
incorporation in the State of Florida on December 28, 1999. In 2000, the company
filed  for  bankruptcy  under  chapter  11 of  the  U.S.  Bankruptcy  Code.  The
bankruptcy was discharged in 2002.  Other than the bankruptcy  action  disclosed
herein,  none of our executive  officers or directors  have been involved in any
bankruptcy proceedings.

         None of our  executive  officers or directors  have been the subject of
any order,  judgment, or decree of any court of competent  jurisdiction,  or any
regulatory agency  permanently or temporarily  enjoining,  barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities  industry,  or as an affiliated person,  director or
employee  of an  investment  company,  bank,  savings and loan  association,  or
insurance  company or from engaging in or continuing  any conduct or practice in
connection  with any such activity or in connection with the purchase or sale of
any securities.

         None of our executive  officers or directors have been convicted in any
criminal  proceeding  (excluding  traffic  violations)  or is the  subject  of a
criminal proceeding that is currently pending.

         None of our  executive  officers  or  directors  is the  subject of any
pending legal proceedings.

         AUDIT COMMITTEE AND FINANCIAL EXPERT

         Our audit committee  consists of two members of our board of directors,
Robert Gigliotti and Lawrence Van Etten. Our audit committee financial expert is
Mr.  Gigliotti,  CPA,  and  he is  "independent"  within  the  meaning  of  Item
7(d)(3)(iv)  of  Schedule  14A under the  Exchange  Act.  Mr.  Gigliotti  is the
chairman of our audit committee.


                                       23
<PAGE>

         ELECTION OF DIRECTORS

         NetWorth  Technologies'  directors are elected at the annual meeting of
stockholders  and hold  office  until their  successors  are  elected.  NetWorth
Technologies'  officers are appointed by the Board of Directors and serve at the
pleasure of the Board of Directors and are subject to employment agreements,  if
any, approved and ratified by the Board of Directors.

         BACKGROUND OF OFFICERS AND DIRECTORS

         L. JOSHUA ("JOSH") EIKOV is Chief Executive Officer of NetWorth and has
recently been appointed President and a Director of NetWorth  Technologies Corp.
Mr. Eikov joined NetWorth in January 2004. From the year 2000 to 2003,  prior to
working at NetWorth, Mr. Eikov was the Managing Director for Virtual Technocrats
LLC an SMB  consultancy  where he  helped  clients  such as  TeamDefense.net,  a
provider of products and services to the defense  industry,  in a turnaround and
expansion  program as their  Interim CTO. Just prior to  TeamDefense  he was the
Chief  Strategist  at  eBRANDsolutions,  a  branding  and  marketing  firm  that
consulted to the Global 1000 on issues of  eBusiness,  product  design,  digital
marketing and branding and international  expansion.  In 1998, Mr. Eikov founded
i-Titan  Communications  Networks,  a  manufacturer  and  designer  of  wireless
broadband  products.  Due to a lack of funding in 2000, i-Titan filed a petition
for bankruptcy under chapter 11 of the U.S. Bankruptcy Code. This bankruptcy was
discharged  in 2002.  Prior to i-Titan,  from the year 1995 to 1998,  he was the
Chief  Technologist  for Infinite Logic  Management a venture  capital fund that
invested  in the  telecom  and CTI space.  Josh  served as  President  and Chief
Executive  Officer  of  DigiCon   Technologies,   Inc.,  a  computer   telephony
integration based company that was sold in 1998. DigiCon created and developed a
global  systems   architecture  that  allowed  a  user  to  access  their  email
text-to-speech  via any  touch-tone  or cellular  telephone.  The  company  also
developed an  international  data network that had an emphasis in  telemedicine,
which was accessible via telephone. Prior to founding DigiCon he founded Faceted
Information  Systems.  The company provided  consulting  services in information
technology and financial information systems including, LOCAL AREA AND WIDE AREA
NETWORK(S)  systems design to Wall Street and institutional  clients.  Mr. Eikov
was also instrumental in the design and construction of FIS-Tech Computers.  The
company was sold in 1995.  Josh attended East  Stroudsburg  University.  He is a
member of the  Internet  Engineering  Task Force,  Institute of  Electrical  and
Electronics  Engineers,  the board of directors of  Team-Defense.net  and .KIDS,
Inc.

         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.
Mr.  Joffe holds a degree in  Aeronautical  Engineering  Management  from Boston
University, Boston, Massachusetts.  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,  currently known as USA Boating. Mr. Joffe served as a member
of the Board of  Directors  of AmeriNet  Group.com,  Inc.  (currently  Park City
Group, Inc.), a publicly traded Delaware  corporation from November 1998 to June
2001.

         ROBERT  S.  GIGLIOTTI,  age 55,  is  Director  and  chair 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. 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.  Mr.
Gigliotti  currently  serves as the  managing  tax partner of Perrin,  Fordree &
Company (with which he has been associated since 1976).

         LAWRENCE  R. VAN ETTEN is Director  and member of the audit  committee.
Mr. Van Etten was elected as member of our board of  directors  on May 31, 2000.
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.  During the past
five years,  Mr. Van Etten has served as an executive with several  companies in
the  United   States  and  Canada   (Vice   President,   International   Digital
Communications   Systems,  Inc.,  Miami,  Florida,   Telecommunications   Sales,
1996-1998; President TechTel Communications,  Inc., Pompano Beach, Florida, CLEC
Service Provider, 1998-1999; and he owned and managed his own consulting company
LVE & Associates, US & Canada, including several long-term contracts with Toyada
Gosei,  Best Glove Canada,  Remtec,  Inc.,  Prestige  Auto and Strategic  Health
Development  Corporation).  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.


                                       24
<PAGE>

         WILLIAM "BILL" WHITE is General  Manager of NetWorth  Technologies  Inc
and a Director.  Mr.  White  purchased D W Academy,  d/b/a PC Xperts!,  in 1999.
Since  the  purchase  of  the  company,   Mr.  White  has  been  its  President,
instrumental in its day-to-day  operations.  PC Xperts! was the original company
that became NetWorth  Technologies.  Upon the reorganization on August 20, 2004,
Mr. White was appointed General Manger of the subsidiary, NetWorth Systems, Inc.
Mr.  White is also a  director  of  NetWorth  Technologies,  Inc.  Bill has been
designing and implementing accounting systems and training clients for 30 years.

         SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities  Exchange Act of 1934, as amended,  and
the rules promulgated  thereunder  require NetWorth  Technologies'  officers and
directors,  and persons who beneficially own more than 10% of a registered class
of NetWorth  Technologies  equity  securities,  to file reports of ownership and
changes in  ownership  with the SEC and to furnish  NetWorth  Technologies  with
copies thereof.

         Based on its reviews of the copies of the Section 16(a) forms  received
by it, or written  representations  from  certain  reporting  persons,  NetWorth
Technologies  believes  that,  during the last fiscal  year,  all Section  16(a)
filing requirements  applicable to its officers,  directors and greater than 10%
beneficial owners were complied with and filed timely

         CODE OF ETHICS

         NetWorth Technologies has not adopted a written Code of Ethics.

ITEM 10.          EXECUTIVE COMPENSATION

         EXECUTIVE COMPENSATION

         The following table sets forth,  for the fiscal year ended December 31,
2004,  information  regarding  the  compensation  earned by our Chief  Executive
Officer  and  each of our  most  highly  compensated  executive  officers  whose
aggregate  annual  salary  and bonus  exceeded  $100,000,  for each of the years
indicated (the "Named Executive Officers"), with respect to services rendered by
such persons to NetWorth Technologies and its subsidiaries.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                     ANNUAL COMPENSATION                               LONG-TERM COMPENSATION
                               ---------------------------------------     ----------------------------------------------
                                                                                             SECURITIES
NAME AND PRINCIPAL                                          OTHER           RESTRICTED       UNDERLYING         OTHER
  POSITION            YEAR     SALARY        BONUS    COMPENSATION (1)     STOCK AWARDS       OPTIONS        COMPENSATION
--------------------  ----     -------       -----    ----------------     ------------      ----------      ------------
<S>                   <C>      <C>             <C>             <C>               <C>             <C>               <C>
L. Joshua Eikov       2004     $82,000        -0-             -0-               -0-             -0-               -0-
President and CEO
NetWorth
Technologies, Inc.

William O. White(2)   2003     $49,200        -0-          10,157               -0-             -0-               -0-
President and Owner   2002     $61,200        -0-           8,197               -0-             -0-               -0-
NetWorth LLC and
PC Xperts!
</TABLE>

----------
(1)      Other compensation consists of the cost of health insurance provided by
         the company.
(2)      Mr. White served as President of the original company, PC Xperts, until
         the reorganization of that company in August, 2004.


         COMPENSATION OF DIRECTORS

         Our directors are  compensated  monthly for their services as directors
with the issuance of shares of common stock. These shares are not registered and
are subject to Rule 144.

         OPTIONS

         As of December 31, 2004, we have no options outstanding.


                                       25
<PAGE>

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  information  with  respect  of  the
beneficial  ownership  as of March 14,  2005 for each  officer  and  director of
NetWorth  Technologies and for each person who is known to NetWorth Technologies
to be the  beneficial  owner of more than 5% of  NetWorth  Technologies'  common
stock.

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                            NAME AND ADDRESS            AMOUNT AND NATURE OF BENEFICIAL         PERCENTAGE
  TITLE OF CLASS           OF BENEFICIAL OWNER                     OWNERSHIP                    OF CLASS(1)
-----------------------------------------------------------------------------------------------------------
<S>                 <C>                                        <C>                                 <C>
                    Benjamin Filippelli                        1,620,367                           11.0%
                    9715 Arbor Oaks Court #106;
                    Boca Raton, Florida  33328

                    Daniel White                               1,620,367                           11.0%
                    8613 Windy Circle; Boynton Beach,
                    Florida  33437

                    Tucker Family Spendthrift Trust (3)        70,412                              50.1%
                    1801 Clint Moore Rd. # 108;
                    Boca Raton, Florida 33487

                    Calvo Family Spendthrift Trust (4)         70,242                              49.9%
                    1941 Southeast 51st Terrace;
                    Ocala, Florida  34471
</TABLE>

                        SECURITY OWNERSHIP OF MANAGEMENT

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                  NAME AND ADDRESS               AMOUNT AND NATURE OF BENEFICIAL              PERCENTAGE
TITLE OF CLASS    OF BENEFICIAL OWNER                        OWNERSHIP                        OF CLASS (1)
----------------------------------------------------------------------------------------------------------
<S>               <C>                                        <C>                                  <C>
                  L. Joshua Eikov                            1,820,367                            12.4%
                  560 Lavers Circle #146;
                  Delray Beach, Florida  33444

                  Anthony Q. Joffe                           436,850                              3.0%
                  101 Southwest 11th Avenue;
                  Boca Raton, Florida 33486

                  Robert S. Gigliotti                        156,150                              1.1%
                  901 Wilshire Drive, Suite 400;
                  Troy, Michigan 48084

                  Lawrence R. Van Etten                      257,265                              1.9%
                  1601 North 15th Terrace;
                  Hollywood, Florida 33020

                  William O. White                           1,620,367                            11.0%
                  723 SW Aruba Bay;
                  Port St. Lucie, Florida  34986
</TABLE>


                                       26
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                  NAME AND ADDRESS               AMOUNT AND NATURE OF BENEFICIAL              PERCENTAGE
TITLE OF CLASS    OF BENEFICIAL OWNER                        OWNERSHIP                        OF CLASS (1)
----------------------------------------------------------------------------------------------------------
<S>               <C>                                        <C>                                  <C>
                  April J. Green                             309,078                              2.1%
                  259 NW 95 Terrace,
                  Coral Springs, Florida 33071

                  All officers and directors as a group      4,600,077                            31.5%
</TABLE>

----------
(1)      Applicable  percentage  of ownership is based on  14,721,205  shares of
         common  stock  outstanding  as of March 14, 2005 for each  stockholder.
         Beneficial  ownership is determined in accordance with the rules of the
         SEC and generally  includes voting of investment  power with respect to
         securities. Shares of common stock subject to securities exercisable or
         convertible into shares of common stock that are currently  exercisable
         or  exercisable  within  60 days of March  14,  2005 are  deemed  to be
         beneficially  owned by the person  holding such options for the purpose
         of computing the  percentage of ownership of such persons,  but are not
         treated as  outstanding  for the purpose of  computing  the  percentage
         ownership of any other person.
(2)*     Indicates  beneficial  owners  of 5% or more of our  total  outstanding
         shares of preferred stock which is convertible into our common stock.


         SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

         The following table sets forth the securities that have been authorized
under equity compensation plans as of March 14, 2005.

<TABLE>
<CAPTION>
                                                                                                      NUMBER
                                                                                                  OF SECURITIES
                                                                                               REMAINING AVAILABLE
                                                NUMBER                                         FOR FUTURE ISSUANCE
                                            OF SECURITIES                                   UNDER EQUITY COMPENSATION
                                             TO BE ISSUED            WEIGHTED-AVERAGE                 PLANS
                                            UPON EXERCISE             EXERCISE PRICE          (EXCLUDING SECURITIES
                                       OF OUTSTANDING OPTIONS,    OF OUTSTANDING OPTIONS,           REFLECTED
                                         WARRANTS AND RIGHTS        WARRANTS AND RIGHTS           IN COLUMN (a))
                                                 (a)                        (b)                         (c)
                                       -----------------------    -----------------------   -------------------------
<S>                                             <C>                            <C>                   <C>
Equity compensation plans approved by           5,000,000                      (1)                   5,000,000
security holders
Equity compensation plans not                           0                      N/A                           0
approved by security holders
TOTAL                                           5,000,000                        0                   5,000,000
</TABLE>

-----------
(1) The exercise price is determined by the Company on a case-by-case basis.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We have received loans in the amount of $135,509 from our Director, Mr.
William  White.  The loans accrue  interest at between 5% to 7% and is variable,
based on the prime rate.  The funds were used to pay for the  operations  of the
business.  These loans have been recorded as a related-party  transaction on our
financial statements.  At December 31, 2004, the amount owed to the Director was
$97,700.


                                       27
<PAGE>

         As of December  31, 2004,  the Company had received  advances of $3,318
from two related  parties.  These  advances bear interest at the prime rate plus
two percentage points and are due upon demand.


ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT
NO.      DESCRIPTION                                          LOCATION
-------  ---------------------------------------------------  -----------------------------------------------
<S>      <C>                                                  <C>
3.1      Articles of Amendment to the Articles of             Incorporated by reference to the Company's
         Incorporation                                        Form 10-QSB filed on February 23, 1996

3.2      By-Laws                                              Incorporated by reference to the Company's
                                                              Form 10-KSB for the fiscal year ended
                                                              September 30, 2000, filed on September 30, 2001

3.3      Certificate of Renewal and Revival of Charter        Incorporated by reference to the Company's Form
         dated August 13, 2001                                10-KSB for September 30, 2001

4.1      Yankees Warrant Agreement effective January 5, 1999  Filed as an exhibit to our Company's Report on
                                                              Form 10-KSB for the fiscal year ended
                                                              September 30, 1998, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

4.2      Yankees Amended Warrant Agreement dated December     Filed as an exhibit to our Company's Report on
         30, 1999                                             Form 10-KSB for the fiscal year ended
                                                              September 30, 1998, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

4.3      Class A, Series A, Convertible Bond dated December   Filed as an exhibit to our Company's Report on
         31, 2001                                             Form 10-KSB for the fiscal year ended
                                                              September 30, 1999, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

4.4      Our Company's 2002 non-qualified Stock Option &      Filed as an exhibit to our Company's Report on
         Stock Incentive Plan dated February 15, 2002         Form 10-KSB/A for the fiscal year ended
                                                              September 30, 2001, bearing the exhibit number
                                                              shown above; incorporated by referenced herein as
                                                              permitted by Commission Rule 12b-23

4.5      Promissory Note issued to Cornell Partners in the    Filed herewith
         amount of $190,000

10.1     Standby Equity Distribution Agreement dated          Filed as an exhibit to the Company's Form 8-K
         November 18, 2004 with Cornell Capital Partners, LP  filed November 24, 2004

10.2     Registration Rights Agreement dated November 18,     Filed as an exhibit to the Company's Form 8-K
         2004 with Cornell Capital Partners, LP               filed November 24, 2004

10.3     Escrow Agreement dated November 18, 2004 with        Filed as an exhibit to the Company's Form 8-K
         Cornell Capital Partners, LP                         filed November 24, 2004

10.4     Placement Agent Agreement dated November 18, 2004    Filed as an exhibit to the Company's Form 8-K
         with Cornell Capital Partners, LP and Newbridge      filed November 24, 2004
         Securities Corporation
</TABLE>

                                       28
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO.      DESCRIPTION                                          LOCATION
-------  ---------------------------------------------------  -----------------------------------------------
<S>      <C>                                                  <C>
10.5     Securities Purchase Agreement dated November 18,     Filed as an exhibit to the Company's Form 8-K
         2004 with Montgomery Equity Partners and Advantage   filed November 24, 2004
         Capital Development Corp.

10.6     Secured Convertible Debenture dated November 18,     Filed as an exhibit to the Company's Form 8-K
         2004                                                 filed November 24, 2004

10.7     Investor Registration Rights Agreement dated         Filed as an exhibit to the Company's Form 8-K
         November 18, 2004 with Cornell Capital Partners, LP  filed November 24, 2004

10.8     Security Agreement dated November 18, 2004 with      Filed as an exhibit to the Company's Form 8-K
         Cornell Capital Partners, LP                         filed November 24, 2004

10.9     Escrow Agreement with Butler Gonzalez, LLP dated     Filed as an exhibit to the Company's Form 8-K
         November 18, 2004                                    filed November 24, 2004

10.10    Reorganization Agreement dated August 20, 2004       Incorporated by reference to Exhibit 10.1 of the
         between Colmena and NetWorth Systems, Inc.           Company's 8-K filed on August 27, 2004

10.11    Employment Agreement with Joshua Eikov               Provided herewith

10.12    Yankees Amended Consulting Agreement dated January   Filed as an exhibit to our Company's Report on
         2, 2000                                              Form 10-KSB for the fiscal year ended
                                                              September 30, 1998, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

10.13    Agreement to Serve as Corporate Secretary between    Filed as an exhibit to our Company's Report on
         Vanessa Lindsey and our Company dated January 3,     Form 10-KSB for the fiscal year ended
         2000                                                 September 30, 1998, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

10.14    Employment Agreement between Anthony Q. Joffe and    Filed as an exhibit to our Company's Report on
         our Company dated January 3, 2000                    Form 10-KSB for the fiscal year ended
                                                              September 30, 1998, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

10.15    Strategic Consulting Agreement with Yankees dated    Filed as an exhibit to our Company's Report on
         January 4, 2001                                      Form 10-QSB for the fiscal year ended December 31,
                                                              1998, bearing the exhibit designation number shown
                                                              above, incorporated by reference herein as
                                                              permitted by Commission Rule 12b-23

10.16    Clarification Agreement dated July 6, 2001 to the    Filed as an exhibit to our Company's Report on
         Reorganization Agreement with Richard C. Peplin,     Form 10-KSB for the fiscal year ended
         Jr., signed on March 25, 1999                        September 30, 1999, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

10.17    Employment Agreement between Edward D. Dmytryk and   Filed as an exhibit to our Company's Report on
         our Company dated July 19, 2001                      Form 10-KSB for the fiscal year ended
                                                              September 30, 1999, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23
</TABLE>


                                       29
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO.      DESCRIPTION                                          LOCATION
-------  ---------------------------------------------------  -----------------------------------------------
<S>      <C>                                                  <C>
10.18    Employment Agreement between Vanessa H. Lindsey      Filed as an exhibit to our Company's Report on
         and our Company dated July 19, 2001                  Form 10-KSB for the fiscal year ended
                                                              September 30, 1999, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

10.19    Engagement Agreement between Kevin W. Dorman and     Filed as an exhibit to our Company's Report on
         our Company dated July 19, 2001                      Form 10-KSB for the fiscal year ended
                                                              September 30, 1999, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

10.20    Loan Agreement, Security Agreement, Promissory       Filed as an exhibit to our Company's Report on
         Note between our Company and Yankees dated           Form 10-KSB for the fiscal year ended
         September 24, 2001                                   September 30, 2001, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

10.21    Settlement Agreement with Strategica Services        Filed as an exhibit to our Company's Report on
         Corporation dated December 31, 2001                  Form 10-KSB for the fiscal year ended
                                                              September 30, 1999, bearing the exhibit
                                                              designation number shown above, incorporated by
                                                              reference herein as permitted by Commission
                                                              Rule 12b-23

10.22    Loan Agreement, Security Agreement, Promissory       Filed as an exhibit to our Company's Report on
         Note between our Company and Yankees, LLC dated      Form 10-QSB for the fiscal year ended December 31,
         January 2, 2002                                      2001, bearing the exhibit designation number shown
                                                              above, incorporated by reference herein as
                                                              permitted by Commission Rule 12b-23

10.23    Service Agreement with Vintage Filings, LLC dated    Filed herewith
         December 13, 2004

10.24    Letter Agreement with Vinatge NewsWire, LLC DATED    Filed herewith
         December 13, 2004

14.1     Code of Ethics                                       Filed herewith

16.1     Letter re: Change in Independent Auditors from       Incorporated by reference as Exhibit 16.1 to the
         Salberg & Company, PA.                               Company's 8-K filed on November 8, 2004

23.1     Consent of Webb & Company, P.A.                      Provided herewith
</TABLE>

         (b)      REPORTS ON FORM 8-K:

         The  Registrant  filed no reports on Form 8-K during the fourth quarter
of fiscal year 2004.


ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

         NetWorth  Technologies  incurred  fees to Webb & Company,  P.A. for the
year ended December 31, 2004 of $16,116 for auditing work,  services  related to
the SEC  Registration  Statement  on Form  SB-2,  review  of  various  other SEC
filings, and quarterly reviews on SEC Forms 10-QSB, as well as $0 for income tax
preparation services.  Webb & Company has provided no other services to NetWorth
Technologies other than the foregoing.


                                       30

<PAGE>

                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934, as amended, the Registrant caused this report to be signed on behalf by
the undersigned, thereunto duly authorized.

                                      NETWORTH TECHNOLOGIES


                                      By:
                                          --------------------------------------
                                             Chief Executive Officer (Principal
                                             Executive Officer and Principal
                                             Accounting Officer) and Director
                                      Date:  April 14, 2005


         In  accordance  with the  Securities  Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.


/s/ Anthony Q. Joffe                                 April 14, 2005
------------------------------------------
Anthony Q. Joffe, Chairman of the Board


/s/ Lawrence Van Etten                               April 14, 2005
------------------------------------------
Lawrence Van Etten, Director


/s/ William O. White                                 April 14, 2005
------------------------------------------
William O. White, Director


/s/ Robert Gigliotti                                 April 14, 2005
------------------------------------------
Robert Gigliotti



                                       31


<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


                                TABLE OF CONTENTS


Report of Independent Registered Certified Public Accounting Firm            F-1
Financial Statements:
  Consolidated Balance Sheet                                                 F-2
  Consolidated Statements of Operations                                      F-3
  Consolidated Statements of Cash Flows                                      F-4
  Consolidated Statements of Changes in Stockholders Deficiency              F-5
Notes to Consolidated Financial Statements                                   F-6




                                      F-i

<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of:
NetWorth Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of NetWorth
Technologies, Inc. and subsidiaries as of December 31, 2004, and the related
consolidated statements of operations and comprehensive income, changes in
stockholders' deficiency and cash flows for the years ended December 31, 2004
and 2003. 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 the 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 opinion.

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the consolidated financial position of NetWorth
Technologies, Inc. and subsidiaries as of December 31, 2004 and the results of
its operations and its cash flows for the years ended December 31, 2004 and 2003
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 12 to
the consolidated financial statements, the Company had a net loss of $735,791,
an accumulated deficit of $916,153, a stockholders' deficiency of $574,055, a
working capital deficiency of $600,379 and used cash in operations of $292,078.
This raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning this matter are also described in Note 12. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


WEBB & COMPANY, P.A.

Boynton Beach, Florida
March 28, 2005


                                      F-1
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004


                                     ASSETS
Current Assets
  Cash                                                              $     9,598
  Accounts receivable, net                                               27,747
  Inventory                                                               6,111
  Prepaid expenses                                                       13,272
                                                                    -----------
    Total Current Assets                                                 56,728
                                                                    -----------

PROPERTY AND EQUIPMENT, NET                                              23,941

OTHER NON-CURRENT ASSETS                                                  2,387
                                                                    -----------

TOTAL ASSETS                                                        $    83,056
                                                                    ===========

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current Liabilities
  Accounts payable and accrued expenses                             $   228,920
  Deferred revenue                                                       77,402
  Loans payable - related party                                         101,018
  Convertible debentures, net of discount                               249,771
                                                                    -----------
    Total Current Liabilities                                           657,111

Shareholders' Deficiency
  Preferred Stock, $0.01 par value; 1,000,000 shares authorized;
    no shares issued and outstanding Convertible preferred stock,
    $0.01 par value; 1,000,000 shares
    authorized; 140,654 shares issued and outstanding                     1,407
  Common stock, $0.10 par value; 250,000,000 shares authorized;
    13,938,262 shares issued and outstanding                          1,393,826
  Additional Paid-In Capital                                         (1,053,135)
  Accumulated Deficit                                                  (916,153)
                                                                    -----------
    Total Shareholders' Deficiency                                     (574,055)
                                                                    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                      $    83,056
                                                                    ===========



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


                                      F-2

<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE TWELVE MONTHS ENDED DECEMBER 31 2004 AND 2003

<TABLE>
<CAPTION>
                                                               2004              2003
                                                            -----------      -----------
<S>                                                         <C>              <C>
REVENUES
  Service                                                   $   464,644      $   493,906
  Systems and Software                                          474,963          357,586
                                                            -----------      -----------
    Total Revenue                                               939,607          851,492

COST OF GOODS SOLD
  Service                                                       178,025          106,620
  Hardware                                                      329,296          291,934
                                                            -----------      -----------
    Total Cost of Goods Sold                                    507,321          398,554

GROSS PROFIT                                                    432,286          452,938

OPERATING EXPENSES
  Compensation                                                  196,301          115,118
  Stock Compensation                                            232,867               --
  Advertising                                                   198,904               --
  Impairment of Goodwill                                         71,343               --
  General & Administrative Expense                              344,796          211,883
                                                            -----------      -----------
    Total Operating Expenses                                  1,044,211          327,001
                                                            -----------      -----------

INCOME (LOSS) FROM OPERATIONS                                  (611,925)         125,937

OTHER INCOME (EXPENSES)
  Interest Expense                                              (72,957)          (4,423)
  Settlement                                                    (51,203)              --
  Other Income                                                      294               --
                                                            -----------      -----------
    Total Other Income (Expense)                               (123,866)          (4,423)
                                                            -----------      -----------

NET INCOME (LOSS)                                           $  (735,791)     $   121,514
                                                            ===========      ===========

BASIC AND DILUTED:

Income (Loss) Per Share - Basic and Diluted                 $    (0.081)     $      0.02
                                                            ===========      ===========

Weighted Average Shares Outstanding - Basic and Diluted       9,061,606        4,861,142
                                                            ===========      ===========
</TABLE>


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

                                       F-3
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE TWELVE MONTHS ENDED DECEMBER 31 2004 AND 2003

<TABLE>
<CAPTION>
                                                                 2004           2003
                                                              ---------      ---------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (Loss)                                          $(735,791)     $ 121,514
   Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
    Depreciation                                                 18,391         18,564
    Bad debt expense                                             19,364             --
    Impairment of goodwill                                       71,343             --
    Amortization of notes payable discount                       23,484             --
    Stock issued for services                                   232,864             --
   Changes in operating assets and liabilities:
    (Increase) decrease in:
    Accounts Receivable                                         (24,282)        18,647
    Inventory                                                    (6,111)            --
    Prepaid expenses                                             (3,265)        (5,233)
    Other expenses                                               (2,387)        (2,962)
    Increase (decrease) in:
    Accounts payable                                            129,086         32,297
    Accrued expenses                                                 --         (9,073)
    Customer deposits                                                --        (47,000)
    Deferred revenue                                            (14,780)      (101,471)
                                                              ---------      ---------
    Net Cash Provided By (Used In) Operating Activities:       (292,084)        25,283
                                                              ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of equipment                                         (6,986)            --
   Cash acquired in merger                                           --          9,095
                                                              ---------      ---------
    Net Cash Provided By (Used In) Investing Activities          (6,986)         9,095
                                                              ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from beneficial conversion                           80,702             --
   Proceeds from notes payable                                  226,287             --
   Distributions to stockholders                                    702             --
   Stock issued in reverse merger                               (17,769)            --
   Payment on stockholders loan                                  (2,843)            --
   Proceeds from related party loan                                  --        (31,648)
   Payment on note payable                                           --        (17,067)
                                                              ---------      ---------
    Net Cash Provided By (Used In) Financing Activities         287,079        (48,715)
                                                              ---------      ---------

NET DECREASE IN CASH                                            (11,991)       (14,337)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 21,583         35,920
                                                              ---------      ---------

CASH AND CASH EQUIVALENTS END OF PERIOD                       $   9,592      $  21,583
                                                              =========      =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during year for:
    Interest                                                  $  17,532      $   4,423
                                                              =========      =========
</TABLE>

SUPPLEMENTAL DISCLOSURE ON NON-CASH INVESTING AND FINANCING ACTIVITIES:

During 2003, the Company acquired the net assets of Advanced PC Solutions for
50% of the equity of the Company, valued at $20,000.


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

                                      F-4
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                           DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                   Preferred Stock
                                       -------------------------------------
                                                              Convertible           Common Stock         Additional
                                       ----------------   ------------------   -----------------------     Paid-in     Accumulated
                                       Shares    Amount    Shares    Amount      Shares       Amount       Capital       Deficit
                                       ------   -------   --------   -------   ----------   ----------   ----------    ----------
<S>                                        <C>  <C>       <C>        <C>        <C>         <C>          <C>           <C>
Balance, January 1, 2003                   --   $    --         --   $    --    2,430,573   $  243,058   $ (217,459)   $ (301,876)
Stock issued for acquisition                                                    2,430,573      243,057     (223,057)           --
Net Loss and Comprehensive Net Income      --        --         --        --           --           --           --       121,514
                                       ------   -------   --------   -------   ----------   ----------   ----------    ----------

Balance, January 1, 2004                   --        --         --        --    2,430,573      243,058     (217,459)     (180,362)
Common stock issued for services           --        --         --        --    2,289,757      228,976     (152,133)           --
Common stock issued for legal services     --        --         --        --      228,946       22,894      (16,228)           --
Common stock issued services               --        --         --        --      120,197       12,020       (5,020)           --
Common stock issued in reverse merger      --        --    140,654     1,407    5,737,217      573,721     (592,896)           --
Common stock issued for services           --        --         --        --      650,000       65,000       65,000            --
Common stock issued for board services     --        --         --        --       51,000        5,100        7,254            --
Issuance of warrants                       --        --         --        --           --           --          702            --
Beneficial conversion feature on
 convertible debenture                     --        --         --        --           --           --       80,702            --
Net Loss                                   --        --         --        --           --           --           --      (735,791)
                                       ------   -------   --------   -------   ----------   ----------   ----------    ----------

Balance, December 31, 2004                 --   $     0    140,654   $ 1,407   11,507,690   $1,150,770   $ (830,078)   $ (916,153)
                                       ======   =======   ========   =======   ==========   ==========   ==========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                           Total
                                        ----------
<S>                                     <C>
Balance, January 1, 2003                $ (276,277)
Stock issued for acquisition                20,000
Net Loss and Comprehensive Net Income      121,514
                                        ----------

Balance, January 1, 2004                  (134,763)
Common stock issued for services            76,843
Common stock issued for legal services       6,666
Common stock issued services                 7,000
Common stock issued in reverse merger      (17,768)
Common stock issued for services           130,000
Common stock issued for board services      12,354
Issuance of warrants                           702
Beneficial conversion feature on
 convertible debenture                      80,702
Net Loss                                  (735,791)
                                        ----------

Balance, December 31, 2004              $ (594,054)
                                        ==========
</TABLE>

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

                                      F-5
<PAGE>

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


NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION


(A) ORGANIZATION

NetWorth,  LLC was formed as a limited  liability  corporation under the laws of
the State of Florida on March 10, 2003.  D.W.  Academy,  Inc.  d/b/a  PC-Xperts!
("PC") and Advanced PC Solutions  ("APCS") were merged to form NetWorth,  LLC on
that date. The  transaction  was treated as a purchase of APCS by D.W.  Academy,
Inc. d/b/a  PC-Xperts!  and was valued at the fair value of the assets  acquired
and liabilities assumed on the date of purchase.  On January 1, 2004,  NetWorth,
LLC was merged into  NetWorth  Systems,  Inc., a Florida  corporation.  NetWorth
Systems, Inc. was an inactive corporation with no net assets. The transaction is
accounted for under the purchase  method of accounting for entities under common
control. Upon completion of the merger, Networth, LLC was dissolved.

On August 20,  2004,  after the close of  business,  Colmena  Corp.  ("Colmena")
executed a definitive  Reorganization  Agreement  with  NetWorth  Systems,  Inc.
("NetWorth"),  a  Florida  corporation  engaged  in the  business  of  providing
computer  systems and  software  management  and  computer  systems and software
services in the South Florida market (the "Agreement"). Pursuant to the terms of
the Agreement,  we acquired all of the issued and  outstanding  shares of common
stock of Net Worth in exchange for the issuance of 75,000,002  (7,500,000 shares
post split) shares of Colmena common stock,  which represents  approximately 60%
of our now currently  issued and  outstanding  shares of common  stock.  Fifteen
million shares  (1,500,000 shares post split), or 20% of the total shares above,
are being held in escrow for the  discharge of any  undisclosed  liabilities  or
other violations of the Agreement by Net Worth. This stock will be reissued from
the escrow agent to the old  shareholders  of NetWorth  after  completion of the
audit of the financial  statements  for the year ending  December 31, 2004. As a
result  of  the  agreement,  the  transaction  is  considered  to  be a  capital
transaction  for  accounting  purposes as a  recapitalization  by the accounting
acquirer (NetWorth).

Accordingly, the financial statements include the following:

       (1) The  balance  sheet  consists  of the net assets of the  acquirer  at
           historical  cost and the net  assets of the  acquiree  at  historical
           cost.

       (2) The statement of operations  includes the  operations of the acquirer
           for the periods presented and the operations of the acquiree from the
           date of the merger.

On October 18, 2004,  the board of directors of Colmena  authorized the changing
of its name to NetWorth Technologies,  Inc. NetWorth Technologies,  Inc. and its
subsidiaries are hereafter referred to as (the "Company").

(B) CONSOLIDATION POLICY

The accompanying 2004 consolidated  financial statements include the accounts of
Networth  Technology,  Inc. and its wholly owned subsidiaries  Networth Systems,
Inc.  and  Networth   Government,   Inc.   (Inactive).   The  accompanying  2003
consolidated  financial  statements  include the accounts of Networth,  LLC from
March 10, 2003  (inception)  and the activity of  PC-Xperts!  for the year ended
December 31, 2003 and APCS from the date of acquisition,  March 10, 2003 through
December  31,  2003.  All  intercompany  accounts  have been  eliminated  in the
consolidation.

(C) RECLASSIFICATIONS

Certain prior period amounts have been reclassified for comparability.

(D) CASH EQUIVALENTS

The Company  considers all highly liquid  investments  with  maturities of three
months or less at the time of purchase to be cash equivalents.  Cash equivalents
also include demand deposits with banks.

(E) USE OF ESTIMATES

In  preparing  financial   statements  in  conformity  with  generally  accepted
accounting principles,  management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of


                                       F-6
<PAGE>

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


contingent  assets and  liabilities at the date of the financial  statements and
revenues and expenses  during the reported  period.  Actual results could differ
from those estimates.

(F) INVENTORIES

Inventories consist entirely of purchased systems and software.  Inventories are
stated at the lower of cost or market.  Cost is  determined  using the  specific
identification method.

(G) PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated at cost,  less  accumulated  depreciation.
Expenditures  for  maintenance  and repairs are charged to expense as  incurred.
Depreciation  is provided  using the  straight-line  method  over the  estimated
useful life of three to five years.

(H) LONG-LIVED ASSETS

The Company  accounts for  long-lived  assets under the  Statements of Financial
Accounting  Standards  Nos.  142 and 144  "Accounting  for  Goodwill  and  Other
Intangible  Assets" and  "Accounting  for  Impairment  or Disposal of Long-Lived
Assets"  ("SFAS  No.  142 and 144").  In  accordance  with SFAS No. 142 and 144,
long-lived assets,  goodwill and certain identifiable intangible assets held and
used by the Company are reviewed for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and  intangible  assets,  the  recoverability  test is performed  using
undiscounted  net cash flows related to the long-lived  assets.  During 2004 the
Company  determined  that the goodwill  recorded for the purchase of Advanced PC
Solutions in 2003 was not  recoverable  and  recognized  an  impairment  loss of
$71,343.

(J) INCOME TAXES

The  Company  accounts  for  income  taxes  under  the  Statement  of  Financial
Accounting  Standards No. 109,  "Accounting for Income Taxes" ("Statement 109").
Under Statement 109,  deferred tax assets and liabilities are recognized for the
future tax  consequences  attributable  to  differences  between  the  financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax bases.  Deferred tax assets and  liabilities  are measured using
enacted  tax rates  expected  to apply to  taxable  income in the years in which
those  temporary  differences  are expected to be  recovered  or settled.  Under
Statement 109, the effect on deferred tax assets and  liabilities of a change in
tax rates is  recognized  in income in the period that  includes  the  enactment
date.  During  2003,  the  Company's  predecessor  had  elected to be taxed as a
partnership.  Therefore  income or loss of the Company is taxed directly to each
stockholder of the Company.  Accordingly, no provision for income taxes for 2003
are included in the accompanying financial statements.

(K) BUSINESS SEGMENTS

The Company  operates in one segment and therefore  segment  information  is not
presented.

(L) REVENUE RECOGNITION

The Company  recognizes  revenue under each contract as separate  components for
equipment and service.  The Company  recognizes each component under EIFT 00-21.
The Company  recognizes  revenue  from  services  provided to  customers  as the
services are provided and earned.  Revenue is recognized on the sale of computer
equipment and software  upon delivery of the equipment and software,  along with
applicable licenses to customers.  The Company also has contracts with customers
for the maintenance of their network, computers and systems. These contracts are
for a set  number of hours to be used  within a  specified  period of time.  The
Company  recognizes revenue on these hours on a monthly basis as the maintenance
occurs.


                                      F-7

<PAGE>

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


(M) ADVERTISING COSTS AND BARTER TRANSACTION

Advertising  costs are  expensed as incurred  and include  barter  transactions.
Revenues  from  barter  transactions,  in  accordance  with  the  provisions  of
Accounting  Principles  Board  Opinion  No.  29  ("APB  29"),   "Accounting  for
Non-Monetary Transactions" and EITF 93-11, "Accounting for Barter Transactions,"
are recognized during the period in which the  advertisements  occur.  Under the
provisions  of APB 29 and EITF 93-11,  barter  transactions  are recorded at the
fair value of the goods or services  received.  For the year ended  December 31,
2004,  the  Company  recognized  $174,050  in revenue  related  to these  barter
transactions,  which was valued using the standard  advertising costs charged by
the third party. There were no barter transaction during 2003.

Advertising  expense for the years ended December 31, 2004 and 2003 was $198,904
and $6,122, respectively.

(N) CONCENTRATIONS

During  2004,  the Company  had sales to one  customer  representing  16% of the
Company's sales.

(O) RECENT ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs -
an  amendment  of ARB No. 43,  Chapter  4"" SFAS No. 152,  "Accounting  for Real
Estate  Time-Sharing  Transactions - an amendment of FASB  Statements No. 66 and
67," SFAS No. 153,  "Exchanges  of  Non-monetary  Assets - an  amendment  of APB
Opinion No. 29," and SFAS No. 123 (revised  2004),  "Share-Based  Payment," were
recently  issued.  SFAS No. 151, 152, 153 and 123 (revised 2004) have no current
applicability to the Company and have no effect on the financial statements.

NOTE 2     ACCOUNTS RECEIVABLE

The Company's allowance for doubtful accounts is based on management's estimates
of the  creditworthiness  of its  customers,  current  economic  conditions  and
historical information,  and, in the opinion of management, is believed to be an
amount sufficient to respond to normal business conditions. Management sets 100%
reserves for customers in bankruptcy and other  reserves  based upon  historical
collection  experience.  Should  business  conditions  deteriorate  or any major
customer  default on its obligations to the Company,  this allowance may need to
be significantly increased, which would have a negative impact on operations.

The following is a summary of accounts receivable at December 31, 2004:

       Accounts receivable                            $       34,697
       Allowance for doubtful accounts                        (6,950)
                                                      --------------
                                                      $       27,747
                                                      ==============

For the years  ended  December  31, 2004 and 2003,  the  Company has  recorded a
provision for doubtful accounts of $19,364 and $0, respectively.


NOTE 3     PROPERTY AND EQUIPMENT

       The  following  is a summary of property  and  equipment  at December 31,
2004:

       Furniture and fixtures                         $       10,751
       Computer equipment                                     40,109
       Equipment                                               9,145
       Less: accumulated depreciation                        (36,064)
                                                      --------------

       Property and equipment, net                    $       23,941
                                                      ==============

Depreciation  expense for the year ended  December 31, 2004 and 2003 was $18,391
and $18,564 respectively.


                                      F-8
<PAGE>

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


NOTE 4     ACQUISITION AND DISPOSITION

On  March  8,  2004,  the  Company  acquired  100%  of the  assets  and  certain
liabilities of Brilliant  Computers,  a sole  proprietorship  existing under the
laws of the state of Florida. The terms of the transaction include cash payments
over the next three  years of $118,335  and an equity  component  consisting  of
1,879,713 shares of the Company's stock valued at $118,335.  The members' equity
was  valued at the fair value of the  Company  on the date of the  merger  which
approximated  fair market value of the assets received and liabilities  assumed.
In exchange the assets and certain  liabilities were transferred to the Company.
On  September  30,  2004,  the Company  made the  decision  to divest  itself of
Brilliant  Computers due to performance  and management  issues and a settlement
agreement with Brilliant  Computers was executed on November 5, 2004.  Brilliant
Computers  will receive  payments  totaling  $70,000  through  January 2005. The
payment  of this sum in full will  entitle  the  Company  to have the  1,879,713
shares of common stock  outstanding  and issued to Sales and Marketing  Group of
South Florida  returned to the treasury of the Company.  This stock will be held
by an escrow agent until the monetary  portion of the  agreements has been paid.
As of March 28, 2005, the Company has paid the settlement  amount and the shares
have been returned to the Company's Treasury.

The following  information  reflects the allocation of the fair market values of
the assets acquired and the liabilities assumed:

       Current Assets                                             $      23,302
       Goodwill                                                         236,670
       Current Liabilities                                              (23,302)
                                                                  -------------
                                                                  $     236,670
                                                                  =============

       The aggregate purchase price of $236,670 consists
       of the following:

       Common Stock                                               $     118,335
       Cash                                                             118,335
                                                                  -------------
                                                                  $     236,670
                                                                  =============

       The Company recorded a loss on the settlement as follows:

       Cash payments                                              $     (70,000)
       Fair value of common stock                                        18,797
                                                                  -------------
           Loss on Settlement                                     $     (51,203)
                                                                  =============

The  following  table  represents  the unaudited  revenue and expenses  directly
attributed  to Brilliant  Computer for the period from March 8, 2004 to November
5, 2004 included in the Statement of Operations as of December 31, 2004:

                                                                   (Unaudited)
                                                                  -------------
       Revenue                                                    $      14,681
       Cost of goods sold                                                 7,341
       Operating expenses                                                59,400
                                                                  -------------
           Net Loss                                               $     (52,060)
                                                                  =============


NOTE 5     REVERSE MERGER

On August 20,  2004,  Colmena  Corp.  consummated  an  agreement  with  NetWorth
Systems,  Inc., a Florida corporation,  pursuant to which NetWorth Systems, Inc.
exchanged  100% of the then issued and  outstanding  shares of common  stock for
75,000,002  shares  (7,500,000  shares post split) or  approximately  60% of the
outstanding  common  stock  of  Colmena.  As a  result  of  the  agreement,  the
transaction  was treated for accounting  purposes as a capital  transaction  and
recapitalization  by the accounting  acquirer (NetWorth Systems,  Inc.) and as a
reorganization  by the accounting  acquiree (Colmena Corp.) since Colmena had no
operations at the time of the  transaction.  Fifteen  million shares  (1,500,000
shares post split),  20% of the total shares above, are being held in escrow for
the  discharge  of  any  undisclosed  liabilities  or  other  violations  of the
Agreement by Net Worth. This stock will be reissued from the escrow agent to the
old  shareholders  of NetWorth  after  completion  of the audit of the financial
statements for the year ending December 31, 2004. The agreement also contained a
clause about the future earnings of the company.  If net income before taxes for
the year ended  December  31,  2005 meets or exceeds  $250,000  then  additional
shares of common stock will be issued to the old NetWorth  shareholders in order


                                      F-9
<PAGE>

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


to give them a total of 80% of the then outstanding  shares of Colmena.  If this
goal is not met, the number of  additional  shares to be issued will be adjusted
in direct proportion to the percentage of net income before tax actually earned.
The minimum net income before tax that must be earned is $125,000.

Accordingly, the financial statements include the following:

      (1)   The  balance  sheet  consists  of the net assets of the  acquirer at
            historical  cost and the net assets of the  acquiree  at  historical
            cost.

      (2)   The statement of operations  includes the operations of the acquirer
            for the periods  presented  and the  operations of the acquiree from
            the date of the merger.

NOTE 6    LOANS PAYABLE - RELATED PARTIES

The Company has received  advances of funds for operations from a director.  The
director charges the Company the interest that is charged to him on these funds.
The rate  ranges  from 5% to 7% and is  variable  based on the  prime  rate.  At
December 31, 2004, the amount due to the director was $97,700.

As of December  31, 2004,  the Company had received  advances of $3,318 from two
related  parties.  These  advances  bear  interest  at the  prime  rate plus two
percentage points and are due upon demand.


NOTE 7     CONVERTIBLE DEBENTURES

In  November  and  December  2004 the  Company  issued a total  of  $400,000  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.
The  convertible  debentures are secured by all of the Company's  assets.  As of
December 31, 2004 the Company had received net proceeds of $295,333. The Company
recorded Deferred Financing costs of $93,010 associated with the issuance of the
debenture. The Deferred financing costs are being amortized over the term of the
convertible debentures. The Company recorded amortization expense of $12,574 for
the year ended  December  31, 2004.  The  beneficial  conversion  feature of the
convertible  debenture  resulted in the Company  recording a deferred  charge of
$80,702.  These  costs  are  being  amortized  over the term of the  convertible
debenture.   For  the  year  ended  December  31,  2004  the  Company   recorded
amortization of $10,910.

       Notes payable - face                    $     400,000
       Discount                                     (150,229)
                                               -------------
                                               $     249,771
                                               =============


NOTE 8     COMMITMENTS AND CONTINGENCIES

(A) FINANCING AGREEMENT

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  fully  diluted  common  stock  outstanding.  The
agreement contains an anti-dilutive clause which guarantees Knightsbridge cannot
be diluted below this percentage for a period of six months from July 5, 2004.

(B) OPERATING LEASE

The Company leases office space,  which requires base monthly payments of $2,387
that  increase at an annual  rate of 5% through  March 31, 2008 plus common area
maintenance fees based on the square footage space occupied by the Company.

Future minimum lease payments are approximately as follows:


                                      F-10
<PAGE>

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


               Year Ended December 31,
                         2005                      $      31,200
                         2006                             32,700
                         2007                             34,400
                         2008                              8,700
                                                   -------------
                                                   $     107,000
                                                   =============

Rent  expense for the year ended  December  31,  2004 was  $40,119 and  $27,416,
respectively.


NOTE 9     RELATED PARTY TRANSACTIONS

See Notes 5 and 10(C).


NOTE 10    STOCKHOLDERS' DEFICIT


(A) PREFERRED STOCK

On May 14, 2002,  the  Company's  board of directors  adopted a  certificate  of
designation  for 1,000,000  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  1,000,000  shares as
"Class A Non-Voting,  Convertible  Preferred Stock" (the "Preferred Stock"). The
holder  of shares of the  Preferred  Stock  will be  entitled  to all  dividends
declared by the board of  directors  at a rate per share 100 times that paid per
share of common  stock,  and will be entitled to convert each share of Preferred
Stock for 100 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 our  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 Preferred Stock as if it were
100  shares of  common  stock in the event of the  liquidation,  dissolution  or
winding  up of our  Company;  (2) that the  Preferred  Stock will have no voting
rights;  and (3) that no holder of  Preferred  Stock may serve as an  officer or
director of our Company,  or serve in any  capacity  with our Company that would
render such person a "control  person"  within the meaning of the Securities Act
or the Exchange  Act. On April 17, 2003,  the  Certificate  of  Designation  was
amended to designate a total of 2,000,000 shares of Preferred Stock.

(B) OPTIONS AND WARRANTS

The Company  issued 80,000  warrants at an exercise  price of $0.30 per share to
debenture  holders.  The fair market value of the warrants was  estimated on the
grant date using the  Black-Scholes  option pricing model as required under SFAS
123 with the following weighted average assumptions:  expected dividend yield 0%
volatility 260% risk-free interest rate of 2.5% and expected warrant life of two
years.  The value of $702 was  recorded as  additional  paid in capital and as a
discount  on  the  convertible  debentures.  The  remaining  discount  is  being
amortized over the life of the debentures.

(C) STOCK ISSUED FOR SERVICES

Shares  issued for  services are valued based on the fair value of the shares on
the date of grant.

Prior  to the  reverse  merger,  NetWorth  issued  shares  of  common  stock  to
individuals as follows:  (i) 6,317,523 shares to employees,  (ii) 700,000 shares
to outside  consultants  and (iii)  666,667  shares to  attorneys.  The expenses
associated  with the  issuance of these  shares were  recorded in the  financial
statements  at  December  31,  2004 as  follows:  $76,842 to stock  compensation
expense,  $7,000 to management  fees, and $6,667 to legal  expenses.  The shares
were valued at the fair  market  value on the date of grant based on the closing
market price.

On August 23,  2004,  the board of  directors  authorized  the  issuance  of 6.5
million shares  (650,000 shares post split) of common stock to four directors as
payment for completing the reverse  merger due diligence and  documentation.  On
October  1,  2004,  the  board  of  directors  authorized   continuance  of  the
compensation  of directors on a monthly basis with the issuance of common stock.
At this time the  directors  and officers of Colmena  receive a total of 102,000
shares  (10,200  shares  post split) of common  stock per month.  In accord with
these two  agreements,  there were  701,000  shares of common stock that had not


                                      F-11
<PAGE>

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


been issued by the  Company's  transfer  agent,  but were included in the common
stock and earnings per share  calculations.  The expenses  associated with these
issuances  were  $142,354  and were  included in stock  compensation  expense at
December 31, 2004. The shares were valued based on the fair value on the date of
grant based on the closing market price.

(D) STOCK ISSUED IN REVERSE MERGER

On August 20, 2004, upon close of the transaction  between Colmena and NetWorth,
75,000,002  shares  (7,500,000 shares post split) of Colmena's common stock were
issued in exchange for a 100% interest in NetWorth.  The  transaction was valued
at historical cost as it is considered to be a capital transaction.

(E) COMMON STOCK SPLIT

On October 18, 2004, the Company's board of directors authorized  declaration of
a 1 for 10 common stock split. Per share and weighted average share amounts have
been  retroactively   restated  in  the  accompanying   consolidated   financial
statements and related notes to reflect this split.

(F) FINANCING  ARRANGEMENTS

Pursuant  to a Standby  Equity  Distribution  Agreement,  the Company may at its
discretion, periodically issue and sell to Cornell Capital Partners, L.P. shares
of common stock for a total purchase price of $10.0 million.  The amount of each
advance is subject to an aggregate  maximum  advance  amount of $250,000 every 7
trading  days.  Cornell  Capital  Partners  will pay the Company 95% of, or a 5%
discount  to, the lowest  closing  bid price of the  common  stock  during the 5
consecutive trading days immediately  following the notice date. Cornell Capital
Partners will be paid a one-time  commitment  fee of $290,000,  in the form of a
note payable.  In addition,  Cornell Capital Partners will be entitled to retain
10% of each advance under the Standby  Equity  Distribution  Agreement.  Cornell
Capital  Partners  intends to sell any shares purchased under the Standby Equity
Distribution  Agreement at the then prevailing market price. The Company can not
begin selling the stock to Cornell until a registration statement has been filed
and declared effective by the Securities and Exchange Commission. As of the date
of this report, the Company has not filed a registration statement.

NOTE 11  INCOME TAXES

Income tax  expense  for the year  ended  December  31,  2004 is  summarized  as
follows:

2004                         CURRENT        DEFERRED         TOTAL
                          -----------     -----------     -----------
Federal                   $        --     $        --     $        --
State                     $        --     $        --     $        --
                          -----------     -----------     -----------
                          $        --     $        --     $        --
                          ===========     ===========     ===========


Income tax expense for the year ended  December 31, 2004  differed  from amounts
computed by applying the statutory U.S. federal corporate income tax rate of 34%
to income before income tax benefit as a result of the following:


       Expected income tax expense (benefit) from
         operations                                     $  (250,168)
       Valuation allowance                                  250,168
                                                        -----------
                                                        $         0
                                                        ===========


The tax effects of temporary  differences that give rise to significant portions
of deferred tax assets and liabilities at December 31, 2004 are as follows:


                                      F-12
<PAGE>

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


       Deferred Tax Assets:
       Net operating loss carryforward                  $ 1,387,778
                                                        -----------
       Total gross deferred tax assets                    1,387,778
       Less valuation allowance                           1,387,778
                                                        -----------
       Net deferred tax assets                          $         0
                                                        ===========


The net change in the  valuation  allowance  during the year ended  December 31,
2004 was an increase of $250,168.

At December  31,  2003,  the Company had net  operating  loss carry  forwards of
approximately  $4,081,700  for income tax  purposes,  available to offset future
taxable  income  expiring  on  various  dates  through  2024.  Usage  of the net
operating  losses may be limited  due to the change in  ownership  and change in
business during 2004.

In assessing the realizability of the deferred tax assets,  management considers
whether it is more likely than not that some portions or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the generation of future taxable income and changes in ownership
or  business  during  the  periods  in which the  temporary  differences  become
deductible.  Due to the Company's reorganization and change in operations, it is
more likely than not that the deferred tax assets will not be realized.

NOTE 12    GOING CONCERN

As reflected in the accompanying consolidated financial statements,  the Company
has a net loss of $735,791,  an accumulated deficit of $619,153, a stockholders'
deficiency of $574,055,  a working capital  deficiency of $600,383 and used cash
in operations  of $292,078.  These  factors  raise  substantial  doubt about its
ability to continue as a going  concern.  The ability of the Company to continue
as a going  concern is dependent on the Company's  ability to further  implement
its business plan, raise capital and generate additional revenues. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

Management  believes that the actions  presently being taken to raise additional
capital and generate additional revenues provide the opportunity for the Company
to continue as a going concern.

NOTE 13  SUBSEQUENT EVENTS

In  January  2005 the  company  issued an  additional  $225,000  of  convertible
debentures. The Company received net proceeds of $160,167.

In February  2005, the Company issued 638,891 shares of common stock pursuant to
an agreement with a financial services firm, whereby the financial services firm
is entitled to common  stock equal to 4.99% of the fully  diluted  common  stock
outstanding upon assisting the Company is raising $500,000.

In  February  2005,  the  Company  issued  450,000  shares of  common  stock for
financial printing services. These services were valued at $36,000.

In February  2005,  the Company issued a total of 890,100 shares of common stock
to directors for meeting fees. The services were valued at $71,200.

In February 2005 a holder of convertible preferred stock converted 38,700 shares
of preferred stock into 387,000 of shares of common stock.

In accordance with the merger, the Company received 1,500,000 shares from escrow
upon  completion  of its  December  31, 2004 audit.  The Company  will treat the
shares as additional consideration under the recapitalization transaction.


                                      F-13